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                                                                   EXHIBIT 10.71

                               SERVICES AGREEMENT

         THIS SERVICES  AGREEMENT (this "Agreement") is made and entered into as
of June 15,  1999  (the  "Effective  Date")  by and  among  Catalytica  Advanced
Technologies,  Inc.,  a  Delaware  corporation,  of  Mountain  View,  California
("CAT"),  CombiChem,  Inc.,  a Delaware  corporation,  of San Diego,  California
("CombiChem"),  and Aperion,  L.L.C., a Delaware limited liability  company,  of
Mountain View, California ("LLC").

         WHEREAS,  CAT and CombiChem  have organized LLC pursuant to the Limited
Liability  Company  Operating  Agreement  of LLC  dated  the  date  hereof  (the
"Operating Agreement") for the purposes described in the Operating Agreement,

         WHEREAS, CAT and CombiChem currently own all membership interests in
LLC; and

         WHEREAS, LLC desires that CAT and CombiChem provide certain services to
LLC and CAT and  CombiChem  desire to provide such services to LLC, on the terms
set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein and for other good and valuable consideration,  the receipt and
adequacy of which is hereby acknowledged, the Parties agree as follows:

          Section 1.       Definitions

                  A.       "Claim" "CAT and CombiChem Indemnitees" and "LLC
                           Indemnitees" shall have the respective meanings set
                           forth in Section 8 hereof.

                  B.       "Service Costs" shall mean all direct or indirect
                           costs, fees and out-of-pocket or other expenses
                           incurred, paid or accrued by CAT, or CombiChem, in
                           respect of the services provided to LLC by or on
                           behalf of CAT or CombiChem as the case may be,
                           pursuant to Section 2 hereof, and determined in
                           accordance with United States generally accepted
                           accounting principles and Section 3 hereof.

                  C.       "Service Period" shall mean the period from the
                           Effective Date until December 31, 2000; thereafter,
                           the Service Period shall be extended for additional
                           terms of one (1) year unless either Member gives
                           notice to the other Member of its desire to terminate
                           this Agreement at least ninety (90) days prior to the
                           termination of any such subsequent term.

                  D.       "License Agreements" shall mean (1) the License
                           Agreement between CAT and LLC dated the date hereof
                           and (2) the License Agreement between CombiChem and
                           LLC dated the date hereof.

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                  E.       "Party" shall mean either CAT, CombiChem or LLC,
                           depending on the context in which the term appears,
                           and when used in the plural form shall mean CAT and
                           CombiChem and LLC.

                  F.       Any capitalized terms used in this Agreement without
                           definition will have the meanings given to them in
                           the Operating Agreement or the License Agreements, as
                           the case may be.

         Section  2.       Services To Be Provided

                  A.       Services.  LLC hereby  engages CAT and  CombiChem  to
                           provide,  or  arrange to  provide,  to LLC during the
                           Service Period certain  general,  administrative  and
                           technical  services  requested  from  time to time by
                           LLC,  including,  without  limitation,  the  services
                           described generally below. CAT and CombiChem agree to
                           use their commercially reasonable efforts to provide,
                           upon the request of, and in the sole  discretion  of,
                           LLC specific  services  within the following  general
                           categories,  at  reasonable  times and in the  manner
                           requested by LLC.

                           [1] Research and development services and technical
                               service support, including without limitation:

                           -   Technological assistance (access to specialized
                               expertise and facilities in various technical
                               disciplines, development programs and projects
                               agreed upon by the Parties, including budgets
                               therefor, environmental affairs, facilities
                               planning and management);

                           -   Computer assisted catalytic activity discovery
                               and improvement

                           -   Catalyst synthesis and characterization

                           -   Internal analytical services (to include but not
                               to be limited to engineering technical support)

                           -   Management information services (support of a
                               corporate network, hardware acquisition, hardware
                               and software policies, software support)

                           [2] Administrative services, including without
                               limitation:

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                           -   Risk management (centralized insurance
                               purchasing, claims handling, support for product,
                               worker safety and environmental programs
                               (although LLC has principal responsibility for
                               compliance))

                           -   Tax planning and filing (general tax
                               consultation, state, local and federal returns
                               and audits, acquisition tax analysis)

                           -   Accounting services (corporate records,
                               Securities and Exchange Commission ("SEC")
                               filing, annual and quarterly financial reports,
                               preparation of monthly financial statements,
                               internal audit support services)

                           -   Legal services (general counsel, litigation
                               management, SEC filings, contract negotiation and
                               preparation, legal/regulatory compliance,
                               acquisition negotiation and preparation of
                               documentation, patent and trademark protection)

                           -   Human resources (administration of group and
                               disability benefits, administration of stock,
                               pension and retirement plans, advice on employee
                               relations, executive recruiting, training,
                               compensation, termination and other similar
                               matters, access to pool of specialists and other
                               key personnel)

                           -   Corporate record keeping services (minutes of
                               meetings of LLC's Board of Managers and Members,
                               supervision of transfer agents and registrars,
                               maintenance of stock records, insider trading
                               records/compliance)

                          [3]  Financial services

                           -   Banking services administration, including
                               without limitation banking accounts
                               administration, loan administration, covenant
                               compliance administration, maintenance of cash
                               collections and disbursement systems, arranging
                               letters of credit, foreign exchange, and cash
                               transfers;

                           -   Financial management and information, including
                               without limitation cash management, pension fund
                               management, leasing, customer financing,
                               information on financial markets and products,




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                               information on foreign currency, risk assessment
                               and hedge strategies;

                           -   Arrangement of credit support, including without
                               limitation insurance performance and bid bonds,
                               letters of credit, and corporate guarantees where
                               deemed appropriate by CAT or CombiChem;

                           -   Investment banking services, including without
                               limitation advice and support for equity and debt
                               financing, analysis, negotiations, advice and
                               support for mergers and acquisitions, investor
                               relations and management of relationships with
                               equity financial analysts;

                           -   Banking and credit services, including without
                               limitation cash management, access to external
                               debt sources, compliance with external financial
                               covenants and internal financial policies, long
                               range financial planning;

                          [4]  Leasing and maintenance of facilities.

                          [5]  Marketing and sales services

                           -   Identification of and sales visits to potential
                               customers for the products of LLC.

                           -   Preparation of marketing information and purchase
                               orders, and communications with customers
                               regarding the same.

                           -   Technical support for customers who purchase
                               services and/or products of LLC including
                               installation and ongoing troubleshooting.

                   B.       Standard of Care. In providing services hereunder,
                            CAT and CombiChem shall use, and LLC hereby agrees
                            to accept in all respects, the same standard of
                            skill and care and the same deadline priorities that
                            CAT or CombiChem, as the case may be, use in the
                            course of undertaking similar services for
                            themselves. Provided, for services which are
                            experimental or developmental in nature, CAT and
                            CombiChem shall carry out the services using
                            professionally qualified personnel in accordance
                            with generally accepted professional standards;
                            however, LLC recognizes and




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                            accepts that, for such development work, there can
                            be no guarantee of success or that the services will
                            be completed in a certain time.

                  C.        No Limitation. Not withstanding anything to the
                            contrary in this Agreement, nothing in this
                            Agreement shall limit the rights of LLC at any time
                            during the Service Period to

                            [1] obtain any of the services listed in Section
                                2(A) of this Agreement from any third party
                                instead of CAT or CombiChem;

                            [2] develop the capacity to perform any of the
                                services listed in Section 2(A) of this
                                Agreement itself; including but not limited to
                                by hiring its own employees, should LLC choose
                                to do so; or

                            [3] reduce the quantity or frequency of any of the
                                services provided by CAT or CombiChem, whether
                                or not LLC obtains replacement for the reduced
                                services from a third party or itself.

                  LLC will have the right to terminate  or reduce the  provision
                  of any  category  of the  services  at any time  upon at least
                  ninety (90) days advance  notice in writing to the provider of
                  such  services.  LLC's  sole  obligation  and  liability  with
                  respect to such terminated or reduced  services will be to pay
                  all amounts due for such services up to the effective  date of
                  termination or reduction.

                   D.       Division of Services Between CAT and CombiChem. The
                            division of services during the Service Period shall
                            be determined by the Board of Managers of LLC.

                   E.       Personnel. CAT and CombiChem agree that the
                            commitment to provide services under this Agreement
                            includes the commitment that a sufficient number of
                            qualified employees will be released from their
                            duties at CAT or CombiChem, as the case may be, and
                            will be assigned to work on LLC's activities for
                            whatever period of time is necessary to insure that
                            the services requested by LLC will be performed in a
                            timely and efficient manner. All employees of CAT
                            and CombiChem assigned to work on LLC's activities
                            will receive their salaries and fringe benefits
                            from, and will be covered by the benefit plans of,
                            their own employer and not LLC. Each of the assigned
                            employees who are budgeted to spend more than 50%
                            (computed as a percentage of their aggregate time
                            performing services for their respective employer)
                            of their time performing services for LLC shall
                            commit to expend time and effort on behalf of LLC in




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                           preference to any other assigned activities by their
                           employer, and their performance appraisals shall be
                           based predominantly on their achievements while
                           performing services for LLC.

                    F.     Independent Contractor. Each of CAT and CombiChem
                           will be acting as an independent contractor in their
                           activities under this Agreement, and not in any other
                           capacity. Except to the extent provided in the
                           Operating Agreement, neither CAT or CombiChem nor any
                           person performing Services on behalf of CAT or
                           CombiChem authorized to bind LLC to any obligations.

                    G.     Protection of Information. CAT and CombiChem, as the
                           case may be, will establish and maintain safeguards
                           against the destruction, loss or alteration of LLC's
                           data in the possession of CAT or CombiChem which are
                           no less rigorous than those maintained by CAT or
                           CombiChem, as the case may be, for safeguarding its
                           own information of a similar nature. CAT and
                           CombiChem, as the case may be, will establish and
                           maintain safeguards against the disclosure to third
                           parties of LLC's data which are no less rigorous than
                           those maintained by CAT or CombiChem to insure the
                           confidentiality of its own information of a similar
                           nature.

                    H.     Changes in Business Practices. This Agreement will
                           not limit or restrict the right of either CAT or
                           CombiChem, as the case may be, to change its business
                           procedures, systems, processes or locations. CAT or
                           CombiChem, as the case may be, will provide LLC with
                           at least ninety (90) days advance written notice of
                           any change in the ordinary course of its business
                           that will affect the provision of Services to LLC. If
                           any changes described in the preceding sentence are
                           of such nature that LLC would reasonably be expected
                           to require more than ninety (90) days to respond to
                           the change, CAT or CombiChem, as the case may be,
                           will provide LLC with a greater period of advance
                           written notice that is reasonable under the
                           circumstances.

                    I.     Access to Records. Each of the Members shall have the
                           right to request an audit of such records (to the
                           extent relevant to the issue at hand), at its own
                           expense and not more than once in or with respect of
                           any calendar year, to determine the correctness of
                           any amount of Capital Contribution to LLC made under
                           this Agreement. If a Member desires to audit such
                           records, it shall utilize an independent, certified
                           public accountant of its choice to examine such
                           records reasonably acceptable to such other Member.
                           Such accountant shall be instructed to provide the
                           Member desiring the audit a


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                           report on the findings of the agreed upon procedures
                           which verifies any previous report made or payment
                           submitted by the audited Member during such period.
                           The expense of such audit shall be borne by the
                           auditing Member; provided, however, that if an error
                           in favor of the auditing Member of more than five
                           percent (5%) is discovered, then such expense shall
                           be paid by the audited Member.

                           In the event such examination reveals that additional
                           Capital   Contributions   were   owed  to  LLC,   the
                           additional Capital  Contribution (and, if applicable,
                           reimbursement  of the expenses  incurred with respect
                           to such audit to be paid to the other  Member)  shall
                           be paid by the audited Member within thirty (30) days
                           of the date the  audited  Member  receives  a written
                           report prepared by the independent  certified  public
                           accountants    specifying    the    basis   for   its
                           determination.  In the event  that  such  examination
                           reveals that the audited Member overpaid the auditing
                           Member an amount payable hereunder, then the auditing
                           Member shall pay audited  Member  within  thirty (30)
                           days of  written  notification  of  such  examination
                           determination  an amount  equal to such  overpayment.
                           The Members hereby agree that all information subject
                           to  review   under  this   section  is   confidential
                           information and that the independent certified public
                           accountant shall only disclose to the auditing Member
                           the amount payable  hereunder as determined from such
                           examination and that the independent certified public
                           accountant  shall  retain  all  such  information  in
                           confidence.  Upon the  expiration  of three (3) years
                           following  the end of any  calendar  year,  the audit
                           right  hereunder  shall  expire with  respect to such
                           calendar year and the  calculation of amounts payable
                           with respect to such  calendar  year shall be binding
                           and  conclusive  upon both  Members  and each  Member
                           shall   be   released    from   any    liability   or
                           accountability  with  respect  to  payments  for such
                           year.

            Section 3.     Service Costs as Capital Contributions under the
                           Operating Agreement

                    A.     Crediting of Service Costs. Services performed by
                           either CAT or CombiChem, as the case may be, shall be
                           treated as Capital Contributions of that Member under
                           the Operating Agreement; the amount of such Capital
                           Contribution credited to each such Member shall be
                           one hundred percent (100%) of all Service Costs for
                           CombiChem and/or CAT, as the case may be.

                    B.     Calculation of Service Costs. The method for
                           calculating the Service Costs of CombiChem and/or CAT
                           shall be mutually agreed upon by the

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                           Members prior to approval of each Annual Budget by
                           the Board of Managers.

            Section 4.      Ownership Of Technology

                  Subject  to the  provisions  of the  Operating  Agreement  and
                  License Agreements,  all Technology conceived and developed by
                  CAT and/or  CombiChem in the course of  rendering  services to
                  LLC  hereunder  that  is  not  CombiChem   Technology  or  CAT
                  Technology shall be owned by LLC. LLC hereby grants to CAT and
                  CombiChem a royalty-free,  worldwide, non-exclusive license to
                  use the LLC Technology  solely outside the Field. This license
                  right shall  include a right on the part of  CombiChem  and/or
                  CAT to grant sublicenses.

            Section 5.     Representations And Warranties

                    A.     Representations and Warranties of CAT. CAT represents
                           and warrants to LLC as follows:

                           [1]      CAT is a corporation duly organized, validly
                                    existing and in good standing under the laws
                                    of the state of Delaware  with all requisite
                                    corporate powers and authority necessary for
                                    executing,  delivering  and  performing  its
                                    obligations under this Agreement;

                           [2]      the execution,  delivery and  performance of
                                    this  Agreement has been duly  authorized by
                                    all necessary  corporate  action on the part
                                    of CAT;

                           [3]      this  Agreement  has been duly  executed and
                                    delivered  by CAT and is a legal,  valid and
                                    binding  obligation of CAT and,  enforceable
                                    against  CAT in  accordance  with its  terms
                                    except   (i)  as   limited   by   applicable
                                    bankruptcy,   insolvency,    reorganization,
                                    moratorium   and  other   laws  of   general
                                    application    affecting    enforcement   of
                                    creditors'  rights  generally  and  (ii)  as
                                    limited by laws relating to the availability
                                    of specific  performance,  injunctive relief
                                    or other equitable remedies; and

                           [4]      the execution,  delivery and  performance of
                                    this   Agreement   does  not  and  will  not
                                    conflict with or contravene any provision of
                                    the charter  documents  or by laws of CAT or
                                    any    material     agreement,     document,
                                    instrument, indenture or other obligation of
                                    CAT.


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                    B.     Representations and Warranties of CombiChem .
                           CombiChem represents and warrants to LLC as follows:

                           [1]      CombiChem is a corporation  duly  organized,
                                    validly  existing and in good standing under
                                    the laws of the state of  Delaware  with all
                                    requisite  corporate  powers  and  authority
                                    necessary  for  executing,   delivering  and
                                    performing   its   obligations   under  this
                                    Agreement;

                           [2]      the execution,  delivery and  performance of
                                    this  Agreement has been duly  authorized by
                                    all necessary  corporate  action on the part
                                    of CombiChem

                           [3]      this  Agreement  has been duly  executed and
                                    delivered by CombiChem and is a legal, valid
                                    and   binding   obligation   of   CombiChem,
                                    enforceable  against CombiChem in accordance
                                    with its  terms  except  (i) as  limited  by
                                    applicable      bankruptcy,      insolvency,
                                    reorganization, moratorium and other laws of
                                    general application affecting enforcement of
                                    creditors'  rights  generally  and  (ii)  as
                                    limited by laws relating to the availability
                                    of specific  performance,  injunctive relief
                                    or other equitable remedies; and

                           [4]      the execution,  delivery and  performance of
                                    this   Agreement   does  not  and  will  not
                                    conflict with or contravene any provision of
                                    the   charter   documents   or  by  laws  of
                                    CombiChem   or   any   material   agreement,
                                    document,  instrument,  indenture  or  other
                                    obligation of CombiChem.

                    C.     Representations and Warranties of LLC. LLC represents
                           and warrants to each of CAT and CombiChem as follows:

                           [1]      LLC  is a  limited  liability  company  duly
                                    organized,  validly  existing  and  in  good
                                    standing  under  the  laws of the  state  of
                                    Delaware with all requisite corporate powers
                                    and  authority   necessary  for   executing,
                                    delivering and  performing  its  obligations
                                    under this Agreement;

                           [2]      the execution,  delivery and  performance of
                                    this  Agreement has been duly  authorized by
                                    all necessary action on the part of LLC;

                           [3]      this  Agreement  has been duly  executed and
                                    delivered  by LLC and is a legal,  valid and
                                    binding   obligation   of  LLC   enforceable
                                    against



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                                    LLC in accordance with its terms except (i)
                                    as limited by applicable bankruptcy,
                                    insolvency, reorganization, moratorium and
                                    other laws of general application affecting
                                    enforcement of creditors' rights generally
                                    and (ii) as limited by laws relating to the
                                    availability of specific performance,
                                    injunctive relief or other equitable
                                    remedies; and

                           [4]      the execution,  delivery and  performance of
                                    this   Agreement   does  not  and  will  not
                                    conflict with or contravene any provision of
                                    the  Operating  Agreement or any  agreement,
                                    document,  instrument,  indenture  or  other
                                    obligation of LLC.

             Section 6.    Term and Termination

                  This Agreement  shall  terminate upon the earliest to occur of
                  any of the following:  (i) the end of the Service  Period,  or
                  (ii)  the  liquidation  of LLC as  provided  in the  Operating
                  Agreement.  In addition,  this Agreement shall terminate as to
                  either CAT or  CombiChem,  but shall  continue in effect as to
                  the other,  upon the  transfer to a third party of one hundred
                  percent  (100%) of the Member's  Interest of CAT or CombiChem,
                  as the case may be.

             Section 7.    Subcontractors

                  CAT or CombiChem may engage their respective Affiliates or any
                  third  party  to  perform  all  or any  portion  of  CAT's  or
                  CombiChem's duties hereunder;  provided,  however,  that their
                  Affiliates or any such third party shall be bound by the terms
                  of this Agreement and, provided further,  that no such consent
                  shall be required  for the  engagement  by CAT or CombiChem of
                  their  Affiliates or any third party to perform such duties if
                  CAT or CombiChem,  customarily engages such Affiliate or third
                  party to perform  similar duties for CAT or CombiChem,  as the
                  case may be.

             Section 8.    Indemnification

                     A.    LLC shall: (i) indemnify CAT, its successors and
                           assigns, and its directors, officers, employees,
                           agents and counsel thereof (the "CAT Indemnitee(s)"),
                           and (ii) pay on demand and protect, defend, save and
                           hold each CAT Indemnitee harmless from and against,
                           on an after-tax basis, any and all liabilities,
                           damages, losses, settlements, claims, actions, suits,
                           penalties, fines, costs or expenses (including,
                           without limitation, reasonable attorney's fees) (any
                           of the foregoing, a "Claim") incurred by or asserted
                           against any CAT Indemnitee of whatever kind or
                           nature,


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                           including, without limitation any claim or liability
                           based upon negligence, warranty, strict liability,
                           violation of government regulation or infringement of
                           patent or other proprietary rights, arising from or
                           occurring as a result of services provided by CAT to
                           LLC under this Agreement, including, without
                           limitation, a breach thereof by LLC, or the
                           performance by CAT of its respective obligations
                           hereunder, except claims based upon the gross
                           negligence or willful misconduct of CAT.

                     B.    LLC shall: (i) indemnify CombiChem, its successors
                           and assigns, and its directors, officers, employees,
                           agents and counsel thereof (the "CombiChem
                           Indemnitee(s)"), and (ii) pay on demand and protect,
                           defend, save and hold each CombiChem Indemnitee
                           harmless from and against, on an after-tax basis, all
                           Claims incurred by or asserted against any CombiChem
                           Indemnitee of whatever kind or nature, including,
                           without limitation any claim or liability based upon
                           negligence, warranty, strict liability, violation of
                           government regulation or infringement of patent or
                           other proprietary rights, arising from or occurring
                           as a result of services provided by CombiChem to LLC
                           under this Agreement, including, without limitation,
                           a breach thereof by LLC, or the performance by
                           CombiChem of its respective obligations hereunder,
                           except claims based upon the gross negligence or
                           willful misconduct of CombiChem.

                     C.    CAT or CombiChem as the case may be, shall promptly
                           notify LLC of any Claim, upon becoming aware thereof,
                           and permit LLC at LLC's cost to defend such claim or
                           suit and shall cooperate in the defense thereof.
                           Neither CAT or CombiChem, as the case may be, nor LLC
                           shall enter into, or permit, any settlement of any
                           such suit without the express written consent of the
                           other Party. CAT and CAT may, at their option and
                           expense, have their own counsel participate in any
                           proceeding which is under the direction of LLC and
                           will cooperate with LLC and its insurer in the
                           disposition of any such matter.

             Section 9.    General

                     A.    Waiver. No failure on the part of CAT, CombiChem, or
                           LLC to exercise and no delay in exercising any right,
                           power, remedy or privilege under this Agreement, or
                           provided by statute or at law or in equity or
                           otherwise, including, without limitations the right
                           or power to terminate this Agreement, shall impair,
                           prejudice or constitute a waiver of any such right,
                           power, remedy or privilege or be construed as a
                           waiver of any breach of this Agreement or as an
                           acquiescence therein, nor shall any single or


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                           partial exercise of any such right, power, remedy or
                           privilege preclude any other or further exercise
                           thereof or the exercise of any other right, power,
                           remedy or privilege.

                     B.    Force Majeure. Each Party shall be excused for any
                           failure or delay in performing any of its obligations
                           under this Agreement pursuant to Section 3 hereof, if
                           such failure or delay is caused by any act of God or
                           the public enemy, any accident, explosion, fire,
                           storm, earthquake, flood, drought, peril of the sea,
                           riot, embargo, war or foreign, federal, state or
                           municipal order, seizure, requisition or allocation,
                           any failure or delay of transportation, shortage of
                           or inability to obtain supplies, equipment, fuel or
                           labor or any other circumstance or event beyond the
                           reasonable control of the Party relying upon such
                           circumstance or event.

                     C.    Notices. All notices and other communications
                           required or permitted hereunder shall be in writing
                           and shall be deemed effectively given and received
                           (a) upon personal delivery; (b) upon receipt if
                           mailed by registered or certified mail, return
                           receipt requested, postage prepaid, addressed to the
                           recipients at their addresses as listed below (or at
                           such other address for a recipient as a party shall
                           specify by notice in accordance with this Section);
                           or (c) upon confirmed delivery by express commercial
                           courier service (receipt verified) to the recipients
                           at their addresses as listed below (or at such other
                           address for a recipient as a party shall specify by
                           notice in accordance with this Section):

         If to LLC, addressed to:          Aperion LLC
                                           430 Ferguson Drive
                                           Mountain View, CA 94043
                                           Attention: Board of Managers

         With a copy to:                  Catalytica Advanced Technologies, Inc.
                                           430 Ferguson Drive
                                           Mountain View, CA 94043
                                           Attn:  President

          And to:                          CombiChem, Inc. 9050 Camino Santa
                                           Fe San Diego, CA 92121 Attn:
                                           President

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          And to:                          Brobeck Phleger & Harrison LLP
                                           550 West C Street, Suite 1300 San
                                           Diego, CA 92101-3532 Attn: Faye H.
                                           Russell, Esq.

          If to CombiChem, addressed to:   CombiChem, Inc.
                                           9050 Camino Santa Fe
                                           San Diego, CA 92121
                                           Attn: President

          With a copy to:                  Catalytica Advanced
                                           Technologies. 430 Ferguson Drive
                                           Mountain View, CA 94043
                                           Attn: President

          And to:                          Brobeck Phleger & Harrison LLP
                                           550 West C Street, Suite 1300 San
                                           Diego, CA 92101-3532
                                           Attn: Faye H. Russell, Esq.

         If to CAT, addressed to:          Catalytica Advanced Technologies.
                                           430 Ferguson Drive
                                           Mountain View, CA 94043
                                           Attn:  President

         With a copy to:                   CombiChem, Inc.
                                           9050 Camino Santa Fe
                                           San Diego, CA 92121
                                           Attn:  President

         And to:                           Brobeck Phleger & Harrison LLP
                                           550 West C Street, Suite 1300
                                           San Diego, CA 92101-3532
                                           Attn: Faye H. Russell, Esq.

         Any copy of a notice  shall  be sent at the same  time as the  original
notice.


                D.     Further Assurances. Each of CAT and CombiChem agrees to
                       duly execute and deliver, or cause to be duly executed
                       and delivered, such further instruments and do and cause
                       to be done such further acts and things, including,
                       without limitation, the filing of such additional
                       assignments,


                                       13
<PAGE>   14



                       agreements, documents and instruments, that may be
                       necessary or as the other Party hereto may at any time
                       and from time to time reasonably request in connection
                       with this Agreement or to carry out more effectually the
                       provisions and purposes of, or to better assure and
                       confirm unto such other Party its rights and remedies
                       under, this Agreement.

                 E.    Successors and Assigns. The terms and provisions of this
                       Agreement shall inure to the benefit of, and be binding
                       upon, CAT and CombiChem, and their respective successors
                       and assigns; provided, however, that neither CAT nor
                       CombiChem may assign or otherwise transfer any of its
                       rights and interests, nor delegate any of its respective
                       obligations, hereunder, including, without limitation,
                       pursuant to a merger or consolidation, without the prior
                       written consent of the other Party hereto; provided
                       further, however, that (i) CAT or CombiChem may assign
                       its rights and interests, and delegate its obligations,
                       hereunder, effective upon written notice thereof, to any
                       Affiliate, and (ii) both CAT and CombiChem may assign its
                       rights and interests, and delegate its obligations,
                       hereunder, effective upon written notice thereof, to any
                       third party which acquires all or substantially all of
                       the assets of CAT or CombiChem as the case may be, or
                       which is the surviving third party in a merger or
                       consolidation with CAT or CombiChem as the case may be,
                       if such third party assumes all of the obligations of CAT
                       or CombiChem, as the case may be hereunder. Subject to
                       the foregoing, any reference to CAT or CombiChem
                       hereunder shall be deemed to include the successors
                       thereto and assigns thereof.

                 F.    Amendments. No amendment, modification, waiver,
                       termination or discharge of any provision of this
                       Agreement, nor consent to any departure by CAT or
                       CombiChem therefrom, shall in any event be effective
                       unless the same shall be in writing specifically
                       identifying this Agreement and the provision intended to
                       be amended, modified, waived, terminated or discharged
                       and signed by CAT and CombiChem, and each such amendment,
                       modification, waiver, termination or discharge shall be
                       effective only in the specific instance and for the
                       specific purpose for which given. No provision of this
                       Agreement shall be varied, contradicted or explained by
                       any oral agreement, course of dealing or performance or
                       any other matter not set forth in an agreement in writing
                       and signed by CAT and CombiChem.

                 G.    Governing Law. This Agreement shall in all respects,
                       including all matters of construction, validity and
                       performance, be governed by, and construed and enforced
                       in accordance with, the laws of the state of


                                       14
<PAGE>   15



                       California applicable to contracts entered into in that
                       state solely between citizens of that state and to be
                       performed wholly within that state.

                 H.    Severability. If any provision hereof should be held
                       invalid, illegal or unenforceable in any respect in any
                       jurisdiction, then, to the fullest extent permitted by
                       law, (a) all other provisions hereof shall remain in full
                       force and effect in such jurisdiction and shall be
                       liberally construed in order to carry out the intentions
                       of the Parties hereto as nearly as may be possible and
                       (b) such validity, illegality or unenforceability shall
                       not affect the validity, legality or enforceability of
                       such provision in any other jurisdiction. To the extent
                       permitted by applicable law, CAT and CombiChem hereby
                       waive any provision of law that would render any
                       provision hereof prohibited or unenforceable in any
                       respect.

                 I.    Counterparts. This Agreement may be executed in any
                       number of counterparts, each of which counterparts, when
                       so executed and delivered, shall be deemed to be an
                       original, and all of which counterparts, taken together,
                       shall constitute one and the same instrument.

                 J.    Entire Agreement. This Agreement, the Operating
                       Agreement, the CAT License and the CombiChem License
                       constitute, on and as of the Effective Date, the entire
                       agreement of CAT and CombiChem with respect to the
                       subject matter hereof and thereof, and all prior or
                       contemporaneous understandings or agreements, whether
                       written or oral, between CAT, CombiChem and LLC with
                       respect to such subject matter is hereby superseded in
                       their entireties.

                 K.    Dispute Resolution. Any claim, dispute, or controversy
                       arising out of or relating to the interpretation,
                       application, or enforcement of this Agreement, or any
                       breach of this Agreement will be settled using the
                       Dispute Resolution mechanism described in the Operating
                       Agreement.

                 L.    Headings. The headings of the several section are
                       inserted for convenience of reference only and are not
                       intended to be a part of, or to affect the meaning or
                       interpretation of this Agreement.

                 M.    Effective Date. This Agreement will not be binding upon
                       the Parties until the Initial Contribution Date.




                                       15
<PAGE>   16


IN WITNESS THEREOF,  the Parties by their duly authorized  representatives  have
caused this  Agreement  to be duly  executed and  delivered as of the  Effective
Date.



APERION LLC, a Delaware limited          COMBICHEM, INC., a Delaware
liability company                        corporation

By CATALYTICA ADVANCED
TECHNOLOGIES, INC., a  Delaware          By: /s/ Vicente Avido, Jr.
corporation,                             Name:  Vicente Avido, Jr.
Member                                   Title: President & CEO



By: /s/  Illegible
Name:    Illegible
Title:    CFO

And by COMBICHEM, INC., a                CATALYTICA ADVANCED
Delaware corporation,                    TECHNOLOGIES, INC.,
Member                                   a Delaware corporation


By:    /s/ Vicente Avido, Jr.            By:    /s/  Illegible
Name:   Vicente Avido, Jr.               Name:    Illegible
Title:  President & CEO                  Title:    CFO


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