<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                (AMENDMENT NO. 1)

                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

     [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                                  EXCHANGE ACT

        FOR THE TRANSITION PERIOD FROM _______________ TO _______________

                        COMMISSION FILE NUMBER 000-30469

                              deCODE GENETICS, INC.

             (Exact Name of Registrant as Specified in Its Charter)


<TABLE>
<S>                                                  <C>

            Delaware                                                04-3326704
(State or Other Jurisdiction of                      (I.R.S. Employer Identification No.)
 Incorporation or Organization)

</TABLE>



                        STURLUGATA 8, REYKJAVIK, ICELAND

                    (Address of Principal Executive Offices)

                                  +354-570-1900
              (Registrant's Telephone Number, Including Area Code)

Indicate by check whether the registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant is required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes X No __

The aggregate number of shares of the registrant's common stock outstanding on
April 1, 2002 was 53,515,391 shares of common stock $.001 par value (including
8,362,893 shares of common stock which the former shareholders of MediChem Life,
Inc. ("MediChem") have the right to receive under the terms of the Agreement and
Plan of Merger, dated as of January 7, 2002, by and between deCODE genetics,
Inc., Saga Acquisition Corp. and MediChem).
<PAGE>
                                EXPLANATORY NOTE


       This Form 10-Q/A is being filed for the purpose of amending and restating
Part I, Items 1 and 2 and Part II, Items 5 and 6 of deCODE genetics, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, as filed
with the Securities and Exchange Commission on May 15, 2002, to reflect the
restatement of deCODE's consolidated financial statements as of and for the
quarter ended March 31, 2002. The information in this Form 10-Q/A does not
reflect any subsequent information or events other than the restatement. The
only changes to deCODE's previously filed Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002 relate to the restatement.

<PAGE>
                              deCODE GENETICS, INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                          Page Number
<S>                                                                       <C>

PART I. FINANCIAL INFORMATION ........................................         2

Item 1. Financial Statements .........................................         2

        Condensed Consolidated Statements of Operations for the
          three months ended March 31, 2002 and 2001 .................         2

        Condensed Consolidated Balance Sheets as of March 31, 2002
          and December 31, 2001 ......................................         3

        Condensed Consolidated Statements of Cash Flows for the
          three months ended March 31, 2002 and 2001 .................         4

        Notes to Condensed Consolidated Financial Statements .........         5

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations ....................................        11

Item 3. Quantitative and Qualitative Disclosures about Market Risk ...        17


PART II. OTHER INFORMATION ...........................................        18

Item 1. Legal proceedings ............................................        18

Item 2. Changes in Securities and Use of Proceeds ....................        19

        (c) Recent sales of unregistered securities ..................        19

        (d) Use of proceeds ..........................................        19

Item 5. Other Information ............................................        19

        Risk factors .................................................        19

Item 6. Exhibits and Reports on Form 8-K .............................        29

        (a) Exhibits .................................................        29

        (b) Reports on Form 8-K ......................................        30

Signatures ...........................................................        31

Certifications .......................................................        32

Index to Exhibits ....................................................        33

</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                              deCODE GENETICS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (AS RESTATED)
               (in thousands, except share and per share amounts)
                                   Unaudited



<TABLE>
<CAPTION>


                                                                                FOR THE THREE MONTHS ENDED MARCH 31,
                                                                                ------------------------------------
                                                                                      2002                  2001
                                                                                      ----                  ----
<S>                                                                             <C>                    <C>

REVENUE ......................................................................   $      5,258          $      5,033

OPERATING EXPENSES

  Research and development, including cost of revenue ........................         18,842                16,781
  Selling, general and administrative ........................................          3,302                 3,004
                                                                                 ------------          ------------
          Total operating expense ............................................         22,144                19,785
                                                                                 ------------          ------------
Operating loss ...............................................................        (16,886)              (14,752)
Interest income ..............................................................            862                 2,620
Interest expense .............................................................           (274)                 (106)
Other non-operating income and (expense), net ................................             98                  (416)
                                                                                 ------------          ------------
Net loss before cumulative effect of change
  in accounting principle ....................................................        (16,200)              (12,654)
Cumulative effect of change in
  milestone revenue recognition method .......................................            333                     0
                                                                                 ------------          ------------
Net Loss .....................................................................   $    (15,867)         $    (12,654)
                                                                                 ============          ============

Basic and diluted net loss per share:

  Net loss before cumulative effect of change
    in accounting principle ..................................................   $      (0.37)         $      (0.31)
  Cumulative effect of change in
    milestone revenue recognition method .....................................           0.01                  --
  Net Loss ...................................................................          (0.36)                (0.31)

Shares used in computing basic and diluted
   net loss per share ........................................................     43,471,256            41,195,297


Pro forma amounts assuming new milestone revenue recognition method is applied
  retroactively:

  Revenue ....................................................................                         $      4,491
  Net Loss ...................................................................                              (13,196)
  Basic and diluted net loss per share .......................................                                (0.32)

</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.



                                       2


<PAGE>

                              deCODE GENETICS, INC.
               CONDENSED CONSOLIDATED BALANCE SHEETS (AS RESTATED)
                      (in thousands, except share amounts)
                                   Unaudited



<TABLE>
<CAPTION>

                                                                             MARCH 31,   DECEMBER 31,
                                                                              2002          2001
                                                                              ----          ----

<S>                                                                         <C>          <C>

ASSETS
Current assets:

  Cash and cash equivalents .............................................   $ 147,145    $ 153,061
  Restricted cash .......................................................           0       14,000
  Receivables and other current assets ..................................      18,576       19,273
                                                                            ---------    ---------
          Total current assets ..........................................     165,721      186,334
Property and equipment, net .............................................      93,008       61,208
Goodwill ................................................................      61,081            0
Other long-term assets and deferred charges .............................       9,918        2,358
                                                                            ---------    ---------
          Total assets ..................................................   $ 329,728    $ 249,900
                                                                            =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses .................................   $  20,361    $  21,165
  Current portion of capital lease obligations
    and long-term debt ..................................................      19,400        7,427
  Deferred research revenue .............................................       5,539        6,147
                                                                            ---------    ---------
          Total current liabilities .....................................      45,300       34,739
Capital lease obligations and long-term
  debt, net of current portion ..........................................      39,617       38,851
Deferred research revenue ...............................................       6,225        5,150
Other long-term liabilities .............................................           7          427

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $0.001 par value;
     Authorized: 6,716,666 shares
     Issued and outstanding: none .......................................           0            0
  Common stock, $0.001 par value;
     Authorized: 60,000,000 shares;
     Issued:  53,515,391 and 45,328,227 shares
     at March 31, 2002 and December 31, 2001,
     respectively;
     Outstanding: 53,515,391 and 45,257,386 shares
     at March 31, 2002 and December 31, 2001,
     respectively .......................................................          54           45
  Additional paid-in capital ............................................     431,479      351,960
  Notes receivable ......................................................      (8,580)     (10,788)
  Deferred compensation .................................................      (5,263)      (6,174)
  Accumulated deficit ...................................................    (179,068)    (163,201)
  Accumulated other comprehensive income (loss) .........................         (43)          53
  Treasury stock ........................................................           0       (1,162)
                                                                            ---------    ---------
          Total stockholders' equity ....................................     238,579      170,733
                                                                            ---------    ---------
          Total liabilities, and
             stockholders' equity .......................................   $ 329,728    $ 249,900
                                                                            =========    =========
</TABLE>


The accompanying notes are an integral part of the condensed consolidated
financial statements.

                                       3
<PAGE>

                              deCODE GENETICS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (AS RESTATED)
                                 (in thousands)
                                   Unaudited




<TABLE>
<CAPTION>

                                                     FOR THE THREE MONTHS ENDED MARCH 31,
                                                     ------------------------------------
                                                            2002               2001
                                                            ----               ----
<S>                                                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .........................................     $     (15,867)     $     (12,654)
Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization .................             2,854              2,050
   Purchased in-process research and development .               480                  0
   Equity in net earnings of affiliate ...........                18                (30)
   Amortization of deferred stock compensation ...               906              1,162
   Other stock-based remuneration and
      stock contributions ........................                 0                 53
   Charges for write-down of obsolete and excess
      materials and supplies .....................               950                498
   Loss on disposal of equipment .................                 0                787
   Unrealized gain on derivative financial
      instruments.................................              (254)                 0
   Other .........................................               316                  0
Changes in operating assets and liabilities:

  Receivables and other current assets ...........             3,163              4,700
  Accounts payable and accrued expenses ..........            (7,839)             3,066
  Deferred research revenue ......................               467               (542)
  Other long-term liabilities ....................              (672)               (36)
                                                        -------------      -------------
     Net cash used in operating activities .......           (15,478)              (946)
                                                        -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment ............            (5,202)           (20,746)
   Cash acquired in purchase of MediChem, net
     of transaction costs ........................             2,115                  0
                                                       -------------      -------------
     Net cash used in investing activities .......            (3,087)           (20,746)
                                                       -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from financing of building ............            14,160                  0
  Repayment of notes receivable for common stock .                44                103
  Installment payments on capital lease
    obligations ..................................            (1,555)              (429)
                                                       -------------      -------------
     Net cash provided by (used in)
     financing activities ........................            12,649               (326)
                                                       -------------      -------------

Net decrease in cash .............................            (5,916)           (22,018)
Cash and cash equivalents at beginning of period .           153,061            194,145
                                                       -------------      -------------
Cash and cash equivalents at end of period .......     $     147,145      $     172,127
                                                       =============      =============

</TABLE>



The accompanying notes are an integral part of the condensed consolidated
financial statements.




                                       4
<PAGE>
                              deCODE GENETICS, INC.


       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AS RESTATED)
   (in thousands, except share and per share amounts unless otherwise noted)


THE COMPANY

References in this report to deCODE and "we" and "us" refer to deCODE genetics,
Inc., a Delaware company, and deCODE genetics, Inc.'s wholly owned subsidiary,
Islensk erfoagreining ehf., an Icelandic company registered in Reykjavik, and
its subsidiaries Encode ehf., deCODE Cancer ehf. and Vetrargardurinn ehf. as
well as deCODE genetics, Inc.'s wholly owned subsidiary, MediChem Life Sciences,
Inc., a Delaware corporation, and its subsidiaries MediChem Research, Inc.,
ThermoGen, Inc., Emerald BioStructures, Inc., Advanced X-Ray Analytical
Services, Inc. and MediChem Management, Inc.

deCODE is a genomics and health informatics company which applies and develops
modern informatics to collect and analyze data about the Icelandic population in
order to develop products and services for the healthcare industry. deCODE was
founded in 1996 in Reykjavik, Iceland, where its primary operations take place.

In March 2002, deCODE completed the acquisition of MediChem Life Sciences, Inc.
(MediChem) in a stock-for-stock exchange accounted for as a purchase
transaction. The acquisition gives deCODE capabilities in chemistry and
structural proteomics that will be used in the implementation of its strategy of
turning its targets identified by applying population genomics to common
diseases into novel drugs for the market. Originally founded in 1987, MediChem
provides contract chemistry research services specializing in chemical synthesis
for new drug discovery and development for the global pharmaceutical,
biotechnology, agricultural, chemical and personal care industries.

BASIS OF PRESENTATION


The condensed consolidated financial statements included herein have been
prepared by deCODE, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The condensed balance sheet as of December 31, 2001 has
been derived from the audited financial statements as of that date, but does not
include all disclosures required by generally accepted accounting principles.
deCODE believes the disclosures included in the condensed consolidated financial
statements when read in conjunction with the financial statements and the notes
thereto included in deCODE's Annual Report on Form 10-K/A are adequate to make
the information presented not misleading.



The condensed consolidated financial statements have been prepared on the same
basis as the annual financial statements with the exception of the change in
accounting principle relating to deCODE's method of milestone revenue
recognition (see REVENUE RECOGNITION AND DEFERRED REVENUE) and, in the opinion
of management, reflect all adjustments, which include only normal recurring
adjustments, necessary for a fair presentation of deCODE's financial position,
results of operations and cash flows for the periods presented. The results of
operations for the three month periods ended March 31, 2002 and 2001 are not
necessarily indicative of the results that may be expected for any other interim
period or for the full fiscal year.



RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

deCODE has restated its consolidated financial statements for the three-month
period ended March 31, 2002. The principal adjustments are discussed below.

Revenue Matters. In the fourth quarter of 2002, deCODE terminated and entered
into a related settlement agreement with Applied Biosystems Group (ABG) in
connection with two agreements between the parties that had been in place since
July 2001. In connection with this termination, deCODE reassessed its previously
reported accounting for its the Joint Development and Commercialization
Agreement (the Agreement) with ABG to develop genotypic analysis products and
has determined that revenue related to ABG's payment obligation and deCODE's
development costs associated with the Agreement should be deferred until the
development efforts are completed or the Agreement is terminated, if earlier.
This resulted in a reduction of revenues of $5.4 million and $8.2 million and
costs of $0.3 and $0.5 million previously reported in 2001 and through the first
three quarters of 2002, respectively, and a reduction of revenues and costs of
$4.2 million and $0.3 million, respectively, previously reported for the
three-months ended March 31, 2002. The resulting deferred revenue and costs of
$6.3 million and $0.8 million at September 30, 2002, respectively, were
recognized in the fourth quarter of 2002 when the parties reached agreement as
to termination. deCODE's previous accounting for the Agreement was to record
revenue according to a percentage of completion model, where revenues were
recognized on the basis of the estimated percentage of work completed in a given
reporting period as compared to the total estimated work required under the
Agreement. Contract costs were previously expensed as incurred.

At the same time, deCODE reached agreement with ABG as to the termination of its
Reagent Supply Agreement which required deCODE to make certain minimum purchases
on a quarterly basis. Settlement of the Reagent Supply Agreement had no impact
on deCODE's consolidated financial results.

Results Per Share. deCODE has restated its basic and diluted net loss per share
for the three-month period ended March 31, 2002 to correct its treatment of
restricted shares that have an associated outstanding non-recourse promissory
notes. These shares were previously included in the determination of weighted
shares outstanding for purposes of calculating basic and diluted loss per share
to the extent they were vested. To the extent a promissory note received upon
issuance of restricted shares is outstanding, the shares are excluded from
weighted average shares outstanding. The impact of excluding all relevant
restricted shares reduces the number of weighted shares outstanding and
therefore increases the loss per share.


Other. deCODE has corrected its accounting for swaps and certain other minor
items, the impact of which is an increase in net loss for the three-months ended
March 31, 2002 of $0.7 million.

The following table presents the impact of the restatements on a condensed basis
(in thousands, except share and per share amounts):

<TABLE>
<CAPTION>
Consolidated Statement of Operations Data - For the Three-Months Ended March 31, 2002
<S>                                                                     <C>              <C>            <C>
                                                                        AS PREVIOUSLY                            AS
                                                                             REPORTED      ADJUSTMENT      RESTATED
                                                                          -----------    ------------   -----------
Revenue                                                                   $     9,486    $    (4,228)   $     5,258
Operating expenses                                                             21,445            699         22,144
Operating loss                                                                 11,959          4,927         16,886
Net loss                                                                       11,194          4,673         15,867

Basic and diluted net loss per share                                             0.24           0.12           0.36
Shares used in computing basic and diluted net loss per share              46,073,358     (2,602,102)    43,471,256

Consolidated balance sheet as of March 31, 2002

Total current assets                                                      $   176,094    $   (10,373)   $   165,721
Total assets                                                                  338,789         (9,061)       329,728
Total current liabilities                                                      45,243             57         45,300
Stockholders' equity                                                          247,861         (9,282)       238,579
Total liabilities and stockholders' equity                                    338,789         (9,061)       329,728
</TABLE>



PRINCIPLES OF CONSOLIDATION

The unaudited condensed consolidated financial statements include the accounts
and operations of deCODE genetics, Inc. and its wholly owned subsidiaries,
Islensk erfoagreining ehf. and its subsidiaries, and MediChem Life Sciences,
Inc. and its subsidiaries. Historically, deCODE has conducted all of its
operations through Islensk erfoagreining. No dividends have been paid by this
subsidiary. All significant intercompany accounts and transactions are
eliminated upon consolidation. Investments in which deCODE has significant
influence, but does not control, are accounted for using the equity method.

USE OF ESTIMATES

The preparation of the unaudited condensed consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.

REVENUE RECOGNITION AND DEFERRED REVENUE


Revenues from research and development collaboration agreements are recorded and
recognized in accordance with the applicable performance requirements and terms
of the respective contracts, generally either (i) as contract research costs are
incurred, usually ratably over the period of effort, (ii) according to the
percentage of completion method of contract accounting based on the ratio of
contract research costs incurred to expected total costs, or (iii) upon the
achievement of substantive milestones. Funding payments are not refundable in
the event that the related efforts are not successful. Non-refundable, up-front
payments are deferred and recognized on a straight-line basis over the contract
term. Contracted chemistry services revenue from negotiated rate contracts are
recognized on a per diem basis as services are rendered or on the percentage of
completion method based on the ratio of costs incurred to expected total costs
for fixed fee contracts based upon the terms of the underlying contract. Any
losses on contracts are provided for when they are determinable. Included in
revenue are billings to customers for the cost of materials purchased by deCODE.




                                       5
<PAGE>

Prior to January 1, 2002, deCODE recorded all milestone payments received when
acknowledgement of having achieved applicable performance requirements was
received from the collaborator and recognized milestone payments as revenue on a
retrospective basis over the contractual term of the underlying agreement.
deCODE believes the milestone payment method to be a preferable method in
recognizing revenue for milestone payments made under particular contracts in
that it more closely relates to the underlying activity that results in the
revenue-generating milestone event under such contracts. Effective January 1,
2002, deCODE changed its method of recognizing milestone revenue to the
milestone payment method for contracts where (i) the milestone event is
substantive, (ii) there is substantial effort involved in achieving the
milestone, (iii) the milestone payment amount is commensurate with the magnitude
of the related achievement, and (iv) the associated follow-on revenue streams
bear a reasonable relationship to one another. Revenue under the milestone
payment method is recorded and recognized when acknowledgement of having
achieved applicable performance requirements is received from the collaborator.
As before, milestone payments without the above characteristics are recognized
on a retrospective basis over the contractual term of the underlying agreement.


The cumulative effect of the change in accounting principle on prior years
results ($333) is included in income in the quarter ended March 31, 2002. Had
the retrospective basis of milestone revenue recognition been continued for the
three-month period ended March 31, 2002, revenue, net loss and basic and diluted
net loss per share would have been $5.6 million, $(15.9) million and $(0.36),
respectively.


In general, prerequisites for billings are established by contractual terms
including predetermined payment schedules, the achievement of contract
milestones, or submission of appropriate billing detail. Revenue recorded
represents amounts billed in accordance with contractual terms. Unbilled costs
and fees arise when revenue has been recognized but customers have not been
billed. Contractual payments due to deCODE are recorded as deferred revenue
until earned. The following is a summary of deferred revenue:
 <TABLE>
<CAPTION>

                                                                MARCH 31,
                                                       -------------------------
                                                       2002                 2001
                                                       ----                 ----
                                                             (in thousands)
<S>                                                 <C>                  <C>

Revenue recorded during the period ended.........   $     6,058          $     4,491
Revenue recognized during the period ended.......        (5,258)              (5,033)
Cumulative effect of change in
  milestone revenue recognition policy...........          (333)                   0
                                                    -----------          -----------
                                                            467                 (542)
Deferred revenue at beginning of period..........        11,297                4,405
                                                    -----------          -----------
Deferred revenue at end of period................   $    11,764          $     3,863
                                                    ===========          ===========

</TABLE>

Revenue for the three month periods ended March 31, 2002 includes $83 in
services provided to Prokaria, a related party.

STOCK-BASED COMPENSATION AND REMUNERATION

Stock-based compensation represents the expense charged in the statements of
operations relating to employee and non-employee stock options granted.
Stock-based remuneration represents the expense charged in the statements of
operations relating to shares of stock issued to non-employees in exchange for
services provided. Stock-based compensation and remuneration are included in the
condensed consolidated statements of operations in the following captions:
<TABLE>
<CAPTION>

                                      FOR THE THREE MONTHS ENDED MARCH 31,
                                      ------------------------------------
                                         2002                       2001
                                         ----                       ----
                                                    (in thousands)
<S>                                   <C>                          <C>

Research and development expense .          $582                   $  833
General and administrative expense           324                      330
                                            ----                   ------
          Total ..................          $906                   $1,163
                                            ====                   ======
</TABLE>

                                       6
<PAGE>

In addition, general and administrative expenses in the three-month period ended
March 31, 2001 include a charitable contribution of 5,000 shares of common stock
amounting to $53.

In March 2002, deCODE granted options to purchase 673,417 shares of common stock
to employees under the 1996 Equity Incentive Plan (the "Plan"), including
options to purchase 577,917 shares of common stock to employees in connection
with the acquisition of MediChem. As of March 31, 2002, 297,122 shares were
available for grant under the Plan.

In March 2002, 20,508 shares of deCODE common stock were issued to employees.
Compensation related to these shares has been expensed in December 2001 and is
included in accrued expenses at December 31, 2001.

COMPUTATION OF NET LOSS PER COMMON SHARE

Basic net loss per share is computed using net loss available to common
stockholders and the weighted-average number of common shares outstanding. The
weighted-average number of common shares outstanding during the period is the
number of shares determined by relating the portion of time within a reporting
period that common shares have been outstanding to the total time in that
period.

Diluted net loss per share is computed using the weighted-average number of
`common shares outstanding during the period, plus the dilutive effect of
potential common shares. Diluted net loss per share does not differ from basic
net loss per share in all periods presented as potential common shares are
antidilutive for all such periods and are, therefore, excluded from the
calculation. Potential common shares excluded from the calculation of diluted
net loss per share as their inclusion would have been antidilutive were:



<TABLE>
<CAPTION>

                                                      MARCH 31,            MARCH 31,
                                                        2002                  2001
                                                    ------------          ------------
                                                      (SHARES)              (SHARES)
<S>                                                 <C>                   <C>
Warrants to purchase shares of common stock.....     2,001,300             1,167,500
Options to purchase shares of common stock......     2,573,878             1,221,000
Restricted shares with an associated outstanding
  non-recourse promissory note..................     3,315,416             3,509,882
</TABLE>


COMPREHENSIVE INCOME (LOSS)

Comprehensive income generally represents all changes in stockholders' equity
except those resulting from investments or contributions by stockholders.
Amounts reported in other comprehensive income include foreign currency
translation adjustments and gains and losses on derivative financial instruments
designated and effective as part of a foreign cash-flow hedge transaction. The
following table presents the calculation of comprehensive income:



<TABLE>
<CAPTION>

                                       FOR THE THREE MONTHS ENDED MARCH 31,
                                       ------------------------------------
                                           2002                   2001
                                           ----                   ----
                                                 (in thousands)
<S>                                    <C>                   <C>

Net loss .........................     $    (15,867)         $    (12,654)
Other comprehensive income (loss):
     Foreign currency translation               (96)                   40
                                       ------------          ------------
Total comprehensive income (loss)      $    (15,963)         $    (12,614)
                                       ============          ============

</TABLE>



ACQUISITION OF MEDICHEM LIFE SCIENCES, INC.

Under the terms of the merger agreement, MediChem shareholders received
0.3099 shares of newly issued deCODE common stock in exchange for each MediChem
share of common stock, or 8,362,893 shares of deCODE common stock. In addition,
options to purchase shares of MediChem common stock that vested immediately upon
consummation of the merger have been assumed by deCODE, resulting in the
issuance of 577,917 options to purchase deCODE common stock. Under the terms of
the merger agreement, deCODE will also grant a further 136,352 deCODE stock
options to certain employees of MediChem under the 1996 Equity Incentive Plan.



                                       7
<PAGE>

The total consideration for the acquisition was approximately $86.1 million,
which consists of deCODE common stock issued in exchange for outstanding
MediChem common stock ($79.7 million), MediChem employee stock options assumed
($2.3 million) and estimated deCODE transaction costs ($4.1 million). deCODE's
common stock issued in the exchange has been valued using an average price for
the period from three days before to three days after the date the proposed
merger was announced. The fair value of options to be assumed is estimated using
the Black-Scholes method. The terms of MediChem's outstanding stock options
provided that the options fully vested upon a change of control; that is, there
were no unvested options upon consummation of this merger. deCODE's direct
transaction costs consist primarily of financial advisory, legal and accounting
fees.

Under the purchase method of accounting for business combinations as defined by
Statement of Financial Accounting Standard No. 141, "Business Combinations",
deCODE has preliminarily allocated the purchase price to the tangible and
identifiable intangible assets acquired and liabilities assumed on the basis of
their estimated fair values on the acquisition date. Based upon independent
valuations of the tangible and intangible assets acquired, deCODE has
preliminarily allocated the total cost of the acquisition to the net assets of
MediChem as follows:


<TABLE>
<Caption>
                                                             (in millions)
<S>                                                              <C>
Net tangible assets acquired................................     $18.7
In-process research and development.........................       0.5
Identifiable intangible assets..............................       5.8
Goodwill....................................................      61.1
                                                                 -----
                                                                 $86.1
                                                                 =====
</TABLE>


Net tangible assets acquired include net working capital of $2.3 million,
property and equipment of $28.9 million and debt of $14.0 million. The
in-process research and development has been charged to operations as a research
and development expense in the three-month period ended March 31, 2002.
Intangible assets of MediChem identified include developed technology, patents,
customer and other contracts and agreements that have estimated useful lives
ranging from three to ten years. The aggregate amortization charge for these
identifiable intangibles recorded in the MediChem acquistion is estimated to
amount to approximately $1.2 million annually. Resulting goodwill will not be
amortized but will be subject to annual impairment testing. Goodwill is also not
tax-deductible.

deCODE's statement of operations include the results of MediChem from March 18,
2002, the date of acquisition. MediChem's revenues (all of which were earned in
the United States) and net loss included in deCODE's consolidated statement of
operations for the three-month period ended March 31, 2002 were $0.8 million and
$0.2 million, respectively. Total assets of MediChem, including goodwill and
identifiable intangible assets recorded upon acquisition, amounted to
approximately $104 million as of March 31, 2002.


The following unaudited pro forma financial information presents the
consolidated results of deCODE as if the acquisition of MediChem occurred at the
beginning of 2001. Nonrecurring charges, such as the acquired in-process
research and development charge of $0.5 million, are not reflected in the
following pro forma financial information but MediChem's restructuring and
impairment charges totaling $45,535 in 2001 are included. This pro forma
information is not intended to be indicative of future operating results.




<TABLE>
<CAPTION>

                                                   FOR THE THREE MONTHS ENDED MARCH 31,
                                                   ------------------------------------
                                                       2002                      2001
                                                       ----                      ----
                                                  (in millions, except per share amounts)
<S>                                                <C>                          <C>

Total revenues...................................      $ 9.4                    $11.2
Net loss.........................................      (19.7)                   (15.1)
Basic and diluted net loss per share.............      (0.39)                   (0.30)
</TABLE>


RECENT COLLABORATIONS

Pharmacia. In December 2001, deCODE formed a pharmacogenomics alliance with
Pharmacia Corporation (Pharmacia) to identify the role of genetics in the
development of advanced forms of heart disease. Under the amended and restated
agreement, deCODE will receive contract fees in exchange for employing its
population resources and Clinical Genome Miner discovery system to find genetic
markers that can be used to identify patients who are highly predisposed to
progressing from an early to an advanced form of heart disease.

F.Hoffman-La Roche. In January 2002, deCODE and Roche entered into a new
Collaboration and Cross-License Agreement. This new, three-year alliance
leverages deCODE's expanding capabilities in drug discovery into developing
novel treatments for common diseases. Under this new alliance, Roche will
provide research funding for a minimum of the next two years for deCODE to
conduct downstream research in a selection of four diseases, with the goal of
using the targets identified to discover and develop new therapeutic compounds
and to take these compounds into clinical trials. Also, deCODE may receive
development and regulatory approval milestone payments for therapeutic drug
compounds developed pursuant to the agreement as well as royalties on Roche's
sales of drugs developed under the agreement. Additionally, deCODE may pay Roche
royalties should deCODE develop and market drugs for certain common diseases.



                                       8
<PAGE>

DEBT

In December 2001, deCODE established a $27.5 million bridge loan with an
Icelandic financial institution to finance the construction of its new
headquarters facility. The borrowings under the bridge loan were repaid in
January and March 2002 with the proceeds from deCODE's Tier A $13.5 million bond
offering, Tier C $7.3 million offering of privately placed bonds and Tier D $6.7
bank loan.

The Tier A bonds are denominated in Icelandic krona and are linked to the
Icelandic Consumer Price Index. The principal amount is payable annually
beginning December 2002. The Tier A bonds bear annual interest of 8.5% that is
payable annually beginning December 2002. The Tier C bonds are denominated in
Icelandic krona and are linked to the Icelandic Consumer Price Index. The
principal amount is payable in March 2007. The Tier C bonds bear annual interest
of 12.0% that is payable beginning March 2003.

The Tier D bank loan is denominated in U.S. dollars. The principal amount is
payable in March 2007. The Tier D bank loan bears annual interest of three-month
LIBOR plus 6.0% that is payable quarterly beginning June 2002. Tier C bonds may
be prepaid at each interest payment date and the Tier D bank loan may be prepaid
on the anniversary date of the loan starting December 2003.

Concurrently, deCODE entered into a cross-currency swap as an economic hedge
against foreign exchange rate fluctuations that may occur on the Tier C bonds.
This contract with a face amount of $7.3 million expires in March 2007 and bears
annual interest of twelve-month LIBOR plus 6%.

In connection with the Tier C bonds and the Tier D bank loan, deCODE issued a
warrant giving the holder the right to purchase a total of 933,800 shares of
deCODE common stock at $15.00 per share, as adjusted. The warrants expire in
March 2007 and convert into shares of deCODE common stock automatically in the
event the market value of a share of deCODE common stock should exceed $24.00
for thirty consecutive days of trading. A portion of the proceeds from the Tier
C bonds and the Tier D bank loan has been allocated to the warrant ($0.7
million) and recorded to additional paid-in capital. The resulting discount on
the Tier C bonds and the Tier D bank loan is being amortized to interest through
March 2007.

As of March 31, 2002, deCODE's mortgage loan on its facility in Woodridge,
Illinois ($11.8 million) is classified as a current liability and in April 2002
the loan was repaid in its entirety. As of May 14, 2002, deCODE is in the
process of re-financing the Woodridge facility.


DERIVATIVE FINANCIAL INSTRUMENTS



During the normal course of business, deCODE is exposed to foreign currency
risk and interest rate risk. These risks can create volatility in earnings and
cash flows from period to period. deCODE's objective is to reduce volatility of
earnings and cash flows associated with market risks. Derivative instruments
held by the Company are used for hedging and non-speculative purposes. As of
March 31, 2002, deCODE had entered into two cross-currency swaps for purposes of
managing certain of these risks.



deCODE seeks to maintain a desired level of floating-rate debt with respect to
its overall debt portfolio denominated in U.S. Dollars. To this end, deCODE
uses interest rate and cross-currency swaps to manage interest rate and foreign
currency risk arising from long-term debt obligations denominated in Icelandic
krona. These interest rate and cross-currency swaps with a combined notional
amount of 2,100 million Icelandic krona are designated as economic hedges of
fixed rate foreign currency debt (Tier A and Tier C bonds), but do not qualify
for hedge accounting under SFAS 133. The estimated fair value of these
instruments is included in other long-term assets ($750) as of March 31, 2002.
The resulting unrealized gain for the three month period ending March 31, 2002
($254) is included in other non-operating income and (expense), net in the
Consolidated Statements of Operations.



The fair value of derivative instruments is sensitive to movements in the
underlying market rates and variables. deCODE monitors the fair value of
derivative instruments on a periodic basis. Fair values are estimated for each
derivative using common market valuation methods with reference to available
market data as of the balance sheet date.


LITIGATION

In January 2000, Thorsteinn Jonsson and Genealogia Islandorum hf., the alleged
holders of copyrights to approximately 100 books of genealogical information,
commenced an action against deCODE in the District Court of Reykjavik in
Iceland. They allege that deCODE's genealogy database infringes their copyrights
and seek damages in the amount of approximately 616 million Icelandic kronas and
a declaratory judgment to prevent deCODE from using the allegedly infringing
data. deCODE believes the suit is without merit and intends to defend this
action vigorously; however, the ultimate resolution of this matter cannot yet be
determined.

In February 2000, Mannvernd, an organization known as the Association of
Icelanders for Ethics in Science and Medicine, issued a press release announcing
its intention to file lawsuits against the State of Iceland and any other
relevant parties, including deCODE, to test the constitutionality of the Act. In
its press release, Mannvernd indicated that it hopes to halt the construction
and/or operation of the Icelandic Health Sector Database. In April 2001, a
lawsuit was filed against the Icelandic Directorate of Public Health but
Mannvernd has not commenced litigation against deCODE; however, the ultimate
resolution of this matter cannot yet be determined.

On or about April 20, 2002, an amended class action complaint, captioned In re
deCODE genetics, Inc. Initial Public Offering Securities Litigation (01 Civ.
11219(SAS)), alleging violations of federal securities laws was filed in the
United States District Court for the Southern District of New York on behalf of
certain purchasers of deCODE common stock. The complaint names deCODE, two of
deCODE's current executive officers (the "Individual Defendants"), and the two
lead underwriters (the "Underwriter Defendants") for our initial public offering
in July 2000 (the "IPO") as defendants.

In the amended pleading, the plaintiff alleges violations of Section 11 of the
Securities Act of 1933 and violations of Section 10(b) of the Securities
Exchange Act of 1934 (and Rule 10b-5 promulgated thereunder) against deCODE, the
Individual Defendants and the Underwriter Defendants. In addition, the amended
complaint alleges violations of Section 15 of the Securities Act of 1933, and
Section 20(a) of the Securities Exchange Act of 1934 against the Individual
Defendants. Generally, the amended complaint alleges




                                       9
<PAGE>

that the Underwriter Defendants: (i) solicited and received excessive and
undisclosed commissions from certain investors in exchange for which the
Underwriter Defendants allocated to those investors material portions of the
shares of our stock sold in the IPO; (ii) entered into agreements with customers
whereby the Underwriter Defendants agreed to allocate shares of our stock sold
in the IPO to those customers in exchange for which the customers agreed to
purchase additional shares of our stock in the aftermarket at pre-determined
prices; and (iii) improperly used their analysts, who purportedly suffered from
conflicts of interest, to manipulate the market. The amended complaint further
alleges that the prospectus incorporated into the registration statement for the
IPO was materially false and misleading in that it failed to disclose these
arrangements. The amended complaint also alleges that deCODE and the Individual
Defendants had numerous interactions and contacts with the Underwriters from
which deCODE and the Individual Defendants either knew of, or recklessly
disregarded, the Underwriters' purported wrongful acts. The suit seeks
unspecified monetary and recissionary damages and certification of a plaintiff
class consisting of all persons who purchased shares of our common stock from
July 17, 2000 to December 6, 2000.

deCODE is aware that similar allegations have been made in hundreds of other
lawsuits filed (many by some of the same plaintiff law firms) against numerous
underwriter defendants and issuer companies (and certain of their current and
former officers) in connection with various public offerings conducted in recent
years. All of the lawsuits that have been filed in the Southern District of New
York have been consolidated for pretrial purposes before Honorable Judge Shira
A. Scheindlin. Pursuant to the underwriting agreement executed in connection
with deCODE's IPO, deCODE has demanded indemnification from the Underwriter
Defendants. The Underwriter Defendants have asserted that deCODE's request for
indemnification is premature.

deCODE believes that the allegations against deCODE and deCODE's officers are
without merit and deCODE intends to contest them vigorously. The litigation is,
however, in the preliminary stage, and deCODE cannot predict its outcome and the
ultimate effect, if any, on its financial condition. In addition, it is possible
that further lawsuits alleging substantially similar claims will be filed
against deCODE and its officers. If deCODE is required to pay significant
monetary damages as a result of such litigation, deCODE's business could be
significantly harmed. Even if such suit or suits conclude in deCODE's favor,
deCODE may be required to expend significant funds to defend against the
allegations. deCODE is unable to estimate the range of possible loss from the
litigation and no amounts have been provided for such matters in these financial
statements.

SEGMENT INFORMATION

Management is organizing deCODE's main business units along three avenues of
commercialization: discovery services, database services, and healthcare
informatics. Discovery services include the development and applications of
proprietary bioinformatics tools to discover disease-related genes and
associated drug targets, the development and marketing of DNA-based diagnostics
for major diseases, and pharmacogenomic services. deCODE intends that this
business unit will also ultimately encompass therapeutic products (of which
MediChem will be a part). The database services business unit involves the
commercialization of the Clinical Genome Miner, containing tools to discover or
validate disease linked genes based on non-personally identifiable genotypic and
phenotypic data and deCODE's genealogical database. The healthcare informatics
business unit will seek to commercialize bioinformatics tools developed in
deCODE's gene and drug target discovery and database efforts. Products of the
healthcare informatics business unit are expected to include medical
decision-support systems designed to assist the decision making process in the
delivery of healthcare and privacy protection products derived from deCODE's
expertise in encryption tools for complex and sensitive medical and genetic
data.

To date deCODE's efforts have largely been directed toward discovery services
and financial information available for evaluation by senior management and
members of the Board in deciding how to allocate resources and assess
performance is that of the business as a whole. Roche accounted for 82% and 99%
of consolidated revenue in the three-month periods ended March 31, 2002 and
2001, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. It requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. deCODE is required to adopt SFAS No. 143 for fiscal
year 2003 and does not believe its adoption will have a significant impact on
its financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 rescinds FASB Statement No. 4 (FAS 4), "Reporting Gains and Losses
from Extinguishment of Debt", the amendment to FAS 4, FASB Statement No. 64 (FAS
64), "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements", and
FASB Statement No. 44, "Accounting for Intangible Assets of Motor Carriers". In
addition, SFAS No. 145 amends paragraph 14(a) of FASB Statement No. 13,
Accounting for Leases, to eliminate an inconsistency between the accounting for
sale-leaseback transactions and certain lease modifications that have economic
effects that are similar to sale-leaseback transactions and makes several other
technical corrections to existing pronouncements. deCODE is required to adopt
FAS 145 fiscal year 2003 and does not believe its adoption will have a
significant impact on its financial position or results of operations.




                                       10
<PAGE>

OTHER

In February 2001, deCODE settled a payable for laboratory equipment of $13,150
which amount is included in investing cash flows for the purchase of property
and equipment during the three months ended March 31, 2001.

deCODE has operating lease commitments for facilities that deCODE has or will be
vacating during 2002 as a result of the move to the new headquarters facility.
Management has assessed its alternatives in respect of these leased facilities,
including sub-leasing, and has recorded a provision of $0.5 million in the first
quarter of 2002 with respect to the remaining commitments.

In May 2002, deCODE issued 141,665 shares upon the exercise of warrants to
purchase shares of common stock.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (in thousands, except share and per share amounts unless
otherwise noted)


This Management's Discussion and Analysis of Financial Condition and Results of
Operations as of March 31, 2002 and for the three month periods ended March 31,
2002 and 2001 should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto set forth in Item 1 of this
report.

OVERVIEW

deCODE was incorporated in August 1996. We are a genomics and health informatics
company that provides products and services for the healthcare industry. Our
approach to the discovery of healthcare knowledge brings together three key
types of non-personally identifiable population data derived from the Icelandic
nation: information from the healthcare system, information about genealogical
relationships among individuals covered by this system and associated molecular
genetics data.

We are developing three avenues of commercialization: Discovery Services,
Database Services and Informatics related to analysis of human genome data and
healthcare. The Discovery Services focus on gene and drug target discovery, the
development and marketing of DNA-based diagnostics for major diseases and
pharmacogenomics, or the discovery of genes related to drug response. Database
Services include the Clinical Genome Miner, containing tools to discover or
validate disease-linked genes based on non-personally identifiable genotypic,
genealogical and phenotypic data. In addition, deCODE intends to construct and
commercialize the Icelandic Health Sector Database and the deCODE Combined Data
Processing system. The Icelandic Health Sector Database contains non-personally
identifiable data from Icelandic healthcare records, and the deCODE Combined
Data Processing system allows cross-referencing of data from the Icelandic
Health Sector Database with genealogical and genotypic data. Informatics will
encompass the building of tools for computerized analysis of healthcare data and
of genetic and disease related data, as well as software relating to computer
security, privacy protection and encryption.


We have incurred a net loss of $15.9 million for the three-months ended March
31, 2002 and have an accumulated deficit of $179.1 million at March 31, 2002. We
anticipate incurring additional losses over at least the next several years as
we expand our internal and collaborative gene discovery efforts, continue our
commercialization of discovery efforts, technology development and construction
of database services and informatics. We expect that our losses will fluctuate
from quarter to quarter and that such fluctuations may be substantial especially
because progress in our scientific work and milestone payments that are related
to progress can fluctuate between quarters.



RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

We have restated our consolidated financial statements for the years ended
December 31, 2001, 2000 and 1999. The principal adjustments are discussed below.

Revenue Matters. In the fourth quarter of 2002, we terminated and entered into a
related settlement agreement with Applied Biosystems Group (ABG) in connection
with two agreements between the parties that had been in place since July 2001.
In connection with this termination, we reassessed our previously reported
accounting for our Joint Development and Commercialization Agreement (the
Agreement) with ABG to develop genotypic analysis products and have determined
that revenue related to ABG's payment obligation and our development costs
associated with the Agreement should be deferred until the development efforts
are completed or the Agreement is terminated, if earlier. This resulted in a
reduction of revenues of $5.4 million and $8.2 million and costs of $0.3 and
$0.5 million previously reported in 2001 and through the first three quarters of
2002, respectively, and a reduction of revenues and costs of $4.2 million and
$0.3 million, respectively, previously reported for the three-months ended March
31, 2002. The resulting deferred revenue and costs of $6.3 million and $0.8
million at September 30, 2002, respectively, were recognized in the fourth
quarter of 2002 when the parties reached agreement as to termination. Our
previous accounting for the Agreement was to record revenue according to a
percentage of completion model, where revenues were recognized on the basis of
the estimated percentage of work completed in a given reporting period as
compared to the total estimated work required under the Agreement. Contract
costs were previously expensed as incurred.

At the same time, we reached agreement with ABG as to the termination of its
Reagent Supply Agreement which required us to make certain minimum purchases on
a quarterly basis. Settlement of the Reagent Supply Agreement had no impact on
our consolidated financial results.

Results Per Share. We have restated our basic and diluted net loss per share for
the three-month period ended March 31, 2002 to correct our treatment of
restricted shares that have an associated outstanding non-recourse promissory
notes. These shares were previously included in the determination of weighted
shares outstanding for purposes of calculating basic and diluted loss per share
to the extent they were vested. To the extent a promissory note received upon
issuance of restricted shares is outstanding, the shares are excluded from
weighted average shares outstanding. The impact of excluding all relevant
restricted shares reduces the number of weighted shares outstanding and
therefore increases the loss per share.

Other. We have corrected our accounting for swaps and certain other minor items,
the impact of which is an increase in net loss for the three-months ended
March 31, 2002 of $0.7 million.

The following table presents the impact of the restatements on a condensed basis
(in thousands, except share and per share amounts):



<TABLE>
<CAPTION>

Consolidated Statement of Operations Data - For the Three-Months Ended March 31, 2002
<S>                                                              <C>                <C>               <C>
                                                                 AS PREVIOUSLY                                 AS
                                                                      REPORTED       ADJUSTMENT          RESTATED
                                                                   -----------      -----------       -----------
Revenue                                                            $     9,486      $    (4,228)      $     5,258
Operating expenses                                                      21,445              699            22,144
Operating loss                                                          11,959            4,927            16,886
Net loss                                                                11,194            4,673            15,867

Basic and diluted net loss per share                                      0.24             0.12              0.36
Shares used in computing basic and diluted net loss per share       46,073,358       (2,602,102)       43,471,256

Consolidated balance sheet as of March 31, 2002

Total current assets                                               $   176,094      $   (10,373)      $   165,721
Total assets                                                           338,789           (9,061)          329,728
Total current liabilities                                               45,243               57            45,300
Stockholders' equity                                                   247,861           (9,282)          238,579
Total liabilities and stockholders' equity                             338,789           (9,061)          329,728
</TABLE>


COLLABORATIONS AND ALLIANCES

In February 1998, we entered into a research collaboration and cross-license
agreement with F. Hoffmann-La Roche, or Roche, regarding research into the
genetic causes of twelve diseases. Under the terms of the agreement, Roche has
made equity investments and funded gene discovery programs in the twelve
diseases through January 2002 when the term of the agreement expired.

In June 2001, we entered into a collaboration and cross-license agreement with
Roche regarding diagnostics. Under the terms of this new agreement, we are
collaborating on the development and marketing of DNA-based diagnostics for
major diseases. We are working with Roche to identify and validate molecular
targets which are useful for developing products and services that accurately
establish a patient's current diagnosis, predict future risk of disease, predict
drug response and determine responses to treatment or the health status of
individuals and enable early prevention or treatment of disease. We will also be
focusing on developing informatics products and services, which will include
software tools and databases. Under the agreement we will receive payments
including research funding, research milestones and royalties on any products
that are commercialized. The research term under the agreement is five years.

In June 2001, we entered into a collaboration agreement with Genmab A/S and
Medarex, Inc. pursuant to which we are collaborating on the research,
development, and commercialization of new antibody therapeutic products. Under
this five-year collaboration, we are


                                       11
<PAGE>

utilizing novel targets discovered in our research on the genetics of common
diseases along with Genmab's human antibody technology. The collaboration covers
a broad range of disease areas including cardiovascular disease, inflammatory
disease and cancer. Together with Genmab and Medarex, we will share equally in
the development costs and revenues generated from the outlicensing or sales of
products developed under the agreement. Under the terms of this collaboration,
Medarex will also contribute resources and will share certain costs and
commercial rights.

In June 2001, we entered into an agreement to provide Genmab A/S with research
and development services to develop DNA-based tests to predict individual
clinical response to Genmab's antibody treatment for rheumatoid arthritis and
possible related novel therapeutics. We will be paid as stages of the research
program are completed.

In July 2001, we entered into a pharmacogenomics collaboration and license
agreement with Affymetrix, Inc. Under the terms of the agreement the parties are
collaborating in the research and development of gene expression tests and
nucleic acid based tests to predict the response of individual patients to
various drugs. We are undertaking the initial research activities to be
performed with respect to the initial ten drugs to be studied under the
collaboration. Affymetrix will supply various chips in connection with the
research. We will share revenues resulting from the collaboration, including
those from licensing and product commercialization, with Affymetrix.


In July 2001, we entered into a joint development and commercialization
agreement with Applied Biosystems Group, or ABG. Under the terms of the
agreement, we were working with ABG to jointly develop and commercialize
software products for the collection, organization and analysis of genotyping
information. (See RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS).


In December 2001, we formed a pharmacogenomics alliance with Pharmacia
Corporation to identify the role of genetics in the development of advanced
forms of heart disease. Under the amended and restated agreement, we will
receive contract fees in exchange for employing our population resources and
Clinical Genome Miner discovery system to find genetic markers that can be used
to identify patients who are highly predisposed to progressing from an early to
an advanced form of heart disease.

In January 2002, we entered into a new Collaboration and Cross-License Agreement
with Roche. This new, three-year alliance leverages our expanding capabilities
in drug discovery into developing novel treatments for common diseases. Under
this new alliance, Roche will provide research funding for a minimum of the next
two years for us to conduct downstream research in a selection of four diseases,
with the goal of using the targets identified to discover and develop new
therapeutic compounds and to take these compounds into clinical trials. Also, we
may receive development and regulatory approval milestone payments for
therapeutic drug compounds developed pursuant to the agreement as well as
royalties on Roche's sales of drugs developed under the agreement. Additionally,
we may pay Roche royalties should we develop and market drugs for certain common
diseases.

We have a number of collaborative agreements with local medical institutions and
doctors regarding particular disease research. These agreements generally extend
for a period of five years. Under the agreements, these institutions and/or
physicians contribute data or other clinical information and we contribute
equipment, research supplies and our molecular genetics and experimental design
expertise. The agreements also require us to reimburse all project-related
expenses. If we sell project results, the agreements require us to make
specified payments and pay a portion of performance-based milestone payments
that we receive.

We have a settlement agreement with a U.S. medical institution whereby we are
committed to pay royalties and milestone payments if we are successful in
developing and commercializing products that result from a particular technology
jointly owned by the medical institution and us.

ACQUISITION OF MEDICHEM

On March 18, 2002, we acquired MediChem Life Sciences, Inc. in a stock-for-stock
exchange accounted for as a purchase transaction. The acquisition gives us
capabilities in chemistry and structural proteomics that will be used in the
implementation of its strategy of turning its targets identified by applying
population genomics to common diseases into novel drugs for the market. Building
upon the acquisition of MediChem, we will be creating an integrated
biopharmaceutical company capable of bringing our own targets into proprietary
drug discovery. Through the acquisition we added approximately 160 new employees
and facilities in Illinois and Washington.

The total consideration for the acquisition was approximately $86.1 million,
which consists of deCODE common stock issued in exchange for outstanding
MediChem common stock ($79.7 million), MediChem employee stock options assumed
($2.3 million) and estimated deCODE transaction costs ($4.1 million).

We have recorded the transaction as a purchase for accounting purposes and have
preliminarily allocated the purchase price, based upon independent valuations,
to the assets purchased and liabilities assumed based upon their respective
estimated fair values. We have preliminarily allocated the excess of the
purchase price over the



                                       12
<PAGE>

estimated fair market value of net tangible assets acquired to identified
intangibles, including developed technology, patents, customer and other
contracts and agreements that have estimated useful lives ranging from three to
ten years. In the first quarter 2002 we recorded a charge to earnings for
acquired in-process research and development amounting $0.5 million. In
addition, amortization charges for other identifiable intangibles recorded in
the MediChem acquistion will amount to approximately $1.2 million annually.
Under SFAS No. 142, resulting goodwill ($61.1 million) will not be amortized but
will be subject to annual impairment testing.

Our consolidated financial statements include the cash flows and results of
MediChem from March 18, 2002. MediChem's total revenue and net loss included in
deCODE's consolidated three-month period ended March 31, 2002 were $0.8 million
and $0.2 million, respectively. Total assets of MediChem, including goodwill and
identifiable intangible assets recorded upon acquisition, amounted to
approximately $104 million as of March 31, 2002.The integration of MediChem will
impact our results of operations and our financial position. With MediChem, our
revenues will increase but our operating expenses and likely our net losses will
also increase. In addition, we expect to fund the working capital needs and
operating activities of MediChem in the near term. The extent to which MediChem
will ultimately impact our results of operations and financial condition is
largely dependant upon how quickly and in what proportion MediChem's capacity is
brought to bear on our in-house programs and how much of their existing contract
services business is maintained and developed.

GENERAL

We anticipate that collaborations will remain an important element of our
business strategy and future revenues. Our ability to generate revenue growth
and become profitable is dependent, in part, on our ability to enter into
additional collaborative arrangements, and on our ability and our collaborative
partners' ability to successfully commercialize products incorporating, or based
on, our work. There can be no assurance that we will be able to maintain or
expand our existing collaborations, enter into future collaborations to develop
applications based on existing or future research agreements or successfully
commercialize the deCODE Combined Data Processing system.

We intend to invest in discovery services, database services and healthcare
informatics, and expect to report net losses for the next several years. If the
costs of these investments are greater than anticipated, or if they take longer
to complete, or if losses are incurred from strategic investments, we may incur
losses for a longer period of time.

Our failure to successfully develop and market products over the next several
years, or to realize product revenues, would have a material adverse effect on
our business, financial condition and results of operations. We do not expect to
receive royalties or other revenues from commercial sales of products developed
using our technologies for at least several years, if at all.

We have made and intend to continue to make strategic equity investments in, and
acquisitions of, technologies and businesses that are complementary to our
business. As a result, we may record losses or expenses related to our
proportionate ownership interest in such long-term equity investments, record
charges for the acquisition of in-process technologies, or record charges for
the recognition of the impairment in the value of the securities underlying such
investments.

Our operating results through March 31, 2002 reflect the expenses incurred in
our gene discovery activities, partly offset by the revenues received pursuant
to our research and development collaborations with Roche and other recent
collaborations in connection with these activities. We will continue these
activities, but our operating results will also reflect the substantial costs we
expect to incur in building technology and services for the Clinical Genome
Miner and commencing the development of the Icelandic Health Sector Database and
the deCODE Combined Data Processing system. While we intend to enter into
collaborations to help fund and develop the these database services, until we do
so there will be no revenue from our database service activities to offset
against these costs.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted
accounting principles requires us to make certain estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reported period. On an
ongoing basis we evaluate our estimates, which include, among others, those
related to collaborative arrangements, property and equipment, income taxes,
litigation and other contingencies, materials and supplies, derivatives,
intangible assets, and bad debts. We base our estimates on historical experience
and on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form our basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. The impact and any associated risks related to these and our
other accounting policies on our business or operations is discussed throughout
Management's Discussion and Analysis of Financial Condition and Results of
Operations where such policies affect our reported and expected financial
results. For a detailed discussion on the application of these and other
accounting policies, please refer to our notes to the Consolidated Financial
Statements. There can be no assurance that actual results may not differ from
the estimates referred to above.



                                       13
<PAGE>

RESULTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001

Our results of operations have fluctuated from period to period and may continue
to fluctuate in the future based upon, among other things, the timing and
composition of funding under our various collaborative agreements, as well as
the progress of our own research and development efforts and how quickly and in
what proportion MediChem's capacity is brought to bear on our in-house programs.
Results of operations for any period may be unrelated to results of operations
for any other period. In addition, historical results should not be viewed as
indicative of future operating results. We are subject to risks common to
companies in our industry and at our stage of development, including risks
inherent in our research and development efforts, reliance upon collaborative
partners, development by us or our competitors of new technological innovations,
ability to market products or services, dependence on key personnel, dependence
on key suppliers, protection of proprietary technology, ability to obtain
additional financing, ability to negotiate collaborative arrangements, reliance
on the license to create and run the Icelandic Health Sector Database, and
compliance with governmental and other regulations. In order for a product to be
commercialized based on our research, we and our collaborators must conduct
preclinical tests and clinical trials, demonstrate the efficacy and safety of
our product candidates, obtain regulatory approvals or clearances and enter into
manufacturing, distribution and marketing arrangements, as well as obtain market
acceptance. We do not expect to receive revenues or royalties based on
therapeutic or diagnostic products for a period of years, if at all.

Revenues. Our revenues from research and development collaboration agreements
are recorded and recognized in accordance with the applicable performance
requirements and terms of the respective contracts generally either as contract
research costs are incurred, including the percentage of completion basis, or
upon the achievement of certain milestones. Such funding payments are not
refundable in the event that the related efforts are not successful.
Non-refundable up-front payments we receive are deferred and recognized on a
straight-line basis over the research term. Our contracted chemistry services
revenue from negotiated rate contracts are recognized on a per diem basis as
services are rendered or on the percentage of completion method based on the
ratio of costs incurred to expected total costs for fixed fee contracts based
upon the terms of the underlying contract. Any losses on contracts are provided
for when they are determinable and estimable. Included in revenue are billings
to customers for the cost of materials purchased for performance under the
contract.

Prior to January 1, 2002, we recorded all milestone payments received when
acknowledgement of having achieved applicable performance requirements was
received from the collaborator and we recognized milestone payments as revenue
on a retrospective basis over the contractual term of the underlying agreement.
We believe the milestone payment method to be a preferable method in recognizing
revenue for milestone payments made under particular contracts in that it more
closely relates to the underlying activity that results in the
revenue-generating milestone event under such contracts. Effective January 1,
2002, we changed our method of recognizing milestone revenue to the milestone
payment method for contracts where (i) the milestone event is substantive, (ii)
there is substantial effort involved in achieving the milestone, (iii) the
milestone payment amount is commensurate with the magnitude of the related
achievement, and (iv) the associated follow-on revenue streams bear a reasonable
relationship to one another. Under the milestone payment method we record
revenue when the milestone has been achieved and payment is due and payable
under the terms of the respective agreement and we recognize revenue when
acknowledgement of having achieved applicable performance requirements is
received from the collaborator. As before, milestone payments without the above
characteristics are recognized on a retrospective basis over the contractual
term of the underlying agreement.


The cumulative effect of the change in accounting principle on prior years
results ($333) is included in income in the quarter ended March 31, 2002. Had
the retrospective basis of milestone revenue recognition been continued for the
three-month period ended March 31, 2002, revenue, net loss and basic and diluted
net loss per share would have been $5.6 million, $(15.9) million and $(0.36),
respectively.


The following is a summary of deferred revenue:
<TABLE>
<CAPTION>

                                                                MARCH 31,
                                                                ---------
                                                       2002                 2001
                                                       ----                 ----
                                                             (in thousands)
<S>                                                 <C>                  <C>

Revenue recorded during the period ended.........   $     6,058          $     4,491
Revenue recognized during the period ended.......        (5,258)              (5,033)
Cumulative effect of change in
  milestone revenue recognition policy...........          (333)                   0
                                                    -----------          -----------
                                                            467                 (542)
Deferred revenue at beginning of period..........        11,297                4,405
                                                    -----------          -----------
Deferred revenue at end of period................   $    11,764          $     3,863
                                                    ===========          ===========
</TABLE>


                                       14
<PAGE>


Our revenues increased to $5,258 for the three-month period ended March 31, 2002
as compared to $5,033 for the three-month period ended March 31, 2001. Revenues
attributable to our research collaboration agreement with Roche were $4,318 for
the three-month period ended March 31, 2002 as compared to $5,007 for the
three-month period ended March 31, 2001. Revenues in the three-month period
ended March 31, 2002 result from the new diagnostics and therapeutics
collaborations underway with Roche as well as the contribution of MediChem from
the date of acquisition.


At March 31, 2002, the total amount of deferred research revenue that will be
recognized in future periods aggregated $11,764. Revenues recorded increased to
$6,058 for the three-month period ended March 31, 2002 as compared to $4,491 for
the three-month period ended March 31, 2001. The $1,567 or 35% increase in
recorded revenues from 2001 to 2002 is largely attributable to billings under
the joint development and commercialization agreement with ABG.


Research and Development Expenses, including Cost of Revenue. Our research and
development expenses increased to $18,842 for the quarter ended March 31, 2002
as compared to $16,781 for the quarter ended March 31, 2001, an increase of 12%.
The change period-to-period is largely due to continued expansion of our
research and development operations as well as to a disposal of laboratory
equipment in the first quarter 2001. We expect to continue to increase research
and development spending as we pursue and expand our efforts. We also expect
research and development to increase with the establishment and full integration
of our new subsidiary, MediChem, as well as a result of our new diagnostics
development contract with Roche, therapeutics development contract with Roche
and other recent collaborations.



Selling, General and Administrative Expenses. Our selling, general and
administrative expenses increased to $3,302 for the quarter ended March 31, 2002
as compared to $3,004 for the quarter ended March 31, 2001, an increase of 10%.
Our selling, general and administrative expenses have continued to increase as a
result of added salaries, contractor services and other general and
administrative expenses in the continued expansion of our operations. We expect
general and administrative expenses will increase as we continue to build our
operations, notably with the full integration of MediChem into the business and
results of operations.


Stock-Based Compensation and Remuneration. Stock-based compensation and
remuneration expense was $906 for the quarter ended March 31, 2002 as compared
to $1,163 for the quarter ended March 31, 2001, a decrease of 22%. With little
compensation being attributed to our more recent stock option grants,
stock-based compensation and remuneration expense has been decreasing as grants
made to employees in earlier years become fully vested. Historical stock-based
compensation and remuneration is not necessarily representative of the effects
on reported income or loss for future years due to, among other things, the
vesting period of the stock options, the value of stock options that have been
granted in recent times and the value of additional options that may be granted
in future years.

Interest Income. Our interest income decreased to $862 for the quarter ended
March 31, 2002 as compared to $2,620 for the quarter ended March 31, 2001, a
decrease of 67%. The decrease is attributable to the decline of prevailing
interest rates but also from an overall decrease in our cash balance as we
continue to use the proceeds of our initial public offering for operations.

Interest Expense. Our interest expense increased to $274 for the quarter ended
March 31, 2002 as compared to $106 for the quarter ended March 31, 2001. The
increases in interest expense reflect the cost of financings put into place
during the late part of 2001 and early part of 2002.


Other non-operating income and (expense), net. Our other non-operating income
and expense, net was a net income of $98 for the quarter ended March
31, 2002 as compared to a net expense of $446 for the quarter ended March 31,
2001 primarily as a result of foreign exchange movements and unrealized swap
gains.



Income Taxes. As of March 31, 2002, we had an accumulated deficit of $179.1
million and did not owe any Icelandic or U.S. federal income taxes nor did we
pay any in the quarters ended March 31, 2002 or 2001. Realization of deferred
tax assets is dependent on future earnings, if any. Realization of deferred tax
assets is dependent on future earnings, if any. As of December 31, 2001, we had
net operating losses able to be carried forward for U.S. federal income tax
purposes of approximately $4.1 million to offset future taxable income in the
United States that expire at various dates through 2021. Also, as of December
31, 2001 our foreign subsidiaries had net operating loss carryforwards of
approximately $21.4 million that expire in varying amounts beginning in 2004.



Net Loss and Basic and Diluted Net Loss Per Share. Net loss and basic and
diluted net loss per share were $15,867 and $0.36 for the quarter ended March
31, 2002, respectively, as compared to $12,654 and $0.31 for the quarter ended
March 31, 2001, respectively. This is an increase of 25% in net loss and an
increase of 16% in basic and diluted net loss per share.



Pro Forma Net Loss and Basic and Diluted Net Loss Per Share. Pro forma net loss
and basic and diluted net loss per share calculated assuming our new milestone
revenue recognition method is applied retroactively were $13,196 and $0.32,
respectively, for the quarter ended March 31, 2001 as compared to net loss and
basic and diluted net loss per share of $15,867 and $0.36, respectively, for the
quarter ended March 31, 2002.






                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations primarily through funding from collaborative
agreements and the issuance of equity securities and debt instruments. From the
beginning of 1999 to-date, we have received cash of approximately $75 million
from collaborative research agreements, $183 million from the issuance of common
stock, $76 million from the issuance of preferred stock and warrants, and $44
million from privately placed bonds, bank loans and equipment financing. To-date
we have received approximately $66 million in research and development funding
from Roche. As of March 31, 2002 future funding under terms of our existing
agreements is approximately $79 million excluding milestone payments and
royalties that we may earn under such collaborations.

Cash and Cash Equivalents. As of March 31, 2002, we had $147,145 in cash and
cash equivalents. Available cash is invested in accordance with our investment
policy's primary objectives of liquidity, safety of principal and diversity of
investments. Our cash is deposited only with financial institutions in Iceland,
the United Kingdom and the United States having a high credit standing. This
cash is largely invested in U.S. dollar denominated money market and checking
accounts and also in Icelandic krona denominated accounts.


Operating Activities. Working capital needs resulted in the net use of $4.9
million of funds in the three-month period ended March 31, 2002 as compared to
$7.2 million that was provided by working capital sources in the three-month
period ended March 31, 2001. As a result, although net loss increased $3.2
million for the three-month period ended March 31, 2002 as compared to the
three-month period ended March 31, 2001, net cash used in operating activities
increased $14.5 million in the three-month period ended March 31, 2002 as
compared to the three-month period ended March 31, 2001. Most notably, in the
three-month period ended March 31, 2002 we made significant payments to our
vendors and particularly to ABG for reagents and other supplies. At March 31,
2002, we have a remaining commitment to ABG for purchases through September 2002
of $15.3 million.


Investing Activities. Our investing activities have consisted of capital
expenditures and long-term strategic equity investments in, and acquisitions of,
technologies and businesses that are complementary to our business. Purchases of
property and equipment during the three-month period ended March 31, 2002 were
$5,202 as compared to $20,746 in the three-month period ended March 31, 2001.
Particularly, during the three-month period ended March 31, 2001 we expended
$20.7 million in respect of the new building to house our operations in the
University District of Reykjavik and we paid for the fifty new ABI Prism 3700
DNA Analyzers acquired late in 2000 ($13.1 million). During the three-month
period ended March 31, 2002 we expended $3.1 million in respect of the new
building. Cash acquired in the purchase of MediChem was $3.3 million and, of the
$4.1 million MediChem transaction costs, $1.2 million was paid as of March 31,
2002. Net cash used in investing activities may in the future fluctuate
significantly from period to period due to the timing of our capital
expenditures and other investments.

Financing Activities. Net cash of $12,649 was provided in financing activities
in the three-month period ended March 31, 2002 as compared to $326 used in the
three-month period ended March 31, 2001. $14 million of cash that was restricted
as of December 31, 2001 was provided in the three-month period ended March 31,
2002 in the final financing (Tiers C and D) of our new headquarters facility.
Also, installment payments on capital lease obligations have increased with new
financings that were put into place during 2001. We expect to continue to
finance future property and equipment purchases through similar such leasing
arrangements.


In December 2001, we established a $27.5 million bridge loan with an Icelandic
financial institution to finance the construction of our new headquarters
facility. We repaid the borrowings under the bridge loan in January and March
2002 with the proceeds from our Tier A $13.5 million bond offering, Tier C $7.3
million offering of privately placed bonds and Tier D $6.7 million bank loan.


The Tier A bonds are denominated in Icelandic krona and are linked to the
Icelandic Consumer Price Index. The principal amount is payable annually
beginning December 2002. The Tier A bonds bear annual interest of 8.5% that is
payable annually beginning December 2002. The Tier C bonds are denominated in
Icelandic krona and are linked to the Icelandic Consumer Price Index. The
principal amount is payable in March 2007. The Tier C bonds bear annual interest
of 12.0% that is payable beginning March 2003. The Tier D bank loan is
denominated in U.S. dollars. The principal amount is payable in March 2007. The
Tier D bank loan bears annual interest of three-month LIBOR plus 6.0% that is
payable quarterly beginning June 2002. Tier C bonds may be prepaid at each
interest payment date and the Tier D bank loan may be prepaid on the anniversary
date of the loan starting December 2003.

Concurrently, we entered into a cross-currency swap as an economic hedge against
foreign exchange rate fluctuations that may occur on the Tier C bonds. This
contract with a face amount of $7.3 million expires in March 2007 and bears
annual interest of twelve-month LIBOR plus 6%.

In connection with the Tier C bonds and the Tier D bank loan, we issued a
warrant giving the holder the right to purchase a total of 933,800 shares of our
common stock at $15.00 per share, as adjusted. The warrants expire in March 2007
and convert into shares of our common stock automatically in the event the
market value of a share of our common stock should exceed $24.00 for thirty
consecutive days of trading.

As of March 31, 2002, the mortgage loan on our facility in Woodridge, Illinois
($11.8 million) is classified as a current liability and in April 2002 we repaid
the loan in its entirety. As of May 14, 2002, we are in the process of
re-financing the Woodridge facility.




                                       16
<PAGE>

General. We expect cash requirements to continue to increase significantly as
we: invest in genotyping, sequencing and bioinformatics capabilities; fully
integrate MediChem into our operations, invest in software and hardware to
support the continuing development of the database services; continue to seek
access to technologies through investments, research and development alliances,
license agreements and/or acquisitions; and continue to make improvements in
existing facilities and invest in new facilities.

Based upon our current plans, and taking into consideration the proceeds of the
initial public offering and recent debt financings, we believe that our existing
resources will be adequate to satisfy our capital needs for several years. Our
cash requirements depend on numerous factors, including our ability to obtain
new research collaboration agreements, to obtain subscription and collaboration
agreements for the database services; expenditures in connection with alliances,
license agreements and acquisitions of and investments in complementary
technologies and businesses; competing technological and market developments;
the cost of filing, prosecuting, defending and enforcing patent claims and other
intellectual property rights; the purchase of additional capital equipment,
including capital equipment necessary to ensure that our sequencing and
genotyping operations remain competitive; and capital expenditures required to
expand our facilities. Changes in our research and development plans or other
changes affecting our operating expenses may result in changes in the timing and
amount of expenditures of our capital resources.

We will require significant additional capital in the future, which we may seek
to raise through further public or private equity offerings, additional debt
financing or added collaborations and licensing arrangements. No assurance can
be given that additional financing or collaborations and licensing arrangements
will be available when needed, or that if available, will be obtained on
favorable terms. If adequate funds are not available when needed, we may have to
curtail operations or attempt to raise funds on unattractive terms.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. It requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived asset. We are required to adopt SFAS No. 143 for fiscal year
2003 and we do not believe its adoption will have a significant impact on our
financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 rescinds FASB Statement No. 4 (FAS 4), "Reporting Gains and Losses
from Extinguishment of Debt", the amendment to FAS 4, FASB Statement No. 64 (FAS
64), "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements", and
FASB Statement No. 44, "Accounting for Intangible Assets of Motor Carriers". In
addition, SFAS No. 145 amends paragraph 14(a) of FASB Statement No. 13,
Accounting for Leases, to eliminate an inconsistency between the accounting for
sale-leaseback transactions and certain lease modifications that have economic
effects that are similar to sale-leaseback transactions and makes several other
technical corrections to existing pronouncements. We are required to adopt FAS
145 for our fiscal year 2003 and we do not believe its adoption will have a
significant impact on our financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our investment activities is to preserve principal
while maximizing income we receive from our investments without significantly
increasing risk. Some of the securities in our investment portfolio may be
subject to market risk. This means that a change in prevailing interest rates
may cause the market value of the investment to fluctuate. For example, if we
hold a security that was issued with a fixed interest rate at the
then-prevailing rate and the prevailing interest rate later rises, the market
value of our investment will probably decline. To minimize this risk in the
future, we intend to maintain our portfolio of cash equivalents and short-term
investments in a variety of securities, including commercial paper, money market
funds and government and non-government debt securities. In general, money
market funds are not subject to market risk because the interest paid on such
funds fluctuates with the prevailing interest rate. As of March 31, 2002, all of
our cash and cash equivalents were in money market and checking accounts.

We are exposed to market risks from changes in foreign currency exchange rates,
interest rates and investment prices. These changes may adversely affect our
operating results and financial condition. We seek to manage these risks through
regular operating and financing activities and, when deemed appropriate, through
the use of derivative financial instruments. We control and manage foreign
exchange risk, interest rate risk, and investment price risk by continually
monitoring changes in key economic indicators and market information.

As a consequence of the nature our business and operations our reported
financial results and cash flows are exposed to the risks associated with
fluctuations in the exchange rates of the U.S. dollar, the Icelandic krona and
other world currencies. We continue to monitor our exposure to currency risk but
have not yet purchased instruments to hedge these general risks through the use
of derivative financial instruments.




                                       17
<PAGE>

We hold various interest rate sensitive assets and liabilities to manage the
liquidity and cash needs of our day-to-day operations. As a result, we are
exposed to risks due to changes in interest rates. In order to mitigate risks
associated with interest rate sensitive liabilities we use interest rate
derivative instruments, such as cross currency interest rate swaps, and may in
future use other instruments to achieve the desired interest rate maturities and
asset/liability structures.

We are exposed to credit (or repayment) risk, as well as market risk from the
use of derivative instruments. If the counterparty fails to fulfill its
performance obligations under a derivative contract, our credit risk will equal
the positive market value in a derivative. Consequently, when the fair market
value of a derivative contract is positive, this indicates that the counterparty
owes us, thus creating a repayment risk for us. When the fair market value of a
derivative contract is negative, we owe the counterparty and therefore, assume
no repayment risk.

In order to minimize the credit risk in derivative instruments, we enter into
transactions with high quality counterparties such as financial institutions
that satisfy our established credit approval criteria. We review the credit
ratings of such counterparties on a regular basis.

                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about April 20, 2002, an amended class action complaint, captioned In re
deCODE genetics, Inc. Initial Public Offering Securities Litigation (01 Civ.
11219(SAS)), alleging violations of federal securities laws was filed in the
United States District Court for the Southern District of New York on behalf of
certain purchasers of deCODE common stock. The complaint names us, two of our
current executive officers (the "Individual Defendants"), and the two lead
underwriters (the "Underwriter Defendants") for our initial public offering in
July 2000 (the "IPO") as defendants.

In the amended pleading, the plaintiff alleges violations of Section 11 of the
Securities Act of 1933 and violations of Section 10(b) of the Securities
Exchange Act of 1934 (and Rule 10b-5 promulgated thereunder) against us, the
Individual Defendants and the Underwriter Defendants. In addition, the amended
complaint alleges violations of Section 15 of the Securities Act of 1933, and
Section 20(a) of the Securities Exchange Act of 1934 against the Individual
Defendants. Generally, the amended complaint alleges that the Underwriter
Defendants: (i) solicited and received excessive and undisclosed commissions
from certain investors in exchange for which the Underwriter Defendants
allocated to those investors material portions of the shares of our stock sold
in the IPO; (ii) entered into agreements with customers whereby the Underwriter
Defendants agreed to allocate shares of our stock sold in the IPO to those
customers in exchange for which the customers agreed to purchase additional
shares of our stock in the aftermarket at pre-determined prices; and (iii)
improperly used their analysts, who purportedly suffered from conflicts of
interest, to manipulate the market. The amended complaint further alleges that
the prospectus incorporated into the registration statement for the IPO was
materially false and misleading in that it failed to disclose these
arrangements. The amended complaint also alleges that we and the Individual
Defendants had numerous interactions and contacts with the Underwriters from
which we and the Individual Defendants either knew of, or recklessly
disregarded, the Underwriters' purported wrongful acts. The suit seeks
unspecified monetary and recissionary damages and certification of a plaintiff
class consisting of all persons who purchased shares of our common stock from
July 17, 2000 to December 6, 2000.

We are aware that similar allegations have been made in hundreds of other
lawsuits filed (many by some of the same plaintiff law firms) against numerous
underwriter defendants and issuer companies (and certain of their current and
former officers) in connection with various public offerings conducted in recent
years. All of the lawsuits that have been filed in the Southern District of New
York have been consolidated for pretrial purposes before Honorable Judge Shira
A. Scheindlin. Pursuant to the underwriting agreement executed in connection
with our IPO, we have demanded indemnification from the Underwriter Defendants.
The Underwriter Defendants have asserted that our request for indemnification is
premature.

We believe that the allegations against us and our officers are without merit
and we intend to contest them vigorously. The litigation is, however, in the
preliminary stage, and we cannot predict its outcome and the ultimate effect, if
any, on our financial condition. In addition, it is possible that further
lawsuits alleging substantially similar claims will be filed against us and our
officers. If we are required to pay significant monetary damages as a result of
such litigation, our business could be significantly harmed. Even if such suit
or suits conclude in our favor, we may be required to expend significant funds
to defend against the allegations. We are unable to estimate the range of
possible loss from the litigation and no amounts have been provided for such
matters in our financial statements.



                                       18
<PAGE>

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) RECENT SALES OF UNREGISTERED SECURITIES

During the period covered by this quarterly report on Form 10-Q, we sold the
following securities that were not registered under the Securities Act:

On March 18, 2002, we issued an aggregate 20,508 shares of our common stock to
five employees as performance bonus in consideration of services rendered.

The sale and issuance of securities in the transactions described above were
deemed to be exempt from registration under the Securities Act by virtue of
Section 4(2) as transactions not involving any public offering or Regulation S
as offers and sales that occurred outside the United States. Where appropriate,
the purchasers represented their intention to acquire the securities for
investment only and not with a view to the distribution thereof or that they
were non-U.S. persons. Appropriate legends are affixed to the stock certificates
issued in those transactions. All recipients, through employment, had or had
access to adequate information about the Company.

(d) USE OF PROCEEDS

We commenced an initial public offering of our common stock, $.001 par value, on
July 17, 2000 pursuant to registration statements on Form S-1 (Registration Nos.
333-31984 and 333-41598), which were declared effective by the Securities and
Exchange Commission on July 17, 2000. Net proceeds to us after deduction of
expenses were approximately $182.0 million. Through March 31, 2002, we have used
the proceeds as follows:
<TABLE>
<S>                                                                      <C>
Discovery and research programs.......................................   $ 75.1
ABI Prism 3700 DNA Analyzers..........................................     13.1
Construction of executive office and laboratory facilities............     26.8
Construction of other laboratory facilities...........................      2.7
Computer equipment....................................................      3.8
Other laboratory equipment............................................      5.0
Other property and equipment..........................................      1.5
General and administrative activities.................................     12.6
Installment payments on capital lease obligations.....................      3.2
Interest..............................................................      0.5
                                                                         ------
                                                                         $144.3
                                                                         ======
</TABLE>

Pending use, we have invested the remaining proceeds primarily in U.S. dollar
denominated money market funds but also partly in Icelandic krona denominated
accounts.

ITEM 5. OTHER INFORMATION

RISK FACTORS

FORWARD LOOKING STATEMENTS AND CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

This report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases,
forward-looking statements can be identified by terminology such as "may,"
"will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "intend," "potential" or "continue" or the negative of
such terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially due to a number of
factors, including those set forth in this section and elsewhere in this Form
10-K. These factors include, but are not limited to, the risks set forth below.

DECODE MAY NOT ACHIEVE THE BENEFITS IT EXPECTED FROM THE ACQUISITION OF
MEDICHEM, WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON deCODE'S BUSINESS,
FINANCIAL AND OPERATING RESULTS

deCODE acquired MediChem with the expectation that the acquisition would result
in benefits to it arising out of the combination of deCODE's unique population
genomics approach to identifying novel targets in major therapeutic areas with
MediChem's high-throughput integrated chemistry platform to facilitate drug
discovery and development. These benefits may include operational efficiencies
resulting from synergies between the companies and greater sales levels due to
increases in product offerings and consolidation of sales and marketing
expertise, among others. To realize any benefits from the acquisition, deCODE
will face the following post-acquisition challenges:

-     integrating the complementary competencies of MediChem's chemistry
      research platform and deCODE's gene discovery capabilities;

-     retaining and assimilating the management and employees of each company;



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- developing new products that utilize the assets and resources of both
companies;

- retaining existing customers, strategic partners and suppliers of each
company;

- realizing expected cost savings and synergies from the acquisition; and

- developing and maintaining uniform standards, controls, procedures, policies
and information systems.

If deCODE is not successful in addressing these and other challenges, then the
benefits of the acquisition will not be realized and, as a result, deCODE's
operating results and the market price of deCODE's common stock may be adversely
affected. These challenges, if not successfully met by deCODE, could result in
possible unanticipated liabilities, unanticipated costs, diversion of management
attention and loss of personnel. deCODE cannot assure you that it will
successfully integrate MediChem's business or profitably manage the combined
company. Further, deCODE cannot assure you its the growth rate after the
acquisition will equal the historical growth rates experienced by deCODE before
the acquisition.

IF THE COSTS ASSOCIATED WITH THE MEDICHEM ACQUISITION EXCEED THE BENEFITS,
DECODE MAY EXPERIENCE ADVERSE FINANCIAL RESULTS, INCLUDING INCREASED LOSSES

deCODE will incur consolidation and integration expenses which it cannot
accurately estimate at this time. Actual transaction costs may substantially
exceed deCODE's current estimates and may affect its financial condition and
operating results negatively. If the benefits of the acquisition do not exceed
the costs associated with the acquisition, including any dilution to deCODE's
stockholders resulting from the issuance of shares in connection with the
acquisition, deCODE's financial results could be adversely affected, including
increased losses.

THE MARKET PRICE OF DECODE'S COMMON STOCK MAY DECLINE AS A RESULT OF THE
MEDICHEM ACQUISITION

The market price of deCODE's common stock may decline as a result of the
acquisition for a number of reasons, including if:

- the integration of deCODE and MediChem is not completed in a timely and
efficient manner;

- deCODE does not achieve the perceived benefits of the acquisition as rapidly
or to the extent anticipated by financial or industry analysts; or

- the effect of the acquisition on deCODE's financial results is not consistent
with the expectations of financial or industry analysts.

UNCERTAINTY REGARDING THE EFFECTS OF THE MEDICHEM ACQUISITION COULD CAUSE
DECODE'S CUSTOMERS OR STRATEGIC PARTNERS TO DELAY OR DEFER DECISIONS

DECODE'S and/or MediChem's customers and strategic partners, in response to the
acquisition, may delay or defer decisions, which could have a material adverse
effect on deCODE's business.

DECODE MAY NOT SUCCESSFULLY DEVELOP OR DERIVE REVENUES FROM ANY PRODUCTS OR
SERVICES

DISCOVERY SERVICES

deCODE is still in the early stages of its gene discovery programs. deCODE uses
its technology and research capabilities primarily to identify genes or gene
fragments that are responsible for certain diseases, indicate the presence of
certain diseases or cause or predispose individuals to certain complex diseases.
Although deCODE has identified some genes that it believes are likely to cause
certain diseases, deCODE may not be correct and may not be successful in
identifying any other similar genes. Many experts believe that some of the
diseases deCODE is targeting are caused by both genetic and environmental
factors. Even if deCODE identifies specific genes that are partly responsible
for causing diseases, any gene-based therapeutic or diagnostic products may not
detect, prevent or cure a particular disease. Accordingly, even if deCODE is
successful in identifying specific genes, its discoveries may not lead to the
development of commercial products.

Any pharmaceutical products that deCODE or its collaborators are able to develop
will fail to produce revenues unless deCODE:

- establishes that they are safe and effective;

- successfully competes with other technologies and products;

- does not infringe on the proprietary rights of others;



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<PAGE>

- establishes that they can be manufactured in sufficient quantities at
reasonable costs;

- can market them successfully; and

- can maintain the goodwill and receive the cooperation of the Icelandic
population.

deCODE may not be able to meet these conditions. deCODE expects that it will be
years, if ever, before it will recognize revenue from the development of
therapeutic or diagnostic products.

DATABASE SERVICES

deCODE received a license to create and operate the Icelandic Health Sector
Database, or the Database License, in January 2000, and deCODE is still in the
early stages of developing this database and the deCODE Combined Data Processing
system, a tool which, subject to ongoing compliance with regulatory
requirements, will cross-reference genealogical records, data from the Icelandic
Health Sector Database and genotypes of consenting participants. deCODE expects
it will be several years before it fully develops the deCODE Combined Data
Processing system. deCODE will devote substantial resources to the development
of these systems and their components for the foreseeable future. Database
Services include the Clinical Genome Miner which contains tools to discover or
validate disease linked genes based on non-personally identifiable genotypic,
genealogical and phenotypic data. deCODE cannot be sure that marketing the
Clinical Genome Miner will lead to collaborations with potential clients nor
that the deCODE Combined Data Processing system will result in marketable
products or services. Although deCODE's intended method for cross-referencing
genealogical, genotypic and healthcare data is central to the development of the
deCODE Combined Data Processing system, it is unproven.

The success of deCODE's database services depends on its ability to:

- create database and cross reference software that is free from design defects
or errors;

- obtain the cooperation of the Icelandic healthcare system;

- obtain blood samples from Icelanders and their consent to use their genotypic
data;

- effectively use the information derived from the deCODE Combined Data
Processing system in disease management, analysis of drug response, gene
discovery and drug target validation; and

- develop marketing and pricing methods that the intended users of the deCODE
Combined Data Processing system will accept.

deCODE's development of the Icelandic Health Sector Database will be impaired if
individual Icelanders refuse to allow information from their medical records to
be included in the Icelandic Health Sector Database. As of March 31, 2002,
approximately 7% of the population has exercised their rights to exclude their
medical records from the database. Because only a small portion of the Icelandic
population may carry certain mutations, the unwillingness of even a small
portion of the population to participate in deCODE's programs could diminish its
ability to develop and market information based on the use of genotypic data. If
deCODE fails to successfully commercialize its database services, it will not
realize revenues from this part of its business.

HEALTHCARE INFORMATICS

Only deCODE has tested its bioinformatics and privacy protection products. These
products may not meet the needs of potential customers. deCODE is at a very
early stage of development of its medical decision-support systems for
healthcare providers. deCODE has generated little revenues from sales or
licenses of bioinformatics, decision-support or privacy protection products. To
date, deCODE has not produced any decision-support tools. deCODE cannot assure
you that it can successfully develop or commercialize medical decision-support
systems or that there will be a market for its bioinformatics, decision-support
or privacy protection products.

MEDICHEM SERVICES

Development and commercialization of potential drug candidates depend not only
on the achievement of research objectives by MediChem and its collaborators, but
also on each of MediChem's client's own financial, competitive, marketing and
strategic considerations and regulatory requirements imposed by governmental and
other regulatory entities in the U.S. and other countries, all of which are
beyond deCODE's control. Given the uncertainties inherent in the drug discovery
and development process, deCODE's ability to realize revenues from the drug
discovery and developmental business is highly speculative.

IF DECODE CONTINUES TO INCUR OPERATING LOSSES LONGER THAN ANTICIPATED, OR IN
AMOUNTS GREATER THAN ANTICIPATED, IT MAY BE UNABLE TO CONTINUE ITS OPERATIONS



                                       21
<PAGE>


deCODE incurred a net loss of $15.9 million for the three months ended March 31,
2002 and has an accumulated deficit of $179.1 million at March 31, 2002. deCODE
has never generated a profit and it has not generated revenues except for
payments received in connection with its research and development collaborations
with Roche, other recent collaborations and interest revenues. deCODE must
increase its expenditures substantially over the next several years to develop
its technologies and its internal research programs and to prepare the Clinical
Genome Miner Service, the Icelandic Health Sector Database, the deCODE Combined
Data Processing system and informatics. As a result, deCODE expects to incur
operating losses for several years. If the time required to generate product
revenues and achieve profitability is longer than deCODE currently anticipates
or the level of operating losses is greater than deCODE currently anticipates,
deCODE may not be able to continue its operations.


IF DECODE'S ASSUMPTION ABOUT THE ROLE OF GENES IN DISEASE IS WRONG, IT MAY NOT
BE ABLE TO DEVELOP USEFUL PRODUCTS

The products deCODE hopes to develop involve new and unproven approaches. They
are based on the assumption that information about genes may help scientists to
better understand complex disease processes. Scientists generally have a limited
understanding of the role of genes in diseases, and few products based on gene
discoveries have been developed. Of the products that exist, all are diagnostic
products. To date, deCODE knows of no therapeutic products based on disease gene
discoveries. If deCODE's assumption about the role of genes in the disease
process is wrong, its gene discovery programs may not result in products, the
genetic data included in its database and informatics products may not be useful
to its customers and those products may lose any competitive advantage.

IF DECODE IS NOT ABLE TO OBTAIN SUFFICIENT ADDITIONAL FUNDING TO MEET ITS
EXPANDING CAPITAL REQUIREMENTS, DECODE MAY BE FORCED TO REDUCE OR TERMINATE ITS
RESEARCH PROGRAMS AND PRODUCT DEVELOPMENT

deCODE has spent substantial amounts of cash to fund its research and
development activities and expects to spend substantially more over the next
several years for research and development activities. deCODE expects to use
cash to expand its research and development activities, develop the Clinical
Genome Miner, construct the Icelandic Health Sector Database and the deCODE
Combined Data Processing system, collect the genotype data, develop healthcare
informatics products and conduct drug discovery and developmental activities.
Many factors will influence its future capital needs, including:

- the number, breadth and progress of its discovery and research programs;

- its ability to attract customers;

- its ability to commercialize its discoveries and the resources it devotes to
commercialization;

- the amount it spends to enforce patent claims and other intellectual property
rights; and

- the costs and timing of regulatory approvals.

deCODE intends to rely on Roche and other existing and future collaborators for
significant funding of its research efforts. In addition, deCODE may seek
additional funding through public or private equity offerings and debt
financings. deCODE may not be able to obtain additional financing when it needs
it or the financing may not be on terms favorable to deCODE or its stockholders.
Stockholders' ownership will be diluted if deCODE raises additional capital by
issuing equity securities.

If deCODE raises additional funds through collaborations and licensing
arrangements, it may have to relinquish rights to some of its technologies or
product candidates, or grant licenses on unfavorable terms. If adequate funds
are not available, deCODE would have to scale back or terminate its discovery
and research programs and product development.

DECODE MAY NOT BE ABLE TO FORM AND MAINTAIN THE COLLABORATIVE RELATIONSHIPS THAT
ITS BUSINESS STRATEGY REQUIRES AND THE RELATIONSHIPS MAY LEAD TO DISPUTES OVER
TECHNOLOGY RIGHTS

deCODE must form research collaborations and licensing arrangements with several
partners at the same time to operate its business strategy. deCODE currently has
only six substantial collaborative relationships, including two with Roche. To
succeed, deCODE will have to maintain these relationships and establish
additional collaborations. deCODE cannot be sure that it will be able to
establish the additional research collaborations or licensing arrangements
necessary to develop and commercialize products using its technology or that it
can do so on terms favorable to deCODE. If deCODE's collaborations are not
successful or deCODE is not able to manage multiple collaborations successfully,
its programs will suffer. If deCODE increases the number of collaborations, it
will become more difficult to manage the various collaborations successfully and
the potential for conflicts among the collaborators will increase.



                                       22
<PAGE>

DEPENDENCE ON COLLABORATIVE RELATIONSHIPS MAY LEAD TO DELAYS IN PRODUCT
DEVELOPMENT AND DISPUTES OVER RIGHTS TO TECHNOLOGY

deCODE is dependent on collaborators for the pre-clinical study and clinical
development of therapeutic and diagnostic products and for regulatory approval,
manufacturing and marketing of any products that result from its technology.
deCODE's agreements with collaborators typically allow them significant
discretion in electing whether to pursue such activities. deCODE cannot control
the amount and timing of resources collaborators will devote to its programs or
potential products.

AGREEMENTS WITH COLLABORATORS MAY HAVE THE EFFECT OF LIMITING THE AREAS OF
RESEARCH THAT IT MAY PURSUE EITHER ALONE OR WITH OTHERS

deCODE's arrangements may place responsibility for key aspects of information
technology product development and marketing on its collaborative partners. If
deCODE's collaborators fail to perform their obligations, deCODE's information
technology products could contain erroneous data, design defects, viruses or
software defects that are difficult to detect and correct and may adversely
affect its revenues and the market acceptance of its products. deCODE's
collaborators may stop supporting its products or providing services to it if
they develop or obtain rights to competing products. Disputes may arise in the
future over the ownership of rights to any technology developed with
collaborators. These and other possible disagreements between deCODE's
collaborators and deCODE could lead to delays in the collaborative research,
development or commercialization of products. Such disagreements could also
result in litigation or require arbitration to resolve.

DECODE'S CURRENT FACILITIES AND STAFF ARE INADEQUATE FOR COMMERCIAL PRODUCTION
AND DISTRIBUTION OF PRODUCTS

If deCODE chooses in the future to engage directly in the development,
manufacturing and marketing of certain products, it will require substantial
additional funds, personnel and production facilities.

BECAUSE REVENUES ARE CONCENTRATED, THE LOSS OF A SIGNIFICANT CUSTOMER WOULD HARM
ITS BUSINESS


Historically, a substantial portion of deCODE's and MediChem's revenue has been
derived from contracts with a limited number of significant customers. deCODE's
largest customer, Roche, accounted for approximately 96% of its consolidated
revenue in 2001. MediChem's ten largest customers accounted for approximately
71% of its total contract revenues in 2001. The loss of any significant customer
would significantly lower deCODE's revenues and affect deCODE's progression to
profitability.


DECODE'S RELIANCE ON THE ICELANDIC POPULATION MAY LIMIT THE APPLICABILITY OF ITS
DISCOVERIES TO CERTAIN POPULATIONS

The genetic make-up and prevalence of disease generally varies across
populations around the world. Common complex diseases generally occur with a
similar frequency in Iceland and other western countries. However, the
populations of other western nations may be genetically predisposed to certain
diseases because of mutations not present in the Icelandic population. As a
result, deCODE and its partners may be unable to develop diagnostic and
therapeutic products that are effective on all or a portion of the people with
such diseases. Any difference between the Icelandic population and other
populations may have an effect on the usefulness of the Icelandic Health Sector
Database and the Clinical Genome Miner in studying populations outside of
Iceland. For deCODE's business to succeed, it must be able to apply discoveries
that it makes on the basis of the Icelandic population to other markets.

DECODE'S CREATION AND OPERATION OF THE ICELANDIC HEALTH SECTOR DATABASE DEPENDS
ON ITS DATABASE LICENSE FROM THE ICELANDIC GOVERNMENT AND IS SUBJECT TO
SUPERVISION AND REGULATION, WHICH MAY MAKE ITS DEVELOPMENT OF DATABASE PRODUCTS
MORE EXPENSIVE AND TIME-CONSUMING THAN deCODE ANTICIPATES

deCODE's construction and use of the Icelandic Health Sector Database is subject
to the stipulations of the Database License. The Database License was granted to
deCODE by the Ministry of Health and Social Security of Iceland, or the Health
Ministry, pursuant to the Act on the Health Sector Database, no. 139/1998, or
the Database Act. The Database License permits the processing of healthcare data
from healthcare records and other relevant data into the Icelandic Health Sector
Database. deCODE's data collection and use activities will be supervised by the
Icelandic Health Sector Database Monitoring Committee, the Data Protection
Authority of Iceland and an Interdisciplinary Ethics Committee. In addition, the
Icelandic Bioethics Committee will review deCODE's operation of the database.
Due to this oversight, deCODE is subject to the following additional risks:

- the Health Ministry may withdraw the Database License in the event that deCODE
violates the terms and conditions of the Database License, the Database Act or
its rules;

- the Icelandic parliament may amend the Database Act in ways which would
adversely affect deCODE's ability to develop or market the database;



                                       23
<PAGE>

- there is no precedent interpreting the Database Act or the rules on which
deCODE can rely;

- deCODE may fail to comply with existing data confidentiality requirements of
the Database Act or the Database License, resulting in a loss of the Database
License;

- the Data Protection Authority may modify or impose additional technical
requirements covering areas such as data encryption and privacy protection and
may require greater technical capabilities than deCODE currently has or able to
procure at reasonable cost to deCODE; and

- the Interdisciplinary Ethics Committee may withdraw permission for any type of
research program in the Icelandic Health Sector Database not conducted in
accordance with international rules of bioethics.

Compliance with these requirements can be expensive and time-consuming and may
delay or increase the cost of development of the Icelandic Health Sector
Database and the deCODE Combined Data Processing system and may limit their
usefulness, which may negatively influence the commercial potential of the
Processing System. Iceland is subject to both European Free Trade Association
and European Union competition and public procurement rules. If it is determined
that the Database Act or the Database License breaches such rules, the Database
License could be revoked or diluted.

Even if deCODE is able to successfully create and market the Icelandic Health
Sector Database and the deCODE Combined Data Processing system, the Database
License will expire in January 2012. There is no assurance that deCODE will
obtain further access rights on favorable terms, if at all.

IF DECODE FAILS TO PROTECT CONFIDENTIAL DATA ADEQUATELY, IT COULD INCUR
LIABILITY OR LOSE ITS DATABASE LICENSE

deCODE is required, under the Database Act and the Database License, to encrypt
all patient data and to take other actions to ensure the confidentiality of data
included in the Icelandic Health Sector Database and to restrict access to it.
deCODE must develop the Icelandic Health Sector Database in accordance with the
terms regarding technology, security and organizational established by the Data
Protection Authority of Iceland. The Database Protection Authority may
periodically review and amend such terms in light of new technology or change of
circumstances. The customers for deCODE's products also may impose additional
confidentiality requirements. deCODE may accidentally disclose confidential data
as a result of technical failures or human error by its employees or those of
its customers or collaborators. Any failure to comply fully with all
confidentiality requirements could lead to liability for damages incurred by
individuals whose privacy is violated, the loss of the Database License, the
loss of its customers and reputation and the loss of the goodwill and
cooperation of the Icelandic population, including healthcare professionals.

IF DECODE IS NOT ABLE TO ENTER INTO AGREEMENTS WITH MORE ICELANDIC HEALTH
INSTITUTIONS IN ORDER TO COLLECT DATA, deCODE WILL NOT BE ABLE TO CONSTRUCT AND
OPERATE THE ICELANDIC HEALTH SECTOR DATABASE

deCODE is required by the Database License to enter into agreements with
Icelandic health institutions and self-employed health service professionals
regarding access to and the processing of information from medical records. To
date, deCODE has only entered into agreements with nineteen Icelandic health
institutions. deCODE cannot be certain that it will enter into agreements with
enough additional health institutions or on terms favorable to it. deCODE's
inability to enter into additional agreements on favorable terms or in a timely
manner could have material adverse effect on its ability to construct and
operate the Icelandic Health Sector Database.

ETHICAL CONCERNS MAY LIMIT DECODE'S ABILITY TO DEVELOP AND USE THE ICELANDIC
HEALTH SECTOR DATABASE AND THE DECODE COMBINED DATA PROCESSING SYSTEM AND MAY
LEAD TO LITIGATION AGAINST DECODE OR THE ICELANDIC GOVERNMENT

The Icelandic parliament's passage of the Database Act and the Health Ministry's
granting of the Database License have raised ethical concerns in Iceland and
internationally. These concerns may lead to litigation in U.S., Icelandic or
other national or international courts (for example, on the basis of an alleged
breach of the patient-doctor confidentiality, constitutional privacy issues,
international conventions dealing with protection of privacy issues or human
rights conventions). In February 2000, an Icelandic organization known as
Mannvernd, or The Association of Icelanders for Ethics in Science and Medicine,
and a group of physicians and other citizens issued a press release announcing
their intention to file lawsuits against the State of Iceland and any other
relevant parties, including deCODE, to test the constitutionality of the
Database Act. According to the press release, the lawsuit will allege human
rights violations and challenge the validity of provisions of the Database Act.
To date no such suit has been brought against deCODE. One lawsuit has been
brought in Icelandic courts against the Directorate of Public Health in Iceland
challenging the constitutionality of the Database Act. In the event that the
Icelandic State by a final judgment is found to be liable or subject to payment
to any third party as a result of the passage of legislation on the Icelandic
Health Sector Database and/or the issuance of the Database License,



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deCODE's agreement with the Health Ministry requires deCODE to indemnify the
Icelandic State against all damages and costs incurred in connection with such
litigation. In addition, the pendency of such litigation could lead to delay in
the development of the Icelandic Health Sector Database and the deCODE Combined
Data Processing system, and an unfavorable outcome could prevent deCODE from
developing and operating the Icelandic Health Sector Database and the deCODE
Combined Data Processing system.

DECODE HAS AGREED TO INDEMNIFY AND HOLD HARMLESS THE ICELANDIC GOVERNMENT, WHICH
MAY CAUSE DECODE TO INCUR DAMAGES AND MAY LIMIT ITS RIGHT TO TAKE CERTAIN LEGAL
ACTIONS AGAINST THE GOVERNMENT

deCODE is subject to a very extensive indemnity clause in its agreement with the
Health Ministry, pursuant to which deCODE has agreed:

- not to make any claim against the government if the Database Act or the
Database License is amended as a result of the Database Act or rules relating to
the Icelandic Health Sector Database are found to be inconsistent with the rules
of the European Economic Area, or other international rules and agreements to
which Iceland is or becomes a party;

- that if the Icelandic State, by a final judgment, is found to be liable or
subject to payment to any third party as a result of the passage of the Database
Act and/or issuance of the Database License, deCODE will indemnify the state
against all damages and costs in connection with the litigation; and

- to compensate any third parties with whom the Icelandic government negotiates
a settlement of liability claims arising from the Database Act and/or the
issuance of the Database License, provided that the Icelandic government
demonstrates that it was justified in agreeing to make payments pursuant to the
settlement.

CONCERNS REGARDING THE USE OF GENETIC TESTING RESULTS MAY LIMIT THE COMMERCIAL
VIABILITY OF ANY PRODUCTS DECODE DEVELOPS

Other companies have developed genetic predisposition tests that have raised
ethical concerns. It is possible that employers or others could discriminate
against people who have a genetic predisposition to certain diseases. Concern
regarding possible discrimination may result in governmental authorities
enacting restrictions or bans on the use of all, or certain types of, genetic
testing. Similarly, such concerns may lead individuals to refuse to use genetic
tests even if permissible. These factors may limit the market for, and therefore
the commercial viability of, products that deCODE's collaborators and deCODE
develops.

DECODE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER COMPANIES AND
GOVERNMENT AGENCIES IN THE DEVELOPMENT AND MARKETING OF PRODUCTS AND SERVICES

A number of companies are attempting to rapidly identify and patent genes that
cause diseases or an increased susceptibility to diseases. Competition in this
field and deCODE's other areas of business, including database services,
healthcare informatics and drug discovery and development, is intense and is
expected to increase. deCODE has numerous competitors, including major
pharmaceutical and diagnostic companies, specialized biotechnology firms,
universities and other research institutions, the United States-funded Human
Genome Project and other government-sponsored entities and companies providing
healthcare information products. deCODE's collaborators, including Roche, may
also compete with deCODE. Many of deCODE's competitors have considerably greater
capital resources, research and development staffs and facilities, and technical
and other resources than deCODE does, which may allow them to discover important
genes before deCODE does. deCODE believes that a number of its competitors are
developing competing products and services that may be commercially successful
and that are further advanced in development than its potential products and
services. To succeed, deCODE, together with its collaborators, must discover
disease-predisposing genes, characterize their functions, develop genetic tests
or therapeutic products and related information services based on such
discoveries, obtain regulatory and other approvals, and launch such services or
products before competitors. Even if deCODE's collaborators or deCODE is
successful in developing effective products or services, deCODE's products and
services may not successfully compete with those of its competitors. deCODE's
competitors may succeed in developing and marketing products and services that
are more effective than deCODE's or that are marketed before deCODE's.

Competitors have established, and in the future may establish, patent positions
with respect to gene sequences related to deCODE's research projects. Such
patent positions or the public availability of gene sequences comprising
substantial portions of the human genome could decrease the potential value of
deCODE's research projects and make it more difficult for deCODE to compete.
deCODE may also face competition from other entities in gaining access to DNA
samples used for research and development purposes.

deCODE expects competition to intensify as technical advances are made and
become more widely known. deCODE's future success will depend in large part on
maintaining a competitive position in the genomics field. Others' or deCODE's
rapid technological development may result in products or technologies becoming
obsolete before deCODE recovers the expenses it incurs in developing them. Less
expensive or more effective technologies could make future products obsolete.
deCODE cannot be certain that it will be able to make the necessary enhancements
to any products it develops to compete successfully with newly emerging
technologies.




                                       25
<PAGE>

OTHERS MAY CLAIM INTELLECTUAL PROPERTY RIGHTS TO DECODE'S GENEALOGY DATABASE,
WHICH COULD PREVENT DECODE FROM USING SOME OR ALL OF ITS DATABASE AND IMPAIR ITS
ABILITY TO DERIVE REVENUES FROM ITS DATABASE AND GENE DISCOVERY SERVICES

There are other firms and agencies that have prepared, or are currently
preparing, genealogy databases similar to the one deCODE has developed. If any
parties claim that any of deCODE's databases infringes on their intellectual
property rights, deCODE would have to defend against their claim, cease using
the infringing property or pay them for the use of the infringing property. Two
parties have filed a copyright infringement suit against deCODE in Iceland. They
claim to hold copyrights to approximately 100 Icelandic genealogy books and
claim that deCODE has used data from these books in the creation of its
genealogy database, in violation of their rights. The claimants seek to prevent
deCODE's use of its genealogy database. They also seek monetary damages in the
amount of approximately 616 million Icelandic kronas. deCODE believes that this
suit is without merit and intends to defend it vigorously, but if it were
successful it could have a material adverse effect on deCODE's database and gene
discovery services.

DECODE MAY NOT BE ABLE TO PROTECT THE PROPRIETARY RIGHTS THAT ARE CRITICAL TO
ITS SUCCESS

deCODE's success will depend on its ability to protect its genealogy database
and genotypic data and any other proprietary databases that it develops and its
proprietary software and other proprietary methods and technologies. Despite
deCODE's efforts to protect its proprietary rights, unauthorized parties may be
able to obtain and use information that deCODE regards as proprietary. deCODE's
commercial success will depend in part on obtaining patent protection. The
patent positions of pharmaceutical, biopharmaceutical and biotechnology
companies, including deCODE's, are generally uncertain and involve complex legal
and factual considerations. deCODE cannot be sure that any of its pending patent
applications will result in issued patents, that it will develop additional
proprietary technologies that are patentable, that any patents issued to deCODE
or deCODE's partners will provide a basis for commercially viable products, will
provide deCODE with any competitive advantages or will not be challenged by
third parties, or that the patents of others will not have an adverse effect on
deCODE's ability to do business.

In addition, patent law relating to the scope of claims in the area of genetics
and gene discovery is still evolving. There is substantial uncertainty regarding
the patentability of genes or gene fragments without known functions. The laws
of some European countries provide that genes and gene fragments may not be
patented. The Commission of the EU has passed a directive that prevents the
patenting of genes in their natural state. The U.S. Patent and Trademark Office
initially rejected a patent application by the National Institutes of Health on
partial genes. Accordingly, the degree of future protection for deCODE's
proprietary rights is uncertain and, deCODE cannot predict the breadth of claims
allowed in any patents issued to it to others. deCODE could also incur
substantial costs in litigation if it is required to defend itself in patent
suits brought by third parties or if it initiates such suits.

Others may have filed and in the future are likely to file patent applications
covering genes or gene products that are similar or identical to deCODE's
products. deCODE cannot be certain that its patent applications will have
priority over any patent applications of others. The mere issuance of a patent
does not guarantee that it is valid or enforceable; thus even if deCODE is
granted patents it cannot be sure that they would be valid and enforceable
against third parties. Further, a patent does not provide the patent holder with
freedom to operate in a way that infringes the patent rights of others. Any
legal action against deCODE or its partners claiming damages and seeking to
enjoin commercial activities relating to the affected products and processes
could, in addition to subjecting deCODE to potential liability for damages,
require deCODE or its partners to obtain a license in order to continue to
manufacture or market the affected products and processes. There can be no
assurance that its partners or deCODE would prevail in any action or that any
license required under any patent would be made available on commercially
acceptable terms, if at all. If licenses are not available, its partners or
deCODE may be required to cease marketing its products or practicing its
methods.

If expressed sequence tags, single nucleotide polymorphisms, or SNPs, or other
sequence information become publicly available before deCODE applies for patent
protection on a corresponding full-length or partial gene, deCODE's ability to
obtain patent protection for those genes or gene sequences could be adversely
affected. In addition, other parties are attempting to rapidly identify and
characterize genes through the use of gene expression analysis and other
technologies. If any patents are issued to other parties on these partial or
full-length genes or gene products or uses for such genes or gene products, the
risk increases that the sale of deCODE's or its collaborators' potential
products or processes may give rise to claims of patent infringement. The amount
of supportive data required for issuance of patents for human therapeutics is
highly uncertain. If more data than deCODE has available is required, our
ability to obtain patent protection could be delayed or otherwise adversely
affected. Even with supportive data, the ability to obtain patents is uncertain
in view of evolving examination guidelines, such as the utility and written
description guidelines that the U.S. Patent and Trademark Office has adopted.

While deCODE requires employees, academic collaborators and consultants to enter
into confidentiality agreements, there can be no assurance that proprietary
information will not be disclosed, that others will not independently develop
substantially equivalent proprietary information and techniques, otherwise gain
access to our trade secrets or disclose such technology, or that deCODE can
meaningfully protect its trade secrets. If the information processed by the
deCODE Combined Data Processing system is disclosed without deCODE's
authorization, demand for its products and services may be adversely affected.



                                       26
<PAGE>

REGULATORY APPROVALS FOR PRODUCTS RESULTING FROM DECODE'S GENE DISCOVERY
PROGRAMS MUST BE OBTAINED OR DECODE WILL NOT BE ABLE TO DERIVE REVENUES FROM
THESE PRODUCTS

Government agencies must approve new drugs and diagnostic products in the
countries in which they are to be marketed. deCODE cannot be certain that we can
obtain regulatory approval for any drugs or diagnostic products resulting from
its gene discovery programs. The regulatory process can take many years and
require substantial resources. Because some of the products likely to result
from deCODE's disease research programs involve the application of new
technologies and may be based upon a new therapeutic approach, various
government regulatory authorities may subject such products to substantial
additional review. As a result, these authorities may grant regulatory approvals
for these products more slowly than for products using more conventional
technologies. Furthermore, regulatory approval may impose limitations on the use
of a drug or diagnostic product.

After initial regulatory approval, a marketed product and its manufacturer must
undergo continuing review. Discovery of previously unknown problems with a
product may have adverse effects on deCODE's business, financial condition and
results of operations, including withdrawal of the product from the market.

DECODE'S DEPENDENCE UPON A SINGLE THIRD PARTY FOR SEQUENCING MACHINES MAY IMPAIR
ITS RESEARCH PROGRAMS

deCODE currently uses a single manufacturer to supply the gene sequencing
machines that it uses in its gene discovery program and their necessary
supplies. While other types of gene sequencing machines are available from other
manufacturers, deCODE does not believe that the other machines are as efficient
as the machines it currently uses. deCODE cannot be sure that the gene
sequencing machines or their necessary supplies will remain available in
sufficient quantities at acceptable costs. If deCODE cannot obtain additional
supplies for its gene sequencing machines at commercially reasonable rates, or
if deCODE is required to change to a new supplier of gene sequencing machines,
its gene discovery programs would be adversely affected.

EFFORTS TO REDUCE HEALTHCARE COSTS MAY REDUCE MARKET ACCEPTANCE OF DECODE'S
PRODUCTS

deCODE's success will depend in part on the price and extent to which it will be
paid for its products by government and health administration authorities,
private health insurers and other third party payors. Reimbursement for newly
approved healthcare products is uncertain. Third party payors, including
Medicare in the United States, are increasingly challenging the prices charged
for medical products and services. They are increasingly attempting to contain
healthcare costs by limiting both coverage and the level of reimbursement for
new therapeutic products. deCODE cannot be certain that any third party
insurance coverage will be available to patients for any products deCODE
discovers or develops. If third party payors do not provide adequate coverage
and reimbursement levels for deCODE's products, the market acceptance of these
products may be materially reduced.

Numerous governments have undertaken efforts to control growing healthcare costs
through legislation, regulation and voluntary agreements with medical care
providers and pharmaceutical companies. If cost containment efforts limit the
profits that can be derived from new drugs, deCODE's customers may reduce their
research and development spending which could reduce the business they outsource
to deCODE.

DECODE'S OPERATIONS MAY BE IMPAIRED UNLESS IT CAN SUCCESSFULLY MANAGE ITS GROWTH

deCODE has recently experienced significant growth in the number of its
employees and the scope of its operations and its facilities, and will continue
to grow as a result of the MediChem acquisition. deCODE's management and
operations are, and may continue to be, under significant strain due to this
growth. To manage deCODE's growth, deCODE must strengthen its management team
and attract and retain skilled employees. deCODE cannot be sure that it will be
able to retain qualified employees. deCODE's success will also depend on its
ability to improve its management information, research information and
operational control systems and to expand, train and manage its workforce.

CHANGES IN OUTSOURCING TRENDS AND CONSOLIDATION IN THE PHARMACEUTICAL AND
BIOTECHNOLOGY INDUSTRIES COULD ADVERSELY AFFECT DECODE'S GROWTH

Economic factors and industry trends that affect deCODE's primary customers,
pharmaceutical and biotechnology companies also affect deCODE's business. For
example, the practice of many companies in these industries has been to
outsource from organizations like deCODE to conduct genetic research, clinical
research, sales and marketing projects and chemistry research and development
projects. Some industry commentators believe that the rate of growth of
outsourcing will trend downward. If these industries reduce their present
tendency to outsource those projects, deCODE's operations, financial condition
and growth rate could be materially and adversely affected. deCODE also believes
it has been negatively impacted by pending mergers and other factors in the
pharmaceutical industry, which appear to have slowed decision making by its
customers and delayed certain trials. A continuation of these trends would have
an ongoing adverse effect on its business. Our ability to generate new business
could be impaired by general economic downturns in our customers' industries.



                                       27
<PAGE>

SOME PARTS OF DECODE'S PRODUCT DEVELOPMENT SERVICES CREATE A RISK OF LIABILITY
FROM CLINICAL TRIAL PARTICIPANTS AND THE PARTIES WITH WHOM IT CONTRACTS

deCODE, through its subsidiary Encode ehf., contracts with drug companies to
perform a wide range of services to assist them in bringing new drugs to market.
deCODE also contracts with physicians to serve as investigators in conducting
clinical trials. deCODE's services include:

- supervising clinical trials;

- data and laboratory analysis; - patient recruitment;

- acting as investigators in conducting clinical trials; and - engaging in Phase
I clinical trials.

If, in the course of these trials or activities:

- deCODE does not perform its services to contractual or regulatory standards;

- patients or volunteers suffer personal injury caused by or death from adverse
reactions to the test drugs or otherwise;

- there are deficiencies in the professional conduct of the investigators with
whom deCODE contracts;

- one of deCODE's laboratories inaccurately reports or fails to report lab
results; or

- deCODE's informatics products violate rights of third parties; then, deCODE
would have a risk of liability from the drug companies with whom it contracts or
the study participants. deCODE maintains insurance to cover ordinary risks but
any insurance might not be adequate, and it would not cover the risk of a
customer deciding not to do business with deCODE as a result of poor
performance.

USE OF THERAPEUTIC OR DIAGNOSTIC PRODUCTS DEVELOPED AS A RESULT OF DECODE'S
PROGRAMS MAY RESULT IN PRODUCT LIABILITY CLAIMS FOR WHICH DECODE HAS INADEQUATE
INSURANCE

The users of any therapeutic or diagnostic products developed as a result of
deCODE's discovery or research programs or the use of its database or medical
decision-support products may bring product liability claims against deCODE.
deCODE currently does not carry liability insurance to cover such claims. deCODE
is not certain that its collaborators or it will be able to obtain such
insurance or, if obtained, that sufficient coverage can be acquired at a
reasonable cost. If deCODE cannot protect against potential liability claims,
deCODE's collaborators or deCODE may find it difficult or impossible to
commercialize products.

DECODE MAY BE UNABLE TO HIRE AND RETAIN THE KEY PERSONNEL UPON WHOM ITS SUCCESS
DEPENDS

deCODE depends on the principal members of its management and scientific staff,
including Dr. Kari Stefansson, Chairman, President and Chief Executive Officer,
Hannes Smarason, Senior Vice President and Business Officer, and Dr. Jeffrey
Gulcher, Vice President, Research and Development, among others, and, since the
MediChem acquisition, key management and scientific staff of MediChem. deCODE
has not entered into agreements with any of these persons that bind them to a
specific period of employment, except that two key employees of MediChem's
wholly-owned subsidiary, Emerald BioStructures, Inc., have entered into
employment agreements with deCODE for a term of one year. If any of these people
leaves deCODE, deCODE's ability to conduct its operations may be negatively
affected. deCODE's future success also will depend in part on its ability to
attract, hire and retain additional personnel. There is intense competition for
such qualified personnel and deCODE cannot be certain that it will be able to
continue to attract and retain such personnel. Failure to attract and retain key
personnel could have a material adverse effect on deCODE.

In addition, the success of deCODE's business depends in part on the continued
service of key MediChem personnel. Despite deCODE's efforts to retain quality
employees, it might lose some of MediChem's key employees. In addition, the
acquisition may have caused current and prospective deCODE and/or MediChem
employees to experience uncertainty about their future roles with deCODE. This
may adversely affect deCODE's ability to attract and retain key management,
technical, sales and marketing personnel.

CURRENCY FLUCTUATIONS MAY NEGATIVELY AFFECT DECODE'S FINANCIAL CONDITION

deCODE publishes its consolidated financial statements in U.S. dollars. Currency
fluctuations can affect its financial results because a portion of its cash
reserves and its operating costs are in Icelandic kronas. A fluctuation of the
exchange rates of the Icelandic krona against the U.S. dollar can thus adversely
affect the "buying power" of deCODE's cash reserves and revenues. Most of
deCODE's long-term liabilities are U.S. dollar denominated. However, deCODE may
enter into hedging transactions if it has substantial foreign currency exposure
in the future. deCODE may have increased exposure as a result of investments or
payments from collaborative partners.




                                       28
<PAGE>

DECODE'S CONTRACTS MAY BE TERMINABLE UPON SHORT NOTICE

MediChem's contracts are generally terminable upon 10 to 90 days' notice.
deCODE's contracts thus will be subject to termination for numerous reasons, any
of which may be beyond its control such as a reduction or reallocation of a
customer's research and development budget or a change in a customer's overall
financial condition. The loss of a large contract or multiple smaller contracts,
or a significant decrease in revenue derived from a contract, could
significantly reduce deCODE's profitability and require it to reallocate under-
utilized physical and professional resources.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

The following is a list of exhibits filed as part of this Quarterly Report on
Form 10-Q.


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>

EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT
<S>        <C>

3.1        Amended and Restated Certificate of Incorporation, as further amended
           (Incorporated by reference to Exhibit 3.1 and Exhibit 3.3 to the
           Company's Registration Statement on Form S-1 (Registration No.
           333-31984) which became effective on July 17, 2000)

3.2        Bylaws, as amended (Incorporated by reference to Exhibit 3.2 to
           Company's Registration Statement on Form S-1 (Registration No.
           333-31984) which became effective on July 17, 2000)

4.1        Warrant Certificate, dated May 6, 2002, issued to Islandsbanki-FBA hf.
           (Previously filed)

4.2        Form of Indexed Bond (Tier A) (Previously filed)

4.3        Form of Indexed Bond (Tier C) (Previously filed)

10.1       Annex to the Agreement on the Details of the Arrangement of
           Encumbrances in the Site Agreement between the University of Iceland
           and Islensk erfdagreining ehf., dated as of January 4, 2002
           (Incorporated by reference to Exhibit 10.39 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 2001.)

10.2#      Research Collaboration and Cross-License Agreement among
           F.Hoffman-LaRoche Ltd and Hoffman-La Roche Inc. and deCODE genetics,
           ehf. (Islensk erfdagreining), effective as of February 2, 2002
           (Incorporated by reference to Exhibit 10.46 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 2001)

10.3       Currency Exchange Agreement between Vetrargardurinn ehf, and
           Islandsbanki-FBA hf., dated as of March 13, 2002 (Previously filed)


10.4       General Bond with Consumer Price Index between Islandsbanki-FBA hf.
           and Vetrargardurinn ehf., dated as of February 8, 2002 (Previously filed)


10.5#      Loan Agreement between Islandsbanki-FBA hf. and Vetrargardurinn ehf.,
           dated as of March 13, 2002 (Previously filed)
</TABLE>


                                       29
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
<S>        <C>
18.        Letter from PricewaterhouseCoopers ehf. regarding change in accounting
           principles (Previously filed)

99.1       Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


#          A request for confidential treatment had been granted with respect to
           this exhibit.


</TABLE>

(b) REPORTS ON FORM 8-K

On March 21, 2002, deCODE filed a Current Report on form 8-K dated March 18,
2002, reporting the acquisition of MediChem Life Sciences, Inc.






                                       30
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

DATED APRIL 15, 2003

                                         deCODE genetics, Inc.

                                               /s/ Kari Stefansson

                            --------------------------------------
                                                   Kari Stefansson
                                              Chairman, President,

                                           Chief Executive Officer

                                                /s/ Lance Thibault

                            --------------------------------------
                                                    Lance Thibault
                                       Chief Financial Officer and
                                    Treasurer (principal financial
                         officer and principal accounting officer)





                                       31
<PAGE>

                                 CERTIFICATIONS

I, Kari Stefansson, Chief Executive Officer, certify that:

      1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form
10-Q of deCODE genetics, Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report fairly present, in all material
respects, the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Dated: April 15, 2003                                /s/ Kari Stefansson
                                                     -------------------
                                                     Kari Stefansson
                                                     Chief Executive Officer



I, Lance E. Thibault, Chief Financial Officer, certify that:

      1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form
10-Q of deCODE genetics, Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report fairly present, in all material
respects, the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Dated: April 15, 2003                                /s/ Lance E. Thibault
                                                     ----------------------
                                                     Lance E. Thibault
                                                     Chief Financial Officer



                                       32
<PAGE>

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>

EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
<S>        <C>
3.1        Amended and Restated Certificate of Incorporation, as further amended
           (Incorporated by reference to Exhibit 3.1 and Exhibit 3.3 to the Company's
           Registration Statement on Form S-1 (Registration No. 333-31984) which
           became effective on July 17, 2000)

3.2        Bylaws, as amended (Incorporated by reference to Exhibit 3.2 to Company's
           Registration Statement on Form S-1 (Registration No. 333-31984) which
           became effective on July 17, 2000)

4.1        Warrant Certificate, dated May 6, 2002, issued to Islandsbanki-FBA hf.
           (Previously filed)

4.2        Form of Indexed Bond (Tier A) (Previously filed)

4.3        Form of Indexed Bond (Tier C) (Previously filed)


10.1       Annex to the Agreement on the Details of the Arrangement of Encumbrances
           in the Site Agreement between the University of Iceland and Islensk
           erfdagreining ehf., dated as of January 4, 2002 (Incorporated by reference
           to Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year
           ended December 31, 2001.)

10.2#      Research Collaboration and Cross-License Agreement among F.Hoffman-LaRoche
           Ltd and Hoffman-La Roche Inc. and deCODE genetics, ehf. (Islensk
           erfdagreining), effective as of February 2, 2002 (Incorporated by
           reference to Exhibit 10.46 to the Company's Annual Report on Form 10-K for
           the year ended December 31, 2001)

10.3       Currency Exchange Agreement between Vetrargarourinn ehf, and
           Islandsbanki-FBA hf., dated as of March 13, 2002 (Previously filed)


10.4       General Bond with Consumer Price Index between Islandsbanki-FBA hf. and
           Vetrargarourinn ehf., dated as of February 8, 2002 (Previously filed)


10.5#      Loan Agreement between Islandsbanki-FBA hf. and Vetrargarourinn ehf.,
           dated as of March 13, 2002 (Previously filed)


18.        Letter from PricewaterhouseCoopers ehf. regarding change in accounting
           principles (Previously filed)

99.1       Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

#          A request for confidential treatment had been granted with respect to
           this exhibit.

</TABLE>




                                       33