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                                                                   EXHIBIT 10.36

                               DISCOVERWORKS(TM)
                  NONEXCLUSIVE LICENSE AND PURCHASE AGREEMENT

THIS DISCOVERWORKS(TM) NONEXCLUSIVE LICENSE AND PURCHASE AGREEMENT is made as of
July 7, 2000, by and between 3-Dimensional Pharmaceuticals, Inc., a Delaware
corporation having its principal place of business at Eagleview Corporate
Center, 665 Stockton Drive, Suite 104, Exton, PA 19341 ("3DP"), and Bristol-
Myers Squibb Company, a Delaware corporation having its principal place of
business at Route 206 & Province Line Road, P.O. Box 4000, Princeton, New Jersey
08543 ("BMS").  Either 3DP or BMS may be referred to herein as a "Party" or,
collectively, they may be referred to as the "Parties."

                                   RECITALS
                                   --------

WHEREAS, 3DP has developed and patented certain technology known as
DirectedDiversity(R), which generates and identifies chemical compounds having
desired biological, chemical and other properties;

WHEREAS, 3DP has developed and patented certain technology and processes known
as ThermoFluor(R) Protein Characterization and Screening Technology, which
provides a useful readout for target characterization and compound library
screening;

WHEREAS, BMS is engaged in research and development of biologically active
compounds for the treatment of human disease;

WHEREAS, BMS wishes to license certain DirectedDiversity(R) patent rights and
ThermoFluor(R) technology from 3DP for DiscoverWorks(TM), on a nonexclusive
basis;

WHEREAS, BMS also wishes to purchase from 3DP certain ThermoFluor(R)
instruments; and

WHEREAS, the Parties desire to enter into this Agreement to set forth the
licensing and purchase terms for such rights;

NOW, THEREFORE, in consideration of the various promises and undertakings set
forth herein, and intending to be legally bound, the Parties agree as follows:

                                   ARTICLE 1

                                  DEFINITIONS

The terms in this Agreement with initial letters capitalized, whether used in
the singular or the plural, shall have the meaning set forth below or, if not
listed below, the meaning designated in places throughout this Agreement.

     1.1  "Affiliate" means with respect to either Party, any corporation or
          other business entity, which controls, is controlled by, or is under
          common control with such

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

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          Party. A corporation or other entity shall be regarded as in control
          of another corporation or entity if it owns or directly or indirectly
          controls at least fifty (50%) of the voting stock or other ownership
          interest of the other corporation or entity (or alternatively, if it
          owns the maximum such ownership interest permitted by law), or if it
          possesses, directly or indirectly, the power to direct or cause the
          direction of the management and policies of the corporation or other
          entity or the power to elect or appoint at least fifty (50%) of the
          members of the governing body of the corporation or other entity.

     1.2  "Agreement" means this DiscoverWorks(TM) Nonexclusive License and
          Purchase Agreement including its Exhibits, as may be amended from time
          to time.

     1.3  "BMS Site" means only (a) the BMS pharmaceutical research and
          development facilities located in Lawrenceville, New Jersey, U.S.A.;
          Hopewell, New Jersey, U.S.A.; Wallingford, Connecticut, U.S.A.;
          Candiac, Quebec, Canada; (b) [**] in the United States, Canada or a
          country in the European Union, [**], excepting [**] that has been [**]
          and [**] prior to the practice of any license granted hereunder [**]
          and (c) [**] in the United States, Canada or a country in the European
          Union, [**] prior to the practice of any license granted hereunder.

     1.4  "Collaboration Agreement" means the DiscoverWorks(TM) Drug Discovery
          Collaboration Agreement entered into between the Parties and dated of
          even date herewith.

     1.5  "Confidential Information" means all technical and/or commercial
          information that has or could have commercial value or other utility
          in a Party's business, or the unauthorized disclosure of which could
          be detrimental to the Party's interests, including information,
          inventions, data, and materials relating to the DirectedDiversity(R)
          Patent Rights or to the ThermoFluor(R) Technology, and Know-how, and
          shall include, without limitation, whether in oral, written, graphic
          or electronic form, research, technical, manufacturing, marketing,
          financial, personnel and other business information and plans;
          chemical, pharmacological, toxicological, clinical, analytical and
          quality control data; case report forms, data and analysis; and
          reports or summaries and information contained in and submissions to
          and information from ethical committees and regulatory authorities,
          except to the extent that the Party receiving the Confidential
          Information (the "Receiving Party") from the other Party (the
          "Disclosing Party") can establish that such Confidential Information:
          (a) was already known to the Receiving Party, other than under a
          continuing obligation of confidentiality to the Disclosing Party; (b)
          was generally available to the public or otherwise part of the public
          domain at the time of its disclosure to the Receiving Party; (c)
          became generally available to the public or otherwise part of the
          public domain after its original disclosure to the Receiving Party,
          and other than through any act or omission of the Receiving Party in
          breach of this Agreement; (d) was subsequently lawfully disclosed to
          the Receiving Party by a Third Party; (e) can be shown by written
          records to have been independently developed by or for the Receiving
          Party without benefit of the Confidential Information received from
          the Disclosing Party, and without breach of any of the provisions of
          this Agreement;

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

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          or (f) the Disclosing Party has specifically agreed, in writing, that
          the Receiving Party may disclose such Confidential Information.

     1.6  "DirectedDiversity(R) Field" means the research, development and
          commercialization of chemical compounds for use in pharmaceutical and
          diagnostic products.

     1.7  "DirectedDiversity(R) Patent Rights" means 3DP's U.S. and Canadian
          patent applications or issued patents, as well as those for one or
          more countries of the European Patent Community, all of which are
          identified in EXHIBIT A, including any divisionals, continuations,
          reissues, and reexaminations thereof, any patents issuing therefrom,
          and any extensions and supplementary protection certificates based
          thereon.

     1.8  "DiscoverWorks"(TM) means the technology platform consisting of the
          DirectedDiversity(R) Patent Rights and the ThermoFluor(R) Technology.

     1.9  "Effective Date" means the later of: (a) the date of this Agreement as
          set forth above; or (b) the date which all of the following documents
          between the Parties have been executed: this Agreement, the GPCR
          License and User Agreement, the DiscoverWorks(TM) Drug Discovery
          Collaboration Agreement, and the PERT Internal Use License and Option
          Agreement.

     1.10 "FTE" means a full time equivalent scientific employee (i.e., one
          full-time, or multiple part-time employees aggregating to one full-
          time employee) employed by 3DP and assigned to work on the development
          of or training on Instruments with such time and effort to constitute
          one employee working on development of or training on Instruments on a
          full time basis consistent with normal business and scientific
          practice (at least forty (40) hours per week of dedicated effort; on
          an annual basis, such weekly effort for at least forty-eight (48)
          weeks per year). In no event, does an FTE include a subcontractor.

     1.11 "Improvement" means any inventions and/or discoveries that result in
          improvements or enhancements to the ThermoFluor(R) Technology or to
          previous Improvements, made by 3DP or BMS, whether patented or
          unpatented, conceived or first reduced to practice during the term of
          this Agreement.

     1.12 "Instrument" means a ThermoFluor(R) I Instrument or a ThermoFluor(R)
          II Instrument, or any successor to or modification of either.

     1.13 "Intellectual Property" means any and all patents, copyrights, design
          rights, mask work rights, trademarks, service marks, as well as any
          registrations and applications to register any such rights, rights in
          the nature of any of the aforementioned rights, trade secrets, Know-
          how, and any other intellectual or

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       3
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          industrial property rights of any kind whatsoever in the United
          States, Canada or the European Patent Community.

     1.14 "Know-how" means unpatented technical and other information which is
          not in the public domain, including information comprising or relating
          to concepts, discoveries, inventions, data, designs, formulae, ideas,
          methods, models, assays, research plans, procedures, designs for
          experiments and tests, and results of experimentation and testing
          (including results of research or development), processes (including
          manufacturing processes, specifications and techniques), and
          laboratory records.

     1.15 "Manufactured Cost" shall mean the fully-allocated standard cost of:
          (i) the direct raw materials cost of materials actually used in the
          manufacture of an Instrument; (ii) the direct labor cost for producing
          the Instrument; (iii) the direct operating costs of buildings,
          resources and equipment dedicated to, as well as allocated
          depreciation and repairs and maintenance for the building and
          equipment actually used in, such production; and (iv) any quality and
          in-process control in producing the Instrument.

     1.16 "Object Code" means machine-executable computer software code in
          binary form.

     1.17 "Scriptgen Patent Rights" means the U.S. and Canadian patent
          applications or issued patents as well as those for one or more
          members of the European Patent Community, all of which are identified
          in EXHIBIT B, including any divisionals, continuations, continuations-
          in-part, reissues, reexaminations and renewals thereof, any patents
          issuing therefrom, and extensions and supplementary protection
          certificates based thereon, filed or granted to Scriptgen
          Pharmaceuticals, Inc.

     1.18 "Source Code" means computer software source code for the
          ThermoFluor(R) Software.

     1.19 "ThermoFluor(R) Field" means the research, development and
          commercialization of chemical compounds for use in therapeutic and
          diagnostic products, except that during the period from the Effective
          Date until March 7, 2003, it shall not include the use of any proteins
          to discover or develop a drug that exerts a therapeutic effect in
          hepatitis C infection, nor include other anti-viral targets, except in
          connection with Improved Hits, as defined in the Collaboration
          Agreement.

     1.20 "ThermoFluor(R) I Instrument" means the current production format
          instrument produced by 3DP and/or contractors (or such modifications
          or improvements developed and implemented by 3DP prior to the initial
          installations at BMS), based on [**] well sample plates, and requiring
          approximately [**] hours to cycle each plate.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       4
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     1.21 "ThermoFluor(R) II Instrument" means an instrument that produces:

               (a)   detection sensitivity and intraplate detection precision at
                     least equivalent to the performance of ThermoFluor(R) I
                     Instruments;

                (b)  support for reading [**] microtitre plates, allowing a
                     [**];

                (c)  approximately a [**] decrease in target protein consumption
                     per well relative to ThermoFluor(R) I Instruments; and

                (d)  a remote communications interface and a mechanical
                     interface which will allow integration with a plate stacker
                     or a larger automated screening system.

     1.21 "ThermoFluor(R) Patent Rights" means 3DP's U.S., Canadian and European
          Patent Community ("EPC") patent applications or patents issued in the
          United States, Canada, and one or more countries of the EPC, as
          identified in EXHIBIT C, including any divisionals, continuations,
          reissues and reexaminations thereof, any patents issuing therefrom,
          and extensions based thereon.

     1.22 "ThermoFluor(R) Software" means computer Object Code required for
          processing raw fluorescent image data and reducing such data to
          protein melting point values and melting point shifts, associated
          thermodynamic parameters, and ligand binding constants and includes a
          Graphical User Interface for setting experimental run parameters
          (unless otherwise implemented through a programmable logic controller
          integrated as part of the Instruments) and flexibly viewing and
          manipulating data, and runs in a Windows NT Environment and writes
          output data tables.

     1.23 "ThermoFluor(R) Technology" means the ThermoFluor(R) Patent Rights,
          the ThermoFluor(R) Software, the proprietary 3DP Know-how used to
          evaluate ligand-binding parameters, and other Intellectual Property
          related thereto.

     1.24 "Third Party" means any person or entity other than a Party or any of
          its Affiliates.

     1.25 "Update" means any bug fix, improvement, enhancement, update or
          upgrade, and any successor version of the ThermoFluor(R) Software
          created by 3DP in the normal course of its business.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       5
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                                   ARTICLE 2

                      DIRECTEDDIVERSITY(R) PATENT LICENSE

     2.1  Nonexclusive DirectedDiversity(R) Patent License. Subject to the terms
          and conditions of this Agreement, 3DP hereby grants BMS and its
          Affiliates a nontransferable, nonsublicensable, nonexclusive,
          nonroyalty-bearing license at the BMS Sites under the
          DirectedDiversity(R) Patent Rights solely in direct support of BMS's
          and its Affiliates' internal pharmaceutical research and development
          activities in the DirectedDiversity(R) Field which shall be deemed to
          include any research and development activities being undertaken [**]
          during the term of the Agreement.

     2.2  Limitations on DirectedDiversity(R) Patent Rights License Grant.
          Including, without limitation, in connection with activities expressly
          permitted under Section 2.1:

          2.2.1  BMS and its Affiliates may not operate under the
                 DirectedDiversity(R) Patent Rights on behalf of any Third
                 Parties such as, for example, in connection with providing
                 research or development services to any Third Party on a
                 contractual basis;

          2.2.2  Subject to the provisions of Section 12.4, BMS and its
                 Affiliates may not assign or sublicense its license to the
                 DirectedDiversity(R) Patent Rights to any Third Party; and

          2.2.3  BMS and its Affiliates may not provide services to any Third
                 Party with respect to DirectedDiversity(R) Patent Rights.

     2.3  3DP Retained Rights. Any rights of 3DP not expressly granted to BMS
          and its Affiliates under the provisions of this Article 2 shall be
          retained by 3DP, including, without limitation, 3DP's right to exploit
          the DirectedDiversity(R) Patent Rights for any application within or
          outside the DirectedDiversity(R) Field.

     2.4  License Fee.

          2.4.1  In consideration of the license grants provided for in this
                 Article 2 for the four named BMS Sites[**], BMS agrees to pay
                 to 3DP a nonrefundable license fee of [**] within thirty (30)
                 days of the Effective Date.

          2.4.2  In consideration of the license grants provided for in this
                 Article 2 for[**], BMS shall pay to 3DP a nonrefundable license
                 fee of [**] within thirty (30) days of BMS notifying 3DP that
                 it intends to practice the DirectedDiversity(R) Patent Rights
                 at such BMS Site.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                       6
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                                   ARTICLE 3

                                  INSTRUMENTS

     3.1  ThermoFluor(R) I Instruments.

          3.1.1  BMS will purchase, within [**] of the Effective Date, at least
                 [**] ThermoFluor(R) I Instruments from 3DP, at a cost of [**]
                 with payment of [**] due upon order, and [**] due upon
                 delivery.

          3.1.2  The cost per ThermoFluor(R) I Instruments shall be indexed
                 annually to the U.S. Consumer Price Index (CPI) and adjusted
                 for each ThermoFluor(R) Instrument ordered beginning with the
                 first quarter of the year 2001.

          3.1.3  3DP shall, at BMS's request, deliver up to the first [**] of
                 such purchased ThermoFluor(R) I Instruments within [**] from
                 the date such ThermoFluor(R) I Instruments are ordered.
                 Additional ThermoFluor(R) I Instruments shall be delivered to
                 BMS on a schedule mutually agreed upon by the Parties after
                 such [**] period.

     3.2  ThermoFluor(R) II Instruments.

          3.2.1  BMS may purchase ThermoFluor(R) II Instruments from 3DP at
                 3DP's Manufactured Cost of each ThermoFluor(R) II Instrument,
                 plus [**], per ThermoFluor(R) II Instrument.

          3.2.2  As of the Effective Date of the Agreement, pursuant to the
                 terms of the Collaboration Agreement, [**] of the FTEs being
                 funded by BMS, according to the provisions of the Collaboration
                 Agreement, shall work at 3DP on the development of [**] or
                 until the [**] of the Agreement, whichever is the sooner, but
                 in no event sooner, than the [**]. These services shall be
                 compensated by BMS, as provided in the Collaboration Agreement.

          3.2.3  ThermoFluor(R) II Instruments shall be delivered to BMS on a
                 schedule mutually agreed upon by the Parties.

     3.3  Other Instruments. BMS shall have the right to define criteria and/or
          specifications to 3DP for an Instrument that is neither strictly a
          ThermoFluor(R) I Instrument nor strictly a ThermoFluor(R) II
          Instrument, and if 3DP is able to provide such an Instrument, the
          parties will negotiate in good faith on a price and delivery schedule
          that will apply to such an Instrument.

     3.4  Fees.

          3.4.1  In consideration of the rights granted in this Article 3 for
                 the BMS Sites described in Sections 1.3(a) and 1.3(b), BMS
                 agrees to pay to 3DP a nonrefundable fee of [**] within thirty
                 (30) days of the Effective Date.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

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          3.4.2  In consideration of the rights granted in this Article 3 for
                 each BMS Site described in Section 1.3(c), BMS shall pay to 3DP
                 a nonrefundable fee of [**] within thirty (30) days of the
                 Effective Date.

          3.4.3  If BMS purchases more than [**] Instruments, BMS shall pay 3DP
                 an additional fee of [**] per Instrument, for each Instrument
                 purchased beyond the initial [**] Instruments.

          3.4.4  BMS may request that 3DP supply integrated sample handling
                 robotics for Instruments sold to BMS. Supply by 3DP of
                 integrated sample handling robotics for any Instrument shall be
                 at an agreed upon cost for each Instrument.

     3.5  Most Favored [**] Provisions. If, during the Term of this Agreement
          [**] at the same time, all other conditions being equal, 3DP shall
          grant the equivalent favorable financial terms to BMS for the same
          time period, [**], and such more favorable financial terms, with due
          consideration of both [**].

     3.6  Nonexclusive ThermoFluor(R) Technology License. Subject to the terms
          and conditions of this Agreement, 3DP hereby grants BMS and its
          Affiliates a nontransferable, nonsublicensable, nonexclusive,
          nonroyalty-bearing license at the BMS Sites under: (a) the
          ThermoFluor(R) Technology and (b) any Improvements to the
          ThermoFluor(R) Technology or any Improvements thereto made by or for
          3DP [**] or for which 3DP otherwise acquires the right to grant such a
          license [**], and under all patent, copyright, trademark, trade secret
          and other Intellectual Property rights inherent therein and
          appurtenant thereto; which license shall be solely for BMS's and its
          Affiliates' internal business purposes of using the Instruments
          within, and subject to the use restrictions in, the ThermoFluor(R)
          Field which shall be deemed to include any research and development
          activities being undertaken [**] over the term of the Agreement.

     3.7  Grantback Rights to Improvements to the ThermoFluor(R) Technology. For
          a period of [**] from the Effective Date, BMS and its Affiliates agree
          that each will promptly make full written disclosure to 3DP of any and
          all Improvements that BMS or its Affiliates conceives or makes or has
          made to the ThermoFluor(R) Technology and to any Improvements thereto.
          BMS and its Affiliates hereby grant to 3DP, or its designee, a semi-
          exclusive (exclusive except as to BMS and its Affiliates), perpetual,
          non-royalty-bearing license, including the right to transfer and
          sublicense such license, to all of BMS's and its Affiliates' worldwide
          right, title, and interest in and to any and all Improvements, solely
          for use with applications involving ThermoFluor(R) Technology and/or
          Instruments, and under all patent, copyright, trademark, trade secret
          and other Intellectual Property rights inherent therein and
          appurtenant thereto.

     3.8  Transfer of Improvements to BMS. For a period of [**] after the
          Effective Date, 3DP agrees that it will promptly make full written
          disclosure to BMS of any and all Improvements that 3DP conceives or
          makes or has made to the ThermoFluor(R) Technology and to any
          improvements thereto and/or which 3DP has the right to provide
          hereunder, and 3DP will facilitate the transfer of such

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

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          Improvements to BMS. Such transfer shall occur no later than six (6)
          months after such Improvements have been validated by 3DP.

     3.9  Ownership; 3DP Retained Rights.  3DP shall solely (as to BMS) own all
          Intellectual Property rights in the ThermoFluor(R) Technology and
          Improvements it makes or has made or receives rights thereto (other
          than to Improvements made exclusively by BMS or jointly by BMS and
          3DP).  BMS does not acquire any rights in the ThermoFluor(R)
          Technology or Improvements made exclusively by 3DP thereto, other than
          those license rights expressly specified in this Agreement.  Any
          Improvement made jointly by 3DP and BMS shall be owned jointly by 3DP
          and BMS.

     3.10 Nonexclusive Scriptgen Patent Rights Sublicense. Subject to the terms
          and conditions of this Agreement, 3DP hereby grants BMS and its
          Affiliates a nontransferable, nonsublicensable, nonexclusive, non-
          royalty-bearing sublicense at the BMS Sites under the Scriptgen Patent
          Rights solely for BMS's and its Affiliates' internal business purposes
          of using the Instruments within, and subject to the use restrictions
          in, the ThermoFluor(R) Field which shall be deemed to include any
          research and development activities being undertaken [**] during the
          term of this Agreement.

     3.11 Limitations on ThermoFluor(R) Technology License and the Scriptgen
          Patent Rights Sublicense. Except as permitted under Sections 3.5 and
          3.9:

          3.11.1  BMS and its Affiliates may not operate under the
                  ThermoFluor(R) Technology and/or the Scriptgen Patent Rights
                  on behalf of any Third Party, such as, for example, in
                  connection with providing research or development services to
                  any Third Party on a contractual basis.

          3.11.2  BMS and its Affiliates may not sublicense or assign the
                  Scriptgen Patent Rights and may not transfer or share the
                  ThermoFluor(R) Technology with any Third Party.

          3.11.3  BMS and its Affiliates may not provide services to any Third
                  Party with respect to the ThermoFluor(R) Technology or the
                  Scriptgen Patent Rights.

          3.11.4  Notwithstanding the purchase of the Instruments or the license
                  grants in Sections 3.5 and 3.9, in no event shall BMS or its
                  Affiliates be permitted to use the Instruments, the
                  ThermoFluor(R) Technology or the Scriptgen Patent Rights with
                  any [**].

          3.11.5  No rights to manufacture, modify or develop Instruments are
                  granted by this Agreement.

     3.12 ThermoFluor(R) Software Restrictions. Except as may be permitted
          pursuant to the terms of the escrow agreement entered into among 3DP,
          BMS and the Escrow Agent pursuant to Section 4.4, BMS shall not: (a)
          exceed the scope of the license

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      10
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          granted in this Article 3; (b) reverse engineer, decompile,
          disassemble or otherwise attempt to learn the source code, structure,
          algorithms or ideas underlying the ThermoFluor(R) Software; (c) tamper
          with, alter, adjust, add to, copy or disseminate the ThermoFluor(R)
          Software; (d) modify, translate or create derivative works based on
          the ThermoFluor(R) Software without the prior written consent of 3DP;
          (e) possess or use the ThermoFluor(R) Software or any portion thereof,
          other than in machine-readable Object Code; or (f) remove any
          copyright, trademark, patent or other proprietary notices which appear
          on the ThermoFluor(R) Software or copies thereof.

     3.13 Packaging and Delivery.

          3.13.1  Unless BMS reasonably requests otherwise, all Instruments
                  purchased by BMS shall be packed for shipment and stored in
                  accordance with 3DP's then-standard commercial practices. It
                  is BMS's obligation to notify 3DP of any special packaging
                  requirements, which requirements 3DP shall use reasonable
                  efforts to comply with at BMS's sole expense.

          3.13.2  All deliveries of the Instruments by 3DP to BMS under this
                  Agreement shall be F.O.B., 3DP's distribution center for the
                  Instruments. Title and risk of loss, delay or damage shall
                  pass from 3DP to BMS at the time of delivery of each shipment
                  of the Instruments to the originating carrier at 3DP's
                  manufacturing or storage facility. Deliveries will be made
                  "Freight Collect" with all freight insurances, duties,
                  customs, import fee, brokerage charges, documentation, and
                  related costs to be paid by BMS.

          3.13.3  Upon receipt of each Instrument, BMS agrees to inspect,
                  promptly and thoroughly, such Instruments for any damage or
                  defects in materials and workmanship. In the event that any
                  Instrument is damaged or contains defects in materials or
                  workmanship, BMS shall promptly provide 3DP with written
                  notice thereof. Such notice must be received by 3DP within
                  thirty (30) business days after the date BMS receives the
                  Instruments and must specify, with particularity, the manner
                  in which the Instrument is damaged or defective. In the
                  absence of such notification within said period of time, BMS
                  shall be deemed to have accepted the Instruments as undamaged
                  and without defects, and all claims with respect thereto,
                  except for claims of defects that could not reasonably have
                  been discovered by a thorough inspection of the Instruments,
                  shall be deemed waived by BMS, irrespective of whether the
                  facts giving rise to such claims shall have been discovered.

          3.13.4  Notwithstanding anything to the contrary in this Agreement or
                  otherwise, BMS's sole remedy and 3DP's sole responsibility
                  with respect to any Instrument that is damaged or defective,
                  as a result of any 3DP action or negligence, or any other
                  liability, shall be to repair or replace the damaged

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      10
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                  or defective Instrument, or to refund the price paid by BMS
                  therefor. 3DP shall be obligated to pay for or to reimburse
                  BMS for any freight or insurance costs associated with the
                  return to 3DP of any Instruments that are damaged or
                  defective, provided that such return and the method thereof is
                  authorized in advance by 3DP.

     3.14 Instrument Warranty. 3DP warrants to BMS good title to each Instrument
          at the time of delivery thereof to BMS.

     3.15 Disclaimer.  EXCEPT AS SET FORTH IN SECTION 3.13, 3DP PROVIDES THE
          THERMOFLUOR(R) SOFTWARE AND INSTRUMENTS "AS IS" AND WITHOUT WARRANTY,
          AND 3DP DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR
          REPRESENTATIONS (EXPRESS OR IMPLIED, STATUTORY, ORAL OR WRITTEN),
          INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF
          CONDITION, PERFORMANCE, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT,
          MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR
          NOT 3DP KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE
          IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW,
          BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING.

                                   ARTICLE 4

                          OBLIGATIONS OF THE PARTIES

     4.1  Efforts. Each party shall use good faith, commercially-reasonable
          efforts to perform its responsibilities under this Agreement. As used
          herein, the term "commercially-reasonable efforts" will mean efforts
          consistent with such Party's prudent scientific and business judgment
          in accordance with its internal practices as applied to other programs
          of similar scientific and commercial potential.

     4.2  Training; Support; Maintenance. 3DP will provide up to [**] days of
          training, by telephone, or for BMS Sites in the United States,
          personal training at such BMS Site (with BMS promptly reimbursing 3DP
          for out-of-pocket business travel and living expenses related to such
          travel, and scheduling each visit to use at least one full day of
          training at a BMS Site) to BMS per each Instrument purchased by BMS,
          up to a maximum of [**] days, until the [**] anniversary of the
          Effective Date. 3DP will provide additional training and support as
          requested by BMS at a cost to be negotiated by the Parties in good
          faith. The Parties acknowledge that service and maintenance on the
          Instruments purchased by BMS may be provided through a contract with a
          Third Party.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      11
<PAGE>

     4.3  Updates. 3DP shall provide Updates to the ThermoFluor(R) Software to
          BMS without additional charge to BMS, as they are released by 3DP from
          time to time, until the fourth anniversary of the Effective Date.

     4.4  Disclosure of Results; Reports. BMS shall supply to 3DP, at a minimum,
          quarterly written reports presenting a meaningful summary of the work
          performed under the ThermoFluor(R) Technology, as well as with the
          Instruments.

     4.5  Escrow of Source Code. Promptly after the Effective Date, 3DP shall
          deposit with a Third Party, mutually-acceptable to the Parties (the
          "Escrow Agent"), a copy of the ThermoFluor(R) Source Code. Pursuant to
          an agreement to be entered into among 3DP, BMS and the Escrow Agent,
          the Escrow Agent shall release such Source Code to BMS in the event
          3DP: (i) files a petition for bankruptcy; (ii) has such a petition
          filed against it which has not been dismissed within ninety (90) days;
          (iii) becomes insolvent; (iv) makes an assignment for the benefit of
          creditors or other equitable arrangement or composition; (v) ceases
          doing business; or (vi) ceases to support or maintain the
          ThermoFluor(R) Software. 3DP shall bear all costs and expenses with
          respect to such escrow arrangement. Following the initial deposit, 3DP
          shall be obligated to notify BMS of any update to the Source Code held
          in escrow at least every calendar quarter through the fourth
          anniversary of the Effective Date.

                                   ARTICLE 5

                                 PAYMENT TERMS

     5.1  Mode of Payment. All payments to 3DP hereunder shall be made by wire
          transfer of United States Dollars in the requisite amount to such bank
          account as 3DP may designate by timely notice to BMS. Payments shall
          be free and clear of any taxes, fees or charges, to the extent
          applicable.

     5.2  Late Payments. All amounts payable by BMS hereunder, shall be paid by
          BMS to 3DP in full, without any right of set-off or deduction. BMS
          shall pay interest on all amounts past due at the annual rate of one
          percent (1%) over the prime rate of interest reported in The Wall
          Street Journal for the date such amount was due.


                                   ARTICLE 6

                                CONFIDENTIALITY

     6.1  Confidentiality Obligations. The Parties agree that, for the term of
          this Agreement and for ten (10) years thereafter, each Party, as a
          Receiving Party, that receives Confidential Information from the other
          Party, shall keep, and shall take

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      12
<PAGE>

          steps, not fewer than it takes to protects its own valuable,
          proprietary information, and not less than reasonable measures, to
          attempt to ensure that its officers, directors and employees keep,
          confidential, and shall not publish or otherwise disclose, and shall
          not use for any purpose (except as expressly permitted hereunder) any
          Confidential Information (including without limitation, Know-how)
          furnished to it by its Disclosing Party pursuant to this Agreement.

     6.2  Written Assurances and Permitted Uses of Confidential Information.

          6.2.1  The Receiving Party may disclose the Disclosing Party's
                 Confidential Information to the extent the Receiving Party is
                 compelled to disclose such information by a judicial or
                 administrative authority of competent jurisdiction, including
                 but not limited to submitting information to tax authorities or
                 to comply with any discovery or similar request for production
                 of documents in litigation or similar alternative dispute
                 resolution proceedings, provided however, that in such case,
                 the Receiving Party shall timely give notice to the Disclosing
                 Party so that the Disclosing Party may seek a protective order
                 or other remedy from said authority. In any event, the
                 Receiving Party shall disclose only that portion of the
                 Confidential Information that, in the opinion of its legal
                 counsel, is legally required to be disclosed, and will exercise
                 reasonable efforts to ensure that any such information so
                 disclosed will be accorded confidential treatment by said court
                 or tribunal.

          6.2.2  The existence and the terms and conditions of this Agreement
                 which the Parties have not specifically agreed to disclose
                 pursuant to this Section 6.2 shall be treated by each Party as
                 Confidential Information of the other Party.

          6.2.3  To the extent that it is reasonably necessary or appropriate to
                 fulfill its obligations to comply with the rules controlling
                 disclosure of material information during patent examination,
                 either Party may disclose Confidential Information received
                 from the other Party to the United States Patent & Trademark
                 Office or the Canadian or the European Patent Offices.

     6.3  Permitted Disclosures for Business Development Purposes.
          Notwithstanding the foregoing, or any other provision in this
          Agreement to the contrary, 3DP may describe the financial terms of
          this Agreement in confidence, in connection with capital raising or
          financing activities; provided, however, any such recipient of such
          Confidential Information shall agree in writing to keep such terms
          confidential for the same time periods and to an equivalent extent as
          3DP is required to keep Confidential Information confidential under
          this Agreement. Furthermore, BMS acknowledges that 3DP may be
          obligated to disclose terms of this Agreement and make public a copy
          of this Agreement in the event it files a

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      13

<PAGE>

          registration statement with respect to its shares or it becomes a
          public company as required by applicable U.S. law; provided however,
          the terms of this Agreement and the copy submitted to the applicable
          governmental agency shall be redacted such that the extent of any such
          disclosure shall be limited to that which in the reasonable opinion of
          3DP's legal counsel is legally required to be disclosed.

                                   ARTICLE 7

                        PATENT RIGHTS AND INFRINGEMENT

     7.1  DirectedDiversity(R) Patent Rights and ThermoFluor(R) Patent Rights.
          3DP agrees to use commercially-reasonable efforts to prepare, file,
          prosecute and maintain the DirectedDiversity(R) Patent Rights and the
          ThermoFluor(R) Patent Rights, at 3DP's expense, in a manner deemed
          appropriate in 3DP's sole judgment, and use commercially-reasonable
          efforts to decide whether to file, and, if so, to prepare, file,
          prosecute and maintain any jointly-owned patent rights, as anticipated
          in Section 3.8, at equally-shared expense, with due consideration of
          BMS's input, but in a manner deemed appropriate in 3DP's sole
          judgment. 3DP agrees to keep BMS materially advised of the status of
          all relevant DirectedDiversity(R) Patent Rights and the ThermoFluor(R)
          Patent Rights, and jointly-owned patent rights, upon reasonable
          written request from BMS.

     7.2  BMS Patent Rights. BMS agrees to keep 3DP materially advised of the
          status of all patent rights filed by or granted to BMS and/or its
          Affiliates which are based on, derived from, improvements of and/or
          related to DirectedDiversity(R) Patent Rights and/or ThermoFluor(R)
          Technology, and under which 3DP has rights, according to the
          provisions of Section 2.2.

     7.3  Cooperation. Each Party agrees to endeavor in good faith to coordinate
          its efforts with the other Party in order to minimize or avoid
          interference with the patent prosecution or rights of the other Party
          with respect to patent rights under which the other Party has a
          license.

     7.4  Infringement by Third Parties. In the event that BMS becomes aware of
          any infringement by one or more Third Parties of any of the patents
          within DirectedDiversity(R) Patent Rights or within the ThermoFluor(R)
          Patent Rights, or of any rights in the ThermoFluor(R) Software, BMS
          shall promptly notify 3DP. 3DP shall respond to any such infringement
          by Third Parties in a manner deemed appropriate by 3DP, in its sole
          judgment.

     7.5  Third Party Patent Rights.  If any warning letter or other notice of
          infringement is received by a Party, or action, suit or proceeding is
          brought against a Party alleging infringement of a patent of any Third
          Party with respect to operations under the DirectedDiversity(R) Patent
          Rights or the ThermoFluor(R) Technology,

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      14
<PAGE>

          the Parties shall promptly discuss and decide what response is in the
          best interests of the Parties.

                                   ARTICLE 8

                        REPRESENTATIONS AND WARRANTIES

     8.1  Authority. Each Party represents and warrants that it has the full
          right, power and authority to execute, deliver and perform its
          obligations pursuant to this Agreement.

     8.2  No Conflicts.  Each Party represents and warrants that the execution,
          delivery and performance of this Agreement does not conflict with, or
          constitute a breach or default under any of its charter or
          organizational documents, any law, order, judgment or governmental
          rule or regulation applicable to it, or any material agreement,
          contract, commitment or instrument to which it is a party.

     8.3  No Unauthorized Operations Under DirectedDiversity(R) Patent Rights
          and the ThermoFluor(R) Technology. BMS represents and warrants that it
          will not operate, or permit another, about which it has knowledge and
          with which it has a relationship, to operate, under the
          DirectedDiversity(R) Patent Rights or the ThermoFluor(R) Technology at
          any site that is not a BMS Site.

     8.4  Patents. 3DP represents and warrants that Exhibit A and Exhibit C are
          accurate and complete, and identify all patent rights owned by 3DP, as
          of the Effective Date, which are believed necessary for the use of the
          methods and technology claimed in the DirectedDiversity(R) Patent
          Rights and the ThermoFluor(R) Patent Rights, in accordance with the
          licenses granted hereunder. [**] 3DP has not conducted, and is not
          obliged to conduct, either a search for, or an analysis of, United
          States patents, Canadian patents and/or patents issued to members of
          the European Patent Community, that may be infringed by the practice
          of any Instrument, as anticipated in this Agreement, [**].

     8.5  Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTION 3.13, 3DP
          MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OR CONDITIONS OF
          ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
          DIRECTEDDIVERSITY(R) PATENT RIGHTS, THE THERMOFLUOR(R) TECHNOLOGY, OR
          THE INSTRUMENTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                                   ARTICLE 9

                             TERM AND TERMINATION

     9.1  Term.  This Agreement shall commence upon the Effective Date and shall
          expire upon the expiration of all of the licenses granted in Article 2
          and Article 3.  The license grant to BMS pursuant to Article 2 shall
          terminate upon the expiration or lapse of the last-to-expire
          DirectedDiversity(R) Patent Rights listed in Exhibit A,

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      15
<PAGE>

          and the license grant to BMS pursuant to Article 3 shall terminate
          upon the expiration or lapse of the last-to-expire ThermoFluor(R)
          Patent Rights listed in EXHIBIT C.

     9.2  Termination for Breach. The failure by a Party to comply with any of
          the material obligations contained in this Agreement shall entitle the
          other Party to give notice to the allegedly breaching Party to have
          the default cured. If such default is not cured within sixty (60) days
          after the receipt of such notice, or diligent and ongoing steps are
          not taken to cure, if by its nature such default could not be cured
          within sixty (60) days, the notifying Party shall be entitled, without
          prejudice to any of its other rights conferred on it by this
          Agreement, and in addition to any other remedies that may be available
          to it, to terminate this Agreement, provided, however, that such right
          to terminate shall be stayed in the event that, during such sixty (60)
          day period, the Party alleged to have been in default shall have: (a)
          initiated arbitration in accordance with the provisions of Section
          10.1, below, with respect to the alleged default, and (b) diligently
          and in good faith cooperated in the prompt resolution of such
          arbitration proceedings.

     9.3  No Waiver. The right of a Party to terminate this Agreement, as
          provided in Section 9.2, shall not be affected in any way by its
          waiver or failure to take action with respect to any prior default.

     9.4  Insolvency or Bankruptcy.

          9.4.1  Either Party may, in addition to any other remedies available
                 by law or in equity, terminate this Agreement by written notice
                 to the other Party in the event that the latter Party shall
                 have become insolvent or bankrupt, or shall have an assignment
                 for the benefit of its creditors, or there shall have been
                 appointed a trustee or receiver of the other Party or for all
                 or a substantial part of its property, or any case or
                 proceeding shall have been commenced or other action taken by
                 or against the other Party in bankruptcy or seeking
                 reorganization, liquidation, dissolution, winding-up,
                 arrangement or readjustment of its debts or any other relief
                 under any bankruptcy, insolvency, reorganization or other
                 similar act or law of any jurisdiction now or hereafter in
                 effect, or there shall have been issued a warrant of
                 attachment, execution, distraint or similar process against any
                 substantial part of the property of the other Party, and any
                 such event shall have continued for 90 days undismissed,
                 unbonded and undischarged.

          9.4.2  All rights and licenses granted under or pursuant to this
                 Agreement by BMS or 3DP are, and shall otherwise be deemed to
                 be, for purposes of Section 365(n) of the U.S. Bankruptcy Code,
                 licenses of right to "Intellectual Property," as defined under
                 Section 101 of the U.S. Bankruptcy Code. The Parties agree that
                 the Parties, as licensees of such rights under this Agreement,
                 shall retain and may fully exercise all of their

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      16
<PAGE>

               rights and elections under the U.S. Bankruptcy Code. The Parties
               further agree that, in the event of the commencement of a
               bankruptcy proceeding by or against either Party under the U.S.
               Bankruptcy Code, the Party hereto which is not a party to such
               proceeding shall be entitled to a complete duplicate of (or
               complete access to, as appropriate) any such intellectual
               property and all embodiments of such relevant intellectual
               property, and same, if not already in their possession, shall be
               promptly delivered to them (i) upon any such commencement of a
               bankruptcy proceeding upon their written request therefor, unless
               the Party subject to such proceedings elects to continue to
               perform all of their obligations under this Agreement, or (ii) if
               not delivered under (i) above, upon the rejection of this
               Agreement by or on behalf of the Party subject to such proceeding
               upon written request therefor by a nonsubject Party.

     9.5  Survival of Obligations. The termination or expiration of this
          Agreement shall not relieve the Parties of any obligations accruing
          prior to such termination, and any such termination shall be without
          prejudice to the rights of either Party against the other. The
          provisions of Section 2.3, Section 3.6, Section 3.7, Section 3.8,
          Section 3.13, Section 3.14, Section 4.5, Section 5.2, Article 6,
          Section 8.5, Section 9.5, Article 10, Article 11 and Article 12
          (except Section 12.5) shall survive any termination of this Agreement.

     9.6  Return of Confidential Information. Upon termination of this Agreement
          by 3DP pursuant to Section 9.2 or 9.4, BMS will promptly return all
          3DP Confidential Information related to ThermoFluor(R) Technology
          transferred to it under this Agreement, whether in oral, written,
          graphic or electronic form, and will cease all use of ThermoFluor(R)
          Technology; provided, however, that BMS shall thereafter continue to
          have all rights to use any information or results obtained by BMS from
          its use of ThermoFluor(R) Technology during the term of this
          Agreement, and 3DP will return all BMS Confidential Information
          received hereunder. Notwithstanding the provisions above in Section
          9.6, BMS may retain and use 3DP Confidential Information related to
          ThermoFluor(R) Technology solely with respect to the Instruments it
          has purchased from 3DP hereunder, but not to build or modify any
          Instrument, or any instrument performing the same or similar function
          to an Instrument, and not to disclose to or use such information for
          any Third Party.

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission. The omitted
    portions have been filed separately with the Commission

                                      17
<PAGE>

                                   ARTICLE 10

                               DISPUTE RESOLUTION

10.1    Dispute Resolution. Any dispute concerning or arising out of this
        Agreement or concerning the existence or validity hereof, shall be
        determined by the following procedure.

        10.1.1  Both Parties understand and appreciate that their long term
                mutual interest will be best served by affecting a rapid and
                fair resolution of any claims or disputes which may arise out of
                services performed under this Agreement or from any dispute
                concerning the terms of this Agreement. Therefore, both Parties
                agree to use their reasonable best efforts to resolve all such
                disputes as rapidly as practicable on a fair and equitable
                basis. Toward this end, both Parties agree to develop and follow
                a process for presenting, rapidly assessing, and settling claims
                on a fair and equitable basis that takes into account the
                precise subject and nature of the dispute.

        10.1.2  If any dispute or claim arising under this Agreement cannot be
                readily resolved by the Parties pursuant to the process
                described above, then the Parties agree to refer the matter to a
                panel consisting of the Chief Executive Officer of 3DP, and the
                Senior Vice President of Early Discovery and Applied Technology
                for BMS, or a comparable position selected by either Party from
                time to time, for review and a non-binding resolution. A copy of
                the terms of this Agreement, agreed upon facts (and areas of
                disagreement), and concise summary of the basis for each side's
                contentions will be provided to both such representatives who
                shall review the same, confer, and attempt to reach a mutual
                resolution of the issue.

        10.1.3  If the matter has not been resolved utilizing the foregoing
                process, and the Parties are unwilling to accept the non-binding
                decision of the indicated panel, either or both Parties may
                elect to pursue definitive resolution through binding
                arbitration, which the Parties agree to accept in lieu of
                litigation or other legally-available remedies (with the
                exception of injunctive relief where such relief is necessary to
                protect a Party from irreparable harm pending the outcome of any
                such arbitration proceeding). Binding arbitration shall be
                settled in accordance with the Commercial Arbitration Rules of
                the American Arbitration Association by a panel of three
                arbitrators chosen in accordance with these Rules. This
                Agreement shall be governed by and construed in accordance with
                the substantive laws of the State of Delaware, without regard to
                the conflicts of laws provisions of Delaware. The arbitration
                will be held in Wilmington, Delaware. Judgment upon the award
                rendered may be entered in any court having jurisdiction and the
                Parties hereby consent to the said

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      18
<PAGE>

                    jurisdiction and venue, and further irrevocably waive any
                    objection which either Party may have now or hereafter to
                    the laying of venue of any proceedings in said courts and to
                    any claim that such proceedings have been brought in an
                    inconvenient forum, and further irrevocably agree that a
                    judgment or order in any such proceeding shall be conclusive
                    and binding upon the Parties and may be enforced in the
                    courts of any other jurisdiction.

                                   ARTICLE 11

                                INDEMNIFICATION

        11.1    Indemnification of 3DP. BMS shall indemnify and defend 3DP and
                its Affiliates, and the directors, officers, employees, agents
                and counsel of 3DP and such Affiliates, and the successors and
                assigns of any of the foregoing (the "3DP Indemnitees"), and
                hold the 3DP Indemnitees harmless from and against any and all
                losses resulting from any claim, suit or proceeding brought by
                one or more Third Parties against a 3DP Indemnitee, arising from
                or occurring as a result of the operations by BMS under the
                DirectedDiversity(R) Patent Rights or the ThermoFluor(R)
                Technology or use of the Instruments, or the discovery,
                evaluation, manufacture, import, use, offer for sale or sale of
                products developed in whole or in part through the operations by
                BMS under the DirectedDiversity(R) Patent Rights and the
                ThermoFluor(R) Technology or use of the Instruments, except to
                the extent any such claim, suit or proceeding results from the
                breach of any of the provisions of this Agreement, gross
                negligence or willful misconduct of 3DP.

        11.2    Procedure. Any of the 3DP Indemnitees that intends to claim
                indemnification under this Article 11 shall promptly notify BMS
                (the "Indemnitor") in writing of any liability, damage, loss,
                cost and/or expense (including reasonable attorneys' fees)
                arising out of Third Party claims or lawsuits in respect of
                which the 3DP Indemnitee intends to claim such indemnification,
                and shall permit the Indemnitor to assume direction and control
                of the defense of the claim (including the selection of counsel,
                reasonably acceptable to the 3DP Indemnitee, and the right to
                negotiate a settlement, at the discretion of the Indemnitor,
                provided that such settlement does not impose any material
                obligation or detriment on the 3DP Indemnitee), and shall
                cooperate as requested (at the expense of the Indemnitor) in the
                defense of the claim; provided, however, that a 3DP Indemnitee
                shall have the right to retain its own counsel, with the fees
                and expenses to be paid by such 3DP Indemnitee. The failure to
                deliver written notice to the Indemnitor within a reasonable
                time after the commencement of any such action, if prejudicial
                to its ability to defend such action, shall relieve the
                Indemnitor of any liability to the 3DP Indemnitee under this
                Article 11. At the Indemnitor's request, the 3DP Indemnitee
                under this Article 11, and its employees and agents, shall
                cooperate

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      19
<PAGE>

                fully with the Indemnitor and its legal representatives in the
                investigation of any loss covered by this indemnification and
                provide true, correct and complete information with respect
                thereto.

                                  ARTICLE 12

                                 MISCELLANEOUS

        12.1    Entire Agreement. This Agreement, and the DiscoverWorks Drug
                Discovery Collaboration Agreement, the GPCR License And User
                Agreement and the PERT Internal Use License and Option
                Agreement, all entered into simultaneously with this Agreement,
                constitute and contain the entire understanding and agreement of
                the Parties respecting the subject matters of these respective
                agreements, and cancel and supersede any and all prior
                negotiations, correspondence, understandings and agreements
                between the Parties, whether oral or written, regarding such
                subject matters.

        12.2    Further Actions. Each Party agrees to execute, acknowledge and
                deliver such further instruments and to do all such other acts
                as may be necessary or appropriate in order to carry out the
                purposes and intent of this Agreement.

        12.3    Binding Effect. This Agreement and the rights granted herein
                shall be binding upon and shall inure to the benefit of 3DP,
                BMS, and their successors and permitted assigns.

        12.4    Assignment. Neither Party shall assign this Agreement without
                the prior written consent of the other Party; provided, however,
                that either Party may assign this Agreement without the prior
                written consent of the other Party in connection with the sale
                or transfer of substantially all of its assets that relate to
                this Agreement, or in the event of its merger or consolidation
                or change of control or similar transaction. Any permitted
                assignee shall assume all obligations of its assignor under this
                Agreement.

        12.5    Restrictions on Unsolicited Activities. In consideration of the
                licenses granted hereunder, BMS agrees that for the term of this
                Agreement, without the prior written consent of the board of
                directors of 3DP, neither BMS nor any of its respective
                Affiliates (including any person or entity directly or
                indirectly, through one or more intermediaries, controlling one
                of these entities, or controlled by one of these entities or
                under common control with one of these entities) will (i)
                purchase, offer or agree to purchase, or announce an intention
                to purchase, directly or indirectly, any securities or assets of
                3DP; (ii) make, or in any way participate, directly or
                indirectly, in any "solicitation" of "proxies" to vote or
                "consents" (as such terms are used in the rules and regulations
                of the Securities

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      20
<PAGE>

                and Exchange Commission), or seek to advise or influence any
                person with respect to the voting of any voting securities of
                3DP or any Affiliate thereof; (iii) initiate or support,
                directly or indirectly, any stockholder proposal with respect to
                3DP; (iv) directly or indirectly make any public announcement
                with respect to, or submit a proposal for, or offer of (with or
                without conditions) any extraordinary transaction involving 3DP
                or its securities or assets, or any Affiliate thereof, or of any
                successor to or person in control of 3DP or any of its
                businesses, or any assets of 3DP any Affiliate or division
                thereof, or of any such successor or controlling person; or (v)
                form, join or in any way participate in a "group" as defined in
                Section 13(d)(3) of the Exchange Act in connection with any of
                the foregoing. Nothing contained in this Section 12.5 shall
                prohibit the ownership by BMS of up to 1% of any class of
                securities of 3DP which are registered pursuant to the Exchange
                Act.

        12.6    No Implied Licenses. No rights to any other patents, Know-how or
                technical information, or other Intellectual Property rights,
                other than as explicitly identified herein, are granted or
                deemed granted by this Agreement. No right, expressed or
                implied, is granted by this Agreement to a Party to use in any
                manner the name or any other trade name or trademark of the
                other Party in connection with the performance of this
                Agreement.

        12.7    No Waiver. No waiver, modification or amendment of any provision
                of this Agreement shall be valid or effective unless made in
                writing and signed by a duly authorized officer of each Party.
                The failure of either Party to assert a right hereunder or to
                insist upon compliance with any term or condition of this
                Agreement shall not constitute a waiver of that right or excuse
                a similar subsequent failure to perform any such term or
                condition.

        12.8    Force Majeure. The failure of a Party to perform any obligation
                under this Agreement by reason of acts of God, acts of
                governments, riots, wars, strikes, accidents or deficiencies in
                materials or transportation or other causes of a similar
                magnitude beyond its control shall not be deemed to be a breach
                of this Agreement.

        12.9    Independent Contractors. Both Parties are independent
                contractors under this Agreement. Nothing contained in this
                Agreement is intended nor is to be construed so as to constitute
                3DP or BMS as partners or joint venturers with respect to this
                Agreement. Neither Party shall have any express or implied right
                or authority to assume or create any obligations on behalf of or
                in the name of the other Party or to bind the other Party to any
                other contract, agreement, or undertaking with any Third Party.

        12.10   Notices and Deliveries. Any formal notices, request, delivery,
                approval or consent required or permitted to be given under this
                Agreement shall be in writing and shall be deemed to have been
                sufficiently given when it is received, whether

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      21
<PAGE>

                delivered in person, transmitted by facsimile with
                contemporaneous confirmation, delivered by registered letter (or
                its equivalent) or delivered by overnight courier service
                (receipt required), to the Party to which it is directed at its
                address shown below or such other address as such Party shall
                have last given by notice to the other Parties.

                If to BMS:

                Bristol-Myers Squibb Company
                Route 206 & Province Line Road
                P.O. Box 4000
                Princeton, New Jersey 08543
                ATTN:  Vice President and Senior Counsel
                       Pharmaceutical Research Institute


                If to 3DP:                           with a copy to:

                3-Dimensional Pharmaceuticals, Inc.  Morgan, Lewis & Bockius LLP
                Eagleview Corporate Center           502 Carnegie Center
                665 Stockton Drive, Suite 104        Princeton, New Jersey 08540
                Exton, PA  10341
                ATTN: Chief Executive Officer        ATTN: Randall B. Sunberg,
                                                           Esq.

        12.11   Public Announcements. The Parties shall consult with each other
                and reach mutual written agreement before making any public
                announcement concerning this Agreement or its subject matter.
                Notwithstanding the foregoing, the Parties may disclose the
                existence and general nature of this Agreement and may make
                disclosures for purposes of satisfying legal and regulatory
                requirements in accordance with Article 6; however, neither
                Party shall use the name of the other Party for promotional
                purposes.

        12.12   Headings. The captions to the sections in this Agreement are not
                a part of this Agreement, and are included merely for
                convenience of reference only and shall not affect its meaning
                or interpretation.

        12.13   Severability. If any provision of this Agreement becomes or is
                declared by a court of competent jurisdiction to be illegal,
                unenforceable or void, this Agreement shall continue in full
                force and effect without said provision, so long as the
                Agreement, taking into account said voided provision(s),
                continues to provide the Parties with the same practical
                economic benefits as the Agreement containing said voided
                provision(s) did on the Effective Date. If, after taking into
                account said voided provision(s), the Parties are unable to
                realize the practical economic benefit contemplated on the
                Effective Date, the Parties shall negotiate

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      22
<PAGE>

                in good faith to amend this Agreement to reestablish the
                practical economic benefit provided the Parties on the Effective
                Date.

        12.14   No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ANY
                OF ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY
                OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL OR
                CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT,
                NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT
                LIMITED TO, LOSS OF PROFITS OR REVENUE, OR CLAIMS OF CUSTOMERS
                OF ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH OTHER DAMAGES.

        12.15   Applicable Law. This Agreement shall be governed by and
                interpreted in accordance with the laws of the State of
                Delaware, without reference to its conflicts of laws provisions.

        12.16   Advice of Counsel. BMS and 3DP have each consulted with counsel
                of their choice regarding this Agreement, and each acknowledges
                and agrees that this Agreement shall not be deemed to have been
                drafted by one party or another and will be construed
                accordingly.

        12.17   Counterparts. This Agreement may be executed in counterparts, or
                facsimile versions, each of which shall be deemed to be an
                original, and both of which together shall be deemed to be one
                and the same agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the date first above written,
each copy of which shall for all purposes be deemed to be an original.


3-DIMENSIONAL PHARMACEUTICALS, INC.          BRISTOL-MYERS SQUIBB COMPANY

By:  /s/ David C. U'Prichard                 By:   /s/ Marilyn Hartig

Name:  David C. U'Prichard, Ph.D.            Name:  Marilyn Hartig, Ph.D.

Title: Chief Executive Officer               Title:  VP, External Sciences
                                                      & Technology

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      23
<PAGE>

                                   EXHIBIT A
                      DIRECTED DIVERSITY(R) PATENT RIGHTS

<TABLE>
<CAPTION>
                                                                                               Patent No.         Issue Date
    SKGF Ref.                       Title                  Serial Number    Filing Date     (if applicable)    (if applicable)
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                    <C>             <C>             <C>                 <C>
1503.0010000        System and Method of Automatically         08/306,915        09/16/94     5,463,564          10/31/95
                    Generating Chemical Compounds with
                    Desired Properties
------------------------------------------------------------------------------------------------------------------------------
1503.0010001        System and Method  of Automatically        08/535,822        09/28/95     5,574,656          11/12/96
                    Generating Chemical Compounds with
                    Desired Properties
------------------------------------------------------------------------------------------------------------------------------
1503.0010002        System and Method of Automatically         08/698,246        08/15/96     5,684,711          11/04/97
                    Generating Chemical Compounds with
                    Desired Properties
------------------------------------------------------------------------------------------------------------------------------
1503.0010003        System, Method and Computer Program        08/904,737        08/01/97     5,901,069          05/04/99
                    Product for At Least Partially
                    Automatically Generating Chemical
                    Compounds with Desired Properties
                    From a List of Potential Chemical
                    Compounds to Synthesize
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
1503.001EP00        System and Method of Automatically         95933748.6        09/11/95     0781436            07/02/97
                    Generating Chemical Compounds with                                        (Published)        (Publication
                    Desired Properties                                                                           date)
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                       [**]              [**]
------------------------------------------------------------------------------------------------------------------------------
1503.020EP01        System, Method and Computer Program        97948320.3        11/04/97     0935784            08/18/99
                    Product for Identifying Chemical                                          (Published)        (Publication
                    Compounds Having Desired Properties                                                          date)
------------------------------------------------------------------------------------------------------------------------------
1503.020EP02        System, Method, and Computer Program       97946679.4        11/04/97     0935789            08/18/99
                    Product for the Visualization and                                         (Published)        (Publication
                    Interactive Processing and Analysis                                                          date)
                    of Chemical Data
</TABLE>

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      24
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
1503.020PC03        System, Method, and Computer Program   PCT/US99/09963       05/07/99       WO 99/57686       11/11/99
                    Product for Representing Proximity                                         (Published)       (Publication
                    Data in A Multi-dimensional Space                                                            date)
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                    <C>                  <C>            <C>               <C>
[**]                [**]                                   [**]                 [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                   [**]                 [**]
------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                   [**]                 [**]
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit A

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      25
<PAGE>

                                   EXHIBIT B

                            Scriptgen Patent Rights
                            -----------------------

United States Patent No. 5, 585, 277

United States Patent No. 5, 679, 582

International Patent Application PCT/US96/19698


**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission


                                      26
<PAGE>

                                   EXHIBIT C
                         THERMOFLUOR(R) PATENT RIGHTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Patent No.       Issue Date
      SKGF Ref.                           Title                        Serial Number  Filing Date  (if applicable)   (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                <C>            <C>          <C>               <C>
1503.0110001        Microplate Thermal Shift Assay for Ligand          08/853,464     05/09/97     6,020,141         02/01/00
                    Development and Multi-variable Protein Chemistry
                    Optimization
------------------------------------------------------------------------------------------------------------------------------------
1503.0110002        Microplate Thermal Shift Assay for Ligand          08/853,459     05/09/97     6,036,920         03/14/00
                    Development and Multi-variable Protein Chemistry
                    Optimization
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
1503.011EP03        Microplate Thermal Shift Assay and Apparatus for   97927628.4     05/09/97     0914608           05/12/99
                    Ligand Development and Multi-variable Protein                                  (Published)       (Publication
                    Chemistry Optimization                                                                           date)
 -----------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
1503.031PC01        High Throughput Method for Functionally            PCT/US98/24035 11/12/98     WO 99/24050       05/20/99
(Now in Nat Phase)  Classifying Proteins                                                           (Published)       (Publication
                                                                                                                     date)
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
[**]                [**]                                               [**]           [**]
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      27
<PAGE>

                                  EXHIBIT D.1

[**]


                                  EXHIBIT D.2

[**]


**  Certain portions of this Exhibit have been omitted based upon a request for
    confidential treatment that has been filed with the Commission.  The omitted
    portions have been filed separately with the Commission

                                      28