Monsanto/Rosetta Inpharmatics Collaboration Agreement

November 21, 2000

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TABLE OF CONTENTS

|1. |  | DEFINITIONS          |  | 1                                               
|-- |  | -------------------- |  | ------------------------------------------------
|2. |  | CONVEYANCE OF RIGHTS |  | 4                                               
|   |  | 2.1                  |  | Assignment to Monsanto                          
|   |  | 2.2                  |  | Assignment to Rosetta                           
|   |  | 2.3                  |  | License to Monsanto: Analytical Technology      
|   |  | 2.4                  |  | License to Conduct Project Plan                 
|   |  | 2.5                  |  | Restrictions on licenses                        
|3. |  | PROJECT PLAN         |  | 5                                               
|   |  | 3.1                  |  | Project Plan                                    
|   |  | 3.2                  |  | Contribution of Monsanto                        
|   |  | 3.3                  |  | Contribution of Rosetta                         
|   |  | 3.4                  |  | Project Committee                               
|   |  |                      |  | 3.4.1                                           
|   |  |                      |  | 3.4.2                                           
|   |  |                      |  | 3.4.3                                           
|   |  |                      |  | 3.4.4                                           
|   |  |                      |  | 3.4.5                                           
|   |  | 3.5                  |  | Term and Termination of Funded Project          
|   |  |                      |  | 3.5.1                                           
|   |  |                      |  | 3.5.2                                           
|   |  |                      |  | 3.5.3                                           
|   |  |                      |  | 3.5.4                                           
|   |  |                      |  | 3.5.5                                           
|4. |  | PAYMENTS             |  | 8                                               
|   |  | 4.1                  |  | Project Funding                                 
|   |  |                      |  | 4.1.1                                           
|   |  |                      |  | 4.1.2                                           
|   |  |                      |  | 4.1.3                                           
|   |  |                      |  | 4.1.4                                           
|   |  |                      |  | 4.1.5                                           
|   |  |                      |  | 4.1.6                                           
|   |  |                      |  | 4.1.7                                           
|   |  | 4.2                  |  | Royalties and [*]Licensed Products             
|   |  |                      |  | 4.2.1                                           
|   |  |                      |  | 4.2.2                                           
|   |  |                      |  | 4.2.3                                           
|   |  |                      |  | 4.2.4                                           
|   |  |                      |  | 4.2.5                                           
|   |  |                      |  | 4.2.6                                           
|   |  |                      |  | 4.2.7                                           
|   |  | 4.3                  |  | RoyaltiesRosetta Predictive Pattern Information
|   |  |                      |  | 4.3.1                                           
|   |  |                      |  | 4.3.2                                           

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|5.  |  | RECORDS                                                                    |  | 10                                                                                       
|--- |  | -------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|    |  | 5.1                                                                        |  | Payments of Royalties                                                                    
|    |  | 5.2                                                                        |  | Books and Records for Royalty Payments                                                   
|    |  | 5.3                                                                        |  | Late Payment of Royalties                                                                
|6.  |  | INTELLECTUAL PROPERTY                                                      |  | 11                                                                                       
|    |  | 6.1                                                                        |  | Ownership of Intellectual Property Other Than DNA Patent Rights and Analytical Technology
|    |  | 6.2                                                                        |  | Disclosure of Patentable Inventions                                                      
|    |  | 6.3                                                                        |  | Patent Prosecution and Maintenance; Joint Patents                                        
|    |  | 6.4                                                                        |  | Cooperation                                                                              
|    |  | 6.5                                                                        |  | Costs                                                                                    
|    |  | 6.6                                                                        |  | Patent Litigation: Right to Bring Suit                                                   
|    |  | 6.7                                                                        |  | Patent Litigation: Jointly Owned Patents                                                 
|    |  | 6.8                                                                        |  | Confidential Treatment                                                                   
|7.  |  | CONFIDENTIALITY                                                            |  | 13                                                                                       
|    |  | 7.1                                                                        |  | Confidential Information                                                                 
|    |  | 7.2                                                                        |  | Confidentiality and Limited Use                                                          
|    |  |                                                                            |  | 7.2.1                                                                                    
|    |  |                                                                            |  | 7.2.2                                                                                    
|    |  |                                                                            |  | 7.2.3                                                                                    
|    |  | 7.3                                                                        |  | Exceptions to Classification as Confidential                                             
|    |  | 7.4                                                                        |  | Specific Information                                                                     
|    |  | 7.5                                                                        |  | Disclosures to Personnel                                                                 
|    |  | 7.6                                                                        |  | Return of Confidential Information                                                       
|    |  | 7.7                                                                        |  | Confidential Status of Agreement                                                         
|    |  | 7.8                                                                        |  | Publications                                                                             
|8.  |  | REPRESENTATION AND WARRANTIES; INDEMNIFICATION AND LIMITATION OF LIABILITY |  | 15                                                                                       
|    |  | 8.1                                                                        |  | Monsanto                                                                                 
|    |  | 8.2                                                                        |  | Rosetta                                                                                  
|    |  | 8.3                                                                        |  | Indemnification by Rosetta                                                               
|    |  | 8.4                                                                        |  | Indemnification by Monsanto                                                              
|    |  | 8.5                                                                        |  | Conditions and Limitations of Indemnification Obligation                                 
|    |  | 8.6                                                                        |  | Limitation of Liability                                                                  
|    |  | 8.7                                                                        |  | Risk of Failure; No Representations                                                      
|9.  |  | APPLICABLE LAW                                                             |  | 16                                                                                       
|    |  | 9.1                                                                        |  | Governing Law; Jurisdiction                                                              
|10. |  | MISCELLANEOUS PROVISIONS                                                   |  | 17                                                                                       
|    |  | 10.1                                                                       |  | Notices                                                                                  
|    |  | 10.2                                                                       |  | Assignability                                                                            
|    |  | 10.3                                                                       |  | Assignability of DNA Patent Rights                                                       

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| |  | 10.4  |  | Dispute Resolution   |  | 18                 
| |  | ----- |  | -------------------- |  | -------------------
| |  |       |  | 10.4.1               |  | General            
| |  |       |  | 10.4.2               |  | Parties Shall Meet 
| |  |       |  | 10.4.3               |  | CEOs Shall Meet    
| |  |       |  | 10.4.4               |  | Arbitration Trigger
| |  |       |  | 10.4.5               |  | Arbitration Rules  
| |  |       |  | 10.4.6               |  | Agreements to Agree
| |  | 10.5  |  | Tax Reporting        |  | 19                 
| |  | 10.6  |  | Severability         |  | 19                 
| |  | 10.7  |  | Counterparts         |  | 19                 
| |  | 10.8  |  | Headings             |  | 19                 
| |  | 10.9  |  | Agreement references |  | 19                 
| |  | 10.10 |  | Appendices           |  | 19                 
| |  | 10.11 |  | Export Control       |  | 19                 
| |  | 10.12 |  | Force Majeure        |  | 20                 
| |  | 10.13 |  | Negation of Agency   |  | 20                 
| |  | 10.14 |  | Other Requests       |  | 20                 
| |  | 10.15 |  | Amendment and Waiver |  | 20                 

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THIS IS AN AGREEMENT effective November 21, 2000, ("Effective Date of this Agreement")by and between Rosetta
Inpharmatics, Inc. a Delaware corporation having its principal place of business at 12040 - 115th Avenue Northeast, Kirkland, Washington
98034-6900 ("Rosetta") and Monsanto Company ("Monsanto"), a Delaware corporation, having a
principal place of business at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167.

WHEREAS, Monsantohas certain rights relating to genes which impart traits in plants and plants containing such genes, such rights
including possession of technical information and know-how relating to such plants and their use, and ownership of U.S. and foreign patent applications covering the plants, seeds, genes
and their use;

WHEREAS,Rosettahas certain rights relating to the generation, analysis and comparison of data and the storage and retrieval thereof,
such rights including possession of technical information and know-how relating to the design, development and use of microarrays, the design, development and application of gene
expression databases and the identification of genes predictive of traits; and

WHEREAS,MonsantoandRosettaare establishing a research alliance to, among other
things, create proprietary intellectual property relating to the subject matter of this Agreement;

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

1.  DEFINITIONS

Terms in thisAgreementdefined in the singular have the same meanings when used in the plural and vice versa.
For purposes of thisAgreement, the following words and phrases shall have the following meanings:

1.1"Affiliate"shall mean with respect to any person or entity, any other person or entity that directly or indirectly
controls, is controlled by or is under common control with such person or entity. A person or
entity shall be deemed to be "controlled" by any other person or entity if such other person or entity (i) possesses, directly or indirectly, power to direct or cause the direction of the
management and policies of such person or entity whether by contract or otherwise, (ii) has direct or indirect ownership of at least 50% (in the aggregate) of the voting power of all
outstanding shares entitled to vote at a general election of directors of the person or entity or (iii) has direct or indirect ownership of at least 50% of the equity interests in a partnership
or a limited liability company.

1.2 "Agreement" shall mean this collaboration agreement.

1.3 "Analytical Patent Rights" shall mean inventions related toAnalytical
Technologydeveloped by or forMonsanto(other than byRosetta) in the course of
carrying out theProject Planexpressly excluding[*]related to [*]or[*]and the [*]of[*]of [*].

1.4 "Analytical Technology" shallmeanalgorithms and other analytical
techniques and methods, including, without limitation, methods of generating, storing, retrieving and analyzing data developed in the course of carrying out theProject
Plan.

1.5 "Average Net Benchmark Product Price" shall meantheaverage gross
invoiced sales price received byMonsantoand itsAffiliatesfor the sale of a unit of Benchmark Product, or
if noBenchmark Productis sold by Monsantoor itsAffiliates,all consideration received by a third party
for the Benchmark Product, in each case, in arm's length sales to an independent third party, or if not an arm's length sale, the fair market value if it had
been an arm's length sale, in a particular country for the applicable period, after deduction of the following items, provided and to the extent such items are

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actually incurred and documented and do not exceed reasonable and customary amounts in the market in which such sale occurred: (i) trade discounts actually allowed;
(ii) credits, rebates and returns; (iii) freight and duties paid for and separately identified on the invoice or other documentation maintained in the ordinary course of business;
(iv) taxes, duties and other compulsory payments to governmental authorities actually paid and separately identified on the invoice or other documentation maintained in the ordinary course of
business; and (v) dealer/distributor and seed service fees paid byMonsantoand itsAffiliates.
All sales ofBenchmark ProductsbetweenMonsantoand any of its Affiliatesand sublicensees shall be
disregarded for purposes of computingAverage Net Benchmark Product
Price. A "sale" shall include any transfer or other disposition for consideration, andAverage Net Benchmark Product Priceshall
include all consideration received byMonsantoor itsAffiliatesin respect of any sale of Benchmark Products, whether such consideration is in cash, payment in kind, exchange or another form.

1.6 "Average Net Product Price" shall mean the average gross invoiced sales price received by Monsantoand itsAffiliatesfor
the sale of a unit ofLicensed
Productin arm's length sales to an independent third party, or if not an arm's length sale, the fair market value if it had been an arm's length sale, in a particular country
for the applicable period, after deduction of the following items, provided and to the extent such items are actually incurred and documented and do not exceed reasonable and customary amounts in the
market in which such sale occurred: (i) trade discounts actually allowed; (ii) credits, rebates and returns; (iii) freight and duties paid for and separately identified on the
invoice or other documentation maintained in the ordinary course of business; (iv) taxes, duties and other compulsory payments to governmental authorities actually paid and separately
identified on the invoice or other documentation maintained in the ordinary course of business; and (v) dealer/distributor and seed service fees paid by Monsantoand itsAffiliates. All sales ofLicensed
ProductsbetweenMonsantoand any of itsAffiliatesand sublicensees shall be
disregarded for purposes of computingAverage Net Product Price. A "sale" shall include any transfer or other disposition for consideration, and Average Net Product
Priceshall include all consideration received byMonsantoor its Affiliatesin respect of any sale ofLicensed Product, whether such consideration is in cash, payment in
kind, exchange or another form.Average Net Product Priceshall not be discounted due to any product "bundling" unless Monsantoor itsAffiliatesdoes not offer theLicensed
Productoutside of a "bundle". Subject to the foregoing, in the case of discounts on "bundles" of products or services which includeLicensed
Products,Monsantomay with notice toRosettacalculate the Average Net Product Priceby discounting the bona fide list price of aLicensed Productby no more than
the average percentage discount of all products ofMonsantoand/or itsAffiliatesin a particular
"bundle", calculated as follows:

Average percentage
discount on a
particular "bundle"

=

(1 -A/B)x 100


where
A equals the total discounted price of a particular "bundle" of products, and B equals the sum of the un-discounted bona fide list prices of each unit of every product in such
"bundle".Monsantoshall provideRosettadocumentation, reasonably acceptable to Rosetta, establishing such
average discount with respect to each "bundle".

1.7 "Benchmark Product" shall mean a product not covered byDNA Patent
Rights, but otherwise identical to aLicensed Product, or if no such product exists, substantially similar to a Licensed Product,
but not covered byDNA Patent Rights, in each case, available in the same country
during the applicable time period. ABenchmark Productmust be a commercial product sold byMonsantoor
its

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Affiliatesor a third party. IfMonsantoor its Affiliatesdo not sell such aBenchmark
Product, then the most suitable product that meets the above
definition sold by a third party in the applicable country during the applicable time period shall be used as theBenchmark Product.

1.8 "DNA" shall mean deoxyribonucleic acid or other compound conveying the same genetic information.

1.9"DNA Patent Rights"shall mean inventions utilizingMonsanto DNA
Informationdeveloped by or forRosettain the course of carrying out theProject
Planexpressly excluding[*]and other [*]and[*], including, without [*]of[*]and [*].

1.10 "Effective Date of this Agreement" shall mean the date first written above.

1.11 "Gene Lead" shall mean any gene identified byRosettain connection
with its analysis ofMonsanto DNA Informationand which has been determined to be aGene Leadpursuant
to Article 3.4.5. EachGene Leadshall be included inMonsanto DNA Information.

1.12 "Joint Patents"shall have the definition provided in Article 6.1.

1.13 "Licensed Products" shall mean a particular product or a particular species of animals, plants, plant or animal
parts, animal progeny, seed of plants and products from any of the foregoing, or the process of making, modifying or modulating any of the foregoing or any phenotypic trait associated with any of the
foregoing, which, in the absence of a license, would infringe at least one (1) claim of an unexpired U.S. or foreign patent or one (1) pending claim of an unexpired published patent
application included withinDNA Patent Rightswhich claims aGene Lead.

1.14 "Monsanto DNA Information" shall mean (A) (i)DNAsequence
information provided byMonsantotoRosetta(or [*]by any[*]to [*]in[*]this Agreement) and (ii) RNA and tissue samples provided byMonsantoto Rosetta, in each case in accordance with the terms and conditions of theProject Plan, and [*]and[*]from[*]of such[*], in [*]by[*]from the [*], and[*]and [*]in[*].

1.15 "Monsanto Patents"shall have the definition provided in Article 6.1.

1.16 "Net Predictive Pattern Revenues" shall mean the gross invoiced sales ofPredictive Pattern
Technologiesreceived byMonsantoor itsAffiliatesduring the applicable period
in arm's length transactions after deduction of the following items, provided and to the extent such items are actually incurred and do not exceed reasonable and customary amounts in each market in
which such sales occurred: (i) trade and quantity discounts and rebates; (ii) credits or allowances made for rejection or return of previously soldPredictive
Pattern Technologies; (iii) any tax or government charge levied on the sale, such as value added tax (but not including income tax); and (iv) any charges for
freight or insurance. In the event that thePredictive Pattern Technologiesis sold or otherwise transferred to a third party for a price lower than if
it had been sold to a third party in an arm's length transaction ("fair market value"), thenNet Predictive Pattern Revenuesshall be the fair market
value of thePredictive Pattern Technologies.

1.17 "Rosetta Patents"shall have the definition provided in Article 6.1.

1.18 "Plant Transformation Vector" shall mean a [*]a[*], an [*]and[*]and all [*]to[*]that [*]of the[*]containing the[*]or[*]of the [*]to[*]into the [*]of a [*].[*], when [*]to[*]by [*],such[*]may include [*]in the[*]of [*].

1.19 "Predictive Pattern Information" shall mean information relating to one or more expression patterns that have been
developed or discovered byRosettain the course of carrying out theProject

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Plan that can be used to[*]of [*]. SuchPredictive Pattern Informationshall constitute Monsanto DNA Information.

1.20 "Predictive Pattern Technologies" shall mean a [*]or[*]of [*]or[*]from any of the [*], in the[*]of a [*]at[*]of an [*]or[*].

1.21 "Product Sublicense Payments" shall mean [*]and its[*]of [*]in[*]of any [*]of[*]to [*]or[*]or [*]for the[*]of [*]and[*]pro rata deductions (based on the number of
technologies licensed to the licensee or sublicensee) for: (i) dealer/distributor and seed service fees actually paid byMonsantoand its Affiliates,
and (ii) taxes, duties and other compulsory payments to governmental authorities actually paid and separately identified on the
invoice or the documentation maintained in the ordinary course of business.

1.22 "Project Committee" shall mean the committee established in Article 3.4.

1.23 "Project Plan" shall mean the plan attached as Appendix A, as amended from time to time by the Project Committeepursuant to Article 3.4.1.

1.24 "Project Technology" shall mean any materials, know-how, information, discoveries or inventions that
are discovered or developed in the course of carrying out theProject Planother thanMonsanto DNA
InformationandAnalytical Technology.

1.25 "Term of this Agreement" shall be as stated in Article 3.5.

1.26 "Value Added" shall mean (i) the difference between theAverage Net Product
Priceof aLicensed Productas compared to theAverage Net Benchmark Product
Priceof the applicableBenchmark Productin the same country and time period, and (ii) any other identifiable value
(which is not merely speculative) attributable to theDNA Patent Right'scontribution to anyLicensed
Productsales, including, without limitation, increased market share of aLicensed Productand market share maintenance of a Licensed
Product, in each case, as compared to the applicableBenchmark Product. It is understood and
agreed that "Value Added" shall include all incremental value which is identifiable (and not merely speculative) which Monsantoand itsAffiliatesreceives from customers ofLicensed
Products. ForLicensed Productswhere there is noBenchmark Product, the Value Addedwill equal theAverage Net Product Price.

2.  CONVEYANCE OF RIGHTS

2.1 Assignment
toMonsanto.

Subject
to the terms and conditions of thisAgreementand for the consideration as set forth in Article 4, Rosettaagrees to assign and hereby assigns toMonsanto Rosetta's right, title and interest to theMonsanto DNA Informationdeveloped by Rosetta andDNA Patent Rights.

2.2 Assignment
toRosetta.

Subject
to the terms and conditions of thisAgreementand for the consideration provided by Rosetta's covenants and promises in thisAgreement, Monsantoagrees to assign and hereby assigns toRosetta Monsanto's right, title and interest to the
Analytical Technologydeveloped byMonsantoand theAnalytical Patent
Rights.

2.3 License
toMonsanto: Analytical Technology.

Subject
to the terms and conditions of thisAgreementand for the consideration as set forth in Article 4, Rosettahereby grants toMonsantoa [*]license to[*],Analytical
Technologyeither

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developed byMonsantoor byRosettafollowing a material contribution to the
development thereof byMonsanto(other than the mere provision ofMonsanto DNA Informationby Monsanto).This license includesMonsanto's right to use suchAnalytical
Technology(i) to develop, make, have made, import, use, sell, have sold, and offer to sellLicensed Productsand
(ii) in connection with a bona fide scientific collaboration between Monsanto and a third party under a written contract and research plan in a specific area. This license does not include Monsanto's right to transfer, sell, or license suchAnalytical Technology.

2.4 License
to Conduct Project Plan.

Subject
to the terms and conditions of thisAgreement, the parties agree to grant and hereby grant each other during the Term of this Agreementa[*]license under any of their respective patents which
are necessary for such party's performance of its responsibilities under theProject Planfor the sole purpose of conducting the Project Plan.

2.5 Restrictions
on licenses.

Nothing
in this Agreement shall be construed as granting a license under any intellectual property or other rights other than intellectual property or other rights identified in this Agreement, and in no event
shall anything in thisAgreementbe construed as granting a license under any
intellectual property or other right which any such party is as of theEffective Date of this Agreementprohibited, contractually or otherwise, from
granting.

3.  PROJECT PLAN

3.1 Project
Plan.

Subject
to the terms and conditions set forth herein, each ofMonsantoandRosettashall conduct the collaboration pursuant to theProject Plan, as described herein or as amended by theProject
Committee.

3.2 Contribution
ofMonsanto.

Monsantowill supply toRosettatheMonsanto DNA
Informationdescribed in Article 1.14(A) as provided in theProject Planso as to allow Rosettato timely implement and
perform its responsibilities under theProject Plan.

3.3 Contribution
ofRosetta.

Rosettashall use diligent efforts to conduct theProject Planand deliver data as
described in theProject PlantoMonsanto.

3.4Project Committee.

TheProject Planwill be managed by aProject Committeeconsisting of one
(1) Executive Sponsor and one (1)Project Managerfrom each party. TheProject Committeewill coordinate and expedite the design, development, and implementation of activities that fulfill the purposes of the collaboration. Each party may, in its sole discretion, replace the assigned
individuals at any time as necessary.



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3.5 Term
and Termination of Funded Project.

TheTerm of this Agreementwill be three (3) years after theEffective Date of this
Agreementwith the possibility to extend theAgreementbased upon the mutual agreement of both parties.



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4.  PAYMENTS

4.1 Project
Funding.

Monsantoagrees to fund theProject Planas set forth below. All payments set forth in
this Article 4 shall be made in United States dollars.



4.2Royalties and [*]Licensed Products.

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In addition to the payments required under Article 4.1, Monsanto shall payRosettaon anyGene
Leadsubject to and in accordance with the following conditions:



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4.3 RoyaltiesRosetta Predictive Pattern Information.

During
the course of theProject Plan, Rosettamay developPredictive Pattern
Information.[*]that[*]and [*]for each such[*]to [*]such[*]to [*]to determine[*]or [*]to[*]such a[*]. In the event that[*]makes [*]a[*]and if
[*]is[*]or [*]as a[*]to make the [*]:



5.  RECORDS

5.1 Payments
of Royalties.

Within
ninety (90) days of the end of the applicable semi-annual period (either fiscal or calendar) following the first commercial sale of a Licensed ProductorPredictive Pattern
Technology,as the case may be, and within ninety
(90) days after the end of each six (6) months thereafter,Monsantoshall make a written report to Rosettasetting forth the information,
including that ofAffiliatesand licensees or sublicensees,
necessary to permitRosettato calculate and confirm the royalty payment dueRosetta, [*]. At the time each
report is made,Monsantoshall pay to Rosettathe royalties shown by such report to be payable hereunder. Payments due on sales in foreign currency shall
be calculated in United States

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dollars on the basis of the rate of exchange in effect for purchase of dollars at Chase Manhattan Bank, New-York, New York, on the last business day of the
last-preceding June or December, whichever shall be later. Payments shall be without set off and free and clear of any taxes, duties, fees or charges other than withholding taxes, if any.
Payment shall be made by wire transfer to an account in the United States designated byRosettafrom time to time with prior, written notice.

5.2 Books
and Records for Royalty Payments.

Monsantoshall keep, and shall cause itsAffiliates, licensees and sublicensees to
keep, books and records in such reasonable detail as will permit the reports provided for in this Article hereof to be made and the royalties payable hereunder to be determined. Monsantofurther agrees
to permit its and itsAffiliatesbooks and records to be inspected and audited
from time to time (but not more often than once annually) during reasonable business hours by an independent auditor, designated byRosettaand approved
byMonsanto, which approval will not be unreasonably withheld, to the extent necessary to verify the reports provided for in this Article provided,
however, that such auditor shall indicate toRosettaonly whether the reports and royalties paid are correct, and if not, the reason why not. In the
event that such an audit results in additional royalties being owed toRosetta, such royalties shall be paid within sixty (60) days from notice
of deficiency along with interest calculated as from the date the correct payment was due to the date of actual payment at an annual rate of five (5) percentage points above the prime rate
quoted by Chase Manhattan Bank, New York, New York, on the day payment was due, until paid; and if the original royalty payment was more than five percent (5%) less than it should have been, the cost
of the audit shall be reimbursed byMonsanto.

5.3 Late
Payment of Royalties.

If
any royalties owed under thisAgreementare not paid when due, the unpaid amount shall bear interest, compounded annually, at an
annual rate of five (5) percentage points above the prime rate quoted by Chase Manhattan Bank of New York on the day payment was due, until paid or offset.

6.  INTELLECTUAL PROPERTY

6.1 Ownership
of Intellectual Property Other ThanDNA Patent RightsandAnalytical
Technology.

Except
as set forth in thisAgreement: (i) anyProject Technologyand any patent
applications and patents claiming anyProject Technologyfirst conceived or made by one or more employees of Monsantoshall belong toMonsanto("Monsanto Patents");
(ii) anyProject Technologyand any patent applications and patents claiming anyProject
Technologyfirst conceived or made by one or more employees ofRosettashall belong to Rosetta("Rosetta
Patents"); and (iii) anyProject
Technologyand any patent applications and patents claiming anyProject Technologyfirst conceived or made jointly by one or
more employees ofMonsantoand one or more employees ofRosettashall belong jointly to MonsantoandRosetta("Joint Patents"). Each owner of
anyJoint Patentshall be free to exploit its undivided interest in suchJoint Patent. Inventorship
shall be determined in accordance with United States patent laws.

6.2 Disclosure
of Patentable Inventions.

In
addition to the disclosures otherwise required under thisAgreement, each party shall submit a written report to the other within [*]days of the end of
each calendar quarter summarizing any invention arising in the performance of the Project Planduring the quarterly period immediately preceeding delivery of such report which it believes may be
patentable.

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6.3 Patent Prosecution and Maintenance; Joint Patents.

The
parties shall agree upon an outside law firm who shall prepare, file, prosecute and maintainJoint Patentsunder the joint
instructions of the parties. All costs shall be[*]. In the eventRosettaor Monsantoelects not to share or
continue to share such costs of prosecution of a filed application for aJoint
Patentor maintenance costs for an issuedJoint Patent, it shall notify the other party not less than [*]months before any
relevant deadline, and the other party shall have the right to assume sole control over the prosecution of
such filed application for aJoint Patentor maintenance of such issuedJoint Patent. In such event, the
party which assumes such control shall have title to suchJoint Patentand the other party agrees to execute the appropriate documents to assign such
patent to the other party.

6.4 Cooperation.

Each
party agrees to cooperate with the other in preparing and executing any documents necessary or useful to obtain patent protection on any invention that is subject to this Agreementin any country in the
world.

6.5 Costs.

Rosettashall retain control over and bear all expenses associated with the filing, prosecution and maintenance of Analytical Patent RightsandRosettapatents and patents on inventions made by it before the Effective Date of this Agreement.Monsantoshall retain
control over and bear all expenses associated
with the filing, prosecution and maintenance ofDNA Patent RightsandMonsantopatents and patents on
inventions made by it before theEffective Date of this Agreement.

6.6 Patent
Litigation: Right to Bring Suit.

Each
party shall have the sole power to institute and prosecute at its own discretion and expense suits for infringement of their respective patent rights. Each party agrees to
cooperate with the other in any suit brought under this Article. All expenses in such suits will be borne entirely by the party bringing such suit and such party shall collect all judgments or awards
arising from these suits.

6.7 Patent
Litigation: Jointly Owned Patents.

In
the event that anyJoint Patentis infringed or misappropriated by a third party, MonsantoandRosettashall
discuss whether, and, if so, how, to enforce such Joint Patentor defend suchJoint Patentin an infringement action, declaratory judgment or other
proceeding. In the event only one party wishes to participate in such proceeding, it shall have the right to proceed alone, at its expense, and may retain any recovery; provided, at the request and
expense of the participating party, the other party agrees to cooperate and join in any proceedings in the event that a third party asserts that the co-owner of such Joint Patentis necessary or
indispensable to such proceedings.

6.8 Confidential
Treatment.

All
information disclosed under this Article 6 shall be treated asConfidential Informationunder Article 7.

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7.  CONFIDENTIALITY

7.1Confidential Information.

It
is anticipated that it will be necessary, in connection with their obligations under thisAgreement, for RosettaandMonsanto, andAffiliatesof either party, to
disclose to each other confidential proprietary business and/or technical information ("Confidential Information") relating to their respective
businesses, products and technologies. TheConfidential Informationshall include information disclosed orally, in writing or other tangible form,
including samples of materials, that in each case are designated as confidential or proprietary.

7.2 Confidentiality
and Limited Use.



7.3 Exceptions
to Classification as Confidential.

The
obligations of confidentiality and limited use shall not apply to any of theConfidential Informationwhich

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7.4 Specific
Information.

Specific
information shall not be deemed to be within any of these exclusions merely because it is embraced by more general information falling within these exclusions.

7.5 Disclosures
to Personnel.

Recipient
agrees to advise those of its officers, directors, employees, associates, agents, consultants, andAffiliateswho become
aware of theConfidential Information, of these confidentiality and limited use obligations and agrees, prior to any disclosure of Confidential Informationto such individuals or entities, to make them bound by obligations of confidentiality and limited use of the same stringency as
those contained in thisAgreement.

7.6 Return
ofConfidential Information.

Upon
termination of thisAgreement, originals and copies ofConfidential Informationin
written or other tangible form will be returned to the disclosing party by recipient or destroyed by recipient, except to the extent that it is the subject of a continuing license or other right of
use. One copy of each document may be retained in the custody of the recipient's legal counsel solely to provide a record of what disclosures were made and to confirm compliance with the obligations
set forth in this Article 7.

7.7 Confidential
Status of Agreement.

The
terms and existence of thisAgreementshall be deemed to beConfidential
Informationand shall be dealt with according to the confidentiality requirements of this Article. Both parties agree, furthermore, that neither party will make public
disclosures concerning other specific terms of thisAgreementwithout obtaining the prior written consent of the other party, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, at such time asRosettaorMonsantomay request,
the parties shall mutually agree on a press release announcing the execution of thisAgreementand the basic terms hereof. Once any written statement is
approved for disclosure by both parties, either party may make subsequent public disclosures of the contents of such statement without the further approval of the other party.

7.8 Publications.

It
is expected that each party may wish to publish the results of its research under thisAgreement. Contributions by the other party
shall be acknowledged in any publication by the publishing party. In order to safeguard intellectual property rights, the party wishing to publish or otherwise publicly disclose material which
describes or otherwise discloses the other party'sConfidential InformationorProject Technologyshall
first submit a draft of any proposed manuscript to theProject Committeefor review, comment and consideration of appropriate patent application
preparation activity at least[*]days prior to any submission for publication or other public disclosure. The appropriate
member of the

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14

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Project Committeewill advise the party seeking publication as to whether a patent application will be prepared and filed or
whetherConfidential Informationshould be removed from the disclosure. TheProject Committeewill, in
cooperation with both parties, determine the appropriate timing and content of any such publications. TheProject Committeecan, in its discretion,
request that the publishing party delay publication for a reasonable time period for the purpose of preparation of an appropriate patent application(s). If theProject
Committeeis no longer functioning, its responsibilities under this Article will be assigned to a committee consisting of one person designated by Monsantoand one person
designated byRosetta.

8.  REPRESENTATION AND WARRANTIES; INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1Monsanto.

Monsantorepresents and warrants that it has the right to make conveyances and grants in accordance with the Articles hereof,
including, without limitation, the delivery of theMonsanto DNA Information.

8.2Rosetta.

Rosettarepresents and warrants that it has the right to make conveyances and grants in accordance with the articles hereof, including,
without limitation, thatRosettais free to conduct theProject Plan,and Rosettacovenants that the methods
used in its development during theTerm of this Agreementof the
Monsanto DNA Information described in Article 1.14(B) will not infringe the patent rights of any third party.

8.3 Indemnification
byRosetta.

Rosettashall indemnify and hold harmlessMonsanto, its Affiliates, and all their officers, directors, employees and
agents, for any losses, claims, damages, judgments, assessments, costs and other
liabilities, including reasonable out-of-pocket costs and expenses as they are incurred byMonsantoin connection with any
demands, law suits and other legal actions by third parties againstMonsantoarising from any gross negligence, willful misconduct or strict liability
by or ofRosetta, itsAffiliates, agents or sublicensees, provided, however, for purposes of this
Article 8, neither gross negligence or willful misconduct shall be deemed to include conduct determined to be infringement of patent, copyright, trademark, trade name, other proprietary right
or an unauthorized use of trade secret.

8.4 Indemnification
byMonsanto.

Monsantoshall, except to the extent caused byRosetta'sgross negligence or willful
misconduct, indemnify and hold harmlessRosetta, itsAffiliates, and all their officers, directors,
employees and agents, for any losses, claims, damages, judgments, assessments, costs and other liabilities, including reasonable out-of-pocket costs and expenses as they are
incurred byRosettain connection with any demands, law suits and other legal actions by third parties against Rosettaarising out of or alleged to arise
out of (i) the manufacture, use, distribution or sale by Monsanto,anyMonsanto Affiliate, or anyMonsantolicensee or sublicensee of anyLicensed Productor any other product or service covered byDNA Patent
Rightsclaiming aGene LeadorPredictive Pattern Technologyor (ii) the
infringement or alleged infringement of any patent, trade secret or other intellectual property right of any third party as a result of the use ofMonsanto DNA
Informationin theProject Plan.

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15

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8.5 Conditions and Limitations of Indemnification Obligation.



8.6 Limitation
of Liability.

SUBJECT
TO THE INDEMNIFICATION OBLIGATION SET FORTH HEREIN AND UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR
PUNITIVE DAMAGES, OR LOST PROFITS OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES REGARDLESS OF WHETHER ANY SUCH CLAIM FOR DAMAGES, LOST PROFITS OR OTHER COSTS IS BASED ON TORT,
WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.7 Risk
of Failure; No Representations.

[*]that[*]in the [*]such as those[*]in this Agreementand[*]this [*].[*], subject to the[*]to[*]provided in [*]of[*], as the [*]thisAgreementto [*]as[*]of the [*]or[*]be [*]be a[*]of this Agreement. Other than as set forth in thisAgreement, [*]OF [*]FOR A[*].

9.  APPLICABLE LAW

9.1 Governing
Law; Jurisdiction.

THE
VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND ANY DISPUTE CONNECTED WITH THIS AGREEMENT SHALL BE GOVERNED BY AND DETERMINED IN ACCORDANCE WITH THE STATUTORY,
REGULATORY AND DECISIONAL LAW OF THE STATE OF[*](EXCLUSIVE OF SUCH STATE'S CHOICE OR CONFLICTS OF LAWS RULES) AND, TO THE
EXTENT APPLICABLE, THE FEDERAL STATUTORY, REGULATORY AND DECISIONAL LAW OF THE UNITED STATES (EXCEPT FOR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, APRIL 10, 1980, U.N. DOC.
A/CONF. 97/18, 19 I.L.M. 668, 671 (1980) REPRINTED IN

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16

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PUBLIC NOTICE, 52 FED. REG. 662-80 (1987), WHICH IS HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED).

10. MISCELLANEOUS PROVISIONS

10.1 Notices.

All
notices and other communications required or permitted under thisAgreementshall be deemed to be properly given when in writing
and sent by registered or certified mail, postage prepaid or by reputable courier service providing evidence of delivery or by facsimile with receipt confirmation, to the other party at the address
set forth below, or at such other address as either party may be in writing designate from time to time for these purposes.

| |  | If toRosetta:  |  | Rosetta Inpharmatics, Inc.
12040-115th Avenue Northeast
Kirkland, Washington 98034-6900
Attention: Chief Operating Officer
Fax No. (425) 820-5757
| |  | -------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                |  | Rosetta Inpharmatics, Inc.
12040-115th Avenue Northeast
Kirkland, Washington 98034-6900
Attention: Legal Affairs
Fax No. (425) 820-5757          
| |  | If toMonsanto: |  | Monsanto Company
700 Chesterfield Parkway North
St. Louis, Missouri 63198
Attention: President
Fax No. (314) 694-1667                            
| |  | Copy to:       |  | Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
Attention: Group Patent Counsel
Fax No. (636) 737-6047                  

10.2 Assignability.

The
rights and obligations acquired herein by the parties are not assignable, transferable or otherwise conveyable, in whole or part (by operation of law or otherwise) to any third
party without the consent of other party, which shall not be unreasonably withheld, except that either party may, without such consent, assign its rights and obligations to any purchaser of all or
substantially all of the assets of the party related to thisAgreementor to any successor corporation resulting from any merger or consolidation of a
party. Any attempted assignment conflicting with this Article shall be null and void and without effect.

10.3 Assignability
ofDNA Patent Rights.

Monsantoshall be free to assignDNA Patent Rightsto any third party, provided however
that anyDNA Patent Rightswhich claims aGene LeadorPredictive Pattern
Technologyshall be assigned or

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17

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transferred to a third party subject to the third party assuming the royalty and[*]obligations set
forth in thisAgreement.

10.4 Dispute
Resolution.



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18

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10.5 Tax
Reporting.

MonsantoandRosettashall treat all payments made by Monsantounder Article 4.1 as amounts paid for qualified
research under section 41(b)(3) of the Internal Revenue Code of 1986.

10.6 Severability.

In
case any one or more of the provisions contained in thisAgreementshall for any reason be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, but thisAgreementshall be construed as if
such invalid or illegal or unenforceable provisions had never been contained herein.

10.7 Counterparts.

ThisAgreementmay be executed in two (2) counterparts, each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.

10.8 Headings.

Headings
as to the contents of particular Articles are for convenience only and are in no way to be construed as part of thisAgreementor as a limitation of the scope of the particular Articles to which they refer.

10.9 Agreement
references.

All
Articles referred to herein are Articles of thisAgreement.

10.10
Appendices.

The
appended Appendices form an integral part of thisAgreement.

10.11
Export Control.

Notwithstanding
any other provisions of thisAgreement,Rosettaagrees to make no
disclosure or use of anyMonsantoinformation orMonsantotechnology furnished or made known to Rosettapursuant to thisAgreement, andMonsantoagrees
to make no disclosure or use of anyRosettainformation orRosettatechnology disclosed to Monsantopursuant
to thisAgreementexcept in compliance with the laws and regulations of the United
States of America, including the Export Administration Regulations promulgated by the Office of Export Administration International Trade Administration, United States Department of Commerce; and in
particular, each party agrees not to export, directly or indirectly, either



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19

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to any country or countries for which a validated license is required unless a validated license is first obtained pursuant to the Export Administration Regulations. The term
"direct product" as used above, is defined to mean the immediate product (including process and services) produced directly by the use of the technical data.

10.12
Force Majeure.

Except
for payments of money, neither of the parties shall be liable for any default or delay in performance of any obligation under this Agreementor theProject Plancaused by any of the following: Act of God, war, riot, fire, explosion,
accident, flood, sabotage, compliance with governmental requests, laws, regulations, orders or actions, national defense requirements or any other event beyond the reasonable control of such party; or
labor trouble, strike, lockout or injunction (provided that neither of the parties shall be required to settle a labor dispute against its own best judgment).

The
party invoking this subparagraph shall give the other party written notice pursuant to Article 10.1 and full particulars of such force majeure event as soon as possible
after the occurrence of the cause upon which said party is relying.

BothMonsantoandRosettashall use reasonable efforts to mitigate the effects of any
force majeure on their respective part.

10.13
Negation of Agency.

It
is agreed and understood by the parties hereto that each ofRosettaandMonsanto, in
its performance of its obligations and responsibilities under thisAgreement, is an independent contractor and that nothing herein contained shall be
deemed to create an agency, partnership, joint venture or like relationship between the parties. The manner in which each ofRosettaand Monsantocarries
out its performance under thisAgreementis within each of Rosetta'sandMonsanto's sole discretion and
control.

10.14
Other Requests.

The
parties hereto agree that upon reasonable request of the other party, each such party shall execute and deliver such additional documents and Agreements, and take such further actions, as may be
necessary in order to fulfill and give effect to the terms of this Agreement.

10.15
Amendment and Waiver.

ThisAgreementmay be amended, modified, superseded or canceled, and any of the terms may be waived, only by a written instrument
executed by each party or, in the case of waiver, by the party or parties waiving compliance. The delay or failure of any party at any time or times to require performance of any provisions shall in
no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in
any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of
any such condition or of the breach of such term or any other term of thisAgreement.

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IN WITNESS WHEREOF, the parties hereto have caused thisAgreementto be executed and delivered as of the
Effective Date.

|ROSETTA INPHARMATICS, INC. |  | MONSANTO COMPANY
|-------------------------- |  | ----------------
|By                         |  |                 
|                           |  |                 
|Date                       |  |                 
|                           |  |                 

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Appendix AProject Plan

Definitions

Condition[*]of [*]to[*]that [*]by the[*].

Monocot Proxy Oligo Set[*]of a[*].

Oligo[*]that will be [*]on a[*]and [*].

Probe[*]from a [*]or a[*].

[*] Oligo Set[*]that can be [*]of the[*].

Trait Module[*].

Trait Module Report[*].

The
terms in bold set forth in Appendices A, B and C, unless defined above or within an Appendix, have the same meaning as found in the Agreement.

Initiation Phase

All periods described in days in this Appendix A shall be business days.

Sequence Delivery

[*]will[*]and [*].[*]shall be [*]and/or[*]and [*]as the[*]:

[*]Rosetta Inpharmatics
Manager, Collaborations
12040 115th Avenue NE
Kirkland, WA 98034

Primary Oligonucleotide Design

From
the[*]will be[*]from the [*]from the[*]no more
[*].

[*]for a[*]will [*], which will[*]for [*], and a[*]for which [*]the[*]and [*]to[*]for the[*], which will[*]of this [*]of the[*]and the
[*]of an[*]of the [*].

[*]

[*]will[*]for the [*]will[*]will be [*]from[*]and [*]from[*]will be[*]of[*], and [*], to[*]the [*]as[*]as an [*]of the[*]from [*]will[*]of [*]the[*]on the [*]in the[*]of the [*]to the[*].

[*]the[*]of a [*]from[*].

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Table 1Overview of[*]

|[*]              |  | [*]             
|---------------- |  | ----------------
|approximately[*] |  | approximately[*]
|[*]              |  |                 
|[*]              |  | [*]             
|[*]              |  | [*]             
|[*]              |  | [*]             
|[*]              |  | [*]             
|[*]              |  | [*]             
|[*]              |  |                 

[*]Design

[*]will[*]in a [*]to[*]after [*]from[*]. Within [*]of[*]the [*]of the[*]will send to [*]for[*]the [*]will[*]at least [*]for each[*]in[*]will then be[*]the [*]for each[*], which shall be [*]within[*]of the [*]. Within[*]of the [*]the[*], if [*]on the[*]on the [*], which will consist of a[*]and [*]plus[*]. Within [*]of receipt of this[*]will deliver to[*]the[*]of each [*]in the form of an[*]of the
[*]of[*]as [*]. The[*]of the [*]shall be[*]by [*]of the[*]from [*]to[*].

[*]shall provide a[*]of the [*]from the[*]at [*].

[*]

[*]the[*]from the[*].

[*]from the[*]will be [*]of[*]. The [*]the[*]will be[*]of[*]. The [*]will be[*]to [*]to be[*]to the [*].

[*]

[*]

[*], the[*]and[*]the[*].

[*]will[*]and a [*]than[*], that [*]for any[*]in a [*].

[*]by the[*]and the [*]by the[*]for a [*]the[*]in [*]have a[*]for[*]the[*]and [*].

[*]and[*]the [*]and[*]that could be [*]with[*]for an [*]which will[*]for each [*]within[*].

[*], the[*]be [*]. [*]has not[*]will be [*]with[*]and [*]or other such[*].

[*]will[*]and the [*]for[*]the [*].[*]will[*]the [*].[*]the [*]or[*].[*]in the[*]or the [*].

[*]the[*], there will be a [*]to[*]the [*].[*]the [*]of the[*], the [*]and the[*]that [*]the[*]in [*].[*]for[*]the[*]and [*]in this[*]. [*]the[*], the [*]the[*]. [*]that
have[*].

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2. Appendix BPerformance Criteria

[*]

[*]. [*]the[*]:



[*]the[*]will be [*], and[*]to an [*].

[*]will[*]the [*]and[*]the [*]for these[*]will be [*].[*]than [*]from a[*]of [*]are[*]that [*]are[*]and the[*]of the[*]will be [*].

[*]the[*], then the [*]the[*].

[*]if a[*]the [*].[*]this [*]have the[*]to have the [*]will[*]of the [*]the[*].

The[*]for the[*]of the [*]of a[*].

[*]

The[*]on the[*].

[*]into the[*]and [*]in such a way as[*]. The [*]are made for the[*]on a [*]is[*]to a[*].

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Table 2[*]

|[*] |  | [*]                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------
|[*] |  | [*]on an[*]for the[*]to be[*]has not[*]to[*]or[*].                                                                            
|[*] |  | This[*]a[*]and[*].                                                                                                            
|    |  | [*]to[*]will be[*]across the[*].[*]at an[*]of[*]and at[*]of[*], the[*]or[*]on an[*].[*]where
the[*], the[*]at the[*]as the[*].
|    |  | [*]will be[*].[*]across the[*]. The[*]where the[*]is at least[*].                                                             
|[*] |  | [*]are within[*]of the[*].[*]of[*]and[*], and at[*]will be[*].[*]and the[*]are not[*]with[*].                                 
|[*] |  | For[*]at an[*]and at a[*]of the[*]will be[*]of the[*].                                                                        
|[*] |  | [*]                                                                                                                           
|    |  | [*]                                                                                                                           

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Appendix CData Security

RosettaandMonsantowill work cooperatively to address the issues that Monsanto's Data Security Team addressed in their
report to applyMonsantostandards to ensure that Monsanto's intellectual property will be secure.

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