<PAGE>

                     METRA CO-PROMOTION AGREEMENT

                           by and between

                       METRA BIOSYSTEMS, INC.

                                and

                      BERLEX LABORATORIES, INC 

                           April 25, 1997








                 [X] CONFIDENTIAL TREATMENT REQUESTED.
        OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.



<PAGE>

                    METRA CO-PROMOTION AGREEMENT

     This METRA CO-PROMOTION AGREEMENT (the "AGREEMENT") is entered into as 
of this 25th day of April, 1997 (the "EFFECTIVE DATE") by and between: 

          METRA BIOSYSTEMS, INC., a California corporation ("METRA") with its 
     principal offices at 265 North Whisman Road, Mountain View, California  
     94043; and,

          BERLEX LABORATORIES, INC., ("BERLEX"), with offices at 300 
     Fairfield Road, Wayne, New Jersey 07470; with reference to the 
     following: 

                             RECITALS

     A.  Metra is a biomedical company in the business of developing and 
     marketing diagnostics, including biochemical markers and reagents, for 
     connective tissue disease.

     B.  Berlex is a pharmaceutical company doing business in the U.S. having 
     female health care as one of its business focuses.

     C.  The Berlex female health care hormone replacement therapy business 
     currently includes one estrogen replacement therapy product marketed 
     under the trademark Climara-Registered Trademark-.

     D.  Berlex promotes its Climara-Registered Trademark- product to the 
     OB/GYN market (which includes general physicians who are identified by 
     Berlex from time to time as high prescribers of women's heath care 
     therapeutics and shall be referred to as the "OB/GYN Market" and the 
     "OB/GYN physicians") which promotion involves detail calls by Berlex 
     salespersons on OB/GYN physicians and other appropriate health care 
     providers such as nurse-practitioners; advertisements in professional 
     publications; and appearances at medical conferences and industry trade 
     shows aimed at OB/GYN physicians.

     E.  Metra desires to have the Metra Products promoted to the OB/GYN 
     Market in the U.S. that Berlex targets for Berlex's Climara-Registered 
     Trademark- product.

     F.  Berlex desires to promote the Metra Products to the OB/GYN Market in 
     the U.S. through the mechanisms by which Berlex promotes Berlex's 
     Climara-Registered Trademark product to such market.

     G.  Upon the terms and conditions set forth below, Berlex, for a 
     consideration paid by Metra as provided below, will include the Metra 
     promotional message for the Metra Products and under certain conditions, 
     additional Metra products, in Berlex's promotional endeavors directed 
     toward the OB/GYN market in the U.S.

                [X] CONFIDENTIAL TREATMENT REQUESTED.
        OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                             AGREEMENT 

     NOW, THEREFORE, in consideration of the mutual covenants and conditions 
set forth herein and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties agree as follows: 

           ARTICLE 1:  DEFINITIONS; RULES OF CONSTRUCTION

     1.1  DEFINITIONS.  For purposes of this Agreement, in addition to the 
capitalized terms defined elsewhere in this Agreement, the following terms 
shall have the meanings ascribed to them below:

     1.2  "AFFILIATE" shall mean any corporation, partnership or other entity 
(collectively, an  "ENTITY" ):  (1) that is controlled by or controls a party 
(collectively, a  "CONTROLLED ENTITY" ); or (2) that is controlled by or 
controls any such Controlled Entity, in each instance of clause (1) or (2) for 
so long as such control continues.  For purposes of this definition, "CONTROL" 
shall mean the possession, directly or indirectly, of a majority of the voting 
power of such entity (whether through ownership of securities or partnership or 
other ownership interests, by contract or otherwise).

     1.3  "CONFIDENTIAL INFORMATION" shall mean any information disclosed 
pursuant to the Metra/Berlex nondisclosure agreement dated March 7, 1997 and 
disclosed in the course of this Agreement, which is identified as or should 
be reasonably understood to be confidential or proprietary to the disclosing 
party, including, but not limited to know-how, trade secrets, data, technical 
processes and formulas, product features, sales, cost and other unpublished 
financial information, product and business plans, projections, and marketing 
data.  "Confidential Information" shall not include information which:  (i) 
is known or becomes known to the recipient on the Effective Date directly or 
indirectly from a third party source other than one having an obligation of 
confidentiality to the providing party; (ii) hereafter becomes known 
(independently of disclosure by the providing party) to the recipient 
directly or indirectly from a source other than one having an obligation of 
confidentiality to the providing party; (iii) becomes publicly known or 
available or otherwise ceases to be secret or confidential, except through a 
breach of this Agreement by the recipient; or (iv) is or was independently 
developed by the recipient without use of or reference to the providing 
party's Confidential Information, as shown by evidence in the recipient's 
possession.

     1.4  "GROSS REVENUES" shall mean (i) all amounts invoiced by Metra and 
its Affiliates to unrelated third parties in connection with sales of the 
Metra Products in the U.S.; and (ii) all royalties received by Metra and its 
Affiliates from unrelated third parties in connection with the sale or use of 
the Metra Products in the U.S., less in the case of (i) and (ii), any royalty 
payments made by Metra to third party licensors, but in no event shall such 
royalty exceed [XXXX].

     1.5  "INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets, patents, 
copyrights, trademarks, know-how, moral rights and similar rights of any type 
under the laws of any 

                                      -2-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

governmental authority, domestic or foreign including all applications and 
registrations relating to any of the foregoing.

     1.6  RULES OF CONSTRUCTION.  As used in this Agreement, all terms used 
in the singular shall be deemed to include the plural, and vice versa, as the 
context may require.  The words "hereof," "herein" and "hereunder" and other 
words of similar import refer to this Agreement as a whole, including any 
exhibits hereto, as the same may from time to time be amended or 
supplemented.  The word "including" when used herein is not intended to be 
exclusive and means "including, without limitation."  The descriptive 
headings of this Agreement are inserted for convenience of reference only and 
do not constitute a part of and shall not be utilized in interpreting this 
Agreement.  The terms "party" and "parties" shall refer to Metra and Berlex, 
individually or collectively.  This Agreement has been negotiated by the 
parties hereto and their respective counsel and shall be fairly interpreted 
in accordance with its terms and without any rules of construction relating 
to which party drafted the Agreement being applied in favor of or against 
either party.

     1.7  "U.S." shall mean the United States of America, including its 
territories and possessions, and Puerto Rico.

     1.8  DEFINED TERMS.  The following terms are defined in the body of the 
Agreement at the locations specified:


          Defined Term                       Location
          ------------                       -------- 

          Agreement                          Introduction
          Berlex                             Introduction
          Berlex Indemnified Parties         Section 10.3.1
          Claim                              Section 10.3.1
          Effective Date                     Introduction
          Metra                              Introduction
          Metra Indemnified Parties          Section 10.3.4
          Metra Products                     Section 2.1(i)
          Metra Trademarks                   Section 2.1 (iii)
          OB/GYN Market                      Recitals
          Promotional Year                   Section 6.2.1
          Short Promotional Year             Section 6.2.1
          Term                               Section 7.1
          Third Anniversary Date             Section 7.1


                                      -3-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.


<PAGE>

                         ARTICLE 2:  GRANT OF RIGHTS

     2.1  LICENSE GRANT TO BERLEX.  Subject to all of the terms and conditions 
of this Agreement, Metra hereby grants to Berlex, during the Term of this 
Agreement:

          (i)  subject to Metra's marketing programs existing as of the 
Effective Date (which shall be made known to the Commercialization Committee 
and insofar as reasonably possible conducted synergistically with the 
promotional activities overseen by the Commercialization Committee) an 
exclusive right and license to promote  and detail (which shall not include 
the right to sell or distribute) to the OB/GYN Market in the U.S. the Metra 
products set forth on EXHIBIT A (hereinafter referred to as the "Metra 
Products").  The license granted to Berlex in this section means that Metra 
will not enter into any other agreement with any other pharmaceutical company 
to promote, detail or sell the Metra Products to the OB/GYN Market in the 
U.S.;

          (ii)  Notwithstanding anything contained herein to the contrary, 
Metra shall be under no obligation to continue the production of any Metra 
Product.  If at any time Metra decides to discontinue commercial support of a 
Metra Product, then upon sixty (60) days advance written notice to Berlex 
(which advance notice shall not be required if discontinuance is due to 
safety reasons), such Metra Product shall no longer be included on EXHIBIT A 
and shall no longer be subject to the provisions of this Agreement.  If Metra 
discontinues commercial support of a Metra Product, but commercializes 
another product which provides substantially the same diagnostic information 
as the discontinued Metra Product, then Metra shall promptly inform Berlex of 
the replacement product and provide Berlex with such information about the 
replacement product as Berlex shall reasonably request.  At Berlex's option 
the replacement product shall become a Metra Product listed on EXHIBIT A, at 
the same commission as the discontinued Metra Product; and

          (iii)  a non-exclusive right to promote the Metra Products under 
the trademarks, marks, and trade names that Metra may adopt from time to time 
("Metra's Trademarks").  Except as set forth in this Section 2.1(iii), 
nothing contained in this Agreement shall grant to Berlex any right, title or 
interest in Metra's Trademarks.  At no time during or after the term of this 
Agreement shall Berlex challenge or assist others to challenge Metra's 
Trademarks or the registration thereof or attempt to register any trademarks, 
marks or trade names confusingly similar to those of Metra.  All 
representations of Metra's Trademarks that Berlex intends to use shall first 
be submitted to Metra for approval, which shall not be unreasonably withheld 
and which shall be conveyed promptly to Berlex, of design, color, and other 
details or shall be exact copies of those used by Metra.  If any of Metra's 
Trademarks are to be used in conjunction with another trademark, then Metra's 
mark shall be presented equally legibly, equally prominently, and of equal or 
greater size than the other but nevertheless separated from the other so that 
each appears to be a mark in its own right, distinct from the other mark.  
Except as set forth in this Section 2, no rights or licenses are granted by 
Metra to Berlex.

     2.2  CONFLICT OF INTEREST.  Berlex warrants to Metra that Berlex does 
not currently represent or promote any product lines or products that compete 
with the Metra Products.


                                      -4-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.


<PAGE>

During the Term of this Agreement, Berlex shall not, without Metra's prior 
written consent, represent, promote, detail or otherwise try to sell any 
product lines or products that  compete with products that are deemed or 
perceived to be competitive in the OB/GYN Market with the Metra Products 
covered by this Agreement or any densitometry products.  If a Berlex 
Affiliate acquires rights to competitive products, Berlex agrees that Berlex 
will not represent, promote, detail or otherwise try to sell any such product 
lines or products.  Further, for a period of [XXXX] from the commencement of 
the first Promotional Year for the Pyrilinks-Registered Trademark--D Product, 
Berlex and Metra will not detail and/or promote bone measurement systems to 
the OB/GYN Market in the U.S.

     2.3  RIGHT TO PROMOTE INTERNATIONALLY.  From time to time the parties 
shall consider whether it would be appropriate for Berlex or a Berlex 
Affiliate to promote the Metra Products internationally.  Berlex acknowledges 
and agrees that Metra shall have the sole right to determine whether Metra 
will grant Berlex any international promotional rights.

     2.4  PROMOTION OF METRA'S QUS-2 ULTRASOUND PRODUCT.  In the event Metra 
identifies a distribution partner for the QUS-2 product and said distribution 
partner desires to promote and sell the product to the OB/GYN Market, Berlex 
agrees that Metra may appoint one distributor so long as said distributor 
does not and will not during the period that Berlex is promoting the QUS-2 
Ultrasound Product distribute menopausal and/or osteoporosis products that 
compete with Berlex's own products that are marketed to the OB/GYN Market; 
PROVIDED, FURTHER, that if the one distributor Metra will appoint is a 
distinct business unit of a pharmaceutical company and the distinct business 
unit does not distribute or promote menopausal and/or osteoporosis products 
that compete with Berlex's own products that are marketed to the OB/GYN 
Market, then Metra shall have the right to appoint the distinct business unit 
as the distributor so long as the agreement with the distributor does not 
impair Berlex's rights hereunder and precludes the distinct business unit 
from promoting menopausal and/or osteoporosis products to the OB/GYN Market 
in connection with any Metra Products.  In addition, Metra agrees to work 
with Berlex and the distributor to make the marketing messages synergistic.  
Prior to executing a definitive agreement with a distributor, Metra agrees to 
inform Berlex of the identity of the distributor and afford Berlex an 
opportunity to discuss with Metra the appointment of the distributor.

     2.5  RIGHT TO PROMOTE ADDITIONAL METRA PRODUCTS.  Metra agrees to 
provide Berlex with semi-annual updates concerning its clinical and 
regulatory progress with its [XXXX] and future bone resorption products.  
Metra will notify Berlex of the submission for FDA clearance for each product 
within thirty (30) days thereof.  Subject to Section 2.1(ii) above, Berlex 
shall have the right, upon ninety (90) days prior written notice to Metra, to 
add the above referenced Metra products to EXHIBIT A, so long as Berlex 
commits to provide reasonable promotional efforts equivalent to those 
required for existing Metra Products.

     2.6  METRA OWNERSHIP.  Metra shall retain all ownership rights in and to 
the Metra Intellectual Property Rights (including Metra Trademarks).  Berlex 
will assist Metra in every reasonable way, at Metra's expense, to obtain, 
secure, perfect, maintain, defend and enforce for Metra's benefit all Metra's 
Intellectual Property Rights, provided that Berlex shall not be required to 
become a party to litigation. 


                                      -5-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

                       ARTICLE 3:  OBLIGATIONS OF BERLEX

     3.1  PROMOTION. Berlex shall use reasonable commercial efforts to 
promote the Metra Products in the U.S., commencing as soon as feasible after 
the Effective Date.  In carrying out the promotion of the Metra Products, 
Berlex shall use the same channels and methods, exercise the same diligence, 
and adhere to be same standards that Berlex employs with respect to Berlex's 
own female health care products accorded the same promotional/detailing 
position set forth in Section 3.1.1 below.  Berlex's promotion of the Metra 
Products will be directed toward the same audience as Berlex's promotional 
message for its Climara-Registered Trademark- product (for purposes of this 
Agreement, references to Climara-Registered Trademark- shall always include 
any subsequent or replacement product that has an estrogen replacement 
therapy indication).  Unless agreed to by the Commercialization Committee, 
Berlex is not required by this Agreement to design novel promotional efforts 
or materials for the Metra Products, or address promotional efforts toward 
any audience or by any mechanism that Berlex would not otherwise address or 
utilize in the ordinary course of promoting Berlex's Climara-Registered 
Trademark- product.

     3.1.1  PROMOTION [XXXX].  During the [XXXX] following commencement by 
Berlex of the promotion of Metra Products, Berlex shall promote and "detail" 
to the OB/GYN Market in the U.S. the Metra Products other than the QUS-2 
Ultrasound Product [XXXX].  During the [XXXX] following commencement by 
Berlex of the promotion of the QUS-2 Ultrasound Product, Berlex shall promote 
and "detail" to the OB/GYN Market in the U.S. the QUS-2 Ultrasound Product 
[XXXX].  For purposes of this Agreement, "detailing" [XXXX] and [XXXX] shall 
mean using the qualified Berlex direct pharmaceutical detailing personnel 
assigned to conduct detailing in the OB/GYN Market in the ordinary course of 
Berlex's business to conduct face-to-face meetings with individual physicians 
or other appropriate health care provider users of the Metra Products in the 
OB/GYN Market, which physicians and other appropriate healthcare providers 
Berlex would call on in the ordinary course of Berlex's business in promoting 
Berlex's Climara-Registered Trademark- product, where the Metra Products and 
their diagnostic use are presented [XXXX].  Following the [XXXX] referred to 
above, Berlex shall continue to use reasonable commercial efforts to promote 
and detail Metra's Products to the audience described above as appropriate to 
support the expanding market opportunity.  If Berlex's direct pharmaceutical 
detailing personnel assigned to the OB/GYN Market as of the Effective Date 
has a reduction in force of greater than fifteen percent (15%) for any reason 
whatsoever (which may include reassignment, loss due to unforeseen business 
events, etc.), then Berlex shall immediately notify Metra of such and the 
parties shall meet within thirty (30) days of Metra's receipt of such notice 
to discuss revisions to this Agreement, including, but not limited to the 
financial terms of the Agreement.

     3.1.2  PUBLICATIONS, TRADE SHOWS AND PHYSICIAN GROUPS.  Subject to 
obtaining necessary FDA clearances, if any, (a) Berlex shall promote the 
Metra Products in OB/GYN market trade publications within the U.S., provided 
that (i) the clinical information relating to the applicable Metra Product 
that is included in the trade publication was developed using the Metra 
Product together with a Berlex product; (ii) Berlex would place the 
promotional message in the applicable trade publication in the ordinary 
course of Berlex's business as part of its promotional efforts for the Berlex 
Climara-Registered Trademark- product; and (iii) the Commercialization 
Committee, determines 


                                      -6-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

that the inclusion of information relating to one or more of the Metra 
Products is appropriate from a marketing standpoint for inclusion in the 
promotional message for the Berlex product; (b) Subject to obtaining 
necessary FDA clearances, if any, Berlex shall promote Metra Products at 
trade shows and introduce the Metra Products to hospitals, medical centers, 
physician groups and other appropriate health care provider users in the 
OB/GYN Market in the U.S. where Metra may want to establish education 
programs with respect to one or more Metra Products, provided that Berlex is 
present at such trade shows or calls upon such hospitals, medical centers, 
physician groups, and other appropriate health care provider users in the 
ordinary course of Berlex's business as part of its promotional efforts for 
the Berlex Climara-Registered Trademark- product.

     3.1.3  DETAILING MATERIALS.  Berlex shall prepare materials to be used 
by Berlex direct pharmaceutical detailing personnel for use in detailing the 
Metra Products to the OB/GYN Market.  Berlex shall not be required to create 
novel promotional material for use in promoting the Metra Products.  Subject 
to obtaining necessary FDA clearances, if any, Berlex's obligations under 
this Section shall be satisfied by (i) the addition of existing Metra 
promotional claims and other existing Metra material (including any claims 
added from time to time and any future Metra material), as the 
Commercialization Committee determines to be appropriate, to Berlex 
promotional materials created in the ordinary course of Berlex's business for 
Berlex's promotional efforts for the Berlex Climara-Registered Trademark- 
product; or (ii) the use of existing or future Metra promotional material.  
Berlex shall submit promotional materials containing information on Metra 
Products to the Commercialization Committee for review and discussion.  It is 
the intent of the parties that such review and discussion will be concluded 
promptly so as not to delay production and use of Berlex promotional 
materials.  Disagreements concerning the content of promotional material 
relating to Metra Products shall be resolved by the Commercialization 
Committee accepting the Metra position.  Disagreements concerning the content 
of promotional material relating to Berlex products shall be resolved by the 
Commercialization Committee accepting the Berlex position.  Information in 
Berlex promotional materials relating to Metra Products shall be consistent 
with applicable law and promotional materials used by Metra in connection 
with such Metra Products.  Berlex shall deliver to Metra copies of all final 
promotional materials used in connection with the detailing of Metra 
Products.  Metra shall not refer to Berlex or Berlex products in Metra 
product advertising without the express consent of Berlex, which shall not be 
unreasonably withheld.

     3.1.4  CUSTOMER REPORTING.  Consistent with Berlex's own detailing 
reporting practices, Berlex shall (i) assist Metra in assessing requirements of 
customers of Metra Products, including modifications and improvements thereto, 
in terms of quality, design, functional capability, and other features; and 
(ii) as reasonably requested by Metra, share with Metra on a quarterly basis, 
market research information that Berlex collects and generates in the ordinary 
course of its business for Berlex's female health care products and which 
provides useful market information about competition and changes in the market 
for one or more of the Metra Products, provided, however, that Berlex shall not 
be required to collect data or generate reports for Metra that Berlex does not 
collect or generate for itself in the ordinary course of Berlex's business; 
purchase market research or reports for Metra; or provide to Metra market 
research information on any Berlex product.


                                      -7-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.


<PAGE>

     3.1.5  AUDITS.  Metra shall have the right, through an independent firm 
reasonably acceptable to Berlex, at Metra's expense, to audit Berlex's 
promotional and detailing activities in regard to the Metra Products 
(including to confirm that Metra Products are being promoted and detailed 
[XXXX] when required by the terms of this Agreement), by the following 
methods:  (i) to accompany from time to time, upon reasonable advance notice 
to Berlex, a representative sample of Berlex direct pharmaceutical detailing 
personnel assigned to the OB/GYN Market on physician/office visits; and (ii) 
to have the independent firm interview randomly selected OB/GYN physicians.  
Berlex shall be supplied with a copy of any report issued by such independent 
firm in regard to Berlex's activities pursuant to this Agreement (so long as 
Metra is not contractually prohibited from providing said materials to 
Berlex). Berlex shall not be required to make available to Metra a list of 
physicians called on by Berlex representatives; PROVIDED, HOWEVER, that once 
per year Berlex shall provide Metra access to any detailing reports prepared 
by Berlex direct pharmaceutical detailing personnel assigned to the OB/GYN 
Market.  To the extent Berlex receives in the ordinary course of business any 
market survey, market spending analysis or promotional audits in each case, 
relating to the OB/GYN Market, and Berlex is not contractually prohibited 
from providing said materials to Metra, then Berlex shall do so (such 
materials may from time to time require a financial contribution from Metra 
with the prior consent of Metra).

               ARTICLE 4.  ADDITIONAL OBLIGATIONS OF METRA

     4.1  METRA SUPPORT.  Metra shall promptly provide Berlex with Metra's 
core materials relating to promotion of the Metra Products.  Metra shall 
promptly respond to all reasonable inquiries from Berlex concerning matters 
pertaining to this Agreement.  In addition, Metra shall provide and 
participate in the development of the following:  (i) assistance with 
strategic marketing through the development, together with Berlex, of 
co-promotion programs; (ii) access, as appropriate, to clinical studies 
results for the Metra Products; (iii) development with Berlex of a managed 
care organization marketing plan; (iv) assistance with access to Metra's 
automated partners and central laboratory partners for market development; 
(v) access to Metra's proprietary marketing programs (such access may from 
time to time require a financial contribution from Berlex with the prior 
consent of Berlex); and (vi) access to Metra training materials which Berlex 
shall have right to adapt and duplicate at Berlex's expense (if adapted, only 
after the consent of Metra, which shall not be unreasonably withheld).  All 
of these activities and obligations of Metra will be administrated via the 
Commercialization Committee. 

               ARTICLE 5:  COMMERCIALIZATION COMMITTEE

     5.1  COMMERCIALIZATION COMMITTEE.  Metra and Berlex shall form a 
Commercialization Committee which shall meet to oversee the promotion of the 
Metra Products by Berlex and to review the overall success of the 
relationship.  During the first three (3) years following the Effective Date, 
the Commercialization Committee shall meet at least quarterly and thereafter 
shall meet as agreed to by Metra and Berlex.  Notwithstanding the preceding 
sentence, the parties currently contemplate that during the initial training 
phase, the Commercialization Committee may meet monthly.  Whenever possible, 
meetings will be scheduled in conjunction with trade shows attended by both 
parties.  The Commercialization Committee will be composed 


                                      -8-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

of up to two (2) representatives from each of Metra and Berlex.  Each party 
may have additional attendees as appropriate in view of the subject matter to 
be discussed.  At least one (1) of the representatives from each of Metra and 
Berlex shall have authority to resolve issues on the agenda.  Each party 
shall retain the rights, powers, and discretion granted to it under this 
Agreement, and the Commercialization Committee shall not be delegated or 
vested with any such rights, powers or discretion.  The Commercialization 
Committee shall not have the power to amend or modify this Agreement, which 
may only be amended or modified as provided in Section 11.2.  If the parties 
cannot reach agreement as to any issue coming before the Commercialization 
Committee, the issue shall be referred to senior executives of each party 
designated to decide Commercialization Committee issues and if such 
executives cannot reach agreement, then to the chief executive officers of 
Metra and Berlex, who (in the case of either the senior executives or the 
chief executive officers) shall meet within five (5) business days to resolve 
the issue.  In addition, so long as EXHIBIT A includes product(s) from 
Norland Medical Systems, Inc., an individual from Norland will be a member of 
the Commercialization Committee and Norland will have the right to vote on 
decisions that relate to the Norland products.

     5.2  COSTS.  Each party shall pay its own travel and lodging expenses 
incurred in connection with the meetings of the Commercialization Committee, 
which meetings shall alternate between locations so as to balance travel 
requirements and expenses.  Each party shall use reasonable efforts to cause 
its respective representatives to attend all meetings.

                  ARTICLE 6:  BERLEX COMPENSATION

     6.1  PROMOTIONAL FEES.  In connection with the promotional activities to 
be performed by Berlex pursuant to the terms of this Agreement, Metra shall 
pay Berlex the following amounts by wire transfer with same day funds:

          (i)   $3,000,000 on December 31, 1997; for the first Promotional 
                Year, and 

          (ii)  [XXXX] on December 31, 1998; and for the second Promotional 
                Year, and

          (iii) [XXXX] on December 31, 1999; for the third Promotional Year.

If Berlex does not commence active detailing, on a national level, of the 
Pyrilinks-Registered Trademark--D Product by September 30, 1997, then each of 
the fees set forth above shall be delayed by one full calendar quarter, 
provided such delay is not due to any material act or material omission of 
Metra.  In addition, the payments set forth in this Section 6.1(ii) and 
6.1(iii) shall not be paid if, in the case of 6.1(ii), either party has 
terminated the Agreement within five (5) business days following completion 
of the first Promotional Year (defined below), and in the case of 6.1(iii), 
if either party has terminated the Agreement within five (5) business days 
following the completion of the second Promotional Year.


                                      -9-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

     6.2  COMMISSION.  Metra shall pay Berlex the following commissions:

          6.2.1  BASELINE REVENUE.  For purposes of this Article 6, "Baseline 
Revenue" shall mean the Gross Revenues during the twelve (12) months 
preceding the month in which Berlex commences active detailing, on a national 
level, of a particular Metra Product.  Only Metra Gross Revenues in any given 
Promotional Year in excess of the Baseline Revenue shall be subject to the 
applicable commission set forth in this Article 6.  "Promotional Year" shall 
mean the twelve (12) month period commencing on the first day of the month in 
which Berlex commences active detailing, on a national level, of the 
applicable Metra Product being promoted by Berlex, and each consecutive 
twelve (12) month period thereafter during which Berlex promotion continues.  
After the commencement of the first Promotional Year, each subsequent 
Promotional Year is deemed to start on the anniversary of the first 
Promotional Year.  If any product added to EXHIBIT A has Gross Revenues of 
less than twelve (12) months prior to the Berlex detailing launch, then the 
Baseline Revenue shall be the actual Gross Revenues for such shorter period.  
The Baseline Revenue shall be applied to each successive Promotional Year of 
the contract such that in year two of the contract and each year thereafter, 
Berlex's right to receive commissions under this Article 6 shall not commence 
until the applicable Baseline Revenue has been exceeded.  For purposes of 
Sections 6.2.3, 6.2.4 and 6.2.5, the Baseline Revenue shall be deemed to be 
zero ($0) if Berlex commences active detailing, on a national level, of a 
particular Metra Product within sixty (60) days of Metra's launch of said 
Metra Product in the U.S. (Metra shall give Berlex thirty (30) days advance 
notice of its launch date).

     The parties anticipate that the first Metra Product promoted by Berlex 
will be the Pyrilinks-Registered Trademark--D Product.  If Berlex initiates 
promotional efforts for any Metra Product other than the Pyrilinks-Registered 
Trademark--D Product in any month that is not the first month of the 
Promotional Year for the Pyrilinks-Registered Trademark--D Product, then the 
first year of promotion shall be considered a Short Promotional Year for that 
Metra Product which shall terminate at the end of the month preceding the 
first month of the next Promotional Year for the Pyrilinks-Registered 
Trademark--D Product and for which the following adjustment to the commission 
calculation shall occur; (1) if there is no Baseline Revenue, then the 
applicable commission shall be applied at the end of the Short Promotional 
Year; or (2) if there is a Baseline Revenue, and such Baseline Revenue is for 
a period of months longer than the Short Promotional Year, then the Baseline 
Revenue shall be adjusted by dividing the number of months in the Baseline 
Revenue by the number of months in the Short Promotional Year, with the 
resulting percentage applied to the Baseline Revenue to develop a short 
period Baseline Revenue.  Thereafter the Promotional Year for the applicable 
Metra Product shall be the same as the Promotional Year for the 
Pyrilinks-Registered Trademark--D Product.

          6.2.2  PYRILINKS-Registered Trademark--D.  A commission equal to 
[XXXX] of Metra's Gross Revenues for Pyrilinks-Registered Trademark--D in 
excess of Baseline Revenue.

          6.2.3  METRA'S POINT-OF-CARE CASSETTE.  A commission equal to [XXXX]
 of Metra's Gross Revenues for Metra's point-of-care cassette (which 
incorporates the Pyrilinks-Registered Trademark--D technology) product in 
excess of the Baseline Revenue.

                                      -10-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

          6.2.4  QUS-2 ULTRASOUND PRODUCT.  A commission equal to [XXXX] of 
Metra's Gross Revenues for the QUS-2 product in excess of the Baseline 
Revenue.

          6.2.5  OTHER PRODUCTS.  If other products are added to EXHIBIT A, a 
commission equal to [XXXX] of Metra's Gross Revenues for such other product 
in excess of the Baseline Revenue.  With respect to [XXXX] and future bone 
resorption markers that Metra may from time-to-time license from third 
parties, the parties agree to discuss at that time any necessary adjustment 
to the definition of Gross Revenues for these products, to the extent that 
deductions for technology license royalties by Metra may be required to 
exceed [XXXX].

          6.2.6  COMMISSION PAYMENTS.  Commissions shall be calculated on an 
annual basis and shall be paid no later than sixty (60) days after Metra year 
end close.  Upon completion of the third Promotional Year and when all Metra 
obligations concerning the fixed payments in Section 6.1 have been fulfilled, 
for subsequent Promotional Years the commission shall be calculated on a 
quarterly basis and paid within sixty (60) days after the end of the quarter.

          6.2.7  REPORTS. Metra shall furnish to Berlex a quarterly written 
report (within 60 days following the end of the quarter) which includes:  (i) 
Metra Products sold; (ii) the gross revenues of each Metra Product; (iii) any 
payments made by Metra to third-party licensors relating to the Metra 
Products.  Such reports shall be due together with any commissions then due. 
All information provided by the parties under this Section 6.2.6 shall be 
Confidential Information.

          6.2.8  RECORDS AND AUDIT. Upon reasonable notice to Metra but no 
more than once per year, Berlex shall have the right to have an independent 
certified public accountant, selected by Berlex and acceptable to Metra, 
audit Metra's records, during normal business hours, to verify the 
commissions payable pursuant to this Agreement; PROVIDED, HOWEVER, that such 
audit shall not cover such records for more than the preceding three (3) 
years.  Such audit shall be at the expense of Berlex. Metra shall preserve 
and maintain all such records and accounts required for audit for a period of 
two (2) years after the year to which such records and accounts apply.  In 
any event, the auditor shall only disclose to Berlex the results of such 
audit and none of the data upon which such audit results are based, which 
audit results shall be treated by the auditor and Berlex as Confidential 
Information subject to the provisions of this Agreement.  If the audit shows 
an underpayment, the difference plus ten percent (10%) shall be promptly 
remitted to Berlex.  If the underpayment is greater than one-hundred thousand 
dollars ($100,000), then Metra shall pay Berlex's reasonable out-of-pocket 
audit fees.

     6.3  WARRANT(S).  On the Effective Date, Metra shall issue to Berlex a 
Common Stock Purchase Warrant in the form set forth on EXHIBIT B.  In the 
event this Agreement has not been terminated by either party within five (5) 
business days following completion of the first Promotional Year of the 
Pyrilinks-Registered Trademark--D Product, then on the sixth (6th) business 
day of the second 


                                      -11-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

Promotional Year of the Pyrilinks-Registered Trademark--D Product, Metra 
shall issue to Berlex an additional Common Stock Purchase Warrant in the form 
set forth on EXHIBIT C. 

                               ARTICLE 7:  TERM 

     7.1  TERM.  The Term of this Agreement shall commence as of the 
Effective Date and shall continue in effect until terminated by one of the 
parties by providing written notice of such termination to the other party in 
accordance with this Section 7.1 or Sections 7.2, 7.3, or 7.4.  Either party 
shall have the right to terminate this Agreement pursuant to this Section 7.1 
by providing ninety (90) days advance written notice of such termination to 
the other party; PROVIDED, HOWEVER, that Berlex shall not exercise its right 
to terminate this Agreement pursuant to this Section 7.1 prior to the 
completion of the third Promotional Year of the Pyrilinks-Registered 
Trademark--D Product (the "Third Anniversary Date"); and FURTHER PROVIDED 
that Metra shall not exercise its right to terminate this Agreement pursuant 
to this Section 7.1 prior to the expiration of the later to expire of the 
following periods:  (i) the completion of the Third Anniversary Date; or (ii) 
the completion of the second full Promotional Year of the QUS-2 Ultrasound 
Product.  Section 7.1(ii) shall cease to be a binding obligation of Metra if 
either of the following events shall occur: U.S. development and approval 
efforts for the QUS-2 Ultrasound Product (or a replacement product) 
permanently cease without such product having been approved for commercial 
sale in the U.S.; or Metra shall make a [XXXX] payment to Berlex by wire 
transfer within five (5) days of the delivery by Metra to Berlex of Metra's 
notice terminating the Agreement.

     If, following the Third Anniversary Date, Metra terminates this 
Agreement pursuant to this Section 7.1, then for [XXXX] following such 
termination Metra shall not enter into an agreement with a pharmaceutical 
company permitting a pharmaceutical company to promote any of the Metra 
Products to the OB/GYN Market in the U.S. except as provided hereafter.  If 
Metra wishes, during this [XXXX] period to enter into an agreement with a 
pharmaceutical company relating to the promotion of Metra Products to the 
OB/GYN Market in the U.S.,  Berlex shall have a right of first refusal to 
promote the Metra Products to the OB/GYN Market in the U.S. if Berlex agrees 
to execute a binding commitment to meet or exceed the business terms offered 
by the pharmaceutical company.  Berlex shall be required to make a binding 
commitment to Metra within fifteen (15) business days following receipt from 
Metra of a summary of the material business terms offered by the 
pharmaceutical company (Metra shall not be obligated to disclose to Berlex 
the name of the pharmaceutical company but Metra shall inform Berlex whether 
the pharmaceutical company distributes menopausal and/or osteoporosis 
products that compete with Berlex's own products that are marketed to the 
OB/GYN Market).  If Berlex does not execute a binding commitment within said 
fifteen (15) business days, Metra shall thereafter be free to enter into an 
agreement with a pharmaceutical company on business terms no less favorable 
to Metra than those disclosed to Berlex.  Berlex's right of first refusal 
shall not apply if Metra enters into a promotion agreement with a distinct 
business unit of a pharmaceutical company and the distinct business unit does 
not and will not during the [XXXX] period referred to above in this paragraph 
distribute or promote products that compete with Berlex's own products 
marketed to the OB/GYN Market.


                                      -12-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

     7.2  EARLY TERMINATION.  Either party may terminate this Agreement upon 
written notice in the event of (i) any material breach of any warranty, 
representation or covenant of this Agreement by the other party which remains 
uncured thirty (30) days after notice of such breach, or (ii) in the event of 
any bankruptcy, insolvency, receivership or similar proceeding of the other 
party which continues for sixty (60) days from filing.

     7.3  TERMINATION BY METRA.  Metra may terminate this Agreement upon 
written notice delivered to Berlex within five (5) business days following 
completion of the first Promotional Year for the Pyrilinks-Registered 
Trademark--D Product if, during the four calendar quarters of the first 
Promotional Year (the parties expect that the fourth quarter shall end on 
approximately June 30, 1998), (i) Metra's Gross Revenues of 
Pyrilinks-Registered Trademark--D for the four quarters do not equal or 
exceed [XXXX]; and (ii) Metra's Gross Revenues of Pyrilinks-Registered 
Trademark--D for any individual quarter do not equal or exceed [XXXX].  In 
addition, Metra may terminate this Agreement upon written notice delivered to 
Berlex within five (5) business days following completion of the second 
Promotional Year for the Pyrilinks-Registered Trademark--D Product if, during 
the second Promotional Year (the parties expect that the second Promotional 
Year shall end on approximately June 30, 1999), Metra's Gross Revenues of 
Pyrilinks-Registered Trademark--D for the four quarters do not equal or 
exceed [XXXX].  For purposes of this paragraph and calculating the dollar 
thresholds referred to above, if Metra is providing Metra Products to the 
OB/GYN Market in the U.S. at no charge and in quantities not in Metra's 
ordinary course of business, the parties shall meet to review this practice 
and discuss whether these marketing units should be considered in the dollar 
thresholds.

     Metra and Berlex agree to meet during the third quarter and, if this 
Agreement is not sooner terminated, the seventh quarter following the 
commencement of the first Promotional Year for the Pyrilinks-Registered 
Trademark--D Product, to discuss the sales performance of the Metra Products 
and Metra agrees that if it is possible that Metra will have the right to 
terminate this Agreement pursuant to this Section 7.3, then Metra will notify 
Berlex in writing of Metra's intent to terminate the Agreement.  Berlex shall 
have thirty (30) days from receipt of the notice from Metra to inform Metra 
that either (i) Berlex accepts the Metra termination notice, in which case 
this Agreement will terminate; or (ii) Berlex rejects the Metra termination 
notice, in which case (a) this Agreement will not terminate pursuant to this 
Section 7.3; and (b) any payments for the upcoming Promotional Year due from 
Metra to Berlex pursuant to Section 6.1 shall be reduced in the same 
proportion that Metra's total sales for the applicable period of four full 
quarters bears to the sales target for such period, as set forth above in 
this Section 7.3.  In addition, Metra shall have the right to terminate this 
Agreement upon written notice to Berlex if Berlex has not begun active 
detailing of the Pyrilinks-Registered Trademark--D product within twelve (12) 
months of the Effective Date, provided that such failure to detail on the 
part of Berlex is not due in whole or in part to any material act or material 
omission of Metra.

     In the event that Metra terminates this Agreement pursuant to this 
Section 7.3, then for [XXXX] following such termination Metra shall not enter 
into an agreement with a pharmaceutical company permitting a pharmaceutical 
company to promote any of the Metra Products to the OB/GYN Market in the U.S. 
except as provided hereafter.  If Metra wishes, during this [XXXX] period to 
enter into an agreement with a pharmaceutical company relating to the 
promotion of Metra Products to the OB/GYN Market in the U.S.,  Berlex shall 
have a right of 


                                      -13-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

first refusal to promote the Metra Products to the OB/GYN Market in the U.S. 
if Berlex agrees to execute a binding commitment to meet or exceed the 
business terms offered by the pharmaceutical company.  Berlex shall be 
required to make a binding commitment to Metra within fifteen (15) business 
days following receipt from Metra of a summary of the material  business 
terms offered by the pharmaceutical company (Metra shall not be obligated to 
disclose to Berlex the name of the pharmaceutical company).  If Berlex does 
not execute a binding commitment within said fifteen (15) business days, 
Metra shall thereafter be free to enter into an agreement with a 
pharmaceutical company on business terms no less favorable than those 
disclosed to Berlex.  Berlex's right of first refusal shall not apply if 
Metra enters into a promotion agreement with a distinct business unit of a 
pharmaceutical company and the distinct business unit does not and will not 
during the [XXXX] period referred to above in this paragraph distribute or 
promote products that compete with Berlex's own products marketed to the 
OB/GYN Market.

     7.4  TERMINATION BY BERLEX.  Berlex may terminate this Agreement upon 
ninety (90) days prior written notice:  (i) if, after completion of the first 
Promotional Year for the Pyrilinks-Registered Trademark--D Product, Berlex 
acquires rights to a pharmaceutical product that is marketed primarily to the 
OB/GYN Market and Berlex desires to devote its personnel to that product 
rather that the Metra Products; or (ii) if (A) Cholestech Corporation has not 
achieved U.S. 510(k) clearance to market Metra's point-of-care cassette by 
[XXXX] or (B) Cholestech Corporation has not received CLIA waiver for Metra's 
point-of-care cassette by [XXXX]; or (iii) if, within thirty (30) days of the 
Effective Date, Metra has not entered into an agreement with Norland Medical 
Systems, Inc. pursuant to which Berlex has the right to promote the Norland 
products set forth in EXHIBIT A on the terms set forth in this Agreement.

     7.5  RETURN OF INFORMATION.  Within thirty (30) calendar days after the 
termination or expiration of this Agreement, each party hereto shall either 
deliver to the other, or destroy, all copies of any tangible Confidential 
Information of the other party provided hereunder in its possession or under 
its control, and shall furnish to the other party an affidavit signed by an 
officer of its company certifying that to the best of its knowledge, such 
delivery or destruction has been fully effected.  Each parties' outside 
counsel may retain one copy of the Confidential Information in a sealed file.

     7.6  REMAINING PAYMENT.  Within forty-five (45) calendar days of the 
expiration or termination of this Agreement, each party shall pay to the 
other all sums, if any, due and owing as of the date of expiration or 
termination.  Such sums shall include any Berlex commissions then earned and 
unpaid.

     7.7  SURVIVAL.  The respective rights and obligations of the parties 
under Sections 6.2.8 (which shall only survive six (6) months), 7.1, 7.3, 
7.5, 7.6, 7.7, Article 8, Article 10 and Article 11 shall survive expiration 
or termination of this Agreement.  No termination or expiration of this 
Agreement shall relieve any party for any liability for any breach of or 
liability accruing under this Agreement prior to termination. 


                                      -14-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

                      ARTICLE 8:  CONFIDENTIAL INFORMATION 

     8.1  PROTECTION OF CONFIDENTIAL INFORMATION.  The parties recognize 
that, in connection with the performance of this Agreement, each of them may 
disclose to the other its Confidential Information.  The party receiving any 
Confidential Information agrees to maintain the confidential status of such 
Confidential Information and not to use any such Confidential Information for 
any purpose other than the purpose for which it was originally disclosed to 
the receiving party, and not to disclose any of such Confidential Information 
to any third party.  Neither party shall disclose the other's Confidential 
Information to its employees and agents except on a need-to-know basis.

     8.2  PERMITTED DISCLOSURE.  The parties acknowledge and agree that each 
may disclose Confidential Information:  (i) as required by law; (ii) to their 
respective directors, officers, employees, attorneys, accountants, 
advertising agencies, medical education providers, public relations agencies 
and other advisors, who are under an obligation of confidentiality, on a 
"need-to-know" basis; (iii) to partners, who are under an obligation of 
confidentiality, on a "need-to-know" basis; or (iv) in connection with 
disputes or litigation between the parties involving such Confidential 
Information and each party shall endeavor to limit disclosure to that purpose 
and to ensure maximum application of all appropriate judicial safeguards 
(such as placing documents under seal).  In the event a party is required to 
disclose Confidential Information as required by law, such party will, to the 
extent practical, in advance of such disclosure, provide the other party with 
prompt notice of such requirement.  Such party also agrees, to the extent 
legally permissible, to provide the other party, in advance of any such 
disclosure, with copies of any information or documents such party intends to 
disclose (and, if applicable, the text of the disclosure language itself) and 
to cooperate with the other party to the extent the other party may seek to 
limit such disclosure.

     8.3  APPLICABILITY.  The foregoing obligations of confidentiality shall 
apply to directors, officers, employees and representatives of the parties 
and any other person to whom the parties have delivered copies of, or 
permitted access to, such Confidential Information in connection with the 
performance of this Agreement, and each party shall advise each of the above 
of the obligations set forth in this Article 8.

     8.4  THIRD PARTY CONFIDENTIAL INFORMATION.  Any Confidential Information 
of a third party disclosed to either party shall be treated by Berlex or 
Metra, as the case may be, in accordance with the terms under which such 
third party Confidential Information was disclosed; PROVIDED, HOWEVER, that 
the party disclosing such third party Confidential Information shall first 
notify the other party that such information constitutes third party 
Confidential Information and the terms applicable to such third party 
Confidential Information and provided further that either party may decline, 
in its sole discretion, to accept all or any portion of such third party 
Confidential Information.

     8.5  CONFIDENTIALITY OF AGREEMENT.  Except as required by law or 
generally accepted accounting principles, and except to assert its rights 
hereunder or for disclosures to its own officers, directors, employees and 
professional advisers on a need-to-know basis or in confidence 


                                      -15-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

to investment bankers, financial institutions or other lenders or acquirers, 
each party hereto agrees that neither it nor its directors, officers, 
employees, consultants or agents shall disclose the terms of this Agreement 
or specific matters relating hereto without the prior consent of the other 
party, which consent shall not be unreasonably withheld or delayed. Berlex 
and Metra shall mutually agree to the form of a joint press release to be 
issued on the Effective Date.

     8.6  USE OF NAME.  Neither party shall use the name of the other or the 
name of the Affiliates of the other party or the names of the products of the 
other party in any public announcement, without the consent of the other 
party.  Metra will not use the name of Berlex's Affiliate, Schering AG 
Germany in any public announcement without the consent of Schering AG Germany.

                 ARTICLE 9:  REPRESENTATIONS AND WARRANTIES 

     9.1  MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and 
warrants to the other party that:

          (i)  such party has been duly incorporated and is validly existing 
under the laws of the state in which such party is incorporated; 

          (ii)  such party has the full corporate right, power and authority 
to enter into this Agreement and to perform the acts required of it hereunder;

          (iii)  the execution of this Agreement by such party, and the 
performance by such party of its obligations and duties hereunder, do not and 
will not violate any agreement to which such party is a party or by which it 
is otherwise bound;

          (iv)  when executed and delivered by such party, this Agreement 
will constitute the legal, valid and binding obligation of such party, 
enforceable against such party in accordance with its terms; and

          (v)  such party acknowledges that the other party makes no 
representations, warranties or agreements related to the subject matter 
hereof that are not expressly provided for in this Agreement.

     9.2  BERLEX REPRESENTATIONS AND WARRANTIES.  In addition to the 
representations and warranties of Section 9.1 hereto, Berlex further 
represents and warrants:

          (i)  the non Metra promotional materials which Berlex includes in 
or associates with Metra Products do not and shall not, to the best of 
Berlex's knowledge, infringe on or violate any copyright, U.S. patent or any 
other proprietary right of any third party; and

          (ii)  Berlex's performance of this Agreement shall comply in all 
material respects with, and shall neither contravene, breach nor infringe, 
any laws or regulations of the U.S.


                                      -16-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

     9.3  METRA REPRESENTATIONS AND WARRANTIES.  In addition to the 
representations and warranties of Section 9.1 hereto, Metra further 
represents and warrants:

          (i)  the Metra promotional materials do not and shall not, to the 
best of Metra's knowledge, infringe on or violate any copyright, U.S. patent 
or any other proprietary right of any third party;

          (ii)  Metra has sufficient right, title and ownership of all Metra 
Trademarks being licensed to Berlex pursuant to this Agreement, without 
infringement of the rights of third parties;

          (iii)  the Metra Products (for purposes of subparagraphs (iii), 
(iv) and (v) Metra Products means only those products set forth under 
subparagraph A of EXHIBIT A) (a) will conform to the claims set forth in 
applicable FDA clearances; (b) will not be adulterated or misbranded by Metra 
within the meaning of the U.S. Food, Drug and Cosmetic Act, or be an article 
which may not be introduced into U.S. interstate commerce pursuant to such 
act; and (c) that Metra will comply in all material respects with all 
applicable laws and regulations in the manufacture, storage, distribution and 
sale of the Metra Products, including without limitation compliance with 
applicable current good manufacturing practices regulations, and laws 
relating to the generation, storage, shipment and disposal of waste;

          (iv)  to the best of Metra's knowledge there are no claims or 
actions at law or equity of any nature pending or threatened against Metra by 
any third party (including without limitation any governmental authority) 
affecting any of the Metra Products or Metra's ability to perform this 
Agreement; and 

          (v)  except for existing rights granted to Wyeth-Ayerst 
Laboratories and Mission Pharmacal, Metra has not granted to any third party 
the right to promote or detail to the OB/GYN market in the U.S. any Metra 
Products.

          (vi)  Metra's performance of this Agreement shall comply in all 
material respects with, and shall neither contravene, breach nor infringe, 
any laws or regulations of the U.S. 

      ARTICLE 10:  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION 

     10.1  LIABILITY.  EXCEPT AS PROVIDED IN SECTION 10.3, UNDER NO 
CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, 
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY 
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY 
PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR 
ANTICIPATED PROFITS OR LOST BUSINESS.

     10.2  NO ADDITIONAL WARRANTIES.  EXCEPT AS SET FORTH IN THIS AGREEMENT, 
NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY 
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, 


                                      -17-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING 
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE 
AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF 
PERFORMANCE.

     10.3  INDEMNIFICATION. 

          10.3.1  METRA INDEMNITY.  Subject to the limitations set forth 
below, Metra, at its own expense, shall indemnify, defend and hold Berlex and 
any Berlex Affiliates and their officers, directors, employees and agents 
(the "BERLEX INDEMNIFIED PARTY(IES)") harmless from and against any 
judgments, losses, deficiencies, damages, liabilities, costs and expenses 
(including, without limitation, reasonable attorneys' fees and expenses), 
whether required to be paid to a third party or otherwise incurred in 
connection with or arising from any claim, suit, action or proceeding 
(collectively, a "CLAIM") asserted by a third party (having no direct or 
indirect (including via an Affiliate) relationship with Berlex), against a 
Berlex Indemnified Party to the extent the basis of such Claim is that:  (i) 
the Metra Trademarks infringe any Intellectual Property Rights of a third 
party; (ii) Metra does not have the right to license the Metra Trademarks as 
set forth herein; and (iii) a material act or material omission of Metra 
(including without limitation the design, testing, manufacture, regulatory 
approval, sale, detailing (by Berlex or Metra), promoting (by Berlex or 
Metra), or distribution of any of the Metra Products), is alleged to have 
caused damage or injury to any third party.  Any Claim requiring Berlex to 
indemnify the Metra Indemnitees pursuant to Section 10.3.4 shall be excluded 
from Metra's indemnity undertaking set forth in this Section.

          10.3.2  NO METRA TRADEMARK LIABILITY.  Notwithstanding Section 
10.3.1, Metra assumes no liability for infringement claims arising from:  (i) 
a combination of the Metra Trademarks or Metra promotional materials or any 
part thereof with other Berlex or other third party materials not provided by 
Metra where such infringement would not have arisen from the use of the Metra 
Trademarks or materials or portion thereof absent such combination, and where 
the combination was not approved by Metra pursuant to Section 3.1.3; or (ii) 
modification of the Metra Trademarks or materials or portion thereof by 
anyone other than Metra or on its behalf where such infringement would not 
have occurred but for such modifications, and where such modification was not 
approved by Metra pursuant to Section 3.1.3.

          10.3.3  METRA TRADEMARK LIABILITY.  If Metra receives notice of an 
alleged infringement relating to the Metra Trademarks, Metra, at its option 
and expense, shall use all reasonable efforts to:  (i) obtain a license at no 
cost to Berlex permitting continued use of the Metra Trademarks on terms and 
conditions consistent with the rights granted to Berlex hereunder, (ii) 
modify the infringe portion of the Metra Trademarks so that it does not 
infringe third party rights; or (iii) provide a substitute for such 
infringing portion.  If none of the foregoing options are reasonably 
available to Metra, then upon written notice by Metra to Berlex, Berlex shall 
thereupon take the necessary action to discontinue further distribution of 
the Metra Trademarks to the extent that and only for so long as such use 
would be infringing.


                                      -18-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

          10.3.4  BERLEX INDEMNIFICATION.  Subject to the limitations set 
forth below, Berlex, at its own expense, shall indemnify, defend and hold 
Metra and any Metra Affiliates and their officers, directors, employees and 
agents  (the "METRA INDEMNIFIED PARTY(IES)"  harmless from and against any 
judgment, losses, deficiencies, damages, liabilities, costs and expenses 
(including, without limitation, reasonable attorneys' fees and expenses), 
whether required to be paid to a third party or otherwise incurred in 
connection with or arising from any Claim asserted by a third party (having 
no direct or indirect (including via an Affiliate) relationship with Metra) 
against a Metra Indemnified Party to the extent the basis of such Claim is 
that: (i) a third party Claim arising from any promotional or detailing 
performed by Berlex in regard to any Berlex product, or in regard to any 
Metra Product if the information relating to the Metra Product was not 
approved by Metra pursuant to Section 3.1.3; or (ii) a Claim relating to any 
Berlex statements and/or claims regarding Metra Products different from those 
made by Metra in Metra's own promotional materials and/or in Metra's FDA 
clearances or Metra Product specifications unless the Berlex statements 
and/or claims were approved by Metra pursuant to Section 3.1.3.

          10.3.5  ASSERTION OF CLAIMS. Each indemnified party agrees to give 
the indemnifying party prompt written notice of any Claim or discovery of 
fact upon which such indemnified party intends to base a request for 
indemnification under Sections 10.3.1 or 10.3.4.  Each party shall furnish 
promptly to the other, copies of all papers and official documents received 
in respect of any Claim.  With respect to any Claim relating solely to the 
payment of money damages and which will not result in the indemnified party 
becoming subject to injunctive or other relief or otherwise adversely 
affecting the business of the indemnified party in any manner, and as to 
which the indemnifying party shall have acknowledged in writing the 
obligation to indemnify the indemnified party hereunder, the indemnifying 
party shall have the sole right to defend, settle or otherwise dispose of 
such Claim, on such terms as the indemnifying party, in its sole discretion, 
shall deem appropriate.  The indemnifying party shall obtain the written 
consent of the indemnified party, which shall not be unreasonably withheld, 
prior to ceasing to defend, settling or otherwise disposing of any Claim if 
as a result thereof the indemnified party would become subject to injunctive 
or other equitable relief or any remedy other than the payment of money, 
which payment would be the responsibility of the indemnifying party.  The 
indemnifying party shall not be liable for any settlement or other 
disposition of a Claim by the indemnified party which is reached without the 
written consent of the indemnifying party.  Except as provided above, the 
reasonable costs and expenses, including reasonable fees and disbursements of 
counsel incurred by any indemnified party in connection with any Claim, shall 
be reimbursed on a quarterly basis by the indemnifying party, without 
prejudice to the indemnifying party's right to contest the indemnified 
party's right to indemnification and subject to refund in the event the 
indemnifying party is ultimately held not to be obligated to indemnify the 
indemnified party. 


                        ARTICLE 11:  MISCELLANEOUS 

     11.1  GOVERNING LAW.  This Agreement shall be interpreted and construed 
in accordance with the laws of the State of California, with the same force 
and effect as if fully executed and performed therein.  Each of Berlex and 
Metra hereby consents and submits to the personal jurisdiction in the state 
courts of the State of California, and expressly agrees that the venue for 


                                      -19-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.


<PAGE>

any action arising under this Agreement shall be the appropriate court 
sitting within the Northern District of California.

     11.2  AMENDMENT OR MODIFICATION.  This Agreement may not be amended, 
modified or supplemented by the parties in any manner, except by an 
instrument in writing signed on behalf of each of the parties by a duly 
authorized officer or representative.

     11.3  NO ASSIGNMENT.  Neither party shall transfer or assign any rights 
or delegate any obligations hereunder, in whole or in part, whether 
voluntarily or by operation of law, without the prior written consent of the 
other party.  Any purported transfer, assignment or delegation by either 
party without the appropriate prior written approval shall be null and void 
and of no force or effect.  Notwithstanding the foregoing, without securing 
such prior consent, each party shall have the right to assign this Agreement 
or any of its rights or obligations to any successor of such party by way of 
merger or consolidation or the acquisition of substantially all of the 
business and assets of the assigning party relating to the Agreement.

     11.4  NOTICES.  Except as otherwise provided herein, any notice or other 
communication to be given hereunder shall be in writing and shall be (as 
elected by the party giving such notice):  (i) personally delivered; (ii) 
transmitted by postage prepaid registered or certified airmail, return 
receipt requested; (iii) deposited prepaid with a nationally recognized 
overnight courier service; or (iv) sent via facsimile, with a confirmation 
copy sent via first class mail.  Unless otherwise provided herein, all 
notices shall be deemed to have been duly given on:  (x) the date of receipt 
(or if delivery is refused, the date of such refusal) if delivered 
personally, by courier, or by facsimile; or (y) five (5) days after the date 
of posting if transmitted by mail.  Either party may change its address for 
notice purposes hereof on not less than five (5) days prior notice to the 
other party.  Notice hereunder shall be directed to a party at the address 
for such party which is set forth below:

     To Metra:          Metra Biosystems, Inc.
                        265 North Whisman Road
                        Mountain View, California  94043
                        Attention:  George W. Dunbar, Jr., President and CEO
                        Fax:  (415) 903-0500

     Copy to:           Mark B. Weeks
                        Venture Law Group             
                        2800 Sand Hill Road           
                        Menlo Park, California  94025 
                        Fax: (415) 233-8386           

     To Berlex:         Berlex Laboratories, Inc.
                        300 Fairfield Road
                        Wayne, New Jersey 07470
                        Attention:  H. Joseph Reiser, Vice President 
                        Fax: (201) 942-1610


                                      -20-

                     [X] CONFIDENTIAL TREATMENT REQUESTED.
             OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

     Copy to:           Berlex Laboratories, Inc.
                        300 Fairfield Road          
                        Wayne, New Jersey 07470    
                        Attention:  General Counsel 
                        Fax: (201) 305-4405         




     11.5  ENTIRE AGREEMENT.  Except for the nondisclosure agreement dated 
March 7, 1997, this Agreement represents the entire agreement of the parties 
with respect to the subject matter hereof and supersedes all prior and/or 
contemporaneous agreements and understandings, written or oral between the 
parties with respect to the subject matter hereof.

     11.6  WAIVER.  Any of the provisions of this Agreement may be waived by 
the party entitled to the benefit thereof.  Neither party shall be deemed, by 
any act or omission, to have waived any of its rights or remedies hereunder 
unless such waiver is in writing and signed by the waiving party, and then 
only to the extent specifically set forth in such writing.  A waiver with 
reference to one event shall not be construed as continuing or as a bar to or 
waiver of any right or remedy as to a subsequent event.

     11.7  FEES AND EXPENSES.  Each party shall be responsible for the 
payment of its own costs and expenses, including attorneys' fees and 
expenses, in connection with the negotiation and execution of this Agreement.

     11.8  RECOVERY OF COSTS AND EXPENSES.  If either party to this Agreement 
brings an action against the other party to enforce its rights under this 
Agreement, the prevailing party shall be entitled to recover its costs and 
expenses, including, without limitation, attorneys' fees and costs incurred 
in connection with such action, including any appeal of such action.

     11.9  SEVERABILITY.  If the application of any provision or provisions 
of this Agreement to any particular facts of circumstances shall be held to 
be invalid or unenforceable by any court of competent jurisdiction, then:  
(i) the validity and enforceability of such provision or provisions as 
applied to any other particular facts or circumstances and the validity of 
other provisions of this Agreement shall not in any way be affected or 
impaired thereby; and (ii) such provision or provisions shall be reformed 
without further action by the parties hereto and only to the extent necessary 
to make such provision or provisions valid and enforceable when applied to 
such particular facts and circumstances.

     11.10  OTHER AGREEMENTS.  Neither party shall agree to any contractual 
provision or term in any agreement with any third party which contains a 
provision or term which causes such party to be in breach of or violates this 
Agreement.

     11.11  NO DISCLOSURE.  Without the prior written consent of the other 
party, neither party shall, in any manner, disclose, advertise, or publish 
the terms of, or any information concerning, this Agreement; PROVIDED, 
HOWEVER, that either party may disclose such portions of this Agreement as 
may be required by law, subject to the provisions of Article 8 hereto.


                                -21-

                 [X] CONFIDENTIAL TREATMENT REQUESTED.
        OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

     11.12  NO THIRD PARTY BENEFICIARIES.  Nothing express or implied in this 
Agreement is intended to confer, nor shall anything herein confer, upon any 
person other than the parties and the respective successors or assigns of the 
parties, any rights, remedies, obligations or liabilities whatsoever.

     11.13  INDEPENDENT CONTRACTORS.  The relationship of Metra and Berlex 
established by this Agreement is that of independent contractors, and nothing 
contained in this Agreement shall be construed to give either party the power 
to direct and control the day-to-day activities of the other or allow one 
party to create or assume any obligation on behalf of the other for any 
purpose whatsoever.  All financial obligations associated with Berlex's 
business are the sole responsibility of Berlex.  All sales and other 
agreements between Berlex and Berlex's customers are Berlex's exclusive 
responsibility and shall have no effect on Berlex's obligations under this 
Agreement. All financial obligations associated with Metra's business are the 
sole responsibility of Metra.  All sales and other agreements between Metra 
and Metra's customers are Metra's exclusive responsibility and shall have no 
effect on Metra's obligations under this Agreement.

     11.14  COUNTERPARTS; FACSIMILES.  This Agreement may be executed in any 
number of counterparts, each of which when so executed and delivered shall be 
deemed an original, and such counterparts together shall constitute one and 
the same instrument.  Each party shall receive a duplicate original of the 
counterpart copy or copies executed by it.  For purposes hereof, a facsimile 
copy of this Agreement, including the signature pages hereto, shall be deemed 
to be an original.  Notwithstanding the foregoing, the parties shall each 
deliver original execution copies of this Agreement to one another as soon as 
practicable following execution thereof.


                                -22-

                 [X] CONFIDENTIAL TREATMENT REQUESTED.
        OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

     IN WITNESS WHEREOF, the parties to this Agreement by their duly 
authorized representatives have executed this Agreement as of the date first 
above written.

METRA BIOSYSTEMS, INC.                      BERLEX LABORATORIES, INC.

By: /s/ Kurt E. Amundson                    By: /s/ John Nicholson
    ---------------------------                 ------------------------------
    Name:  Kurt E. Amundson                     Name:  John Nicholson
    Title:  Vice President & CFO                Title:  Treasurer


                               -23-

                 [X] CONFIDENTIAL TREATMENT REQUESTED.
        OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

                                  EXHIBIT A

                                METRA PRODUCTS

A.  PRODUCTS SUBJECT TO ARTICLE 6 COMMISSIONS.

    1.  Pyrilinks-Registered Trademark--D (all formats).

    2.  Metra's point-of-care cassette (manufactured pursuant to Metra's 
agreement with Cholestech Corporation).

    3.  QUS-2 Ultrasound product.

B.  PRODUCTS NOT SUBJECT TO ARTICLE 6 COMMISSIONS.

    1.  Norland Medical Systems, Inc.'s pDEXA and OsteoAnalyzer products.


                 [X] CONFIDENTIAL TREATMENT REQUESTED.
        OMITTED PORTIONS FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

                                   EXHIBIT B

                        FORM OF COMMON STOCK WARRANT

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND HAS BEEN 
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE 
SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED 
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF 
COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS 
NOT REQUIRED UNDER THE SECURITIES ACT.

Warrant No. WC-1                               Number of Shares:  413,223
Date of Issuance:  April 25, 1997              (subject to adjustment)


                            METRA BIOSYSTEMS, INC.

                         COMMON STOCK PURCHASE WARRANT

     Metra Biosystems, Inc. (the "COMPANY"), for value received, hereby 
certifies that Berlex Laboratories, Inc., or its registered assigns (in 
accordance with Section 4 below) (the "REGISTERED HOLDER"), is entitled, 
subject to the terms set forth below, to purchase from the Company, at any 
time after the Date of Issuance (set forth above) and on or before the 
Expiration Date (as defined in Section 6 below), up to that number of shares 
of Common Stock of the Company as shall be determined pursuant to Section 2 
below, at an exercise price per share as shall also be determined pursuant to 
Section 2.  The shares purchasable upon exercise of this Warrant are 
hereinafter referred to as the "WARRANT STOCK." The exercise price per share 
of Warrant Stock is hereinafter referred to as the "PURCHASE PRICE."

     1.  EXERCISE.

         (a)  MANNER OF EXERCISE.  This Warrant may be exercised by the 
Registered Holder, in whole or in part, by surrendering this Warrant, with 
the purchase form appended hereto as EXHIBIT A duly executed by such 
Registered Holder or by such Registered Holder's duly authorized 
attorney-in-fact, at the principal office of the Company, or at such other 
office or agency as the Company may designate, accompanied by payment in full 
by cash, check or wire transfer of the Purchase Price payable in respect of 
the number of shares of Warrant Stock purchased upon such exercise.

         (b)  EFFECTIVE TIME OF EXERCISE.  Each exercise of this Warrant 
shall be deemed to have been effected immediately prior to the close of 
business on the day on which this Warrant shall have been surrendered to the 
Company, with payment of the applicable Purchase Price, as provided in 
Section 1(a) above; provided, however, that if this Warrant is exercised in 


<PAGE>

connection with or in contemplation of an Acquisition (as defined in Section 
6 below), such exercise may be conditioned upon the closing of such 
Acquisition, in which case this Warrant shall be deemed to have been 
exercised immediately prior to such closing and, if such closing does not 
occur, this Warrant shall be deemed to not have been exercised.  At such 
time, the person or persons in whose name or names any certificates for 
Warrant Stock shall be issuable upon such exercise as provided in Section 
1(c) below shall be deemed to have become the holder or holders of record of 
the Warrant Stock represented by such certificates.

         (c)  DELIVERY TO REGISTERED HOLDER.  As soon as practicable after 
the exercise of this Warrant in whole or in part, and in any event within 
twenty (20) days thereafter, the Company at its expense will cause to be 
issued in the name of, and delivered to, the Registered Holder, or as such 
Registered Holder (upon payment by such Registered Holder of any applicable 
transfer taxes) may direct:

              (i)  a certificate or certificates for the number of shares of 
Warrant Stock to which such Registered Holder shall be entitled, and 

              (ii)  in case such exercise is in part only, a new warrant 
(dated the date hereof) of like tenor, calling in the aggregate on the face 
thereof for the number of shares of Warrant Stock equal to the number of such 
shares called for on the face of this Warrant minus the number of such shares 
purchased by the Registered Holder upon such exercise as provided in Section 
1(a) above.

    2.  PURCHASE PRICE AND NUMBER OF SHARES ISSUABLE UPON EXERCISE.  The 
number of shares of Warrant Stock issuable upon exercise of this Warrant and 
the Purchase Price therefor shall be determined as follows:

        (a)  If the average closing price of the Company's Common Stock as 
quoted on the Nasdaq National Market (the "NASDAQ") over the thirty (30) 
trading days ending on the close of business on the last trading day before 
the Date of Issuance of this Warrant (set forth above) (the "AVERAGE CLOSING 
PRICE") is less than $6.00 per share, 

              (i)  the Purchase Price shall be one hundred twenty percent 
(120%) of the Average Closing Price, and

              (ii)  the number of shares of Warrant Stock issuable hereunder 
shall be determined by dividing $2,000,000 by the Purchase Price determined 
pursuant to Section 2(a)(i) above; or 

        (b)  If the Average Closing Price is greater than or equal to $6.00 
per share, 

             (i)  the Purchase Price shall be the Average Closing Price, and 
the number of shares of Warrant Stock issuable hereunder shall be determined 
by dividing $2,000,000 by the Average Closing Price.


                                      3
<PAGE>

The number of shares of Warrant Stock and the Purchase Price shall be subject 
to adjustment as provided herein.

     3.  CERTAIN ADJUSTMENTS.

         (a)  MERGERS OR CONSOLIDATIONS.  If at any time there shall be a 
capital reorganization (other than a combination or subdivision of Warrant 
Stock otherwise provided for herein), or a merger or consolidation of the 
Company with another corporation other than an Acquisition (as defined in 
Section 6), then, as a part of such reorganization, merger or consolidation, 
lawful provision shall be made so that the Registered Holder shall thereafter 
be entitled to receive upon exercise of this Warrant, during the period 
specified in this Warrant and upon payment of the Purchase Price, the number 
of shares of stock or other securities or property of the Company or the 
successor corporation resulting from such reorganization, merger or 
consolidation, to which a holder of the Common Stock deliverable upon 
exercise of this Warrant would have been entitled under the provisions of the 
agreement in such reorganization, merger or consolidation if this Warrant had 
been exercised immediately before that reorganization, merger or 
consolidation.  In any such case, appropriate adjustment (as determined in 
good faith by the Company's Board of Directors) shall be made in the 
application of the provisions of this Warrant with respect to the rights and 
interests of the Registered Holder after the reorganization, merger or 
consolidation to the end that the provisions of this Warrant (including 
adjustment of the Purchase Price then in effect and the number of shares of 
Warrant Stock) shall be applicable after that event, as near as reasonably 
may be, in relation to any shares or other property deliverable after that 
event upon exercise of this Warrant.

         (b)  SPLITS AND SUBDIVISIONS; DIVIDENDS.  In the event the Company 
should at any time or from time to time fix a record date for the 
effectuation of a split or subdivision of the outstanding shares of Common 
Stock or the determination of the holders of Common Stock entitled to receive 
a dividend or other distribution payable in additional shares of Common Stock 
or other securities or rights convertible into, or entitling the holder 
thereof to receive directly or indirectly, additional shares of Common Stock 
(hereinafter referred to as the "COMMON STOCK EQUIVALENTS") without payment 
of any consideration by such holder for the additional shares of Common Stock 
or Common Stock Equivalents (including the additional shares of Common Stock 
issuable upon conversion or exercise thereof), then, as of such record date 
(or the date of such distribution, split or subdivision if no record date is 
fixed), the per share Purchase Price shall be appropriately decreased and the 
number of shares of Warrant Stock shall be appropriately increased in 
proportion to such increase (or potential increase) of outstanding shares.

         (c)  COMBINATION OF SHARES.  If the number of shares of Common Stock 
outstanding at any time after the date hereof is decreased by a combination 
of the outstanding shares of Common Stock, the per share purchase price shall 
be appropriately increased and the number of shares of Warrant Stock shall be 
appropriately decreased in proportion to such decrease in outstanding shares.


                                      4
<PAGE>

         (d)  ADJUSTMENTS FOR OTHER DISTRIBUTIONS.  In the event the Company 
shall declare a distribution payable in securities of other persons, 
evidences of indebtedness issued by the Company or other persons, assets 
(excluding cash dividends paid out of net profits) or options or rights not 
referred to in Section 3(b), then, in each such case for the purpose of this 
Section 3(d), upon exercise of this Warrant the holder hereof shall be 
entitled to a proportionate share of any such distribution as though such 
holder was the holder of the number of shares of Common Stock of the Company 
into which this Warrant may be exercised as of the record date fixed for the 
determination of the holders of Common Stock of the Company entitled to 
receive such distribution.

         (e)  When any adjustment is required to be made in the securities 
issuable upon exercise of this Warrant, the Company shall promptly mail to 
the Registered Holder a certificate setting forth a brief statement of the 
facts requiring such adjustment.  Such certificate shall also set forth the 
kind and amount of stock or other securities or property into which this 
Warrant shall be exercisable following the occurrence of any of the events 
specified in this Section 3.

     4.  REPRESENTATIONS; TRANSFER RESTRICTIONS.  

         (a)  The Registered Holder of this Warrant acknowledges that this 
Warrant and the Warrant Stock have not been registered under the Securities 
Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or 
otherwise dispose of this Warrant or any Warrant Stock issued upon its 
exercise in the absence of (i) an effective registration statement under the 
Securities Act as to this Warrant or such Warrant Stock and registration or 
qualification of this Warrant or such Warrant Stock or (ii) an opinion of 
counsel, reasonably satisfactory to the Company, that such registration and 
qualification are not required.  Further, the Registered Holder agrees that 
this Warrant, and the rights hereunder may only be sold, pledged, 
distributed, offered for sale, transferred or otherwise disposed of to 
Schering A.G. or another wholly owned subsidiary of Schering A.G.  Other than 
as provided in this Section 4(a), this Warrant is not transferable without 
the prior written consent of the Company.  It is understood and agreed that 
the immediately preceding two sentences do not apply to, or limit the sale, 
pledge, distribution, offers for sale, transfer or other disposition of, 
Warrant Stock.

         (b)  The Registered Holder hereby further represents and warrants to 
the Company with respect to the issuance of the Warrant and the purchase of 
the Warrant Stock as follows:

              (i)  PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Warrant is issued 
to the Registered Holder in reliance upon such Registered Holder's 
representation to the Company, which by such Registered Holder's execution of 
this Warrant such Registered Holder hereby confirms, that the Warrant and the 
Warrant Stock will be acquired for investment for such Registered Holder's 
own account, not as a nominee or agent, and not with a view to the resale or 
distribution of any part thereof, and that such Registered Holder has no 
present intention of selling, granting any participation in, or otherwise 
distributing the same.


                                      5
<PAGE>

              (ii)  KNOWLEDGE AND EXPERIENCE; ABILITY TO BEAR ECONOMIC RISKS. 
 The Registered Holder has such knowledge and experience in financial and 
business matters that it is capable of evaluating the merits and risks of the 
investment contemplated by this Warrant and such party is able to bear the 
economic risk of its investment in the Company (including a complete loss of 
its investment).

              (iii)  RESALE.  The Registered Holder understands that the 
Warrant being issued hereunder and the Warrant Stock to be purchased 
hereunder are characterized as "restricted securities" under the federal 
securities laws inasmuch as they are being acquired from the Company in a 
transaction not involving a public offering and that under such laws and 
applicable regulations, such securities may be resold without registration 
under the Securities Act only in certain circumstances.  In this regard, the 
Registered Holder represents that it is familiar with SEC Rule 144, as 
presently in effect, and understands the resale limitations imposed thereby 
and by the Securities Act.

              (iv)  LEGENDS.  The Registered Holder acknowledges that all 
stock certificates representing shares of stock issued to the Registered 
Holder upon exercise of this Warrant may, if such Warrant Stock is not 
registered under the Securities Act, have affixed thereto a legend 
substantially in the following form:

                    (x)  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE 
SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, 
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION 
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT 
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION 
IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO SUCH SECURITIES 
ACT."

                    (y)  Any legend required by the laws of any state in 
which the securities will be issued.

         (c)  Subject to the provisions of Section 4(a) hereof, this Warrant 
and all rights hereunder are transferable in whole or in part upon surrender 
of the Warrant with a properly executed assignment (in the form of EXHIBIT B 
hereto) at the principal office of the Company.

         (d)  The Company may treat the Registered Holder of this Warrant as 
the absolute owner hereof for all purposes; PROVIDED, HOWEVER, that if and 
when this Warrant is properly assigned in blank, the Company may (but shall 
not be required to) treat the bearer hereof as the absolute owner hereof for 
all purposes, notwithstanding any notice to the contrary.

         (e)  The Company will maintain a register containing the names and 
addresses of the Registered Holders of this Warrant.  Any Registered Holder 
may change such Registered Holder's address as shown on the warrant register 
by written notice to the Company requesting such change.


                                      6
<PAGE>

         (f)  The Company hereby represents and warrants to the Registered 
Holder as follows:

              (i)   The Company is a corporation validly existing and in good 
standing under the laws of the State of California.

              (ii)  The Company has full corporate right, power and authority 
(including the due authorization by all necessary corporate action) to enter 
into this Warrant and the Registration Rights Agreement referred to in 
Section 18 hereof (the "REGISTRATION RIGHTS AGREEMENT") and to perform its 
obligations hereunder and thereunder without the need for the consent of any 
other person; and this Warrant and the Registration Rights Agreement have 
been duly authorized, executed and delivered and constitute legal, valid and 
binding obligations of the Company enforceable against it in accordance with 
the terms hereof and thereof.  The execution, delivery and performance of 
this Warrant and the Registration Rights Agreement by the Company does not 
contravene or violate any laws, rules or regulations applicable to it.

              (iii) The Company has taken such corporate action as is 
necessary or appropriate to enable it to perform its obligations hereunder, 
including, but not limited to, the issuance, sale and delivery of the Warrant.

              (iv)  The Warrant Stock, when issued and paid for in compliance 
with the provisions of this Warrant, will be validly issued, fully paid and 
non-assessable.

     5.  NO IMPAIRMENT.  The Company will not, by amendment of its charter or 
through reorganization, consolidation, merger, dissolution, sale of assets or 
any other voluntary action, avoid or seek to avoid the observance or 
performance of any of the terms of this Warrant, but will at all times in 
good faith assist in the carrying out of all such terms and in the taking of 
all such action as may be necessary or appropriate in order to protect the 
rights of the holder of this Warrant against impairment.

     6.  TERMINATION.  This Warrant (and the right to purchase securities 
upon exercise hereof) shall terminate upon the earliest to occur of the 
following (the "EXPIRATION DATE"): (i) April 25, 2001, or (ii) the closing of 
the Company's sale of all or substantially all of its assets or the 
acquisition of the Company by another entity by means of merger or other 
transaction as a result of which shareholders of the Company immediately 
prior to such acquisition possess a minority of the voting power of the 
acquiring entity immediately following such acquisition (an "ACQUISITION"); 
provided, however, that the Company shall give the Registered Holder at least 
ten (10) days prior written notice of the closing of any such Acquisition, 
including a statement that the Registered Holder's right to exercise this 
Warrant shall terminate upon the occurrence of such Acquisition.

     7.  NOTICES OF CERTAIN TRANSACTIONS.  In case:

         (a)  the Company shall take a record of the holders of its Common 
Stock (or other stock or securities at the time deliverable upon the exercise 
of this Warrant) for the purpose of entitling or enabling them to receive any 
dividend or other distribution, or any right to 


                                      7
<PAGE>

subscribe for, purchase or otherwise acquire any shares of stock of any class 
or any other securities or property, or to receive any other right; or

         (b)  of any capital reorganization of the Company, any 
reclassification of the capital stock of the Company, any consolidation or 
merger of the Company, any consolidation or merger of the Company with or 
into another corporation (other than a consolidation or merger in which the 
Company is the surviving entity), or any transfer of all or substantially all 
of the assets of the Company, or 

         (c)  of the voluntary or involuntary dissolution, liquidation or 
winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to 
the Registered Holder of this Warrant a notice specifying, as the case may 
be, (i) the date on which a record is to be taken for the purpose of such 
dividend, distribution or right, and stating the amount and character of such 
dividend, distribution or right, and (ii) the effective date on which such 
reorganization, reclassification, consolidation, merger, transfer, 
dissolution, liquidation or winding-up is expected to take place, and the 
record date for determining shareholders entitled to vote thereon.  Such 
notice shall be mailed at least ten (10) days prior to the record date or 
effective date for the event specified in such notice.

     8.  RESERVATION OF STOCK.  The Company will at all times reserve and 
keep available, solely for the issuance and delivery upon the exercise of 
this Warrant, such shares of Warrant Stock or other stock or securities, as 
from time to time shall be issuable upon the exercise of this Warrant.

     9.  EXCHANGE OF WARRANTS.  Upon the surrender by the Registered Holder 
of any Warrant, properly endorsed, to the Company at the principal office of 
the Company, the Company will, subject to the provisions of Section 4 hereof, 
issue and deliver to or upon the order of such Registered Holder, at the 
Company's expense, a new Warrant of like tenor, in the name of such 
Registered Holder or as such Registered Holder (upon payment by such 
Registered Holder of any applicable transfer taxes) may direct, calling in 
the aggregate on the face or faces thereof for the number of shares of Common 
Stock called for on the face or faces of the Warrant so surrendered.

     10.  REPLACEMENT OF WARRANTS.  Upon receipt of evidence reasonably 
satisfactory to the Company of the loss, theft, destruction or mutilation of 
this Warrant and (in the case of loss, theft or destruction) upon delivery of 
an indemnity agreement (with surety if reasonably required) in an amount 
reasonably satisfactory to the Company, or (in the case of mutilation) upon 
surrender and cancellation of this Warrant, the Company will issue, in lieu 
thereof, a new Warrant of like tenor.

     11.  MAILING OF NOTICES.  Any notice required or permitted by this 
Warrant shall be in writing and shall be deemed sufficient upon receipt, when 
delivered personally or by a nationally-recognized delivery service (such as 
Federal Express or UPS) or confirmed facsimile, or forty-eight (48) hours 
after being deposited in the U.S. mail as certified or registered mail with 


                                      8
<PAGE>

postage prepaid, if such notice is addressed to the party to be notified at 
such party's address or facsimile number as set forth below or as 
subsequently modified by written notice.

     12.  NO RIGHTS AS SHAREHOLDER.  Until the exercise of this Warrant, the 
Registered Holder of this Warrant shall not have or exercise any rights by 
virtue hereof as a shareholder of the Company (including without limitation 
the right to notification of shareholder meetings or the right to receive any 
notice or other communication concerning the business or affairs of the 
Company).

     13.  NO FRACTIONAL SHARES.  No fractional shares of Common Stock will be 
issued in connection with any exercise hereunder.  In lieu of any fractional 
shares which would otherwise be issuable, the Company shall pay cash equal to 
the product of such fraction multiplied by the fair market value of one share 
of Common Stock on the date of exercise, as determined in good faith by the 
Company's Board of Directors.

     14.  AMENDMENT OR WAIVER.  Any term of this Warrant may be amended or 
waived only by an instrument in writing signed by the party against which 
enforcement of the amendment or waiver is sought.

     15.  HEADINGS.  The headings in this Warrant are for purposes of 
reference only and shall not limit or otherwise affect the meaning of any 
provision of this Warrant.

     16.  SUCCESSORS AND ASSIGNS.  The terms and provisions of this Warrant 
shall inure to the benefit of, and be binding upon, the Company and the 
Registered Holder and their respective permitted successors and assigns (in 
the case of the Registered Holder, in accordance with Section 4).

     17.  GOVERNING LAW. This Warrant shall be governed, construed and 
interpreted in accordance with the laws of the State of California, without 
giving effect to principles of conflicts of law.  


                                      9
<PAGE>

     18.  REGISTRATION RIGHTS.  Concurrently with the execution of this 
Warrant, the Company and the Registered Holder shall execute the Registration 
Rights Agreement attached hereto as EXHIBIT C, granting the Registered Holder 
certain rights regarding registration of the Warrant Stock.


                                        METRA BIOSYSTEMS, INC.:


                                        By:____________________________
                                                  (Signature)

                                        Name:__________________________


                                        Title:_________________________

                                        Address:_______________________
                                        _______________________________
                                        _______________________________

                                        Facsimile:_____________________

REGISTERED HOLDER:


By:_____________________________
         (Signature)

Name:___________________________


Title:__________________________

Address:________________________
________________________________
________________________________

Facsimile:______________________


                                      10
<PAGE>

                                  EXHIBIT A

                                PURCHASE FORM

To: METRA BIOSYSTEMS, INC.                                         Dated:

    The undersigned, pursuant to the provisions set forth in the attached 
Warrant, hereby irrevocably elects to purchase ___________ shares of the 
Common Stock covered by such Warrant and herewith makes payment of 
$___________, representing the full purchase price for such shares at the 
price per share provided for in such Warrant.

    The undersigned hereby confirms and acknowledges the investment 
representations and warranties made in Section 4 of the Warrant and accepts 
such shares subject to the restrictions of the Warrant, copies of which are 
available from the Secretary of the Company.



                                      Signature:____________________________

                                      Address:______________________________

<PAGE>

                                  EXHIBIT B

                               ASSIGNMENT FORM

     FOR VALUE RECEIVED, _________________________________________ hereby 
sells, assigns and transfers all of the rights of the undersigned under the 
attached Warrant with respect to the number of shares of Common Stock covered 
thereby set forth below, unto:

     NAME OF ASSIGNEE             ADDRESS                   NO. OF SHARES
     ----------------             -------                   -------------


Dated:_________________                 Signature:____________________________

                                                  ____________________________

                                        Witness:______________________________

<PAGE>

                                   EXHIBIT C

                     FORM OF REGISTRATION RIGHTS AGREEMENT

                         REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as 
of April 25, 1997, by and among Metra Biosystems, Inc., a California 
corporation (the "Company"), and Berlex Laboratories, Inc. ("Berlex").

                                   RECITALS

     WHEREAS, the Company and Berlex have entered into a Co-Promotion 
Agreement of even date herewith (the "Co-Promotion Agreement"), which 
provides for the issuance to Berlex of certain warrants (the "Warrants") to 
purchase shares of Common Stock of the Company (the shares of Common Stock 
issuable upon exercise of the Warrants are referred to herein as the "Warrant 
Stock");

     WHEREAS, as a condition to the execution of the Co-Promotion Agreement 
the Company has agreed to grant certain registration rights to Berlex with 
respect to the Warrant Stock;

     WHEREAS, the registration rights granted hereunder are subject to 
existing registration rights granted by the Company to certain of its 
investors pursuant to that certain Registration Rights Agreement dated as of 
January 11, 1994 between the Company and the other parties thereto (the 
"Existing Agreement"), a copy of which has been made available to Berlex;

     NOW, THEREFORE, in consideration of the mutual promises and covenants 
hereinafter set forth, the parties agree as follows:

     Section 1.  REGISTRATION RIGHTS.

            1.1  DEFINITIONS.  As used in this Agreement:

                 (a)  The terms "register," "registered," and "registration" 
refer to a registration effected by preparing and filing a registration 
statement in compliance with the Securities Act of 1933, as amended (the 
"Securities Act"), and the subsequent declaration or ordering of the 
effectiveness of such registration statement.

                 (b) The term "Registrable Securities" means:

                     (i)  the Warrant Stock; and


<PAGE>

                     (ii)  any other shares of capital stock of the Company 
issued as (or issuable upon the conversion or exercise of any warrant, right 
or other security which is issued as) a dividend or other distribution with 
respect to, or in exchange for or in replacement of, the Warrant Stock, 
excluding in all cases, however, any Registrable Securities sold by a person 
in a transaction in which his or her rights under this Agreement are not 
assigned; PROVIDED, HOWEVER, that Common Stock or other securities shall only 
be treated as Registrable Securities if and so long as they have not been (A) 
sold to or through a broker or dealer or underwriter in a public distribution 
or a public securities transaction, or (B) sold in a transaction exempt from 
the registration and prospectus delivery requirements of the Securities Act 
under Section 4(1) thereof so that all transfer restrictions and restrictive 
legends with respect thereto, if any, are removed upon the consummation of 
such sale.

                 (c)  The number of shares of "Registrable Securities then 
outstanding" shall mean the number of shares of capital stock outstanding 
which are Registrable Securities, plus the number of shares of capital stock 
which are Registrable Securities issuable pursuant to then exercisable or 
convertible securities.

                 (d)  The term "Holder" means any holder of outstanding 
Registrable Securities who, subject to the limitations set forth in Section 
1.8 below, acquired such Registrable Securities in a transaction or series of 
transactions not involving any registered public offering.

                 (e)  The term "Form S-3" means such form under the 
Securities Act as in effect on the date hereof or any registration form under 
the Securities Act subsequently adopted by the Securities and Exchange 
Commission ("SEC") which permits inclusion or incorporation of substantial 
information by reference to other documents filed by the Company with the SEC.

                 (f)  The term "Other Holders" means any persons other than 
Holders and persons with registration rights pursuant to the Existing 
Agreement who, by virtue of agreements with the Company, are entitled to 
include their securities in certain registrations hereunder.

                 (g)  The term "Other Registrable Securities" means the 
Common Stock or other securities issued to, or issuable pursuant to 
conversion of convertible securities held by, Other Holders, which securities 
may be entitled to be included in certain registrations hereunder.

            1.2  DEMAND REGISTRATION.  In case the Company shall receive from 
any Holder or Holders owning in the aggregate at least fifty percent (50%) of 
the Registrable Securities then outstanding a written request or requests 
that the Company effect a registration on Form S-3 and any related 
qualification or compliance with respect to all or a part of the Registrable 
Securities owned by such Holder or Holders, the Company will:


                                      ii
<PAGE>

                 (a)  promptly give written notice of the proposed 
registration, and any related qualification or compliance, to all other 
Holders; and

                 (b)  promptly use its best efforts to effect such 
registration and all such qualifications and compliances as may be reasonably 
so requested and as would permit and facilitate the sale and distribution of 
all or such portion of such Holder's or Holders' Registrable Securities as 
are specified in such request, together with all or such portion of the 
Registrable Securities of any other Holder or Holders joining in such request 
as are specified in a written request given within 20 days after receipt of 
such written notice from the Company; provided, however, that all rights 
granted hereunder are subject to cutback pursuant to Section 3.6(b) of the 
Existing Agreement but the Holders' Registrable Securities shall not be 
subject to any reduction or exclusion pursuant to the rights of any Other 
Holders, and provided further that the Company shall not be obligated to 
effect any such registration, qualification or compliance, pursuant to this 
Section 1.2:

                     (i)   if Form S-3 is not available for such offering by 
the Holders (except as provided in paragraph (d) below);

                     (ii)  if the Company shall furnish to the Holders a 
certificate signed by the president of the Company stating that in the good 
faith judgment of the Board of Directors of the Company, it would be 
seriously detrimental to the Company and its Shareholders for such Form S-3 
Registration to be effected at such time, in which event the Company shall 
have the right to defer the filing of the Form S-3 registration statement for 
a period of not more than 120 days after receipt of the request of the Holder 
or Holders under this Section 1.2; provided, however, that the Company shall 
not utilize this right more than once in any twelve month period;

                     (iii) if the Company has, within the four (4) month 
period preceding the date of such request, already filed one registration 
statement on Form S-3  for any other holders of Company Securities pursuant 
to the Existing Agreement;

                     (iv)  if the Company has already effected two (2) 
registrations on Form S-3 for the Holders; provided, however, that the 
Holders shall not be limited to two (2) registrations to the extent that any 
of the Holders' Registrable Securities are excluded from such registrations; 
or

                     (v)  in any particular jurisdiction in which the Company 
would be required to qualify to do business or to execute a general consent 
to service of process in effecting such registration, qualification or 
compliance unless the Company is already subject to service in such 
jurisdiction and except as may be required under the Securities Act.

                 (c)  Subject to the foregoing, the Company shall file a 
registration statement on Form S-3 covering the Registrable Securities and 
other securities so requested to be registered promptly after receipt of the 
request or requests of the Holders.  With respect to 


                                     iii
<PAGE>

the first of such registrations, the Company and the Holders shall each pay 
one-half (1/2) of the expenses directly related to such registration; 
provided, however, that in no event shall the Company pay more than $15,000 
of such expenses.  All expenses incurred in connection with the second of 
such registrations, including (without limitation) all registration, filing, 
qualification, printer and accounting fees, as well as any underwriters' or 
brokers' fees, discounts or commissions relating to the Registrable 
Securities, or the fees or expenses of separate counsel to the selling 
Holders, shall be borne by such Holders.  Notwithstanding anything above to 
the contrary, (i) the Holders shall be liable for expenses (other than those 
to be paid by the Company in accordance herewith) only in the proportion that 
the Registrable Securities being registered bear to the total of all 
securities being registered and any such expenses for which the Holders are 
not liable shall not be included in the Company's and the Holders' 
calculation of total expenses for purposes of determining those expenses to 
be paid by the Company in accordance herewith  and (ii) it is understood and 
agreed that any fees or expenses of counsel to other parties and any brokers' 
fees, discounts or commissions relating to such other securities shall not be 
paid by the Holders and shall be paid by the Company or such other parties 
proposing to register securities.

                 (d)  Notwithstanding anything to the contrary herein, if 
Form S-3 is not available for such offering by the Holders, the Company shall 
use its best efforts to effect registrations on Form S-1, or any derivative 
or successor form thereto under the Securities Act,  covering the Registrable 
Securities.  In such event, all other provisions of this Section 1.2 shall 
apply with equal force to the requested registration; provided, however, that 
all registration, filing, qualification, printer and accounting fees, as well 
as any underwriters' or brokers' fees, discounts or commissions relating to 
the Registrable Securities, or the fees or expenses of separate counsel to 
the selling Holders, shall be borne by such Holders.  Notwithstanding 
anything above to the contrary, (i) the Holders shall be liable for expenses 
(other than those to be paid by the Company in accordance herewith) only in 
the proportion that the Registrable Securities being registered bear to the 
total of all securities being registered and any such expenses for which the 
Holders are not liable shall not be included in the Company's and the 
Holders' calculation of total expenses for purposes of determining those 
expenses to be paid by the Company in accordance herewith and (ii) it is 
understood and agreed that any fees or expenses of counsel to other parties 
and any brokers' fees, discounts or commissions relating to such other 
securities shall not be paid by the Holders and shall be paid by the Company 
or such other parties proposing to register securities.

                 (e)  If the Holders intend to distribute the Registrable 
Securities covered by their request by means of an underwriting, they shall 
so advise the Company as part of their request made pursuant to Section 
1.2(a) and the Company and the requesting Holders shall enter into an 
underwriting agreement in customary form (including, without limitation, such 
representations and warranties and indemnity and contribution provisions as 
the underwriter or underwriters customarily require) with the representative 
of the underwriter or underwriters selected for such underwriting by the 
Company, such underwriter or underwriters to be acceptable to the Holders.


                                     iv
<PAGE>

            1.3  COMPANY REGISTRATION.

                 (a)  NOTICE OF REGISTRATION.  If at any time or from time to 
time the Company shall determine to register shares of its Common Stock, 
either for its own account or the account of a security holder or holders, 
other than (i) a registration relating solely to employee benefit plans, or 
(ii) a registration relating solely to a Rule 145 transaction, the Company 
will:

                      (i)  promptly give to each Holder written notice 
thereof; and

                      (ii) include in such registration (and any related 
qualification under blue sky laws or other compliance), and in any 
underwriting involved therein, all the Registrable Securities specified in a 
written request, made within twenty (20) days after receipt of such written 
notice from the Company, by any Holder.

                 (b)  UNDERWRITING.  If the registration of which the Company 
gives notice is for a registered public offering involving an underwriting, 
the Company shall so advise the Holders as a part of the written notice given 
pursuant to Section 1.3(a)(i).  In such event the right of any Holder to 
registration pursuant to this Section 1.3 shall be conditioned upon such 
Holder's participation in such underwriting and the inclusion of Registrable 
Securities in the underwriting to the extent provided herein.  All Holders 
proposing to distribute their securities through such underwriting shall 
(together with the Company and the other holders distributing their 
securities through such underwriting) enter into an underwriting agreement in 
customary form with the managing underwriter selected for such underwriting 
by the Company.  Notwithstanding any other provision of this Section 1.3, if 
the managing underwriter determines that marketing factors require a 
limitation of the number of shares to be underwritten, the managing 
underwriter may limit to zero the Registrable Securities to be included in 
such registration; PROVIDED, that (i) any such limitation shall be applied to 
the Holders pro rata based upon the number of Registrable Securities held by 
them, (ii) that the shares of Registrable Securities proposed to be included 
in such registration shall be subject to exclusion pursuant to Section 3.6 of 
the Existing Agreement, and (iii) Other Registrable Securities shall be 
excluded entirely prior to any exclusion of Registrable Securities.  The 
Company shall so advise all holders of securities requesting registration 
through such underwriting, and subject to the preceding sentence, the number 
of shares of Registrable Securities that may be included in the registration 
and underwriting shall be allocated among all Holders in proportion, as 
nearly as practicable, to the respective amounts of Registrable Securities 
held by such Holders at the time of filing the registration statement.  To 
facilitate the allocation of shares in accordance with the above provisions, 
the Company may round the number of shares allocated to any Holder to the 
nearest one hundred (100) shares.  If any Holder disapproves of the terms of 
any such underwriting, he may elect to withdraw therefrom by written notice 
to the Company and the managing underwriter.  Any securities excluded or 
withdrawn from such underwriting shall be withdrawn from such registration.


                                      v
<PAGE>

                 (c)  RIGHT TO TERMINATE REGISTRATION.  The Company shall 
have the right to terminate or withdraw any registration initiated by it 
under this Section 1.3 prior to the effectiveness of such registration 
whether or not any Holder has elected to include securities in such 
registration.

            1.4  OBLIGATIONS OF THE COMPANY.  Whenever required under 
Sections 1.2 or 1.3 to effect the registration of any Registrable Securities, 
the Company shall, as reasonably possible:

                 (a)  Prepare and file with the SEC a registration statement 
with respect to such Registrable Securities and use its best efforts to cause 
such registration statement to become effective, and keep such registration 
statement effective for 180 days or such shorter period during which the 
Holders complete the distribution described in the registration statement 
relating thereto, whichever first occurs; and promptly notify the Holders (x) 
when such registration statement becomes effective, (y) when any amendment to 
such registration statement becomes effective and (z) of any request by the 
SEC for any amendment or supplement to such registration statement or any 
prospectus relating thereto or for additional information.

                 (b)  Prepare and file with the SEC such amendments and 
supplements to such registration statement and the prospectus used in 
connection with such registration statement as may be necessary to comply 
with the provisions of the Securities Act with respect to the disposition of 
all securities covered by such registration statement.

                 (c)  Notify each Holder of Registrable Securities covered by 
such registration statement, at any time when a prospectus relating thereto 
is required to be delivered under the Securities Act, of the happening of any 
event as a result of which the prospectus included in such registration 
statement, as then in effect, includes an untrue statement of a material fact 
or omits to state a material fact required to be stated therein or necessary 
to make the statements therein not misleading in the light of the 
circumstances then existing.

                 (d)  Furnish to the Holders, prior to filing a registration 
statement, copies of such registration statement as proposed to be filed, and 
thereafter such number of copies of such registration statement, each 
amendment and supplement thereto, the prospectus included in such 
registration statement (including each preliminary prospectus, reports on 
Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall have 
filed with the SEC and financial statements, reports and proxy statements 
mailed to shareholders of the Company) as the Holders may reasonably request 
in order to facilitate the disposition of the Registrable Securities being 
offered by the Holders.

                 (e)  Make available, upon reasonable notice and during 
business hours, for inspection by the underwriter or underwriters, all 
financial and other records, pertinent corporate documents, agreements and 
properties of the Company as shall be necessary to enable such underwriters 
to exercise their due diligence responsibilities, and cause the Company's 


                                      vi
<PAGE>

officers, directors and employees to supply all information reasonably 
requested by any such underwriters in connection with the registration 
statement.

                 (f)  If the securities covered by the registration statement 
are to be sold through one or more underwriters, obtain a comfort letter from 
the Company's independent public accountants dated within five business days 
prior to the effective date of the registration statement (and as of such 
other dates as the underwriter or underwriters for the Registrable Securities 
may reasonably request) in customary form and covering such matters of the 
type customarily covered by such comfort letters as such underwriter or 
underwriters reasonably request.

                 (g)  If the Securities covered by the registration statement 
are to be sold through one or more underwriters, obtain an opinion of counsel 
dated the closing of the sale of the Registrable Securities (and as of such 
other dates as the underwriter or underwriters for the Registrable Securities 
may reasonably request) in customary form and covering such matters of the 
type customarily covered by such opinions as counsel designated by such 
underwriter or underwriters reasonably requests.

                 (h)  If the securities covered by the registration statement 
are to be sold through one or more underwriters, provide to the underwriter 
or underwriters representations and warranties of the Company, dated the 
closing of the sale of the Registrable Securities (and as of such other dates 
as the underwriter or underwriters for the Registrable Securities may 
reasonably request) in customary form and covering such matters of the type 
customarily covered by such representations and warranties as counsel 
designated by such underwriter or underwriters reasonably request.

                 (i)  Cause such Registrable Securities to be listed for 
trading on each securities exchange on which similar securities of the same 
class issued by the Company are then traded.

            1.5  FURNISH INFORMATION.  It shall be a condition precedent to 
the obligations of the Company to take any action pursuant to this Section 1 
with respect to the Registrable Securities of any selling Holder that such 
Holder shall furnish to the Company such information regarding itself, the 
Registrable Securities held by it, and the intended method of disposition of 
such securities as shall be required to effect the registration of such 
Holder's Registrable Securities.

            1.6  INDEMNIFICATION.  In the event any Registrable Securities 
are included in a registration statement under this Section 1:

                 (a)  To the extent permitted by law, the Company will 
indemnify and hold harmless each Holder and each person, if any, who controls 
such Holder within the meaning of the Securities Act or the Securities 
Exchange Act of 1934, as amended (the "1934 Act"), 


                                      vii
<PAGE>

against any losses, claims, damages, or liabilities (joint or several) to 
which any of the foregoing persons may become subject, under the Securities 
Act, the 1934 Act or other federal or state law, insofar as such losses, 
claims, damages, or liabilities (or actions in respect thereof) arise out of 
or are based upon any of the following statements, omissions or violations 
(collectively a "Violation"): (i) any untrue statement or alleged untrue 
statement of a material fact contained in such registration statement, 
including any final prospectus contained therein or any amendments or 
supplements thereto, (ii) the omission or alleged omission to state therein a 
material fact required to be stated therein, or necessary to make the 
statements therein not misleading, or (iii) any violation or alleged 
violation by the Company of the Securities Act, the 1934 Act, any state 
securities law or any rule or regulation promulgated under the Securities 
Act, the 1934 Act or any state securities law; and the Company will pay, as 
incurred, any legal or other expenses reasonably incurred by any person 
intended to be indemnified pursuant to this subsection 1.6(a), in connection 
with investigating or defending any such loss, claim, damage, liability, or 
action; provided, however, that the indemnity agreement contained in this 
subsection 1.6(a) shall not apply to amounts paid in settlement of any such 
loss, claim, damage, liability, or action if such settlement is effected 
without the consent of the Company, which consent shall not be unreasonably 
withheld, nor shall the Company be liable in any such case for any such loss, 
claim, damage, liability, or action to the extent that it arises out of or is 
based upon a Violation which occurs in reliance upon and in conformity with 
written information furnished expressly for use in connection with such 
registration by such Holder or controlling person.

                 (b)  To the extent permitted by law, each selling Holder 
will indemnify and hold harmless the Company, each of its directors, each of 
its officers who has signed the registration statement, each person, if any, 
who controls the Company within the meaning of the Securities Act or the 1934 
Act, any other Holder selling securities in such registration statement and 
any controlling person of any such other Holder, against any losses, claims, 
damages, or liabilities (joint or several) to which any of the foregoing 
persons may become subject, under the Securities Act, the 1934 Act or other 
federal or state law, insofar as such losses, claims, damages, or liabilities 
(or actions in respect thereof) arise out of or are based upon any Violation, 
in each case to the extent (and only to the extent) that such Violation 
occurs in reliance upon and in conformity with written information furnished 
by such Holder expressly for use in connection with such registration; and 
each such Holder will pay, as incurred, any legal or other expenses 
reasonably incurred by any person intended to be indemnified pursuant to this 
subsection 1.6(b), in connection with investigating or defending any such 
loss, claim, damage, liability, or action; provided, however, that the 
indemnity agreement contained in this subsection 1.6(b) shall not apply to 
amounts paid in settlement of any such loss, claim, damage, liability or 
action if such settlement is effected without the consent of the Holder, 
which consent shall not be unreasonably withheld; provided that in no event 
shall any indemnity under this subsection 1.6(b) exceed the gross proceeds 
from the offering received by such Holder.

                 (c)  Promptly after receipt by an indemnified party under 
this Section 1.6 of notice of the commencement of any action (including any 
governmental action), such indemnified party will, if a claim in respect 
thereof is to be made against any indemnifying 


                                      viii
<PAGE>

party under this Section 1.6, deliver to the indemnifying party a written 
notice of the commencement thereof and the indemnifying party shall have the 
right to participate in, and, to the extent the indemnifying party so 
desires, jointly with any other indemnifying party similarly noticed, to 
assume the defense thereof with counsel mutually satisfactory to the parties; 
provided, however, that an indemnified party shall have the right to retain 
its own counsel, with the fees and expenses to be paid by the indemnifying 
party, if representation of such indemnified party by the counsel retained by 
the indemnifying party would be inappropriate due to actual or potential 
differing interests between such indemnified party and any other party 
represented by such counsel in such proceeding.  The failure to deliver 
written notice to the indemnifying party within a reasonable time of the 
commencement of any such action, if prejudicial to its ability to defend such 
action, shall relieve such indemnifying party of any liability to the 
indemnified party under this Section 1.6, but the omission so to deliver 
written notice to the indemnifying party will not relieve it of any liability 
that it may have to any indemnified party otherwise than under this Section 
1.6.

                 (d)  If the indemnification provided in this Section 1.6 is 
held by a court of competent jurisdiction to be unavailable to an indemnified 
party with respect to any loss, liability, claim, damage or expense referred 
to therein, then the indemnifying party, in lieu of indemnifying such 
indemnified party hereunder, shall contribute to the amount paid or payable 
by such indemnified party as a result of such loss, liability, claim, damage 
or expense in such proportion as is appropriate to reflect the relative fault 
of the indemnifying party on the one hand and of the indemnified party on the 
other in connection with the statements or omissions that resulted in such 
loss, liability, claim, damage or expense as well as any other relevant 
equitable considerations.  The relative fault of the indemnifying party and 
of the indemnified party shall be determined by reference to, among other 
things, whether the untrue or alleged untrue statement of a material fact or 
the omission to state a material fact relates to information supplied by the 
indemnifying party or by the indemnified party and the parties' relative 
intent, knowledge, access to information, and opportunity to correct or 
prevent such statement or omission.

                 (e)  The obligations of the Company and Holders under this 
Section 1.6 shall survive the completion of any offering of Registrable 
Securities in a registration statement under this Section 1, and otherwise.

                 (f)  Notwithstanding the foregoing, to the extent that the 
provisions on indemnification and contribution contained in a negotiated 
underwriting agreement entered into in connection with an underwritten public 
offering are in conflict with the foregoing provisions, the provisions in the 
underwriting agreement shall be controlling.

            1.7  REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934.  With a view 
to making available to the Holders the benefits of Rule 144 promulgated under 
the Securities Act and any other rule or regulation of the SEC that may at 
any time permit a Holder to sell securities of the Company to the public 
without registration, the Company agrees to use its best efforts to:

                                      ix
<PAGE>

                 (a)  make and keep public information available, as those 
terms are understood and defined in SEC Rule 144, at all times;

                 (b)  file with the SEC in a timely manner all reports and 
other documents required of the Company under the Securities Act and the 1934 
Act; and

                 (c)  furnish to any Holder, so long as the Holder owns any 
Registrable Securities, forthwith upon request (i) a written statement by the 
Company that it has complied with the reporting requirements of SEC Rule 144, 
the Securities Act and the 1934 Act, (ii) a copy of the most recent annual or 
quarterly report of the Company and such other reports and documents so filed 
by the Company, and (iii) such other information as may be reasonably 
requested in availing any Holder of any rule or regulation of the SEC which 
permits the selling of any such securities without registration.

            1.8  ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the 
Company to register Registrable Securities pursuant to this Section 1 may be 
assigned by a Holder to a transferee or assignee of at least the lesser of 
(a) all of such Holder's Registrable Securities, or (b) thirty percent (30%) 
of the total number of Warrant Stock (as adjusted for stock splits, 
combinations, dividends, or recapitalizations) provided the Company is, 
within a reasonable time after such transfer, furnished with written notice 
of the name and address of such transferee or assignee and the securities 
with respect to which such registration rights are being assigned; and 
provided, further, that such assign-ment shall be effective only if 
immediately following such transfer the further disposition of such 
securities by the transferee or assignee is restricted under the Securities 
Act.  The foregoing share limitation shall not apply, however, to transfers 
by Berlex to any wholly-owned subsidiary or affiliate (if a corporation), 
provided that all such transferees or assignees agree in writing to appoint a 
single representative as their attorney in fact for the purpose of receiving 
any notices and exercising their rights under this Section 1.

            1.9  TERMINATION OF REGISTRATION RIGHTS.  The rights granted 
under this Section 1 shall terminate upon the earliest of (a) one (1) year 
following the date upon which a Warrant shall have been exercised, in whole 
or in part, by Berlex or its transferee, (b) if no Warrant shall have been so 
exercised, the expiration date of the last of such Warrants to expire, or (c) 
with respect to any Holder, at such time as such Holder may sell all of such 
Holder's Registrable Securities in any one three month period pursuant to 
Rule 144 (or such successor rule as may be adopted).

     Section 2.  MISCELLANEOUS.

            2.1  ASSIGNMENT.  Subject to the provisions of Section 1.8 
hereof, the terms and conditions of this Agreement shall inure to the benefit 
of and be binding upon the respective successors and assigns of the parties 
hereto.


                                      x
<PAGE>

            2.2  THIRD PARTIES.  Nothing in this Agreement, express or 
implied, is intended to confer upon any party, other than the parties hereto, 
and their respective successors and assigns, any rights, remedies, 
obligations or liabilities under or by reason of this Agreement, except as 
expressly provided herein.

            2.3  GOVERNING LAW.  This Agreement shall be governed by and 
construed under the laws of the State of California in the United States of 
America.

            2.4  COUNTERPARTS.  This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

            2.5  NOTICES.

                 (a)  All notices, requests, demands and other communications 
under this Agreement or in connection herewith shall be given to or made upon 
the respective parties as follows:

     To the Company:                 Metra Biosystems, Inc.
                                     265 N. Whisman Road
                                     Mountain View, CA 94043
                                     fax: (415) 903-0500
                                     Attention:  Chief Financial Officer

     To Berlex:                      Berlex Laboratories, Inc.
                                     300 Fairfield Road
                                     Wayne, New Jersey 07470
                                     fax: (201) 303-4405
                                     Attention:  General Counsel

                 (b)  All notices, requests, demands and other communications 
given or made in accordance with the provisions of this Agreement shall be in 
writing, and shall be sent by airmail, return receipt requested, reputable 
overnight courier or by telex or telecopy (facsimile) with confirmation of 
receipt, and shall be deemed to be given or made when receipt is so confirmed.

                 (c)  Any party may, by written notice to the other, alter 
its address or respondent, and such notice shall be considered to have been 
given ten (10) days after the airmailing, telexing, telecopying or delivery 
thereof.

            2.6  SEVERABILITY.  If one or more provisions of this Agreement 
are held to be unenforceable under applicable law, portions of such 
provisions, or such provisions in their 


                                      xi
<PAGE>

entirety, to the extent necessary, shall be severed from this Agreement, and 
the balance of this Agreement shall be enforceable in accordance with its 
terms.

            2.7  AMENDMENT AND WAIVER.  Any provision of this Agreement may 
be amended with the written consent of the Company and the Holders of at 
least a majority of the outstanding Registrable Securities.  Any amendment or 
waiver effected in accordance with this paragraph shall be binding upon each 
Holder of Registrable Securities, and the Company.  In addition, the Company 
may waive performance of any obligation owing to it, as to some or all of the 
Holders of Registrable Securities, or agree to accept alternatives to such 
performance, without obtaining the consent of any Holder of Registrable 
Securities.

            2.8  RIGHTS OF HOLDERS.  Each holder of Registrable Securities 
shall have the absolute right to exercise or refrain from exercising any 
right or rights that such holder may have by reason of this Agreement, 
including, without limitation, the right to consent to the waiver or 
modification of any obligation under this Agreement, and such holder shall 
not incur any liability to any other holder of any securities of the Company 
as a result of exercising or refraining from exercising any such right or 
rights.

            2.9  DELAYS OR OMISSIONS.  No delay or omission to exercise any 
right, power or remedy accruing to any party to this Agreement, upon any 
breach or default of the other party, shall impair any such right, power or 
remedy of such non-breaching party nor shall it be construed to be a waiver 
of any such breach or default, or an acquiescence therein, or of or in any 
similar breach or default thereafter occurring; nor shall any waiver of any 
single breach or default be deemed a waiver of any other breach or default 
theretofore or thereafter occurring.  Any waiver, permit, consent or approval 
of any kind or character on the part of any party of any breach or default 
under this Agreement, or any waiver on the part of any party of any 
provisions or conditions of this Agreement, must be made in writing and shall 
be effective only to the extent specifically set forth in such writing.  All 
remedies, either under this Agreement, or by law or otherwise afforded to any 
holder, shall be cumulative and not alternative.

            2.10  CONSTRUCTION. This Agreement shall not be construed to 
grant Berlex or any other Holder hereunder rights which are greater than PARI 
PASSU with those rights of the holders of registration rights under the 
Existing Agreement.

            2.11  S-3 ELIGIBILITY.  The Company covenants to use its best 
efforts to remain eligible to use the Form S-3 registration statement at all 
times.

                         [Signature page follows]


                                      xii
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Registration Rights 
Agreement as of the date first above written.

COMPANY:                                   BERLEX:

METRA BIOSYSTEMS, INC.                     BERLEX LABORATORIES, INC.

By:____________________________            By:____________________________ 
                                                                           
Title:_________________________            Title:_________________________ 



                                     xiii
<PAGE>

                                   EXHIBIT C

            FORM OF ADDITIONAL COMMON STOCK WARRANT, IF ISSUED

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND HAS BEEN 
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE 
SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED 
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF 
COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS 
NOT REQUIRED UNDER THE SECURITIES ACT.

Warrant No. WC-______                         Number of Shares:  _________
Date of Issuance: ___________                 (subject to adjustment)


                             METRA BIOSYSTEMS, INC.

                          COMMON STOCK PURCHASE WARRANT

     Metra Biosystems, Inc. (the "COMPANY"), for value received, hereby 
certifies that Berlex Laboratories, Inc., or its registered assigns (in 
accordance with Section 4 below) (the "REGISTERED HOLDER"), is entitled, 
subject to the terms set forth below, to purchase from the Company, at any 
time commencing on the Date of Issuance (set forth above) and on or before 
the Expiration Date (as defined in Section 6 below), up to that number of 
shares of Common Stock of the Company as shall be determined pursuant to 
Section 2 below, at an exercise price per share as shall also be determined 
pursuant to Section 2.  The shares purchasable upon exercise of this Warrant 
are hereinafter referred to as the "WARRANT STOCK." The exercise price per 
share of Warrant Stock is hereinafter referred to as the "PURCHASE PRICE."

     1.  EXERCISE.

         (a)  MANNER OF EXERCISE.  This Warrant may be exercised by the 
Registered Holder, in whole or in part, by surrendering this Warrant, with 
the purchase form appended hereto as EXHIBIT A duly executed by such 
Registered Holder or by such Registered Holder's duly authorized 
attorney-in-fact, at the principal office of the Company, or at such other 
office or agency as the Company may designate, accompanied by payment in full 
by cash, check or wire transfer of the Purchase Price payable in respect of 
the number of shares of Warrant Stock purchased upon such exercise.

         (b)  EFFECTIVE TIME OF EXERCISE.  Each exercise of this Warrant 
shall be deemed to have been effected immediately prior to the close of 
business on the day on which this 


<PAGE>

Warrant shall have been surrendered to the Company, with payment of the 
applicable Purchase Price, as provided in Section 1(a) above; provided, 
however, that if this Warrant is exercised in connection with or in 
contemplation of an Acquisition (as defined in Section 6 below), such 
exercise may be conditioned upon the closing of such Acquisition, in which 
case this Warrant shall  be deemed to have been exercised immediately prior 
to such closing and, if such closing does not occur, this Warrant shall be 
deemed to not have been exercised.  At such time, the person or persons in 
whose name or names any certificates for Warrant Stock shall be issuable upon 
such exercise as provided in Section 1(c) below shall be deemed to have 
become the holder or holders of record of the Warrant Stock represented by 
such certificates.

         (c)  DELIVERY TO REGISTERED HOLDER.  As soon as practicable after 
the exercise of this Warrant in whole or in part, and in any event within 
twenty (20) days thereafter, the Company at its expense will cause to be 
issued in the name of, and delivered to, the Registered Holder, or as such 
Registered Holder (upon payment by such Registered Holder of any applicable 
transfer taxes) may direct:

              (i)   a certificate or certificates for the number of shares of 
Warrant Stock to which such Registered Holder shall be entitled, and 

              (ii)  in case such exercise is in part only, a new warrant 
(dated the date hereof) of like tenor, calling in the aggregate on the face 
thereof for the number of shares of Warrant Stock equal to the number of such 
shares called for on the face of this Warrant minus the number of such shares 
purchased by the Registered Holder upon such exercise as provided in Section 
1(a) above.

     2.  PURCHASE PRICE AND NUMBER OF SHARES ISSUABLE UPON EXERCISE.  The 
number of shares of Warrant Stock issuable upon exercise of this Warrant and 
the Purchase Price therefor shall be determined as follows:

         (a)  If the average closing price of the Company's Common Stock as 
quoted on the Nasdaq National Market (the "NASDAQ") over the thirty (30) 
trading days ending on the close of business on the last trading day thirty 
(30) days before the Date of Issuance of this Warrant (set forth above) (the 
"AVERAGE CLOSING PRICE") is less than $11.00 per share, 

              (i)   the Purchase Price shall be one hundred ten percent (110%) 
of the Average Closing Price, provided such purchase price shall not be in 
excess of $11.00 per share, and

              (ii)  the number of shares of Warrant Stock issuable hereunder 
shall be determined by dividing $3,000,000 by the Purchase Price determined 
pursuant to Section 2(a)(i) above; or 

         (b)  If the Average Closing Price is greater than or equal to $11.00 
per share, 

              (i)  the Purchase Price shall be the Average Closing Price, and 


                                     -15-
<PAGE>

              (ii)  the number of shares of Warrant Stock issuable hereunder 
shall be determined by dividing $3,000,000 by the Average Closing Price.

The number of shares of Warrant Stock and the Purchase Price shall be subject 
to adjustment as provided herein.

     3.  CERTAIN ADJUSTMENTS.

         (a)  MERGERS OR CONSOLIDATIONS.  If at any time there shall be a 
capital reorganization (other than a combination or subdivision of Warrant 
Stock otherwise provided for herein), or a merger or consolidation of the 
Company with another corporation other than an Acquisition (as defined in 
Section 6), then, as a part of such reorganization, merger or consolidation, 
lawful provision shall be made so that the Registered Holder shall thereafter 
be entitled to receive upon exercise of this Warrant, during the period 
specified in this Warrant and upon payment of the Purchase Price, the number 
of shares of stock or other securities or property of the Company or the 
successor corporation resulting from such reorganization, merger or 
consolidation, to which a holder of the Common Stock deliverable upon 
exercise of this Warrant would have been entitled under the provisions of the 
agreement in such reorganization, merger or consolidation if this Warrant had 
been exercised immediately before that reorganization, merger or 
consolidation.  In any such case, appropriate adjustment (as determined in 
good faith by the Company's Board of Directors) shall be made in the 
application of the provisions of this Warrant with respect to the rights and 
interests of the Registered Holder after the reorganization, merger or 
consolidation to the end that the provisions of this Warrant (including 
adjustment of the Purchase Price then in effect and the number of shares of 
Warrant Stock) shall be applicable after that event, as near as reasonably 
may be, in relation to any shares or other property deliverable after that 
event upon exercise of this Warrant.

         (b)  SPLITS AND SUBDIVISIONS; DIVIDENDS.  In the event the Company 
should at any time or from time to time fix a record date for the 
effectuation of a split or subdivision of the outstanding shares of Common 
Stock or the determination of the holders of Common Stock entitled to receive 
a dividend or other distribution payable in additional shares of Common Stock 
or other securities or rights convertible into, or entitling the holder 
thereof to receive directly or indirectly, additional shares of Common Stock 
(hereinafter referred to as the "COMMON STOCK EQUIVALENTS") without payment 
of any consideration by such holder for the additional shares of Common Stock 
or Common Stock Equivalents (including the additional shares of Common Stock 
issuable upon conversion or exercise thereof), then, as of such record date 
(or the date of such distribution, split or subdivision if no record date is 
fixed), the per share Purchase Price shall be appropriately decreased and the 
number of shares of Warrant Stock shall be appropriately increased in 
proportion to such increase (or potential increase) of outstanding shares.

         (c)  COMBINATION OF SHARES.  If the number of shares of Common Stock 
outstanding at any time after the date hereof is decreased by a combination 
of the outstanding shares of Common Stock, the per share purchase price shall 
be appropriately increased and the 


                                     -16-
<PAGE>

number of shares of Warrant Stock shall be appropriately decreased in 
proportion to such decrease in outstanding shares.

         (d)  ADJUSTMENTS FOR OTHER DISTRIBUTIONS.  In the event the Company 
shall declare a distribution payable in securities of other persons, 
evidences of indebtedness issued by the Company or other persons, assets 
(excluding cash dividends paid out of net profits) or options or rights not 
referred to in Section 3(b), then, in each such case for the purpose of this 
Section 3(d), upon exercise of this Warrant the holder hereof shall be 
entitled to a proportionate share of any such distribution as though such 
holder was the holder of the number of shares of Common Stock of the Company 
into which this Warrant may be exercised as of the record date fixed for the 
determination of the holders of Common Stock of the Company entitled to 
receive such distribution.

         (e)  When any adjustment is required to be made in the securities 
issuable upon exercise of this Warrant, the Company shall promptly mail to 
the Registered Holder a certificate setting forth a brief statement of the 
facts requiring such adjustment.  Such certificate shall also set forth the 
kind and amount of stock or other securities or property into which this 
Warrant shall be exercisable following the occurrence of any of the events 
specified in this Section 3.

     4.  REPRESENTATIONS; TRANSFER RESTRICTIONS.  

         (a)  The Registered Holder of this Warrant acknowledges that this 
Warrant and the Warrant Stock have not been registered under the Securities 
Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or 
otherwise dispose of this Warrant or any Warrant Stock issued upon its 
exercise in the absence of (i) an effective registration statement under the 
Securities Act as to this Warrant or such Warrant Stock and registration or 
qualification of this Warrant or such Warrant Stock or (ii) an opinion of 
counsel, reasonably satisfactory to the Company, that such registration and 
qualification are not required.  Further, the Registered Holder agrees that 
this Warrant, and the rights hereunder may only be sold, pledged, 
distributed, offered for sale, transferred or otherwise disposed of to 
Schering A.G. or another wholly owned subsidiary of Schering A.G.  Other than 
as provided in this Section 4(a), this Warrant is not transferable without 
the prior written consent of the Company.  It is understood and agreed that 
the immediately preceding two sentences do not apply to, or limit the sale, 
pledge, distribution, offers for sale, transfer or other disposition of, 
Warrant Stock.

         (b)  The Registered Holder hereby further represents and warrants to 
the Company with respect to the issuance of the Warrant and the purchase of 
the Warrant Stock as follows:

              (i)  PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Warrant is issued 
to the Registered Holder in reliance upon such Registered Holder's 
representation to the Company, which by such Registered Holder's execution of 
this Warrant such Registered Holder hereby confirms, that the Warrant and the 
Warrant Stock will be acquired for investment for such Registered Holder's 
own account, not as a nominee or agent, and not with a view to the resale or 


                                     -17-
<PAGE>

distribution of any part thereof, and that such Registered Holder has no 
present intention of selling, granting any participation in, or otherwise 
distributing the same.

              (ii)  KNOWLEDGE AND EXPERIENCE; ABILITY TO BEAR ECONOMIC RISKS. 
 The Registered Holder has such knowledge and experience in financial and 
business matters that it is capable of evaluating the merits and risks of the 
investment contemplated by this Warrant and such party is able to bear the 
economic risk of its investment in the Company (including a complete loss of 
its investment).

              (iii)  RESALE.  The Registered Holder understands that the 
Warrant being issued hereunder and the Warrant Stock to be purchased 
hereunder are characterized as "restricted securities" under the federal 
securities laws inasmuch as they are being acquired from the Company in a 
transaction not involving a public offering and that under such laws and 
applicable regulations, such securities may be resold without registration 
under the Securities Act only in certain circumstances.  In this regard, the 
Registered Holder represents that it is familiar with SEC Rule 144, as 
presently in effect, and understands the resale limitations imposed thereby 
and by the Securities Act.

              (iv)  LEGENDS.  The Registered Holder acknowledges that all 
stock certificates representing shares of stock issued to the Registered 
Holder upon exercise of this Warrant may, if such Warrant Stock is not 
registered under the Securities Act, have affixed thereto a legend 
substantially in the following form:

                    (x)  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE 
SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, 
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION 
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT 
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION 
IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO SUCH SECURITIES 
ACT."

                    (y)  Any legend required by the laws of any state in 
which the securities will be issued.

         (c)  Subject to the provisions of Section 4(a) hereof, this Warrant 
and all rights hereunder are transferable in whole or in part upon surrender 
of the Warrant with a properly executed assignment (in the form of EXHIBIT B 
hereto) at the principal office of the Company.

         (d)  The Company may treat the Registered Holder of this Warrant as 
the absolute owner hereof for all purposes; PROVIDED, HOWEVER, that if and 
when this Warrant is properly assigned in blank, the Company may (but shall 
not be required to) treat the bearer hereof as the absolute owner hereof for 
all purposes, notwithstanding any notice to the contrary.

         (e)  The Company will maintain a register containing the names and 
addresses of the Registered Holders of this Warrant.  Any Registered Holder 
may change such Registered 


                                     -18-
<PAGE>

Holder's address as shown on the warrant register by written notice to the 
Company requesting such change.

         (f)  The Company hereby represents and warrants to the Registered 
Holder as follows:

              (i)    The Company is a corporation validly existing and in good 
standing under the laws of the State of California.

              (ii)   The Company has full corporate right, power and authority 
(including the due authorization by all necessary corporate action) to enter 
into this Warrant and the Registration Rights Agreement referred to in 
Section 18 hereof (the "REGISTRATION RIGHTS AGREEMENT") and to perform its 
obligations hereunder and thereunder without the need for the consent of any 
other person; and this Warrant and the Registration Rights Agreement have 
been duly authorized, executed and delivered and constitute legal, valid and 
binding obligations of the Company enforceable against it in accordance with 
the terms hereof and thereof.  The execution, delivery and performance of 
this Warrant and the Registration Rights Agreement by the Company does not 
contravene or violate any laws, rules or regulations applicable to it.

              (iii)  The Company has taken such corporate action as is 
necessary or appropriate to enable it to perform its obligations hereunder, 
including, but not limited to, the issuance, sale and delivery of the Warrant.

              (iv)   The Warrant Stock, when issued and paid for in 
compliance with the provisions of this Warrant, will be validly issued, fully 
paid and non-assessable.

     5.  NO IMPAIRMENT.  The Company will not, by amendment of its charter or 
through reorganization, consolidation, merger, dissolution, sale of assets or 
any other voluntary action, avoid or seek to avoid the observance or 
performance of any of the terms of this Warrant, but will at all times in 
good faith assist in the carrying out of all such terms and in the taking of 
all such action as may be necessary or appropriate in order to protect the 
rights of the holder of this Warrant against impairment.

     6.  TERMINATION.  This Warrant (and the right to purchase securities 
upon exercise hereof) shall terminate upon the earliest to occur of the 
following (the "EXPIRATION DATE"): (i) the third anniversary of the Date of 
Issuance (set forth above), or (ii) the closing of the Company's sale of all 
or substantially all of its assets or the acquisition of the Company by 
another entity by means of merger or other transaction as a result of which 
shareholders of the Company immediately prior to such acquisition possess a 
minority of the voting power of the acquiring entity immediately following 
such acquisition (an "ACQUISITION"); provided, however, that the Company 
shall give the Registered Holder at least ten (10) days prior written notice 
of the closing of any such Acquisition, including a statement that the 
Registered Holder's right to exercise this Warrant shall terminate upon the 
occurrence of such Acquisition.

      7.  NOTICES OF CERTAIN TRANSACTIONS.  In case:


                                     -19-
<PAGE>

           (a)  the Company shall take a record of the holders of its Common 
Stock (or other stock or securities at the time deliverable upon the exercise 
of this Warrant) for the purpose of entitling or enabling them to receive any 
dividend or other distribution, or any right to subscribe for, purchase or 
otherwise acquire any shares of stock of any class or any other securities or 
property, or to receive any other right; or

           (b)  of any capital reorganization of the Company, any 
reclassification of the capital stock of the Company, any consolidation or 
merger of the Company, any consolidation or merger of the Company with or 
into another corporation (other than a consolidation or merger in which the 
Company is the surviving entity), or any transfer of all or substantially all 
of the assets of the Company, or 

           (c)  of the voluntary or involuntary dissolution, liquidation or 
winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to 
the Registered Holder of this Warrant a notice specifying, as the case may 
be, (i) the date on which a record is to be taken for the purpose of such 
dividend, distribution or right, and stating the amount and character of such 
dividend, distribution or right, and (ii) the effective date on which such 
reorganization, reclassification, consolidation, merger, transfer, 
dissolution, liquidation or winding-up is expected to take place, and the 
record date for determining shareholders entitled to vote thereon.  Such 
notice shall be mailed at least ten (10) days prior to the record date or 
effective date for the event specified in such notice.

     8.  RESERVATION OF STOCK.  The Company will at all times reserve and 
keep available, solely for the issuance and delivery upon the exercise of 
this Warrant, such shares of Warrant Stock or other stock or securities, as 
from time to time shall be issuable upon the exercise of this Warrant.

     9.  EXCHANGE OF WARRANTS.  Upon the surrender by the Registered Holder 
of any Warrant, properly endorsed, to the Company at the principal office of 
the Company, the Company will, subject to the provisions of Section 4 hereof, 
issue and deliver to or upon the order of such Registered Holder, at the 
Company's expense, a new Warrant of like tenor, in the name of such 
Registered Holder or as such Registered Holder (upon payment by such 
Registered Holder of any applicable transfer taxes) may direct, calling in 
the aggregate on the face or faces thereof for the number of shares of Common 
Stock called for on the face or faces of the Warrant so surrendered.

     10.  REPLACEMENT OF WARRANTS.  Upon receipt of evidence reasonably 
satisfactory to the Company of the loss, theft, destruction or mutilation of 
this Warrant and (in the case of loss, theft or destruction) upon delivery of 
an indemnity agreement (with surety if reasonably required) in an amount 
reasonably satisfactory to the Company, or (in the case of mutilation) upon 
surrender and cancellation of this Warrant, the Company will issue, in lieu 
thereof, a new Warrant of like tenor.


                                     -20-
<PAGE>

     11.  MAILING OF NOTICES.  Any notice required or permitted by this 
Warrant shall be in writing and shall be deemed sufficient upon receipt, when 
delivered personally or by a nationally-recognized delivery service (such as 
Federal Express or UPS) or confirmed facsimile, or forty-eight (48) hours 
after being deposited in the U.S. mail as certified or registered mail with 
postage prepaid, if such notice is addressed to the party to be notified at 
such party's address or facsimile number as set forth below or as 
subsequently modified by written notice.

     12.  NO RIGHTS AS SHAREHOLDER.  Until the exercise of this Warrant, the 
Registered Holder of this Warrant shall not have or exercise any rights by 
virtue hereof as a shareholder of the Company (including without limitation 
the right to notification of shareholder meetings or the right to receive any 
notice or other communication concerning the business or affairs of the 
Company).

     13.  NO FRACTIONAL SHARES.  No fractional shares of Common Stock will be 
issued in connection with any exercise hereunder.  In lieu of any fractional 
shares which would otherwise be issuable, the Company shall pay cash equal to 
the product of such fraction multiplied by the fair market value of one share 
of Common Stock on the date of exercise, as determined in good faith by the 
Company's Board of Directors.

     14.  AMENDMENT OR WAIVER.  Any term of this Warrant may be amended or 
waived only by an instrument in writing signed by the party against which 
enforcement of the amendment or waiver is sought.

     15.  HEADINGS.  The headings in this Warrant are for purposes of 
reference only and shall not limit or otherwise affect the meaning of any 
provision of this Warrant.

     16.  SUCCESSORS AND ASSIGNS.  The terms and provisions of this Warrant 
shall inure to the benefit of, and be binding upon, the Company and the 
Registered Holder and their respective permitted successors and assigns (in 
the case of the Registered Holder, in accordance with Section 4).

     17.  GOVERNING LAW. This Warrant shall be governed, construed and 
interpreted in accordance with the laws of the State of California, without 
giving effect to principles of conflicts of law.  


                                     -21-
<PAGE>

     18.  REGISTRATION RIGHTS.  The Warrant Stock shall be subject to the 
Registration Rights Agreement executed April ___, 1997 between the Company 
and the Registered Holder, the form of which is attached hereto as EXHIBIT C.

                                       METRA BIOSYSTEMS, INC.:


                                       By:______________________________
                                                  (Signature)

                                       Name:____________________________


                                       Title:___________________________

                                       Address:_________________________
                                       _________________________________
                                       _________________________________

                                       Facsimile:_______________________

REGISTERED HOLDER:


By:_____________________________
          (Signature)

Name:___________________________


Title:__________________________

Address:________________________
________________________________
________________________________

Facsimile:______________________


                                     -22-
<PAGE>

                                   EXHIBIT A

                                 PURCHASE FORM

To: METRA BIOSYSTEMS, INC.                                        Dated:

     The undersigned, pursuant to the provisions set forth in the attached 
Warrant, hereby irrevocably elects to purchase ___________ shares of the 
Common Stock covered by such Warrant and herewith makes payment of 
$___________, representing the full purchase price for such shares at the 
price per share provided for in such Warrant.

     The undersigned hereby confirms and acknowledges the investment 
representations and warranties made in Section 4 of the Warrant and accepts 
such shares subject to the restrictions of the Warrant, copies of which are 
available from the Secretary of the Company.



                                       Signature:___________________________

                                       Address:_____________________________

<PAGE>

                                      EXHIBIT B

                                    ASSIGNMENT FORM

     FOR VALUE RECEIVED, _________________________________________ hereby 
sells, assigns and transfers all of the rights of the undersigned under the 
attached Warrant with respect to the number of shares of Common Stock covered 
thereby set forth below, unto:

      NAME OF ASSIGNEE               ADDRESS              NO. OF SHARES
      ----------------               -------              -------------



Dated:_________________                   Signature:_________________________
   
                                                    _________________________

                                          Witness:___________________________

<PAGE>

                                     EXHIBIT C

                      FORM OF REGISTRATION RIGHTS AGREEMENT

See Exhibit C to Exhibit B to the Co-Promotion Agreement.