EXHIBIT NO. 10.1


   CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

                                                                 EXECUTION COPY


                      THIRD AMENDMENT OF COLLABORATION AND
                                LICENSE AGREEMENT

         This Third Amendment of Collaboration and License Agreement (the "Third
Amendment"), effective as of July 31, 2001, is made by and between Becton,
Dickinson and Company, a corporation organized and existing under the laws of
New Jersey and having its principal office at 1 Becton Drive, Franklin Lakes,
New Jersey 07417 ("Becton Dickinson") and Millennium Pharmaceuticals, Inc., a
corporation organized and existing under the laws of Delaware and having its
principal office at 75 Sidney Street, Cambridge, Massachusetts 02139 ("MPI").
Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Agreement (as defined below).

         WHEREAS, Becton Dickinson and MPI are parties to a certain
Collaboration and License Agreement dated February 21, 1999 (the "Agreement");

         WHEREAS, in accordance with Sections 1.3(d), 2.2(c) and 3.1(c) of the
Agreement, Becton Dickinson has requested that the Joint Steering Committee
approve TriPath Imaging, Inc., a Delaware corporation ("TriPath") and TriPath
Oncology, Inc., a Delaware corporation ("Newco") as Approved Sublicensees,
subject to the terms and conditions of a Sublicense Agreement among Becton
Dickinson, TriPath and Newco to be entered into concurrently herewith (the
"Sublicense Agreement"), a Development and License Agreement among Becton
Dickinson, TriPath and Newco to be entered into concurrently herewith (the
"Development Agreement") and a Transitional Services Agreement among Becton
Dickinson, TriPath and Newco to be entered into concurrently herewith ("the
Transitional Services Agreement" and, collectively with the Sublicense Agreement
and the Development Agreement, the "Sublicense Relationship Documents"); and

         WHEREAS, in connection with the Joint Steering Committee's approval of
TriPath and Newco as Approved Sublicensees, the Parties have determined that
certain amendments to the Agreement are desirable;

         NOW THEREFORE, Becton Dickinson and MPI agree as follows:

         1.  Clause (a) of Section 1.10 of the Agreement is hereby deleted and
replaced with the following new clause (a):

         "(a) is developed using MPMx Program Intellectual Property and/or, [**]
         is developed using Becton Dickinson Program Intellectual Property,"

         2.  Section 1.17 of the Agreement is hereby amended by inserting the
following immediately preceding the final period of such Section:

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         "and (c) all MPMx Program Know-How disclosed to an Approved Sublicensee
         shall constitute Confidential Information of MPMx disclosed to Becton
         Dickinson, regardless of whether such Know-How is disclosed directly to
         the Approved Sublicensee"

         3.  Section 1.20 of the Agreement is hereby amended by adding the
following sentence to the end of such Section:

         "In addition, [**] shall not be included in the definition of "Cost of
         Goods Sold"."

         4.  Section 1.43 of the Agreement is hereby deleted in its entirety
and replaced with the following new Section 1.43:

         "Section 1.43 "JOINT PROGRAM KNOW-HOW" means any Know-How that is
         developed or acquired jointly by the Parties, or jointly by MPMx and an
         Approved Sublicensee, in the course of the Research Program and/or the
         Development Program, including Joint Inventions, as that term is
         defined in Section 5.1(c)."

         5.  Section 1.45 of the Agreement is hereby amended by inserting the
following immediately after the word "consumed" therein:

         "through IN VITRO analysis"

         6.  Section 2.7(d)(i) of the Agreement is hereby deleted in its
entirety and replaced with the following new Section 2.7(d)(i):

         "i. For the purposes of facilitating the conduct of the Research
         Program and/or the Development Program, each Party shall provide to the
         other Party, and Becton Dickinson shall ensure that each Approved
         Sublicensee provides to MPMx, such Program Know-How as the other Party
         shall reasonably require to conduct the Research Program and/or the
         Development Program, based on the reasonable determination of the Party
         providing such Program Know-How, or of Becton Dickinson in the case of
         Program Know-How provided by an Approved Sublicensee, including without
         limitation (A) the transfer by MPMx to Becton Dickinson of Program
         Validated Markers and (B) the transfer by Becton Dickinson and/or
         Approved Sublicensees to MPMx of Assays, in each case as specified from
         time to time in the Research Plan. Each Party agrees to provide, and
         Becton Dickinson agrees to cause each Approved Sublicensee to provide,
         all such Program Know-How to the other Party in accordance with the
         Research Plan."

         7.  Section 2.7(d)(ii) of the Agreement is hereby deleted in its
entirety and replaced with the following new Section 2.7(d)(ii):

         "ii. For the purposes of enabling MPMx to exploit its retained rights
         set forth in Section 3.3, Becton Dickinson shall provide to MPMx, and
         shall cause each Approved

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         Sublicensee to provide to MPMx, such Becton Dickinson Program Know-How
         and Joint Program Know-How as MPMx shall reasonably require."

         8.  Section 2.7(d)(iii) of the Agreement is hereby amended by deleting
the word "and" at the end of clause (B) and adding the following new clause (D)
immediately preceding the final period of such Section:

         "; and (D) for purposes of this subsection (iii), Program Know-How
         provided by an Approved Sublicensee shall be deemed Program Know-How
         provided by Becton Dickinson"

         9.  Section 2.12 of the Agreement is hereby amended by adding the
following new clause (e)(iii):

         "iii. In the event that, as a result of a failure to meet the diligence
         requirements of Section 2.12(a) or Section 2.12(b), MPMx elects to
         convert an Exclusive Product Area for a Program Diagnostic Product to a
         Non-Exclusive Product Area, or a Co-Exclusive Pharmacogenomic Product
         Opportunity for a Program Pharmacogenomic Product to a Non-Exclusive
         Pharmacogenomic Product Opportunity, for all purposes or only with
         respect to a Major Market Country, as applicable, then the rights
         granted by Becton Dickinson to TriPath and Newco under the Sublicense
         Agreement, dated July , 2001, among Becton Dickinson, TriPath and Newco
         shall be narrowed accordingly (subject to the right of Becton Dickinson
         under such agreement to terminate such rights), and MPMx agrees that
         such narrowing shall not deprive TriPath or Newco of their status as
         Approved Sublicensees."

         10. Section 2.12 of the Agreement is hereby amended by adding the
following new clause (f) to the end of such Section:

         "f. USE OF APPROVED SUBLICENSEES TO SATISFY DILIGENCE OBLIGATIONS.
         Performance by Approved Sublicensees, if any, shall be considered
         performance by Becton Dickinson for purposes of whether the foregoing
         diligence obligations in this Section 2.12 have been satisfied;
         PROVIDED THAT any failure to satisfy such diligence obligations shall
         remain the responsibility of Becton Dickinson, in accordance with the
         terms of this Section 2.12, regardless of performance or
         non-performance by Approved Sublicensees."

         11. Section 4.7 of the Agreement is hereby amended by adding the
following new clause (e) to the end of such Section:

         "e. SALES BY TRIPATH AND NEWCO. In determining any royalty which may be
         payable by Becton Dickinson under Sections 4.7(a) or 4.7(b) with
         respect to sales of any Program Product or Third Party Pharmacogenomic
         Product by Newco and/or TriPath, any reference to Becton Dickinson in
         the definition of "Cost of Goods Sold" or "Direct Cost of Goods Sold"
         [**] and to the [**] Becton Dickinson [**] Becton Dickinson [**]

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         Becton Dickinson [**], Becton Dickinson [**] Becton Dickinson [**]
         Cost of Goods Sold."

         12. Section 5.6 of the Agreement is hereby amended by adding the
following new clause (e) to the end of such Section:

         "e. TRIPATH/NEWCO. In the event TriPath and/or Newco is the subject of
         a Third Party Claim, (i) TriPath and/or Newco shall defend itself at
         its sole cost and the Parties shall cooperate with TriPath and/or Newco
         in such defense and shall have the right to be represented by counsel
         of its own choice; and (ii) any Third Party Damages or any Third Party
         Settlement Payments paid by TriPath and/or Newco shall be treated as
         set forth in Section 5.6(a) and (b) or Section 5.6(c), respectively in
         determining any royalty which may be payable by Becton Dickinson under
         Sections 4.7 with respect to sales of the Program Product by TriPath
         and/or Newco."

         13. Section 6.1 of the Agreement is hereby amended by inserting the
following immediately after the words "governmental or private,":

         "with any use or disclosure of such Confidential Information by an
         Approved Sublicensee being deemed a use or disclosure by Becton
         Dickinson,"

         14.  ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS.  Becton
Dickinson hereby represents, warrants and covenants to MPI that:

         a. the Sublicense Relationship Documents are the only agreements
between or among Becton Dickinson, TriPath, Newco or any other TriPath Affiliate
relating in any manner to the subject matter of the Agreement or affecting MPI's
rights thereunder;

         b. Becton Dickinson will not amend or waive any of its rights under any
of the Sublicense Relationship Documents without the prior written consent of
MPI if such amendment or waiver would be inconsistent with the Agreement. Becton
Dickinson further agrees that it will not amend or waive any provision of the
Sublicense Agreement of which MPI is a third party beneficiary without the prior
written consent of MPI, such consent not to be unreasonably withheld;

         c. Becton Dickinson acknowledges that MPI is a third party beneficiary
of the Sublicense Agreement and that MPI may seek enforcement of provisions
thereof that affect MPI's rights under the Agreement; and

         d. attached hereto as EXHIBIT A, EXHIBIT B, and EXHIBIT C,
respectively, are copies of the Sublicense Agreement, the Development Agreement
and the Transitional Services Agreement, and, [**] from the

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[**] Agreement that [**] Becton Dickinson [**] with the Agreement and [**]
Becton Dickinson [**].

         15. ACKNOWLEDGEMENT OF INTELLECTUAL PROPERTY TREATMENT. MPI hereby
acknowledges the provisions of Article V of the Sublicense Agreement and agrees
that MPI's rights and obligations under the Agreement with respect to Becton
Dickinson Program Know-How, Joint Program Know-How, Becton Dickinson Program
Patent Rights, Joint Program Patent Rights, Becton Dickinson Inventions, Joint
Inventions and Becton Dickinson Platform Intellectual Property shall apply,
respectively, to Newco Program Know-How (as defined in the Sublicense
Agreement), Newco/MPI Joint Program Know-How (as defined in the Sublicense
Agreement), Newco Program Patent Rights (as defined in the Sublicense
Agreement), Newco/MPI Joint Program Patent Rights (as defined in the Sublicense
Agreement), Newco Inventions (as defined in the Sublicense Agreement), Newco/MPI
Joint Inventions (as defined in the Sublicense Agreement) and TriPath Program
Intellectual Property (as defined in the Development Agreement), to the extent
Newco Program Know-How, Newco/MPI Joint Program Know-How, Newco Program Patent
Rights, Newco/MPI Joint Program Patent Rights, Newco Inventions, Newco/MPI Joint
Inventions and TriPath Program Intellectual Property are treated as such under
the provisions of Article V of the Sublicense Agreement.

         16. RELIANCE BY MPI ON TRIPATH AND NEWCO AS AGENTS OF BECTON DICKINSON.
The Joint Steering Committee shall determine protocols by which MPI shall be
entitled to rely on instructions, elections, requests, waivers and other actions
and communications by TriPath and Newco in the course of the Research Program
and/or the Development Program as the instructions, elections, requests, waivers
and other actions and communications of Becton Dickinson.

         17. SUBLICENSE RELATIONSHIP DOCUMENTS SUBORDINATE TO AGREEMENT. Becton
Dickinson hereby acknowledges and agrees that, in the event of any conflict
between terms of the Agreement and the terms of the Sublicense Relationship
Documents, the terms of the Agreement, as amended hereby, shall prevail.

         18. ACKNOWLEDGEMENT OF TRIPATH AND NEWCO AS APPROVED SUBLICENSEES. MPI
hereby acknowledges that it, acting through its representatives on the BD/MPI
Joint Steering Committee, has approved TriPath and Newco as Approved
Sublicensees under the Agreement, subject to the terms of the Agreement and the
Sublicense Relationship Documents.

         19. MELASTATIN(TM) DEVELOPMENT. Becton Dickinson hereby acknowledges
and agrees that (a) Becton Dickinson will, through its representatives on the
Joint Steering Committee, support the commercialization of Melastatin(TM) in
accordance with the Parties' development and commercialization plans for
Melastatin(TM) existing prior to the date of this Amendment, [**] of a [**]; (b)
[**] by the [**] Becton Dickinson will [**]; (c) Becton Dickinson will

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[**]; and (d) [**] will be [**].

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         IN WITNESS WHEREOF, Becton Dickinson and MPI have executed this Third
Amendment as of the date first set forth above.

BECTON, DICKINSON AND COMPANY


By:      /s/ VINCENT A. FORLENZA
         Vincent A. Forlenza
         Senior Vice President Technology,
         Strategy and Development

MILLENNIUM PHARMACEUTICALS, INC.

By:      /s/ KEVIN STARR
         Executive Vice President, Business
         Operations and Chief Financial Officer


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      [Copies of Exhibits A, B and C to be provided by Becton Dickinson]