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                                                              EXHIBIT 10.35

ROSETTA

June 6, 1997

Roland Stoughton
c/o SAIC
Mailstop C-4
10260 Campus Point Drive West
San Diego, CA 92121

Dear Roland:

         On behalf of Rosetta Biosystems, Inc. (the "Company"), I am pleased to
offer you the position of Interim Director of the Bioinformatics Group of the
Company. Speaking for myself, as well as the other members of the Company's
management team, we are all very impressed with your credentials and we look
forward to your future success in this position.

         The terms of your new position with the Company are as set forth below:

         1.       POSITION.

                  a. You will become Interim Director of the Bioinformatics
Group of the Company, working out of the Company's offices in Kirkland,
Washington. As Interim Director of the Bioinformatics Group, you will report to
Stephen Friend, Chief Scientific Officer.

                  b. You agree to the best of your ability and experience that
you will at all times loyally and conscientiously perform all of the duties and
obligations required of and from you pursuant to the express and implicit terms
hereof, and to the reasonable satisfaction of the Company. During the term of
your employment, you further agree that you will devote all of your business
time and attention to the business of the Company, the Company will be entitled
to all of the benefits and profits arising from or incident to all such work
services and advice, you will not render commercial or professional services of
any nature to any person or organization, whether or not for compensation,
without the prior written consent of the Company's Board of Directors, and you
will not directly or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company. Not withstanding the
above the Company hereby acknowledges that you will maintain an affiliation with
your current employer (SAIC) as a consultant which will require no more than
five (5) hours per week for a sixth month term from your start date and
thereafter an amount of time to be mutually agreed upon. Nothing in this letter
agreement will prevent you from accepting speaking or presentation engagements
in exchange for honoraria or from serving on boards of charitable organizations,
or from owning no more than one percent (1%) of the outstanding equity
securities of a corporation whose stock is listed on a national stock exchange.

         2.       START DATE. Subject to fulfillment of any conditions
imposed by this letter agreement, you will commence this new position with
the Company on July 21, 1997.


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June 6, 1997
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         3.       PROOF OF RIGHT TO WORK. For purposes of federal immigration
law, you will be required to provide to the Company documentary evidence of
your identity and eligibility for employment in the United States. Such
documentation must be provided to us within three (3) business days of your
date of hire, or our employment relationship with you may be terminated.

         4.       COMPENSATION.

                  a. BASE SALARY. You will be paid a monthly salary of
$10416.66, which is equivalent to $125,000.00 on an annualized basis. Your
salary will be payable in two equal payments per month pursuant to the Company's
regular payroll policy (or in the same manner as other employees of the
Company).

                  b. ANNUAL REVIEW. Your base salary will be reviewed at the end
of each calendar year as part of the Company's normal salary review process.

         5.       EXPENSES.

                  a. In connection with your employment, the Company agrees to
reimburse you for reasonable door to door travel expenses from San Diego to
Seattle which are expected to be incurred on a weekly basis for a period not to
exceed twelve (12) months from your start date or until you relocate your family
to Seattle which ever comes first.

         6.       STOCK OPTIONS.

                  a. INITIAL OPTION GRANT. In connection with the commencement
of your employment, the Company will recommend that the Board of Directors grant
you an option to purchase 51,500 shares (subject to stock splits and
recapitalizations) of the Company's Common Stock (the "Shares") with an exercise
price equal to the fair market value on the date of the grant. These options
will vest in accordance with the following schedule: twelve and one-half percent
(12 1/2%) of the Shares shall vest on the six-month anniversary of the Start
Date and 1/48th of the total number of Shares shall vest each month thereafter.
Vesting will, of course, depend on your continued employment or consultancy with
the Company. The option will be an incentive stock option to the maximum extent
allowed by the tax code and will be subject to the terms of the Company's 1997
Stock Option Plan and the Stock Option Agreement between you and the Company.

                  b. SUBSEQUENT OPTION GRANTS. Subject to the discretion of the
Company's Board of Directors, you may be eligible to receive additional grants
of stock options [or purchase rights] from time to time in the future, on such
terms and subject to such conditions as the Board of Directors shall determine
as of the date of any such grant.


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June 6, 1997
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         7.       BENEFITS.

                  a. INSURANCE BENEFITS. The Company will provide you with
standard medical, dental and group health insurance benefits in accordance with
the Company's policies in effect from time to time.

                  b. VACATION. You will be entitled to paid vacation each year,
under the Company's vacation policy in effect from time to time.

         8.       CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT
AGREEMENT. Your acceptance of this offer and commencement of employment with
the Company is contingent upon the execution, and delivery to an officer of
the Company, of the Company's Confidential Information and Invention
Assignment Agreement, a copy of which is enclosed for your review and
execution (the "Confidentiality Agreement"), prior to or on your Start Date.

         9.       CONFIDENTIALITY OF TERMS. You agree to follow the Company's
strict policy that employees must not disclose, either directly or
indirectly, any information, including any of the terms of this agreement,
regarding salary, bonuses, or stock purchase or option allocations to any
person, including other employees of the Company; provided, however, that you
may discuss such terms with members of your immediate family and any legal,
tax or accounting specialists who provide you with individual legal, tax or
accounting advice.

         10.      AT-WILL EMPLOYMENT. Your employment with the Company will
be on an "at will" basis, meaning that either you or the Company may
terminate your employment at any time for any reason or no reason, without
further obligation or liability.

         We are delighted to be able to extend you this offer and look forward
to working with you. To indicate your acceptance of the Company's offer, please
sign and date this letter in the space provided below and return it to me, along
with a signed and dated copy of the Confidentiality Agreement. This letter,
together with the Confidentiality Agreement, set forth the terms of your
employment with the Company and supersede any prior representations or
agreements, whether written or oral. This letter may not be modified or amended
except by a written agreement, signed by the Company and by you.


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June 6, 1997
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Very truly yours,

ROSETTA BIOSYSTEMS, INC

Stephen H. Friend, M.D., Ph.D.
President, Chief Scientific Officer

ACCEPTED AND AGREED:

ROLAND STOUGHTON

   /s/
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Signature

   June 6, 1997
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Date