<PAGE>


                                                                   Exhibit 10.18


                                   *** TEXT OMITTED AND FILED SEPARATELY
                                   CONFIDENTIAL TREATMENT REQUESTED
                                   UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 200.83
                                   AND 230.406




              LIFESEQ-Registered Trademark- COLLABORATIVE AGREEMENT



                                     between




                              INCYTE GENOMICS, INC.




                                       and




                                SENOMYX-SM-, INC.







                                       1
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         This Collaborative Agreement ("Agreement") is entered into as of the
29th day of December, 2000 (the "Effective Date") by and between Senomyx, Inc.,
a Delaware corporation ("Senomyx"), having its principal place of business at
11099 N. Torrey Pines Road, La Jolla, CA 92037, and Incyte Genomics, Inc., a
Delaware corporation ("Incyte"), having its principal place of business at 3160
Porter Drive, Palo Alto, CA 94304.

BACKGROUND

         WHEREAS, Incyte has compiled and is compiling, and owns, certain
information and data regarding certain cDNAs in confidential databases which may
be useful in the study of biological phenomena;

         WHEREAS, Incyte owns or has certain patent rights and know-how
regarding certain cDNAs as well as certain of the proteins they encode;

         WHEREAS, Senomyx conducts research in the field of chemosensation, an
objective of which is to discover potential biological targets and develop
assays for use in taste, olfaction and pheromone detection; and

         WHEREAS, Senomyx desires to obtain access to Incyte's
LifeSeq-Registered Trademark-Database Product(s) (as defined below), and to
obtain licenses to use Incyte's patent rights and know-how under the Database
Product(s), to conduct research and development of small molecule flavor and
fragrance products based on research and development of gene product targets
from the LifeSeq-Registered Trademark- Database Product(s).

NOW, THEREFORE, the Parties agree as follows:

1.0 DEFINITIONS.

The following terms have the following meanings:

         "ANNOTATION INFORMATION": means the information associated with
         individual cDNAs contained in each and/or all of the LifeSeq-Registered
         Trademark- Database Product(s), as applicable including, but not
         limited to, tissue expression information, homology information, and
         gene cluster identifiers.

         "ANTISENSE FIELD OF USE": means the treatment or prevention of any
         disease, state or condition by use of one or more oligonucleotides or
         modified oligonucleotides which bind either (i) to mRNA to block the
         translation of mRNA in vivo to inhibit, prevent and/or alter protein
         production, or (ii) to DNA to prevent the transcription of DNA into the
         mRNA copy of the gene in vivo.

         "cDNA":  means a complementary DNA copy of messenger RNA.


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         "cDNA CLONE": means an individual plasmid vector and cDNA insert, which
         cDNA insert is usually a partial gene, and not necessarily a full
         length gene.

         "CHEMOSENSORY GENE PRODUCT(S)": means Gene Products which affect the
         human detection of taste, flavor, pheromones, and fragrance.

         "COLLABORATION PATENT RIGHTS": means the patents and/or patent
         applications filed by (i) Incyte under Incyte Patent Rights which claim
         the composition of matter to Senomyx Homolog(s) and which are selected
         by Senomyx pursuant to Section 6.2.1; (ii) Senomyx on a Gene Product.
         Collaboration Patent Rights excludes Incyte Patent Rights, and Senomyx
         Patent Rights and all patent rights arising under Incyte Proprietary
         Programs.

         "DATABASE SECURITY PLAN" means the mutually agreed upon plan, to be
         attached as Exhibit C and incorporated into this Agreement by
         reference.

         "DATABASE INFORMATION": means all or any part of the Annotation
         Information and DNA Sequence Information that is contained in the
         LifeSeq-Registered Trademark- Database Product(s) as applicable.

         "DESIGNATED GENE PRODUCT": means a given Gene Product which is selected
         for research and development, or other use by Senomyx in accordance
         with the terms and conditions of this Agreement, and is or has been
         "Used By Senomyx", as defined below.

         "DIAGNOSTIC FIELD OF USE": means (a) the diagnosis and monitoring of
         any disease, state or condition in humans, (b) the selection of a
         method of treatment of any disease, state or condition in humans and
         (c) the determination of genetic traits in humans. The Diagnostic Field
         of Use does not include the determination of genetic traits for the
         purposes of the Flavor and Fragrance Field of Use.

         "DIAGNOSTIC PRODUCT(S)": means any product or service derived from or
         directed to Gene Product(s) for use in the Diagnostic Field of Use.

         "DNA SEQUENCE INFORMATION": means nucleotide sequences, including
         SNP(s), incorporated in the LifeSeq-Registered Trademark- Database
         Product(s) provided by Incyte to Senomyx pursuant to this Agreement.

         "DRUG PRODUCT(S)": means compositions of matter that are ligands or
         inhibitors of Gene Product(s) for use in the treatment of any disease,
         state or condition in humans. These include small molecules and
         antibodies which are agonists, antagonists, and/or modulators of Gene
         Product(s); provided, however, that Drug Product(s) does not include
         Gene Product(s), Diagnostic Product(s), Therapeutic Product(s), F&F
         Product(s), or Antisense Product(s).

         "FLAVOR AND FRAGRANCE FIELD OF USE": means internal research
         applications of Gene Product(s) associated with conducting research in
         the identification, development and commercialization of F & F
         Products, provided that the Flavor


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<PAGE>


         and Fragrance Field of Use specifically excludes " the Research Field
         of Use, Antisense Field of Use, Diagnostic Field of Use, and
         Therapeutic Fields of Use. Further, the Flavor and Fragrance Field does
         not include the sale or license of Database Information or Gene
         Product(s) as research tools, or the use of Database Information or
         Gene Product(s) to develop database products or services. Flavor and
         Fragrance Field of Use includes the determination of genetic traits in
         humans solely for the purposes of determining correlation to flavor
         and/or fragrance sensitivity.

         "FLAVOR AND FRAGRANCE PRODUCT(S)" OR "F&F PRODUCT(S)": means
         compositions of matter which are ligands or inhibitors of Chemosensory
         Gene Product(s) and which are modifiers of the human detection of
         taste, flavor, pheromone and fragrance, provided, however, that a F&F
         Product(s) does not include (i) Drug Product(s), (ii) Therapeutic
         Product(s), (iii) Antisense Product(s), (iv) Diagnostic Product(s) or
         (v) Gene Product(s).

         "FULL LENGTH CLONE(S)": means, with respect to a given human gene, a
         specific, purified cDNA Clone developed or acquired by Incyte, which
         Incyte believes on currently available evidence, to contain the
         nucleotide sequence of the entire amino acid coding region of such
         gene.

         "FULL LENGTH CONTIG": means, with respect to a given gene, DNA Sequence
         Information contained in the LifeSeq-Registered Trademark- Database
         Product(s), which Incyte believes on currently available evidence, to
         correspond to the entire amino acid coding region of such gene.

         "GENE PRODUCT(S)": means (i) Incyte's proprietary cDNA Clone(s) and
         Full Length Clones corresponding to a given cDNA in the DNA Sequence
         Information and (ii) any partial cDNAs, DNA sequences, genes, and full
         length cDNAs corresponding to such genes, or any RNA sequences, SNP(s),
         peptides, polypeptides and proteins encoded thereby, in each case which
         are derived from material use by Senomyx or a Senomyx Affiliate of
         Database Information or the cDNA Clone(s) in (i) above.

         "INCYTE AFFILIATE": means any corporation, company, firm, partnership,
         joint venture, association or other entity, which, directly or
         indirectly controls, is controlled by or is under common control with
         Incyte. As used in this definition, the term "control" means direct or
         indirect beneficial ownership of more than fifty percent (or such
         lesser percentage which is the maximum allowed to be owned by a foreign
         corporation in a particular jurisdiction) of the outstanding securities
         having voting rights for the election of directors in a corporation or
         of the comparable equity interest in any other type of entity.

         "INCYTE KNOW-HOW": means the information, software, data and biological
         materials consisting of or directly and solely relating to Database
         Information, and such other know-how of Incyte expressly provided by
         Incyte to Senomyx, and which are proprietary to Incyte at the time of
         disclosure to and not already Known To Senomyx independent of the
         Database Information, as can be


                                       4
<PAGE>


         demonstrated by tangible records of Senomyx existing prior to such time
         of all to the extent and only to the extent that Incyte has the right
         to grant licenses, immunities or other rights to Senomyx thereunder;
         PROVIDED, HOWEVER, that Incyte Know-How shall exclude Incyte Patent
         Rights and all Incyte Proprietary Programs; and further provided that
         genomic DNA sequence information which is part of the public domain or
         was already Known to Senomyx does not render cDNA Database Information
         non-proprietary or non-confidential except to the extent that such
         genomic DNA sequence information has been specifically and materially
         established as exon region(s) (i) via standard molecular biology
         laboratory techniques, or (ii) through the use of a suitable computer
         algorithm with subsequent confirmation through laboratory research, as
         can be demonstrated by Senomyx's tangible records existing prior to the
         time of disclosure of Database Information.

         "INCYTE PATENT RIGHTS": means the patents and/or patent applications
         owned or controlled by Incyte which (i) claim the composition of matter
         of Gene Product(s) or any other cDNAs identified in the DNA Sequence
         Information, and/or (ii) arise solely from the generation of Database
         Information and claim the use of Gene Product(s) with respect to F&F
         Product(s), throughout the world as well as reissues, reexaminations,
         divisionals, provisionals, continuations or continuations-in-part
         thereof or therefor, all to the extent and only to the extent Incyte
         has the right to grant licenses, immunities or other rights thereunder;
         PROVIDED, HOWEVER, that Incyte Patent Rights shall exclude all patent
         rights arising under Incyte Proprietary Programs and any claims to
         antibodies.

         "INCYTE PROPRIETARY PROGRAM(S)": means an Incyte internal research and
         development program of Incyte which involves investment by Incyte
         intended to develop discoveries, inventions, data or information
         (whether or not patentable) beyond that consisting of Database
         Information. Incyte Proprietary Programs are independent of those
         services regularly performed by Incyte to produce or generate DNA
         Sequence Information and Annotation Information intended to be released
         to the LifeSeq-Registered Trademark- Database Product(s).

         "INCYTE TECHNOLOGY": means, collectively, Incyte Know-How and Incyte
         Patent Rights.

         "INSTALLATION SITE": means the research facility of Senomyx located in
         La Jolla, California or an alternative location with Incyte's prior
         written approval.

         "KNOWN TO SENOMYX": means information, software, data, biological
         materials and/or other materials disclosed or provided by Incyte to
         Senomyx which:

                  (a)      is already known to Senomyx at the time of disclosure
                           by Incyte; or

                  (b)      is generally known to the public or otherwise part of
                           the public domain at the time of its disclosure to
                           Senomyx; or


                                       5
<PAGE>


                  (c)      becomes generally available to the public or
                           otherwise part of the public domain other than
                           through any act or omission of Senomyx in breach of
                           this Agreement; or

                  (d)      was subsequently lawfully disclosed to Senomyx by a
                           Third Party, provided it was not obtained by such
                           Third Party directly or indirectly from Incyte on a
                           confidential basis; or

                  (e)      was independently discovered or developed by Senomyx
                           as can be documented by laboratory notebooks or other
                           such records as are customary for documenting
                           research and product development activities created
                           at the time of such independent discovery or
                           development, including the Senomyx Sequences listed
                           in Exhibit B as of the Effective Date.

         "LIFESEQ-Registered Trademark- GOLD DATABASE": means Incyte's
         proprietary database of human Annotation Information, DNA Sequence
         Information and corresponding cDNA Clones and Full Length Clones and
         related software and documentation as of the Effective Date.

         "LIFESEQ-Registered Trademark- DATABASE PRODUCT(S)": means the
         LifeSeq-Registered Trademark- Gold Database and the ZooSeq-TM-
         Database.

         "PARTY": means either Incyte or Senomyx individually or, collectively,
         the "Parties".

         "RESEARCH FIELD OF USE": means all applications of Gene Product(s)
         outside the Flavors and Fragrances Field of Use, including without
         limitation, conducting research, identification, development and
         commercialization of Drug Products, Diagnostic Products, Antisense
         Product(s) and/or Therapeutic Product(s).

         "SNP(S)": means single nucleotide polymorphism(s).

         "SENOMYX AFFILIATE": means any corporation, firm, partnership, or other
         legal entity, which, directly or indirectly is owned by Senomyx to the
         extent of which the common stock or other equity ownership thereof is
         One Hundred percent (100%) owned by Senomyx; provided however, that
         where local laws require a minimum percentage of local ownership, the
         status of Senomyx Affiliate will be established if Senomyx directly or
         indirectly owns or controls the maximum ownership percentage that may,
         under such local laws, be owned or controlled by foreign interests.

         "SENOMYX HOMOLOG(S)": has the meaning as set forth is Section 6.2.1.

         "SENOMYX PATENT RIGHTS": means the patents and/or patent applications
         owned or controlled by Senomyx which claim the composition of matter
         and or use of Senomyx Sequence(s) filed as of the Effective Date to the
         extent that Senomyx has the right to grant licenses, immunities or
         other rights thereunder.


                                       6
<PAGE>


         "SENOMYX SEQUENCES": means those sequences attached as Exhibit B, as
         may be updated from time to time by mutual consent of the Parties.

         "THERAPEUTIC FIELD OF USE": means the treatment or prevention of any
         disease, state or condition by any means, (including without
         limitation, gene therapy), excluding the Antisense Field of Use.

         "THERAPEUTIC PRODUCT(S)": means any product or service, including gene
         therapy, which uses a protein, peptide or polypeptide which is a Gene
         Product in the treatment or prevention of any disease, state or
         condition in humans, including gene therapy products; provided however,
         that Therapeutic Protein Product(s) does not include Antisense
         Product(s).

         "THIRD PARTY(IES)": means any party other than Incyte or Senomyx, (or
         both in the plural) or a Senomyx Affiliate or Incyte Affiliate.

         "USED OR USE BY SENOMYX": means the first use by Senomyx or a Senomyx
         Affiliate of Database Information or a proprietary cDNA Clone obtained
         from Incyte hereunder, in each case which at the time of such use is
         either included in the Incyte Know-How or the Incyte Patent Rights, and
         provided that such first use by Senomyx meets any or all of the
         following criteria:

         (a)      Senomyx uses such cDNA Clone from the LifeSeq-Registered
                  Trademark- Database Product(s) which contains DNA Sequence
                  Information that partially or completely codes for a Gene
                  Product in a screening assay to identify small molecules
                  and/or antibodies which are antagonists, agonists, inverse
                  agonists, and/or modulators of Gene Product(s); or

         (b)      Senomyx uses such cDNA Clone from the LifeSeq-Registered
                  Trademark- Database Product(s) which contains DNA Sequence
                  Information that partially or completely codes for a Gene
                  Product to synthesize or have synthesized a peptide or
                  polypeptide or protein or oligonucleotide and test the
                  efficacy of such Gene Product(s) in an animal model system; or

         (c)      such Database Information or such cDNA Clone which contains
                  the Database Information is disclosed or otherwise transferred
                  to a Third Party including but not limited to consultants and
                  collaborators; or

         (d)      such Database Information is specifically disclosed in a
                  Senomyx patent or patent application under Collaboration
                  Patent Rights; or

         (e)      Senomyx designs or uses an assay which tests the presence or
                  absence of the SNP(s) at a particular position in a sequence;

         provided, however that if Senomyx and/or a Senomyx Affiliate has
         independently discovered, developed and/or acquired from a Third Party
         (in each case without use of Incyte Technology and as documented by
         Senomyx, and/or a Senomyx affiliate's, tangible records generated at
         the time of such discovery, development


                                       7
<PAGE>


         or acquisition) the same sequence information and/or other information
         with respect to a specific Gene Product as is contained in the
         LifeSeq-Registered Trademark- Database Products, Senomyx and Senomyx
         Affiliates' use or disclosure of such independently discovered,
         developed or acquired information shall not constitute "Use By
         Senomyx".

         The use of a cDNA Clone or DNA Sequence Information by Senomyx as an
         array element on a gene expression microarray for internal use by
         Authorized Personnel of Senomyx and Senomyx Affiliates will not require
         establishing such cDNA Clones or DNA Sequence Information as Designated
         Gene Products unless and until the time that the subsequent use of such
         cDNA Clone or DNA Sequence Information would qualify under any of the
         activities under (b) to (d) above.

         The use of Database Information contained in the LifeSeq-Registered
         Trademark- Gold Database Product(s) to search for putative homologs to
         a given sequence will not trigger a license to, or establish such DNA
         Sequence Information as, a Designated Gene Product except and until the
         time that the subsequent use of such DNA Sequence Information would
         qualify under any of the activities under (b) to (d) above.

         "ZOOSEQ-TM- DATABASE: shall mean Incyte's proprietary database of
         Annotation Information and DNA Sequence Information derived from
         non-human cells and tissues of pharmacological and toxicological
         interest.

2.0      DATABASE.

2.1      LIFESEQ-Registered Trademark- DATABASE PRODUCT(S). Commencing on the
         Effective Date, Incyte will provide Senomyx access to the
         LifeSeq-Registered Trademark- Database Product(s) at the Installation
         Site in accordance with the terms and conditions of this Agreement.

2.2      DATABASE SECURITY PLAN. Senomyx shall implement a Database Security
         Plan and Incyte shall have the right to require changes to the Database
         Security Plan only to the extent reasonably necessary to enable Incyte
         to verify Senomyx's compliance with the terms of this Agreement.

2.3      USE RESTRICTIONS AND SECURITY REQUIREMENTS.

         2.3.1    OWNERSHIP. Senomyx hereby acknowledges that (a) Incyte has
                  expended significant resources and efforts to develop the
                  LifeSeq-Registered Trademark- Database Product(s) and the
                  Database Information, (b) the LifeSeq-Registered Trademark-
                  Database Product(s) are a highly valuable and confidential
                  assets, and are the principal product of Incyte, (c) Incyte is
                  willing to grant Senomyx access to the LifeSeq-Registered
                  Trademark- Database Product(s) in reliance upon the agreement
                  by Senomyx that it shall protect the LifeSeq-Registered
                  Trademark- Database Product(s) from unauthorized disclosure or
                  use at the Installation Site and (d) the LifeSeq-Registered
                  Trademark- Database Product(s) at all times during the term of
                  this Agreement shall remain, the sole and exclusive property
                  of Incyte.


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<PAGE>


         2.3.2    DESIGNATED CPU'S AT THE INSTALLATION SITES. The
                  LifeSeq-Registered Trademark- Database Product(s) shall only
                  be installed at the Installation Site on the hard disk of a
                  designated computer or file server whereby multiple
                  workstation(s) may not contain copy(ies) of the
                  LifeSeq-Registered Trademark- Database Product(s) installed on
                  the workstation hard disk(s). A second copy of the
                  LifeSeq-Registered Trademark- Database Product(s) may be kept
                  at the Installation Site on the same computer or file server
                  provided that this copy is used only to install and test new
                  versions and releases of the LifeSeq-Registered Trademark-
                  Database Product(s). A copy of the LifeSeq-Registered
                  Trademark- Database Product(s) may be installed at the
                  Installation Site on another computer or file server as a
                  back-up in the event that the primary computer fails. Under no
                  circumstances will the LifeSeq-Registered Trademark- Database
                  Product(s), be installed in a manner which would allow
                  unauthorized access (e.g. Third Party(ies') access via the
                  Internet). All other database access is prohibited.

         2.3.3    PERMITTED USE.

                  (a)      Senomyx shall have the right to use the
                           LifeSeq-Registered Trademark- Database Product(s)
                           solely for Senomyx's own internal use by authorized
                           personnel of Senomyx at the Installation Site(s) in
                           secure work facilities of Senomyx in accordance with
                           the terms and conditions of this Agreement and the
                           Database Security Plan.

                  (b)      Senomyx shall not disclose or transfer Database
                           Information which would constitute Incyte Know-How,
                           or any portion thereof, to any Third Party, except
                           for Database Information and corresponding cDNA
                           Clone(s) specifically regarding a Designated Gene
                           Product and in each event solely in accordance with
                           the provisions of Sections 2.3.3(c), 2.3.4 and 5.2.

                  (c)      Solely for purposes of system integration and/or to
                           facilitate data analysis and relational analysis
                           (e.g. extraction of DNA Sequence Information for
                           homology analysis by Senomyx of search algorithms),
                           Senomyx will have the right to reproduce, adapt,
                           modify and prepare derivative works based upon the
                           LifeSeq-Registered Trademark- Database Product(s)
                           ("Modifications") solely for internal use by Senomyx
                           in its research and development programs.
                           Modifications shall be kept in confidence in the same
                           manner as, and shall be subject to the same terms and
                           conditions as apply to, the LifeSeq-Registered
                           Trademark- Database Product(s). Incyte shall have no
                           obligations to support any such Modifications.
                           Senomyx shall not acquire by reason of this
                           Subsection (c) any ownership of the
                           LifeSeq-Registered Trademark- Database Product(s),
                           any portions thereof or any title or rights therein.
                           Senomyx shall not distribute copies of, or provide
                           access to, any Modifications to any Third Party
                           without the prior written approval of Incyte.


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<PAGE>


                  (d)      Except as expressly set forth herein, or as otherwise
                           agreed by Incyte in writing, Senomyx shall not
                           reproduce, adapt, modify, prepare derivative works
                           based upon or distribute copies (in whatever form
                           whether tangible or intangible, by any means
                           whatsoever whether now known or hereafter invented)
                           of the LifeSeq-Registered Trademark- Database
                           Product(s), including any substantial portion of the
                           Database Information from any field of the database.

         2.3.4    DESIGNATED GENE PRODUCT(S). Pursuant to an escrow agreement to
                  be attached hereto, such escrow agreement which shall
                  incorporate the provisions of the Escrow Provisions specified
                  in Exhibit X, Senomyx shall deposit into escrow the identity
                  of each Gene Product in Use or Used by Senomyx in the conduct
                  of research and development or other such use of a Gene
                  Product in accordance with the terms and conditions of this
                  Agreement. Senomyx shall then have the right to use, disclose
                  and transfer Database Information specifically regarding such
                  Designated Gene Product, including to Senomyx Affiliates,
                  academic and Third Party collaborators, licensees,
                  governmental agencies or offices or otherwise for use in the
                  discovery, research, development and/or commercialization of
                  F&F Products, subject to the appropriate terms and conditions
                  of this Agreement, including Article 5. Any use of Database
                  Information not in accordance with the above is expressly
                  prohibited.

         2.3.5    RECORDS. Senomyx shall maintain records of access to and use
                  of the LifeSeq-Registered Trademark- Database Product(s) and
                  the Database Information, sufficient to enable Senomyx and
                  Incyte to determine, and monitor compliance with, their
                  respective rights and obligations under this Agreement (e.g.
                  laboratory notebooks and such other records as are customary
                  for documenting research and product development activities).
                  No more than once a year unless as otherwise agreed in
                  writing, at the request and the expense of Incyte, upon at
                  least forty-five (45) days' prior notice, Senomyx shall permit
                  an agent appointed by Incyte and acceptable to Senomyx to
                  examine these records solely to the extent necessary to verify
                  the fulfillment of Senomyx's obligations under this Agreement,
                  provided that such agent has entered into a suitable
                  confidentiality agreement with Senomyx. Incyte's agent shall
                  only report to Incyte the results of such examination (i.e.,
                  whether or not Senomyx is in compliance with its obligations
                  under this Agreement), and shall not disclose to Incyte any of
                  Senomyx's Confidential Information provided to it or to which
                  it may have access during the conduct of the examination.

         2.3.6    LOSS, THEFT, UNAUTHORIZED DISCLOSURE OR USE. Senomyx shall
                  promptly notify Incyte of any loss, theft or unauthorized
                  disclosure or use of the LifeSeq-Registered Trademark-
                  Database Product(s) or the Database Information which comes to
                  Senomyx's attention.


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<PAGE>


2.4      TRAINING.

         2.4.1    At times mutually acceptable to Incyte and Senomyx, Incyte
                  shall provide Senomyx with two (2) days of training services
                  at Incyte's training facility in Palo Alto, California,
                  regarding the use of the LifeSeq-Registered Trademark-
                  Database Product(s). Senomyx may designate not more than
                  twelve (12) employees, unless mutually agreed upon by the
                  parties, to attend such training at Incyte. Each party shall
                  bear all accrued and out-of-pocket expenses of its employees
                  related to the training services.

         2.4.2    At times mutually acceptable to Incyte and Senomyx after the
                  Effective Date, Incyte shall provide Senomyx with two (2) days
                  of training services at the Installation Site, regarding the
                  use of the LifeSeq-Registered Trademark- Database Product(s).
                  The number of employees to receive such training shall be in
                  the reasonable discretion of Senomyx. Each party shall bear
                  all accrued and out-of-pocket expenses of its employees
                  relating to the training services.

         2.4.3    In addition to Sections 2.4.1 and 2.4.2 above, Incyte shall
                  provide Senomyx with such additional training services in such
                  manner and upon such terms and conditions as Incyte makes
                  generally available to comparable subscribers to the
                  LifeSeq-Registered Trademark- Database Product(s).

2.5      SUPPLY OF cDNA CLONES.

         2.5.1    At any time for a period of [...***...] years from the
                  Effective Date, upon written request of Senomyx, and subject
                  to the grant of license rights pursuant to Sections 3.1.1 and
                  3.1.2, Incyte shall provide Senomyx with up to [...***...]
                  isolated cDNA clones available from Incyte's cDNA clone
                  repository from the LifeSeq-Registered Trademark- Database
                  Product(s) which are Gene Product(s) [...***...] under the
                  terms and conditions (excluding payment) below.

         2.5.2    SUPPLY OF cDNA CLONES. At any time for a period of [...***...]
                  years from the Effective Date, upon the written request of
                  Senomyx and subject to the grant of license rights as
                  described in Sections 3.1.1 and 3.1.2, Incyte shall provide
                  Senomyx with [...***...] isolated cDNA Clones from the
                  LifeSeq-Registered Trademark- Database Product(s) which are
                  Gene Products under the following terms and conditions:

                  Shipments usually occur within twelve (12) business days of
                  the receipt of the order. For this service, a fee of
                  [...***...] per verified clone will be payable. If the clone
                  cannot be verified, there is no charge and Senomyx may request
                  an alternative clone, or request that Incyte attempt to
                  sequence and verify a clone, at a cost of [...***...] per
                  clone. Nonetheless, although Incyte shall use professional
                  skill and care in its efforts, the results of any such attempt
                  will be provided on an "AS IS" basis and there

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       11
<PAGE>


                  will be no refund if Incyte remains unsuccessful in obtaining
                  a verified clone.

                  Senomyx agrees to submit any payments due within thirty (30)
                  days from receipt of invoice from Incyte in reasonably
                  detailed form regarding such clone supply.

                  Senomyx agrees that all cDNA Clone(s) are provided to Senomyx
                  on a nonexclusive basis and subject to any license(s) granted
                  under Article 3.0.

2.6      At any time for a period of [...***...] years from the Effective Date,
         Incyte shall provide to Senomyx, on Senomyx request, commercially
         available updates to the LifeSeq-Registered Trademark- Database
         Products, provided that such updates are made available by Incyte to
         other commercial customers. Senomyx shall pay Incyte [...***...] per
         update.

2.7      For a period of [...***...] following the Effective Date Senomyx may
         purchase a [...***...] subscription to the LifeSeq-Registered
         Trademark- Gold Database for [...***...] development for [...***...]
         per year, under then current terms and conditions, including without
         limitation license maintenance fees, milestones and royalties.

3.0      LICENSE GRANTS.

3.1      FLAVORS AND FRAGRANCE FIELD OF USE.

         3.1.1    LICENSES UNDER INCYTE TECHNOLOGY - GENE PRODUCTS. Incyte
                  grants to Senomyx and Senomyx Affiliate(s) a [...***...]
                  worldwide, non-exclusive license under the Incyte Technology,
                  with respect to Designated Gene Products in the Flavor and
                  Fragrance Field of Use to discover, develop, make, have made,
                  use, sell, have sold, distribute and have distributed F&F
                  Product(s): provided however, that such grant does not include
                  the right to sell Gene Product(s).

         3.1.2    LICENSES UNDER COLLABORATION PATENT RIGHTS - SENOMYX. Incyte
                  grants to Senomyx and Senomyx Affiliate(s) a [...***...]
                  worldwide, exclusive, sublicensable right and license (with a
                  right to sublicense) under Incyte's rights to Collaboration
                  Patent Rights in the Flavor and Fragrance Field of Use to
                  discover, develop, make, use, sell and distribute F&F
                  Product(s): provided however, that such grant does not include
                  the right to sell Gene Product(s).

         3.1.3    LICENSES UNDER COLLABORATION PATENT RIGHTS - INCYTE. Senomyx
                  grants to Incyte and Incyte Affiliate(s) a [...***...]
                  worldwide, exclusive sublicensable right and license under
                  Senomyx's rights under Collaboration Patent Rights in all
                  fields of use except for the Flavor and Fragrance Field of Use
                  for all purposes except to discover, develop, make, use, sell
                  and distribute F&F Product(s).

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       12
<PAGE>


3.2      No grant of right to sublicense rights to Database Information,
         Designated Gene Product(s) and the Incyte Technology relating thereto
         in the Research Field of Use, including without limitation
         identification, research and/or development of Drug Product(s),
         Antisense Product(s), Therapeutic Product(s) or Diagnostic Product(s),
         is provided by Incyte to Senomyx herein.

3.3      BROKERAGE. The Parties agree that brokerage of Database Information or
         Incyte Technology by Senomyx is not permitted. Therefore, except for
         Senomyx's right to use Database Information under this Agreement to
         discover and provide F&F Products to a Third Party(ies), Incyte
         explicitly withholds from this Agreement the right by Senomyx to use or
         offer to use Database Information in the conduct of Senomyx's
         activities, as a service provider to a Third Party(ies) for the benefit
         of Senomyx or such Third Party(ies) (e.g. for corporate R&D
         collaborations with pharmaceutical or biotechnology companies or as a
         direct competitor to Incyte offering subscriptions to pharmaceutical or
         biotechnology companies).

3.4      LIMITED EXCLUSIVITY TO SENOMYX. Incyte agrees, in consideration for the
         covenant in Section 3.5, that it will not [...***...]. It is understood
         by the Parties that, with respect to licenses to new customers under
         Incyte Technology, [...***...]. On or before [...***...], at Senomyx's
         request, Senomyx and Incyte shall negotiate in good faith a payment
         under which Incyte will agree not to [...***...].

3.5      LIMITED EXCLUSIVITY TO INCYTE. Senomyx agrees, in consideration for the
         covenant in Section 3.4, that it will not [...***...]. On or before the
         [...***...], at Incyte's request, Senomyx and Incyte shall negotiate in
         good faith a payment under which Senomyx will agree [...***...].

4.0  SCHEDULE OF PAYMENTS.

4.1      Payment for the LifeSeq-Registered Trademark- Database Product(s) at
         the Installation Site shall be [...***...].

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       13
<PAGE>


4.2      SHIPPING. Senomyx shall pay, for its own account, any shipping,
         freight, mailing expenses and the like payable to third parties not
         affiliated with Incyte and arising out of obtaining tangible materials
         under this Agreement and the transactions contemplated herein.

4.3      PAYMENTS AND TAXES. Unless otherwise provided in this Agreement,
         Senomyx agrees to submit payments for services and materials provided
         by Incyte within thirty (30) days from receipt of invoice. All payments
         hereunder shall be made by bank wire transfer in immediately available
         funds to such account as Incyte shall designate in writing from time to
         time. All payments by Senomyx to Incyte under this Agreement shall be
         paid from a Senomyx account in a banking institution located in the
         United States.

         Senomyx shall pay, or reimburse Incyte, as appropriate, and indemnify
         Incyte against any sales, use, value added/ad valorem, surtax and
         personal property taxes, customs duties, registration fees and the like
         arising out of the provision of services and materials by Incyte to
         Senomyx under this Agreement. All turnover taxes, income taxes, gross
         revenues and profits taxes, and other taxes based on Incyte's income
         (other than those covered by the preceding sentence) levied on account
         of the royalties, milestone payments, license fees and other payments
         accruing to Incyte under this Agreement shall be paid by Incyte.

         The payments to be made by Senomyx under Section 4.1 include amounts
         attributable to such items as training manuals and the electronic media
         used for data transfer (e.g. CD's). Payments attributable to such items
         and the clone transfer fees provided for under Section 2.5.2 are or may
         be subject to sales tax.

4.4      INCYTE STOCK PURCHASE. Within ten (10) days following the Effective
         Date, Incyte will purchase and Senomyx will issue Six Million,
         Five-Hundred Nineteen Thousand, Nine Hundred Sixty Dollars ($6,519,960)
         of Senomyx Series D preferred stock pursuant to the Stock Purchase
         Agreements (attached as Exhibit D).

5.0      CONFIDENTIALITY AND PUBLICATION.

5.1      CONFIDENTIALITY. The Parties acknowledge that during the course of this
         Agreement they will each receive from the other information which is
         proprietary, confidential and of commercial value to the disclosing
         Party. For purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall
         mean scientific, technical or business information belonging to the
         disclosing Party, which the disclosing Party marks "Confidential" if
         disclosed in writing, or which the disclosing Party identifies as
         confidential at the time of any visual or oral disclosure and promptly
         confirms in writing to have been confidential. Except to the extent
         expressly authorized by this Agreement, Incyte agrees that, from the
         Effective Date and for [...***...] and Senomyx agrees that from the
         Effective Date and [...***...] thereafter the receiving Party shall
         keep confidential and shall not publish or otherwise disclose and shall
         not use for any purpose (except those expressly

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       14
<PAGE>


         permitted under this Agreement) any Confidential Information furnished
         to it by the other Party pursuant to this Agreement, and regardless of
         the medium on which it is provided, including know-how, except to the
         extent that it can be established by the receiving Party by competent
         proof that such information:

                  (a)      was already known to the receiving Party, other than
                           under an obligation of confidentiality, at the time
                           of disclosure by the other Party;

                  (b)      was generally known to the public or otherwise part
                           of the public domain at the time of its disclosure to
                           the receiving Party;

                  (c)      became generally available to the public or otherwise
                           part of the public domain after its disclosure other
                           than through any act or omission of the receiving
                           Party in breach of this Agreement;

                  (d)      was subsequently lawfully disclosed to the receiving
                           Party by a Third Party having no confidentiality
                           obligations to the disclosing Party with respect
                           thereto;

                  (e)      was independently discovered or developed by the
                           receiving Party without the use of the other Party's
                           Confidential Information, and such independent
                           discovery or development can be documented by the
                           receiving Party's tangible records created at the
                           time of such independent development.

         Each Party may disclose the other's Confidential Information to the
         extent such disclosure is reasonably necessary in (i) filing and
         prosecuting patent applications, and maintaining patents, (ii)
         prosecuting or defending litigation or (iii) filings pursuant to
         federal securities laws. However, prior to disclosure of the other
         Party's Confidential Information the disclosing Party will give
         reasonable advance notice to the other Party, will only disclose the
         minimum Confidential Information necessary, and will use reasonable
         efforts to secure confidential treatment of such Confidential
         Information.

         It is understood that patent applications are filed with the
         expectation and intention that such applications will, upon publication
         of the applications and/or issuance of the resulting patents, result in
         the publication or public accessibility of all information disclosed in
         the underlying application and prosecution documents; provided,
         however, that publication of such Information shall not affect either
         Party's ongoing` obligations to the other Party with respect to
         Information not so disclosed.

5.2      DISCLOSURE; THIRD PARTY ACCESS. Senomyx agrees that the
         LifeSeq-Registered Trademark- Database Product(s) provided hereunder
         will be for its internal use only and subject to all the terms and
         provisions of Article 5 of this Agreement. Incyte recognizes that
         Senomyx, in the normal course of business, utilizes consultants and
         commercial enterprises who are bound by a contractual obligation to
         Senomyx, including an


                                       15
<PAGE>


         obligation of confidentiality to Senomyx. Senomyx may disclose
         Confidential Information of Incyte to such consultants, academic
         collaborators and commercial enterprises in the context of the
         disclosure of Senomyx's own scientific results or the conduct of its
         work within the scope of the licenses granted herein, provided,
         however, that:

         (i)      Senomyx has obtained a written obligation of confidentiality
                  and appropriate use restrictions no less restrictive than
                  those set forth herein and provided that such third party
                  shall not further disclose Confidential Information; and

         (ii)     any such disclosure of Confidential Information which includes
                  the transfer of biological materials shall be subject to a
                  written materials transfer agreement which protects the
                  intellectual property rights of Incyte and Senomyx as set
                  forth herein, such agreement to include customary provisions
                  regarding scope of work, publication, protection of
                  proprietary subject matter and ownership of inventions; such
                  provisions to include:

                  (a)      that the third party shall use such biological
                           materials and DNA Sequence Information for the sole
                           benefit of Senomyx; and

                  (b)      that the third party shall neither have the right to
                           file patent application(s) and retain rights or
                           retain any rights to know-how, inventions or
                           discoveries resulting from the use of the Incyte DNA
                           Sequence Information or Incyte biological materials;
                           and

                  (c)      that Incyte proprietary DNA Sequence Information
                           remains the sole and exclusive property of Incyte.

         (iii)    a deposit in escrow has been made prior to disclosure in
                  accordance with this Agreement.

5.3      Senomyx shall not be permitted to publish or disclose the contents of
         LifeSeq-Registered Trademark- Database Product(s), Database Information
         or any Incyte software or hardware configurations, at any time without
         the express written consent of Incyte.

5.4      Confidential Information of either Party shall not be published or
         disclosed in any form without the written authorization of the other
         Party except as expressly provided for under this Article 5.

6.0      INTELLECTUAL PROPERTY.

6.1      INCYTE RIGHTS. Incyte retains all rights it has to the Collaboration
         Patent Rights, Incyte Technology, LifeSeq-Registered Trademark-
         Database Product(s), and Database Information (including, without
         limitation, Full Length Clones or Full Length Contigs) and no licenses
         are granted herein except for those expressly provided in Section 3.1.


                                       16
<PAGE>


         SENOMYX RIGHTS. Senomyx retains all rights it has to the Collaboration
         Patent Rights, Senomyx Patent Rights and Senomyx Sequences. Subject to
         the grant of licenses under Article 4, Senomyx shall retain all
         intellectual property rights in and to any F&F Product(s), and
         inventions so claiming, discovered or developed by Senomyx and no
         licenses are granted herein except for those expressly provided in
         Section 3.1.

6.2      COLLABORATION PATENT RIGHTS.

         6.2.1    For [...***...] from the Effective Date, for Gene Product(s)
                  which are [...***...] homologous to Senomyx Sequences
                  ("Senomyx Homologs"), Incyte will provide Senomyx with the
                  identity and complete sequence of those Senomyx Homologs for
                  which Incyte has filed patent applications and which claim
                  composition of matter of the Senomyx Homologs within the later
                  of (i) [...***...] after the Effective Date or (ii)
                  [...***...] after such patent application was filed. Senomyx
                  shall have [...***...] from the time of such disclosure to
                  select such patent(s) to be included in the Collaboration
                  Patent Rights.

         6.2.2    For [...***...] from the Effective Date, Senomyx agrees to
                  provide Incyte with the identity and complete sequence of any
                  Gene Product(s) generated by Senomyx, its consultants or
                  academic or commercial collaborators, in each case, within two
                  (2) weeks of the earlier of the identification of the full
                  length sequence of the Gene Product(s) or the filing of a
                  patent application on such Gene Product(s). For any such Gene
                  Product for which Senomyx has not filed a patent application
                  within [...***...] of obtaining the full length sequence,
                  Incyte shall have the right to file on such Gene Product(s)
                  and Senomyx shall provide Incyte with the full length sequence
                  for such Gene Product and any such patent and/or patent
                  application filed by Incyte shall be included in Incyte Patent
                  Rights.

         6.2.3    Subject to the grant of licenses under Section 3.1, Senomyx
                  and Incyte shall co-own all intellectual property rights and
                  title and interest in Collaboration Patent Rights.

6.3      COLLABORATION PATENT RIGHTS. The out of pocket costs of filing,
         maintaining and prosecuting Collaboration Patent Rights shall be borne
         by [...***...]. For the Collaboration Patent Rights provided under
         Section 6.2.1, [...***...].

         The Parties undertake that they shall do all things which are
         reasonably necessary or desirable to establish, maintain and assert any
         rights or interest of the Parties in Collaboration Patent Rights,
         including the execution of all documents necessary or desirable so that
         title or other rights can be established and maintained and so that any
         patent filings permitted hereunder can be made, prosecuted and
         maintained. Such actions shall include cooperative efforts as
         reasonable to obtain protection for such Gene Products in Collaboration
         Patent

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       17
<PAGE>


         Rights, to the mutual benefit of both Parties, taking into account the
         nature of the invention(s) and the state of the law in the respective
         jurisdictions, including reasonable commercial efforts to file a
         letters patent directed to each such Gene Product.

         Senomyx will consult with Incyte as to the preparation, filing,
         prosecution and maintenance of Collaboration Patent Rights, and will
         provide copies of all such patent applications to Incyte for review, at
         least thirty (30) days prior to filing, and will consult with Incyte
         regarding filing strategy, including but not limited to types of claims
         to be filed and countries in which such patent applications are to be
         filed.

         If Senomyx decides to abandon any claimed subject matter, in all
         countries or in one or more specific countries, it will provide
         reasonable notification to Incyte prior to taking any such action and
         Incyte will have the right to assume sole control over the prosecution
         and maintenance of such claimed subject matter at Incyte's expense. All
         such patent rights shall thereinafter be Incyte Patent Rights.

6.4      FREEDOM FROM SUIT: RESEARCH FIELD. With respect to composition of
         matter or use claims directed to Gene Product(s) owned or controlled by
         Senomyx, Senomyx agrees not to sue or bring any action in any court or
         administrative agency or any other government authority alleging
         infringement of said patents as a result of activities of Incyte,
         Incyte Affiliates or (sub)licensee(s) in the Research Field of Use and
         in the F&F Field of Use which would constitute an infringement of said
         patents, and further, Senomyx agrees to extend such freedom from suit
         or action to further (sub)licensee(s) of Incyte, its affiliates,
         licensees or other subscribers of LifeSeq-Registered Trademark-
         Database Product(s). The foregoing freedom from suit provisions shall
         only apply with respect to such parties which have executed an
         agreement which contains a provision with substantially similar rights
         to Incyte, its affiliates, licensees and subscribers with respect to
         any similar patents rights of said affiliate, (sub)licensee or
         subscriber.

6.5      RESEARCH TOOLS, DIAGNOSTICS AND DATABASE PRODUCTS OR SERVICES. With
         respect to composition of matter or use claims directed to Gene
         Product(s) owned or controlled by Senomyx, Senomyx agrees not to sue or
         bring any action in any court or administrative agency or any other
         government authority alleging infringement of said patents as a result
         of activities of Incyte, Incyte Affiliates or (sub)licensees with
         respect to commercialization of Diagnostic Product(s), research tools
         or database products or services, including without limitation
         microarray-based research tools or database products or services, by
         Incyte affiliates, which would constitute an infringement of said
         patents, and further, Senomyx agrees to extend such freedom from suit
         or action to further (sub)licensee(s)s of Incyte, its affiliates or
         licensees with respect to commercialization of research tools or
         database products or services.

         Senomyx will provide Incyte with a list of the serial numbers of all
         issued patents or published patent applications ("Senomyx Patent
         Information") containing composition of matter or use claims directed
         to Gene Products(s) which were


                                       18
<PAGE>


         considered Incyte Know-How at the time of Use by Senomyx, and not
         already Known to Senomyx as of the Effective Date. Such list will be
         updated by Senomyx on a monthly basis. Incyte will make Patent
         Information accessible to all licensees and subscribers which have
         executed an agreement which contains a provision which grants
         substantially similar rights to Incyte, its affiliates, licensees and
         subscribers with respect to any similar patents rights of said
         affiliate, sublicensee or subscriber.

6.6      THIRD PARTY PATENTS. Subject to the warranties made hereunder as to
         each Party's knowledge of any Third Party rights that may be infringed
         by the use of the LifeSeq-Registered Trademark- Database Product(s) and
         Database Information as contemplated herein, the Parties acknowledge
         that, in order to discover, develop, and/or commercialize one or more
         Gene Products, they may require licenses under Third Party patent
         rights or such other rights, and it is hereby agreed that it shall be
         each Party's responsibility to satisfy itself as to the need for such
         licenses and, if necessary, to obtain such licenses. To the extent that
         Senomyx obtains any such Third Party licenses, it shall have no
         obligation to grant any sublicense or other rights to Incyte or any
         Third Party with respect thereto.

7.0      TERM; TERMINATION.

7.1      TERM: TERMINATION AT FULL TERM. This Agreement shall commence as of the
         Effective Date and continue unless terminated as provided below.

7.2      BREACH. Material failure by either Party to comply with any of its
         obligations under this Agreement shall entitle the other Party to give
         to the Party in default, written notice specifying the nature of the
         default and requiring it to cure such default. If such default is not
         cured within [...***...], or in the case of default under payment
         obligations, [...***...], after the receipt of such notice, the
         notifying Party shall be entitled, without prejudice to any of its
         other rights conferred on it by this Agreement, in addition to any
         other remedies available to it by law or in equity, immediately to
         terminate this Agreement by giving notice to the other Party. The right
         of a Party to terminate this Agreement, as hereinafter provided, shall
         not be affected in any way by its waiver or failure to take action with
         respect to any previous default.

7.3      ACCRUED RIGHTS SURVIVING OBLIGATIONS. Termination or relinquishment of
         this Agreement for any reason shall be without prejudice to any rights,
         which shall have accrued to the benefit of either Party prior to such
         termination. Upon any termination of this Agreement, the following
         provisions will not terminate, but will continue in full force and
         effect: 5 (confidentiality), 6 (intellectual property), 8
         (representations/warranties), 9 (indemnity), 10 (miscellaneous) and
         Exhibit X (Escrow).

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       19
<PAGE>


8.0      REPRESENTATIONS AND WARRANTIES; COVENANTS.

8.1      REPRESENTATIONS AND WARRANTIES.

         Each Party represents and warrants to the other Party that:

                  (a)      it is a corporation or entity duly organized and
                           validly existing under the laws of the state or other
                           jurisdiction of incorporation or formation;

                  (b)      it has the corporate power and authority and the
                           legal right to enter into this Agreement and to
                           perform its obligations hereunder;

                  (c)      the execution and delivery of this Agreement and the
                           performance by such Party of the transactions
                           contemplated hereby have been duly authorized by all
                           necessary corporate action of such Party; and

                  (d)      the execution, delivery and performance of this
                           Agreement by such party does not require the consent,
                           approval or authorization of, or notice, declaration,
                           filing or registration with, any governmental or
                           regulatory authority and the execution, delivery or
                           performance of this Agreement by such party does not
                           violate any law, rule or regulation applicable to
                           such party.

8.2      INCYTE'S REPRESENTATIONS Incyte hereby represents, warrants and
         covenants to Senomyx that to the best of Incyte's knowledge, as of the
         Effective Date it is the owner, or licensee (with the right to grant
         sublicenses), of the Incyte Patent Rights and Incyte Know-How, and no
         other person, corporate or other private entity, or governmental entity
         or subdivision thereof, has or shall have any claim of an ownership
         interest with respect to those Incyte Patent Rights and Incyte
         Know-How, whatsoever.

         For purposes of this Section 8.2, the term "to the best of Incyte's
         knowledge" shall mean in each case Incyte's best knowledge without
         undertaking any special investigation with respect to such subject
         matter beyond the scope of those diligent investigations normally
         performed by Incyte in its ordinary course of business operations.

8.3      NO CONFLICTING AGREEMENTS. Neither Party has in effect and after the
         Effective Date neither Party shall enter into any oral or written
         agreement or arrangement that would conflict with its obligations under
         this Agreement. Incyte acknowledges that it has not, as of the
         Effective Date, entered into an Incyte Proprietary Program solely in
         the Flavors and Fragrance Field of Use.

8.4      COMPLIANCE WITH LAW. Each Party shall be responsible for compliance
         with all applicable product safety, product testing, product labeling,
         package marking,


                                       20
<PAGE>


         and product advertising laws and regulations with respect to its own
         activities. Further, Senomyx and Incyte shall each comply with the
         regulations of the United States and any other relevant nation
         concerning any export or other transfer of technology, services, or
         products.

8.5      DISCLAIMERS.

         (a) EXCEPT AS EXPLICITLY STATED HEREIN, NOTHING IN THIS AGREEMENT SHALL
         BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY INCYTE THAT
         ANY PATENT WILL ISSUE BASED UPON ANY PENDING PATENT APPLICATION WITHIN
         THE INCYTE PATENT RIGHTS, THAT ANY PATENT WITHIN THE INCYTE PATENT
         RIGHTS THAT HAS ISSUED OR ISSUES WILL BE VALID, OR THAT THE USE OF ANY
         LICENSE GRANTED HEREUNDER OR THAT THE USE OF ANY INCYTE PATENT RIGHTS
         WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.
         INCYTE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SENOMYX's
         USE OF THE INFORMATION TO BE PROVIDED TO IT HEREUNDER. EXCEPT AS
         EXPLICITLY STATED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
         WARRANTIES OF MERCHANTABILITY, NOVELTY OR FITNESS OF GENE PRODUCTS OR
         DATABASE INFORMATION FOR ANY PARTICULAR PURPOSE, ARE EXCLUDED. INCYTE
         MAKES NO WARRANTY THAT THE DATABASE INFORMATION DOES NOT CONTAIN
         ERRORS. LIKEWISE, SENOMYX MAKES NO REPRESENTATIONS OR WARRANTIES WITH
         RESPECT TO THE INFORMATION PROVIDED BY SENOMYX HEREUNDER EXCEPT AS
         EXPLICITLY STATED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
         WARRANTIES OF MERCHANTABILITY, NOVELTY OR FITNESS OF SENOMYX SEQUENCES,
         OR COLLABORATIVE GENE PRODUCTS FOR ANY PARTICULAR PURPOSE, ARE
         EXCLUDED.

         (b) EXCEPT AS EXPLICITLY STATED HEREIN NEITHER PARTY WILL BE LIABLE FOR
         CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE ARISING FROM SUCH
         PARTY'S ACTIVITIES UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS
         LIMITATION SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATION OF SUCH PARTY
         UNDER SECTION 9.2 BELOW FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES
         RECOVERED BY A THIRD PARTY.

9.0      INDEMNITY.

9.1      INDEMNIFICATION BY SENOMYX. Senomyx shall indemnify, defend and hold
         Incyte harmless from and against any and all losses, liabilities,
         damages and expenses (including reasonable attorneys' fees and costs)
         as a result of claims, demands, actions or other proceedings which may
         be made or instituted by a Third Party against any of them arising out
         of (i) [...***...], (ii) [...***...]

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       21
<PAGE>


         [...***...], (iii) [...***...] or (iv) [...***...], except to the
         extent such losses, liabilities, damages and expenses (including
         reasonable attorney's fees and costs) resulted from the gross
         negligence, recklessness or intentional misconduct of Incyte.

9.2      INDEMNIFICATION BY INCYTE. Incyte shall indemnify, defend and hold
         Senomyx harmless from and against any and all losses, liabilities,
         damages and expenses (including reasonable attorneys' fees and costs)
         as a result of claims, demands, actions or proceedings which may be
         made or instituted by a Third Party against any of them arising out of
         (i) [...***...], (ii) [...***...], (iii) [...***...], or (iv)
         [...***...] except to the extent such losses, liabilities, damages and
         expenses (including reasonable attorney's fees and costs) resulted from
         the gross negligence, recklessness or intentional misconduct of
         Senomyx.

9.3      PROCEDURE. A Party that intends to claim indemnification under this
         Article 9 (the "INDEMNITEE") shall promptly notify the indemnifying
         Party (the "INDEMNITOR") of any loss, liability, damage, expense,
         claim, demand, action or other proceeding in respect of which the
         Indemnitee or any of its affiliates intend to claim such
         indemnification, and the Indemnitor shall have the right to participate
         in, and, to the extent the Indemnitor so desires, jointly with any
         other Indemnitor similarly noticed, to assume the defense thereof with
         counsel selected by the Indemnitor and reasonably satisfactory to the
         Indemnitee; provided, however, that the Indemnitee shall have the right
         to retain its own counsel, with the fees and expenses to be paid by the
         Indemnitee. The indemnity provisions in this Article 9 shall not apply
         to amounts paid in settlement of any loss, liability, damage, expense,
         claim, demand, action or other proceeding if such settlement is
         effected without the consent of the Indemnitor, which consent shall not
         be withheld unreasonably. The failure to deliver notice to the
         Indemnitor within a reasonable time after the commencement of any such
         action, if prejudicial to the Indemnitor's ability to defend such
         action, shall relieve such Indemnitor of any liability to the
         Indemnitee under this Article 9, but the omission so to deliver notice
         to the Indemnitor will not relieve it of any liability that it may have
         to any Indemnitee otherwise than under this Article 9. The Indemnitor
         may not settle the action or otherwise consent to an adverse judgment
         in action or other proceeding that materially diminishes the rights or
         interests of the Indemnitee without the express written consent of the
         Indemnitee. The Indemnitee under this Article 9 and its employees and
         agents, shall cooperate fully with the

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       22
<PAGE>


Indemnitor and its legal representatives in the investigation of any action,
claim or liability covered by this indemnification.

10.0     MISCELLANEOUS PROVISIONS.

10.1     NO PARTNERSHIP. Nothing in this Agreement is intended or shall be
         deemed to constitute a partnership, agency, distributorship,
         employer-employee or joint venture relationship between the Parties. No
         Party shall incur any debts or make any commitments for the other,
         except to the extent, if at all, specifically provided herein.

10.2     ASSIGNMENT BY INCYTE. Incyte may not assign any of its rights or
         obligations hereunder except: [...***...].

10.3     ASSIGNMENT BY SENOMYX. Senomyx may not assign any of its rights or
         obligations hereunder except: [...***...].

         [...***...]

         In no event will Senomyx's LifeSeq-Registered Trademark- Database
         Product(s) access rights, or access to Gene Products be assignable to a
         successor or permitted assign if Incyte's obligations thereunder would
         increase materially as a result of the assignment (e.g. by having to
         service additional sites, or where Incyte would incur a material
         increase in expenses and/or services over those provided to Senomyx
         hereunder).

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       23
<PAGE>


10.4     This Agreement shall be binding, upon the successors and permitted
         assigns of the Parties. Any assignment not in accordance with the above
         shall be void. To the extent that any assignment by Senomyx hereunder
         would directly result in an increase in any withholding taxes for which
         Incyte is responsible under this Agreement, Senomyx shall be
         responsible for such additional taxes.

10.5     NO TRADEMARK RIGHTS. Except as otherwise provided herein, no right,
         express or implied, is granted by this Agreement to use in any manner
         the names "Incyte" or "Senomyx", or any other trade name or trademark
         of Incyte or Senomyx or their affiliates in connection with the
         performance of this Agreement.

10.6     PUBLIC ANNOUNCEMENTS. Except as may otherwise be required by law or
         regulation, neither Party shall make any public announcement concerning
         this Agreement or the subject matter hereof without the prior consent
         of the other Party, such consent will not be unreasonably withheld. If
         this Agreement is determined to be material to the business of either
         Party so that its disclosure is required by law or regulation, the
         other Party shall have the right to review and comment of the text of
         the disclosure prior to its release to the public.

10.7     ENTIRE AGREEMENT OF THE PARTIES; AMENDMENTS. This Agreement between the
         Parties of even date herewith constitute and contain the entire
         understanding and agreement of the Parties and cancels and supersedes
         any and all prior negotiations, correspondence, representations,
         understandings and agreements, whether verbal or written, between the
         Parties respecting the subject matter hereof. No waiver, modification
         or amendment of any provision of this Agreement shall be valid or
         effective unless made in writing and signed by a duly authorized
         officer of each of the Parties.

10.8     APPLICABLE LAW. This Agreement shall be governed by and interpreted in
         accordance with the laws of the State of California, without reference
         to the conflicts of law principles thereof. The parties expressly
         exclude application of the United Nations Convention for the
         International Sale of Goods.

10.9     NOTICES AND DELIVERIES. Any notice, requests, delivery, approval or
         consent required or permitted to be given under this Agreement shall be
         in writing and shall be deemed to have been sufficiently given if
         delivered in person, transmitted by commercial overnight courier, or
         transmitted by telex telegram or telecopy (facsimile, with confirmed
         receipt) to the Party to whom it is directed at its address shown below
         or such other address as such Party shall have last given by notice to
         the other Party (referred to herein as "notice"). All notices shall be
         effective upon receipt.

                  If to Incyte, addressed to:
                           Incyte Genomics, Inc.
                           3160 Porter Drive
                           Palo Alto, CA  94304
                           Attn: Roy Whitfield, Chief Executive Officer


                                       24
<PAGE>


                  If to Senomyx, addressed to:
                           Senomyx, Inc.
                           11099 N. Torrey Pines Road
                           La Jolla, CA, 92037
                           Attn:    Vice President, Corporate Counsel
                                    With a copy to the President

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

10.11    FORCE MAJEURE. Force Majeure shall mean an Act of God, flood, fire,
         explosion, earthquake, strike, lockout, casualty or accident, war,
         civil commotion, act of public enemies, blockage or embargo, or any
         injunction, law, order, proclamation, regulation, ordinance, demand or
         requirement of any government or any subdivision, authority
         representative thereof, or the inability to procure or use materials,
         labor, equipment, transportation or energy sufficient to meet
         manufacturing needs without the necessity of allocation, or any other
         cause whatsoever, whether similar or dissimilar to those enumerated
         above, which are beyond the reasonable control of such Party, which the
         Party affected has used its reasonable best efforts to avoid, and which
         prevent, restrict or interfere with the performance by a Party of its
         obligations hereunder. The Party affected by Force Majeure shall give
         notice to the other Party promptly in writing and whereupon shall be
         excused from those obligations hereunder, to the extent of such
         prevention, restriction or interference, provided that the affected
         party shall use its commercially reasonable efforts to overcome, avoid
         or remove such cause(s) of non-performance and shall continue
         performance whenever such cause(s) is removed with all possible speed.
         Nothing herein shall be deemed to require any party to settle on terms
         unsatisfactory to such party with regard to any strike, lock-out or
         other labor difficulty, any investigation or proceeding by any public
         authority or any litigation by any Third Party. Nothing in this Section
         10.11 shall in any way diminish the representations of a Party made
         pursuant to this Agreement.

10.12    Senomyx covenants and agrees that for a period of [...***...] after the
         Effective Date, Senomyx shall not [...***...]. The Parties acknowledge
         that Senomyx has executed a term sheet for [...***...] providing for
         [...***...] to which this Section 10.12 does not apply.

                                               *CONFIDENTIAL TREATMENT REQUESTED

                                       25
<PAGE>


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the Effective Date.


INCYTE GENOMICS, INC.


By:
         --------------------------------------------

Name:
         --------------------------------------------

Title:
         --------------------------------------------

Date:
         --------------------------------------------



SENOMYX, INC.

By:
         --------------------------------------------

Name:
         --------------------------------------------

Title:
         --------------------------------------------

Date:
         --------------------------------------------


                                       26
<PAGE>


                                    EXHIBIT B
                                SENOMYX SEQUENCES

[...***...]






                                               *CONFIDENTIAL TREATMENT REQUESTED


                                       27
<PAGE>

                                   EXHIBIT E
                               LIST OF COMPANIES

[...***...]






                                               *CONFIDENTIAL TREATMENT REQUESTED



                                      28
<PAGE>


EXHIBIT X

ESCROW PROVISIONS

The parties agree to the following access monitoring mechanisms intended to
document the use of Database Information by Senomyx and the reporting of such
use to an Escrow Agent under an Escrow Agreement, which such agreement shall
contain the following provisions;

1. Incyte will release to its customers, including Senomyx, routine issues of
the LifeSeq-Registered Trademark- Database Product(s) including sequence data on
a suitable machine-readable medium (Magneto Optical Disk, Tape or CD-ROM) and in
a generally available format acceptable to Senomyx. These releases are
transferred typically on a monthly basis to Senomyx via express courier or
similar secure means and documented by courier's written receipt.

2. A copy of each release will be deposited with the Escrow Agent by Incyte.

3. During the Access Term, Senomyx will promptly report to the Escrow Agent the
clone numbers of Gene Product(s) in Use or Used By Senomyx, and not Known to
Senomyx, in the conduct of research and development or other such use of a Gene
Product along with the date of such use. This information shall be transferred
to the Escrow Agent via electronic mail using a public key cryptography system
acceptable to Senomyx. Senomyx agrees to provide to Incyte, typically on a
monthly basis, a report of the number (count) of Gene Product(s) escrowed,
PROVIDED, HOWEVER, that such reports shall not include the specific clone
numbers corresponding thereto, or otherwise identify the specific Gene
Product(s) used.

4. The Escrow Agent will copy the encrypted information onto a Magneto Optical
disk, Tape or CD-ROM, recorded with date and time of deposit. A back-up will be
maintained in a fire-proof safe. Incyte and Senomyx will be notified of a log of
deposits made but not of the content of the deposits.

5. Incyte may, from time to time, request from Senomyx an accounting of those
clone numbers deposited in escrow corresponding to Gene Product(s) which are
considered subject to the license grant(s) of Article 3.0. Senomyx shall have
thirty (30) days to respond to Incyte's request. If Incyte is not satisfied with
the response, an agent appointed by Incyte and acceptable to Senomyx may examine
the Escrow files corresponding to the Gene Product in accordance with the
provisions of Section 2.3.5.

6. The fees of the Escrow Agent will be borne by Incyte.


                                       29