<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

                      FOR ANNUAL AND TRANSITION REPORTS
                   PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934.

<TABLE>
<S>     <C>
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
         2001, OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                          Commission File No. 000-30469

                              deCODE genetics, Inc.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                                   <C>
                       Delaware                                                       04-3326704
               (State or jurisdiction of                                           (I.R.S. Employer
            incorporation or organization)                                        Identification No.)

                                        Sturlugata 8, Reykjavik, Iceland

                                    (Address of principal executive offices)

                                                 + 354-570-1900

                              (Registrant's telephone number, including area code)

                          Securities registered pursuant to Section 12d (b) of the Act:

                   Title of Each Class                         Name of Each Exchange on Which Registered
                   -------------------                         -----------------------------------------
                           None                                                   None
</TABLE>

          Securities registered pursuant to Section 12 (g) of the Act:

                          Common Stock, $.001 par value

                                (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         State the aggregate market value of the equity stock held by
non-affiliates of the Registrant: $236,684,745 at March 31, 2002 based on the
last sales price on March 28, 2002, the last trading day before that date.

         Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of March 31, 2002: 53,515,390 shares of common stock
$.001 par value (including 8,362,893 shares of common stock which the former
shareholders of MediChem Life Sciences, Inc. ("MediChem") have the right to
receive under the terms of the Agreement and Plan of Merger, dated as of January
7, 2002, by and between deCODE genetics, Inc., Saga Acquisition Corp. and
MediChem).

                       Documents incorporated by reference

         None


<PAGE>

                                EXPLANATORY NOTE

         deCODE genetics, Inc. hereby amends its Annual Report on Form 10-K for
the year ended December 31, 2001, as filed with the Securities and Exchange
Commission on March 27, 2002, for the sole purpose of adding Items 10-13 of Part
III.



                                       2
<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS

         Our Certificate of Incorporation requires that the Board of Directors
be divided into three classes. The members of each class of directors serve for
staggered three-year terms. The term of the Class I director, Sir John Vane,
expires at our Annual Meeting in 2002, the term of the Class II directors,
Jean-Francois Formela and Andre Lamotte, expires at the Annual Meeting in 2003,
and the term of the Class III directors, Kari Stefansson and Terrance G.
McGuire, expires at the Annual Meeting in 2004. Each of the current directors
holds office until the expiration of their respective terms and until their
respective successors are elected and qualified, or until death, resignation or
removal.

         The name and age of each of the directors, their respective positions
and the period during which each such individual has served as a director are
set forth below. Additional biographical information concerning each of the
directors follows the table.

<TABLE>
<CAPTION>
DIRECTOR NAME                       AGE                       POSITION(S)                                 SINCE
-------------                       ---                       -----------                                 -----

<S>                                 <C>             <C>                                                   <C>
Kari Stefansson(1)                  53               Director, Chairman of the Board,                     1996
                                                     Chief Executive Officer and President
Terrance G. McGuire(1)(2)(3)        46               Director and Vice-Chairman                           1996
Jean-Francois Formela(2)(3)         45               Director                                             1996
Andre Lamotte                       53               Director                                             1996
Sir John Vane(2)                    75               Director                                             1997
</TABLE>

         Kari Stefansson, M.D., Dr. Med. has served as our President, Chief
Executive Officer and a Director since he co-founded deCODE in August 1996. Dr.
Stefansson was appointed to serve as the Chairman of our Board of Directors in
December 1999. He also served as our Secretary from August 1996 to March 2001.
From 1993 until April 1997, Dr. Stefansson was a professor of Neurology,
Neuropathology and Neuroscience at Harvard University. In addition, from 1993
through December 1996 he was Director of Neuropathology at Beth Israel Hospital
in Boston, Massachusetts. From 1983 to 1993, he held faculty positions in
Neurology, Neuropathology and Neurosciences at the University of Chicago. Dr.
Stefansson received his M.D. and Dr. Med. from the University of Iceland in 1976
and 1986, respectively.

         Terrance G. McGuire has served as a director since August 1996 and as
Vice-Chairman of the Board of Directors since April 2000. He currently serves as
Chairman of three board committees: the Compensation Committee, the Audit
Committee and the Nominating Committee. He previously served as our assistant
secretary from January 1998 to October 2000. Since March 1996, he has been a
Founding General Partner of Polaris Venture Partners. Since 1992, he has served
as a general partner of Alta V Management Partners L.P., which is the general
partner of Alta V Limited Partnership. He is a director of Akamai Technologies,
Inc., Aspect Medical Systems, Inc., Inspire Pharmaceuticals, Inc.,
Wrenchead.com, Inc., Paradigm Genetics, Inc. and several other private
healthcare and information technology companies. Mr. McGuire received his B.S.
in Physics and Economics from Hobart College, his M.S. in Engineering from
Dartmouth College and his M.B.A. from the Harvard Business School.

         Jean-Francois Formela, M.D. has served as a director since August 1996,
and as a member of our Audit Committee since February 1998. Dr. Formela is a
Senior Principal of Atlas Venture. Before joining Atlas Venture in 1993, Dr.
Formela was Senior Director, Medical Marketing and Scientific Affairs at
Schering-Plough in the U.S. where he also held biotechnology licensing and
marketing responsibilities. Dr. Formela is a director of Biochem Pharma Inc.,
Ciphergen Biosystems, Inc., Exelixis, Inc., Variagenics, Inc. and several
private companies. Dr. Formela holds an M.D. from Paris University School of
Medicine and an M.B.A. from Columbia Business School.

--------

1 Member of Nominating Committee
2 Member of Audit Committee
3 Member of Compensation Committee


                                       3
<PAGE>

         Andre Lamotte has served as a director since August 1996. In 1989, Dr.
Lamotte founded Medical Science Partners, or MSP, which specializes in early
stage life sciences investments, in affiliation with Harvard University, and has
served as the Managing General Partner since then. Before founding MSP, Dr.
Lamotte served as a General Manager at Pasteur Merieux from April 1983 to April
1988. He also currently serves as the Managing General Partner of Medical
Science Partners II, L.P. and Medical Science II Co-Investment, L.P. and is the
General Partner of New Medical Technologies. Dr. Lamotte is a director of Ascent
Pediatrics, Inc. and Inspire Pharmaceuticals, Inc. Dr. Lamotte holds a Ph.D. in
chemistry from the Massachusetts Institute of Technology and an M.B.A. from
Harvard University.

         Sir John Vane has served as a director since January 1997. In 1982, Sir
John received the Nobel Prize in Physiology or Medicine for his work in
prostaglandins and for discovering the mode of action of aspirin. As a
consultant to Squibb, he initiated the program on inhibiting
angiotensin-converting enzyme which led to the marketing of Captopril. During 12
years as Director of Research and Development at the Welcome Foundation, he
oversaw the development of Tracrium, Flolan, Zovirax and Lamictal. In 1986, he
founded the William Harvey Research Institute and built the Institute to over
100 members, first as Chairman, then as Director General, and, since 1997, as
Honorary President. Sir John graduated with a degree in Chemistry from
Birmingham University, obtained a D.Phil and D.Sc in Pharmacology from Oxford
University, and spent 20 years in academic research. Sir John acts as a
consultant to, and board member of, several pharmaceutical and biopharmaceutical
companies. Sir John also has served as a director of Vane Associates since 1997.
He became a Fellow of the Royal Society in 1974, was knighted in 1984 and has
received numerous other honorary fellowships and doctorates.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

         The name, age and position of each person who is currently serving as
an executive officer (who is not also a director) is listed below, followed by
summaries of their backgrounds and principal occupations. Executive officers are
elected annually, and serve at the discretion of the Board of Directors.

<TABLE>
<CAPTION>
NAME                                AGE     POSITION

<S>                                 <C>
Hannes Smarason                     34      Executive Vice President and Senior
                                            Business and Finance Officer
Jeffrey Gulcher                     42      Vice President, Research and Development
Mark Gurney                         47      Vice President, Pharmaceutical Discovery
Lance Thibault                      35      Chief Financial Officer and Treasurer
Michael Young                       50      Vice President, Business Development
Kristjan Erlendsson                 52      Vice President, Clinical Collaborations
Hakon Gudbjartsson                  36      Vice President, Informatics
</TABLE>


         Hannes Smarason has served as our Executive Vice President and Senior
Business and Finance Officer since March 2000. From March 1999 to March 2000, he
served as our Senior Vice President, Chief Business Officer and Treasurer and
from January 1997 to March 1999, he served as our Chief Financial Officer and
Vice President, Business Development. Before joining us, he worked with McKinsey
& Co. in Boston from 1992 through December 1996 as a consultant. Mr. Smarason
received his B.S. in Mechanical Engineering and Management from the
Massachusetts Institute of Technology and his M.B.A. from the Massachusetts
Institute of Technology Sloan School of Management.

         Jeffrey Gulcher, M.D., Ph.D. has served as our Vice President, Research
and Development since he co-founded the company in August 1996. Dr. Gulcher was
on staff in the Department of Neurology at Beth Israel Hospital in Boston,
Massachusetts and Harvard University Medical School from June 1993 to October
1998. Dr. Gulcher received his Ph.D. and M.D. from the University of Chicago in
1986 and 1990, respectively, and completed his neurology residency at the
Longwood Program of the Neurology Department of the Harvard Medical School in
1996.

         Mark Gurney, Ph.D. joined us in August 2000 and was elected our Vice
President, Pharmaceutical Discovery in October 2000. He was formerly Director,
Genomics Research at Pharmacia Corporation. Prior to his positions at Pharmacia,
Dr. Gurney held academic appointments in the Department of Pharmacological and
Physiological Sciences at the University of Chicago and in the Department of
Cell, Molecular and Structural



                                       4
<PAGE>

Biology at the Northwestern University Medical School. He received his B.A. in
Biology from the University of California at San Diego in 1975 and his Ph.D.
from the California Institute of Technology in 1980. In 1994, he completed his
M.B.A. at Northwestern University's Kellogg School of Management.

         Lance Thibault joined deCODE in February 2001 and was named Chief
Financial Officer and Treasurer in June 2001. Before joining us he was a
Director with the Global Capital Markets practice of PricewaterhouseCoopers in
London, England since 1997. Mr. Thibault received a B.S. in Accountancy from
Bentley College in 1988 and is a CPA.

         Michael W. Young was elected to serves as our Vice President, Business
Development in June 2001. Prior to joining deCODE, Mr. Young had been Vice
President of Commercial Development for GTC, a subsidiary of Genzyme
Corporation, since 1995. Mr. Young has held marketing, sales and business
development positions with other emerging biotech and biopharm companies,
including Millipore Corporation, Ventrex Laboratories, Verax Corporation and
PerSeptive Biosystems. Subsequent to military service, Mr. Young completed his
BA in biology from Canisius College in 1974, attended the University of Miami
and Nova University (MS 1976) and attended graduate school at the Harvard
University School of Public Health, Department of Nutrition.

         Kristjan Erlendsson, M.D. joined us in September 1998 to oversee
collaboration projects and was elected to serve as our Vice President, Clinical
Collaborations in March 1999. Since April 2002, Dr. Erlendsson has been in
charge of the Icelandic Health Sector Database project at deCODE. From March
1996 to August 1998, he was Director of Hospital Affairs at Iceland's Ministry
of Health and Social Security. Since 1988, Dr. Erlendsson has served as
Executive Director of Medical Education at the University of Iceland. He has
also been a Consultant in Internal Medicine, Allergy and Clinical Immunology at
Landspitalinn University Hospital since 1985. Dr. Erlendsson received his M.D.
from the University of Iceland in 1976, trained in internal medicine at the
University of Connecticut-New Britain General Hospital from 1978 to 1981, and
did a postdoctoral fellowship in allergy and clinical immunology at Yale
University-Yale New Haven Hospital from 1981 to 1984.

         Hakon Gudbjartsson, Ph.D. has served as our Vice President, Informatics
since March 2000. In 1996, Dr. Gudbjartsson joined us to direct our Department
of Informatics. Dr. Guobjartsson received his B.Sc. in electrical engineering in
1990 and his M.Sc. in electrical engineering and computer science in 1992 from
the University of Iceland. In 1996, he received his Ph.D. from the Massachusetts
Institute of Technology and performed post-doctoral research concerning magnetic
resonance imaging at Brigham and Woman's Hospital in Boston until he joined us.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our executive officers and directors and persons who beneficially own
more than ten percent of a registered class of our equity securities to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the Nasdaq National Market. Based solely upon our review of the
copies of such Forms 3 and 4 we have received during the most recent fiscal year
and Form 5 and amendments thereto furnished to us, we believe that all of our
directors, officers and greater than 10% stockholders, have timely filed all
required reports.



                                       5
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

         The following table sets forth information concerning the annual and
long-term compensation for services to us for each of the fiscal years ended
December 31, 1999, 2000 and 2001 of those persons who served as (i) our chief
executive officer during 2001 and (ii) our other four most highly compensated
executive officers who were serving as such as of December 31, 2001 (the "Named
Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                      Long-Term
                                                                                    Compensation
                                                                                    ------------
                                    Annual Compensation                           Stock Option Awards
                                    -------------------                           (Number Of Shares            All Other
Name And Principal Position      Year             Salary (1)      Bonus           Underlying Options)        Compensation
---------------------------      ----             ----------      -----           -------------------        ------------
<S>                             <C>               <C>            <C>                    <C>                  <C>
Kari Stefansson                  2001              $372,597          -                      -                 $ 45,062(2)
  Chairman, President, Chief     2000               267,930          -                      -                   38,864(2)
  Executive Officer and          1999               304,551          -                      -                   43,686(2)
  Secretary

Hannes Smarason                  2001              $204,696          -                      -                     -
  Executive Vice President       2000               125,896     $ 100,000                   -                     -
  and Senior Business and        1999               146,597          -                   260,000                  -
  Finance Officer

Jeffrey Gulcher                  2001              $203,096     $  69,445                   -                 $ 12,215(2)
  Vice President, Research       2000               150,000        50,000                   -                     -
  and Development                1999               162,323          -                      -                     -

Mark Gurney(3)                   2001              $148,714     $  65,000                   -                 $ 10,498(2)
  Vice President,                2000                55,346          -                   100,000                 1,224(2)
  Pharmaceutical Discovery

Michael Young(4)                 2001              $137,083     $  48,500                100,000                  -
  Vice President, Business
  Development
</TABLE>

1)       Includes compensation paid in Icelandic kronas. Figures reflect
         exchange rates of 103.20, 84.70 and 72.55 Icelandic kronas to $1.00,
         the exchange rates determined by the Central Bank of Iceland on
         December 31, 2001, 2000 and 1999, respectively.
2)       Includes the value of housing and an automobile provided by us for the
         benefit of the Named Executive Officer.
3)       Mr. Gurney was elected in October 2000.
4)       Mr. Young was elected in June 2001.




                                       6
<PAGE>


         The following table sets forth certain information concerning grants of
stock options during the fiscal year ended December 31, 2001, to the Named
Executive Officers:

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                Percentage                                        Potential Realizable
                                                 of Total                                           Value at Assumed
                                 Number of       Options                                             Annual Rates of
                                 Securities     Granted to                                             Stock Price
                                 Underlying     Employees     Exercise or                           Appreciation for
                                  Options           in        Base Price         Expiration         Option Term (1)
           Name                   Granted      Fiscal 2001    Per Share               Date            5%           10%
           ----                   -------      -----------    ---------               ----            --           ---
<S>                                  <C>          <C>             <C>             <C>            <C>          <C>
Kari Stefansson..................    0               -               -                -              -            -

Hannes Smarason..................    0               -               -                -              -            -

Jeffrey Gulcher..................    0               -               -                -              -            -

Mark Gurney......................    0               -               -                -              -            -

Michael Young.................... 100,000          8.7%            $7.42           6/19/11       $467,460      $1,179,780
</TABLE>

(1)  The dollar amounts under these columns are the result of calculations
     assuming that the price of common stock on the date of the grant of the
     option increases at the hypothetical 5% and 10% rates set by the Securities
     and Exchange Commission and therefore are not intended to forecast possible
     future appreciation, if any, of our stock price over the option term of 10
     years.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                     Shares                         Number of
                                    Acquired                  Securities Underlying           Value of Unexercised
                                       on                       Unexercised Options            in-the-Money Options
                                     Exercise   Value          at December 31, 2001          at December 31, 2001 (1)
              Name                     (#)     Realized      Exercisable/Unexercisable      Exercisable/Unexercisable
              ----                     ---     --------      -------------------------      -------------------------
<S>                                    <C>        <C>        <C>        <C>                  <C>          <C>
    Kari Stefansson...............       0          -              0           0                   $0           $0

    Hannes Smarason...............       0          -              0           0                    0            0

    Jeffrey Gulcher...............       0          -              0           0                    0            0

    Mark Gurney...................       0          -         33,333      66,667                    0            0

    Michael Young.................       0          -         30,000      70,000               71,400      166,600
</TABLE>

(1) Based on the closing price on the Nasdaq Stock Market at December 31, 2001
    of $9.80.



                                       7
<PAGE>


COMPENSATION ARRANGEMENTS

Director Compensation

         Our directors do not receive cash compensation for services on our
Board of Directors or any board committee, except as follows. Pursuant to the
terms of an agreement dated December 1, 1997 between deCODE and Vane Associates
(of which Sir John Vane is a partner), Vane Associates receives $2,000 per day
for each Board meeting that Sir John attends. We reimburse all directors for
their expenses incurred in connection with attendance at Board of Directors and
committee meetings.

Employment Agreements

         At the time of commencement of employment, our executive officers
generally receive offer letters specifying basic terms and conditions of their
employment. We have entered into an employment agreement with Mr. Young which
stipulates that if we terminate his employment other than for "cause": (a) we
are required to make a lump sum severance payment to him equal to one year of
his base salary then in effect; and (b) options to purchase the lesser of (i)
20,000 shares of our common stock or (ii) the number of shares of our common
stock underlying his remaining unvested options, shall become immediately
exercisable. Pursuant to the terms of his agreement, Mr. Young's base salary is
$235,000 per year, and he is eligible for a bonus at the determination of the
Compensation Committee.

         Our executive officers have signed agreements which require them to
maintain the confidentiality of our information and to assign inventions to us.
These agreements also prohibit these officers from competing with us during the
terms of their employment and for two years thereafter by engaging in any
capacity in any business which is, or on the date of termination of their
employment was, competitive with our business.

Defined Contribution Plans

         In accordance with applicable Icelandic law, deCODE contributes to
relevant pension organizations for personnel in Iceland. Certain other
discretionary contributions may be made. Contributions are based on employee
salaries paid and deCODE has no further liability in connection with these
plans. Total contributions of $1,434,368 were made for the year ended December
31, 2001.

         Effective December 1, 2001, deCODE adopted a 401(k) plan (the "401(k)
Plan") available to eligible full-time employees in the United States. Pursuant
to the 401(k) Plan, employees may elect to reduce their current compensation by
up to the statutorily prescribed annual limit ($11,000 in 2002) and have the
amount of such reduction contributed to the 401(k) Plan. The 401(k) Plan
requires that we make additional matching contributions to the 401(k) Plan on
behalf of participants in the 401(k) Plan at a rate of 50% of employee
contributions up to a maximum of 6% of their base salary. deCODE made
contributions of $773 in the year ended December 31, 2001. Contributions by
employees to the 401(k) Plan and income earned on such contributions are not
taxable to employees until withdrawn from the 401(k) Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The current members of our compensation committee are Mr. McGuire and
Dr. Formela, each of whom served on the compensation committee of the Board of
Directors during 2001. Mr. McGuire served as deCODE's assistant secretary from
January 1998 until October 2000. Otherwise, no member of the compensation
committee was at any time during 2001, or formerly, an officer or employee, and
no member of the compensation committee had any relationship with us requiring
disclosure under Item 404 of Regulation S-K under the Exchange Act of 1934, as
amended. No executive officer has served as a director or member of the
compensation committee (or other committee serving an equivalent function) of
any other entity, one of whose executive officers served as a director of or
member of our compensation committee.



                                       8
<PAGE>



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth certain information as of March 31,
2002, except as otherwise noted, regarding the beneficial ownership of our
common stock by (i) each current director, (ii) each Named Executive Officer,
(iii) all of our directors and executive officers as a group, and (iv) each
person known to be the beneficial owner of more than five percent of the
outstanding shares of the common stock.

<TABLE>
<CAPTION>
                                                   Amount and                         Percent of
Name And Address                                   Nature of                          Outstanding
Of Beneficial Owner                                Beneficial Ownership(1)            Common Stock(2)
-------------------                                -----------------------            ---------------
<S>                                                <C>                                 <C>
SAPAC Corporation Ltd (3)                           4,483,334                                 8.3%
  124 Grenzacherstrasse
  CH-4070 Basel

Kari Stefansson                                     3,125,292                                 5.8%
  c/o deCODE genetics, Inc.
  Lynghals 1
  Reykjavik, Iceland

Hannes Smarason                                       560,000                                 1.1%

Jeffrey Gulcher                                       481,200                                   *

Mark Gurney(4)                                         43,750                                   *

Michael Young(5)                                       38,333                                   *

Jean-Francois Formela(6)                            2,340,082                                 4.4%

Terrance G. McGuire(7)                              1,380,626                                 2.6%

Andre Lamotte(8)                                      160,740                                   *

Sir John Vane(9)                                       60,000                                   *

All directors and executive officers as a
   group (12 persons) (10)                          8,415,023                                15.6%
</TABLE>

------------------
 * Comprises less than one percent of the outstanding common stock.

1)       The number of shares beneficially owned by the individuals and entities
         listed in the table is determined in accordance with the rules of the
         United States Securities and Exchange Commission, and may not be
         conclusive as to ownership of those securities for any other purpose.
         Under those rules, an individual (or entity) is deemed to beneficially
         own shares of common stock as to which the individual currently has


                                       9
<PAGE>

         certain sole or shared powers or as to which the individual can acquire
         such powers within 60 days by the exercise of any option, warrant or
         other right. We have been advised that each stockholder listed in the
         table has sole voting and dispositive power with respect to such shares
         unless otherwise noted in the footnotes below.

2)       Applicable percentage of ownership is based on 53,515,390 shares of
         common stock outstanding on March 31, 2002 (including 8,362,893 shares
         of common stock which the former shareholders of MediChem Life
         Sciences, Inc.("MediChem") have the right to receive under the terms of
         the Agreement and Plan of Merger, dated as of January 7, 2002, by and
         between deCODE genetics, Inc., Saga Acquisition Corp. and MediChem).

3)       SAPAC is successor-in-interest to Roche Finance Ltd. Includes 4,066,667
         shares of common stock and 416,667 shares of common stock issuable upon
         exercise of warrants owned by SAPAC. Roche Holdings Ltd exercises
         voting and investment control over the shares held by SAPAC.

4)       Represents shares of common stock issuable upon exercise of options
         held by Mr. Gurney.

5)       Represents shares of common stock issuable upon exercise of options
         held by Mr. Young.

6)       Includes (a) 1,042,541 shares of common stock owned by Atlas Venture
         Fund II, L.P., and 125,000 shares of common stock issuable upon
         exercise of warrants owned by Atlas Venture Fund II, L.P., and (b)
         1,042,541 shares of common stock owned by Atlas Venture Europe Fund
         B.V., and 125,000 shares of common stock issuable upon exercise of
         warrants owned by Atlas Venture Europe Fund B.V., a wholly owned
         subsidiary of Atlas InvesteringsGoep N.V., which is a limited partner
         in Atlas Venture Fund II L.P. The voting and investment discretion over
         the shares held by Atlas Venture Fund, II, L.P. is exercised by the
         general partners of Atlas Venture Associates, II, L.P., its sole
         general partner. Dr. Formela is a general partner of Atlas Venture
         Associates II, L.P. along with Barry J. Fidelman and Christopher J.
         Spray. Dr. Formela and the other general partners of Atlas Venture
         Associates II, L.P. disclaim beneficial ownership of all shares held by
         the foregoing funds, except to the extent of their proportionate
         pecuniary interests therein. The voting and investment discretion over
         the shares held by the Atlas Venture Europe Fund B.V. is exercised by
         the managing directors of AIG, Gerard H. Montanus and Hans Bosman.

7)       Includes (a) 1,082,854 shares of common stock owned by Polaris Venture
         Partners, L.P. and 189,496 shares of common stock issuable upon
         exercise of warrants owned by Polaris Venture Partners, L.P., (b)
         63,046 shares of common stock owned by Polaris Venture Partners
         Founders' Fund, L.P. and 11,337 shares of common stock issuable upon
         exercise of warrants owned by Polaris Venture Partners Founders' Fund,
         L.P., and (c) 33,893 shares of common stock held by Terrance McGuire
         TTEE, Terrance McGuire Trust -


                                       10
<PAGE>

         1999. Polaris Venture Management Co., L.L.C., the general partner of
         both Polaris Venture Partners, L.P. and Polaris Venture Partners
         Founders' Fund, L.P., exercises sole voting and investment power with
         respect to the shares held by the funds. Mr. McGuire is a member of
         Polaris Venture Management Co., L.L.C., and as such may be deemed to
         share voting and investment power for the shares held by the funds.

8)       Includes 158,745 shares of common stock held by Medical Science II
         Co-Investment, L.P. and 1,995 shares of common stock held by Medical
         Science Management Co., Inc. Mr. Lamotte is the Managing General
         Partner of Medical Science II Co-Investment, L.P. and President of
         Medical Science Management Co., Inc.

9)       Includes 30,000 shares of common stock and 30,000 shares of common
         stock issuable upon exercise of options held by Sir John.

10)      Includes an aggregate 562,916 of shares of common stock underlying
         warrants and stock options granted to all directors and executive
         officers as a group which will have vested within sixty days after
         March 31, 2002. Also contains 225,000 shares of common stock held be
         executive officers who are not named executive officers.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In January 1998 and August 1999, we granted to Hannes Smarason, our
Executive Vice President and Senior Business and Finance Officer, options to
purchase 300,000 and 260,000 shares of our common stock, respectively. Mr.
Smarason exercised his options pursuant to an early exercise right. At the times
of exercise, Mr. Smarason delivered to us promissory notes in the principal
amounts of $59,700 and $1,462,240. Each of these promissory notes bore interest
in the amount of six percent (6%) per annum. Mr. Smarason's promissory note in
the principal amount of $59,700, as initially issued and as amended in March
1999, was due and payable on January 1, 2001. Such promissory note was amended
and restated as of January 1, 2001 to provide that no additional interest would
accrue following such date and to extend the term of the note to January 1,
2007. Mr. Smarason's other promissory note is due and payable on November 1,
2003. The shares that Mr. Smarason purchased in 1999 vest at the rate of 1/48 on
the first day of each month, commencing December 1, 1999. As of December 31,
2001, the principal and accrued interest on the notes that Mr. Smarason
delivered in 1998 and 1999 was $70,798 and $1,846,339.

         On October 15, 2001, we granted Kristjan Erlendsson, VP Clinical
Collaboration, a loan of $75,000, payable on October 15, 2002. Dr. Erlendsson
delivered to us a promissory note in the principal amount of $75,000 which bore
12-month LIBOR interest, as determined for US dollars at any time, with a margin
of six percent (6%) of the due amount or called-in amount from the due date to
the date of payment. The loan is secured by the pledge of Dr. Erlendsson's
125,000 shares of deCODE common stock. As of December 31, 2001, the principal
and accrued interest on the note that Dr. Erlendsson delivered in October was
$76,012.

         Kari Stefansson, our Chairman, Chief Executive Officer and President,
and Hannes Smarason our Executive Vice President and Senior Business Officer,
are beneficial owners of 17.8% and 19.7%, respectively, of the outstanding
shares of Prokaria ehf., an Icelandic company. In addition, Dr. Stefansson is
Chairman of the Board, and Mr. Smarason is a director, of Prokaria. On October
2, 2000, Islensk erfoagreining ehf. and Prokaria entered into a research
collaboration and license agreement on terms we believe to be no less favorable
than those we could have obtained from an unrelated third party. Under the terms
of the agreement, we sold certain intellectual property rights relating to
thermophilic organisms, including a patent application, to Prokaria in exchange
for cash, royalties on any revenues Prokaria may receive from the rights related
to the patent application, and a non-transferable license regarding rights
arising under the patent application during the term of the patent. In addition,
we agreed to provide certain sequencing and advisory services to Prokaria in
exchange for appropriate fees. During the fiscal year ended December 31, 2001,
we recognized $322,021 in revenue with respect to such services



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<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 30th day of April
2002.

                                                     DECODE GENETICS, INC.


                                                     /s/   Kari Stefansson
                                                     ---------------------------
                                                     Kari Stefansson
                                                     Chairman, President and
                                                     Chief Executive Officer



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