<PAGE>

                                                                   EXHIBIT 10.46

                                                     EXECUTION COPY - 22 03 2004

                            ASSET PURCHASE AGREEMENT

                               MANTEIA TECHNOLOGY

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                                                     EXECUTION COPY - 22 03 2004

<TABLE>
<S>                                                                                    <C>
ARTICLE.1           PURCHASE AND SALE OF ASSETS.................................        5

ARTICLE.2           CLOSING AND PURCHASE PRICE..................................        6

ARTICLE.3           REPRESENTATIONS AND WARRANTIES OF THE SELLER................        8

ARTICLE.4           REPRESENTATIONS AND WARRANTIES OF SOLEXA....................        9

ARTICLE.5           REPRESENTATIONS AND WARRANTIES OF LYNX......................       10

ARTICLE.6           OTHER COVENANTS AND AGREEMENTS OF THE SELLER................       13

ARTICLE.7           OTHER COVENANTS AND AGREEMENTS OF THE BUYERS................       15

ARTICLE.8           OTHER COVENANTS AND AGREEMENTS OF LYNX  AND THE SELLER
                    WITH  RESPECT TO THE LYNX SHARES............................       15

ARTICLE.9           CONDITIONS PRECEDENT........................................       23

ARTICLE.10          MISCELLANEOUS...............................................       24

SCHEDULE.1.1        MANTEIA TANGIBLE ASSETS.....................................

SCHEDULE.1.2        MANTEIA PATENTS.............................................

SCHEDULE.1.3        MANTEIA KNOW HOW............................................

SCHEDULE.1.4        MOSAIC LICENSE..............................................

SCHEDULE.2.2        EXAMPLE OF THE COMPUTATION OF THE DEFFERED CONSIDERATION....

SCHEDULE.2.3A       FORM OF ASSIGNMENT OF PATENTS...............................

SCHEDULE.2.3C       WAIVER FROM EMPLOYEES.......................................

SCHEDULE.2.3D       LETTER FROM SERONO SA.......................................

SCHEDULE.2.3I       LETTER TO GLAXOSMITHKLINE...................................

SCHEDULE.2.3J       MOSAIC LICENSE ASSIGNMENT AGREEMENT.........................
</TABLE>

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                                                     EXECUTION COPY - 22 03 2004

<TABLE>
<S>                                                                                    <C>
SCHEDULE.5.1        LYNX DISCLOSURE SCHEDULE....................................

SCHEDULE.5.F        LYNX SECURITIES.............................................

SCHEDULE.5.L        LYNX SECURITIES REGISTRATION RIGHTS.........................

SCHEDULE.8.3A       PLAN OF DISTRIBUTION........................................

SCHEDULE.8.8        EXISTING LYNX REGISTRATION RIGHTS...........................

SCHEDULE.8.10       OTHER REGISTRATION STATEMENT................................
</TABLE>

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                                                     EXECUTION COPY - 22 03 2004

This Asset Purchase Agreement (the "AGREEMENT") is made and entered into as of
March 22, 2004 ( the "SIGNING DATE") by and between:

MANTEIA SA, a company established under the laws of Switzerland and having its
registered office at zone industrielle, 1267 Coinsins, Switzerland (the
"SELLER")

                                                                 on the one hand

                                      and

SOLEXA LIMITED, a company established under the laws of England and Wales and
having its registered office at Little Chesterford, Saffron Walden, Essex CB10
1XL (hereinafter referred to as "SOLEXA")

                                      and

LYNX THERAPEUTICS INC, a company established under the laws of Delaware and
having its registered office at 25861 Industrial Boulevard, Hayward, CA 94545,
United States of America (hereinafter referred to as "LYNX")

(Solexa and Lynx hereinafter collectively referred to as the "BUYERS", each of
them a "BUYER")

                                                               on the other hand

The Seller and the Buyers are hereinafter collectively referred to as the
"PARTIES", and individually as a "PARTY".

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PREAMBLE

Whereas the Seller was incorporated in November 2000 and has been working toward
the development of a proprietary technology in the field of genotyping and high
throughput sequencing of human DNA.

Whereas, due to financial difficulties, the Seller has initiated on November 4,
2003 a debt restructuring procedure by filing a request for a provisory debt
restructuring moratorium pursuant to Article 293 of the Swiss Debt Enforcement
and Bankruptcy Statute.

Whereas the Debt Restructuring Court has granted to the Seller a provisory debt
restructuring moratorium for a period of two months on November 10, 2003.

Whereas the Debt Restructuring Court has appointed a commissioner (in the person
of Mr Bruno Vocat, the "COMMISSIONER") in order to supervise the activities of
the Seller.

Whereas a debt restructuring moratorium (the "MORATORIUM") has been granted by
the Debt Restructuring Court and is in force until August 2, 2004. The duration
of the Moratorium can be further extended by Court decision.

Whereas the Seller currently employs only two employees, of which only Mr
Gerardo Turcatti is still in activity for the Seller. All other employment
relationships have been terminated by the Seller in accordance with the
provisions of the Swiss Federal Code of Obligations ("CO").

Whereas the Seller has organized a bid process for the sale of its assets under
the supervision of the Commissioner.

Whereas Lynx and Solexa were allowed to (i) conduct technical and legal due
diligence and site visit at the Seller's premises for two consecutive days each,
(ii) ask detailed follow-up questions to the Seller, all of which were promptly
answered by the Seller, and (iii) share the results of such investigations with
one another.

Whereas the Buyers have shown their interest in purchasing certain assets of the
Seller and have sent to the Seller an Offer Letter dated February 17, 2004.

Whereas the Buyers now desire to purchase from the Seller and the Seller desires
to sell to the Buyers certain assets of the Seller specifically designated in
this Agreement and the related schedules.

Whereas the Parties do not intend to structure the present transaction as a
transfer of a business with assets and liabilities in accordance with article
181 CO.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

                     ARTICLE.1 PURCHASE AND SALE OF ASSETS

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1.1   On and subject to the terms and conditions set forth in this Agreement,
      the Seller hereby agrees to sell, assign, transfer and deliver to the
      Buyers and the Buyers agree to purchase from the Seller all of the
      Seller's right, title and interest in and to the following assets
      (collectively, the "PURCHASED ASSETS"):

      (i)   Tangible assets: the tangible assets set forth in SCHEDULE 1.1
            hereto (the "TANGIBLE ASSETS").

      (ii)  Patents: the patents set forth in SCHEDULE 1.2 hereto (the
            "PATENTS").

      (iii) Know how: the know how of the Seller derived from or associated with
            the Tangible Assets and the Patents (the "KNOW HOW"), including but
            not limited to the Know How set forth in SCHEDULE 1.3.

      (iv)  License: The license to the Patents of Mosaic Technologies as set
            forth in SCHEDULE 1.4 hereto (the "MOSAIC LICENSE").

1.2   The Parties agree not to structure this purchase as a transfer of a
      business with assets and liabilities in accordance with art. 181 CO.

                      ARTICLE.2 CLOSING AND PURCHASE PRICE

2.1   The closing of the transactions contemplated by this Agreement (the
      "CLOSING") shall take place at the latest ten (10) business days following
      the satisfaction of the Conditions Precedent set forth in clauses (i) and
      (ii) of Article 9.1 below, or such other date as the Parties may mutually
      agree in writing.

2.2   The aggregate purchase price for the Purchased Assets is USD 4'000'000.-
      (four million US dollars) (hereinafter referred to as the "PURCHASE
      PRICE"). The payment of the Purchase Price shall be made as follows:

      (i)   Cash Consideration:

      At the Closing, Solexa shall arrange for payment to the Seller of USD
      2'000'000 (two million US Dollars), being fifty (50) percent of the
      Purchase Price in cash (the "CASH CONSIDERATION") by a wire transfer of
      freely available USD denominated funds to Seller's bank account to be
      indicated by the Seller.

      (ii)  Share Consideration:

      At the Closing, Lynx shall issue and deliver to the Seller shares of
      common stock of Lynx (the "LYNX SHARES") for a value representing the
      remaining fifty (50) percent of the Purchase Price (the "SHARE
      CONSIDERATION"). The number of Lynx Shares to be issued and delivered to
      the Seller for the Share Consideration shall be determined by reference to
      the average of the volume weighted average price of Lynx Shares for the
      ten (10) trading days prior to the day prior to the filing date of the
      Registration Statement with the U.S. Securities and Exchange Commission
      (the "COMMISSION"), as per Article 8.3 below, less a 20% discount. An
      example of the computation of the Share Consideration is attached as
      SCHEDULE 2.2. Price and volume information used to determine the number of
      Lynx Shares to be issued to the Seller shall be extracted from a reliable
      external source of information such as Reuters or Bloomberg.

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2.3   At the Closing, the Seller shall deliver to the Buyers:

      a) A duly executed assignment of the Patents (notarized and apostilled for
         Manteia SA), essentially on the form attached hereto as SCHEDULE 2.3a);

      b) The Patents prosecution files, any general and background files and any
         summaries, searches and opinions relating to the Patents, any and all
         searches, opinions, summaries etc. relating to the Freedom to Operate
         (FTO) of the Patents and any documentation relating to draft
         applications or subject-matter considered for filing in the last
         eighteen (18) months but have never been filed, if any;

      c) Duly executed waivers of the two current employees, essentially in the
         form attached hereto as SCHEDULE 2.3c);

      d) Letter of Serono, essentially in the form attached hereto, as SCHEDULE
         2.3d)

      e) The Tangible Assets;

      f) A duly passed resolution of the board of directors of the Seller
         approving the execution and consummation of this Agreement;

      g) The approval of the Commissioner to execute and consummate this
         Agreement;

      h) An approval rendered by the Tribunal d'arrondissement de la Cote, 1260
         Nyon (the "DEBT RESTRUCTURING COURT") approving the execution and
         consummation of this Agreement;

      i) The letter sent to and countersigned by GlaxoSmithKline, a copy of
         which is attached hereto as SCHEDULE 2.3i);

      j) A written document assigning the Mosaic License to the Buyers (the
         "MOSAIC LICENSE ASSIGNMENT AGREEMENT") essentially in the form attached
         hereto as SCHEDULE 2.3j);

      k) A complete set of all agreements still in force or already terminated
         which relate to the Patents, the Know-How and the Mosaic-License;

      l) A complete set of any and all publications relating to the Patents, the
         Know-How and the Mosaic-License.

2.4   At Closing the Buyers shall deliver to the Seller duly passed resolutions
      of the Board of Directors of each of the Buyers approving the execution
      and consummation of this Agreement.

2.5

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   a) The Buyers undertake to remove from the seller's premises of the Tangible
      Assets and all files and documents relating to the Patents, the Know How
      and the Mosaic License within 30 days after the Closing.

   b) From the Signing Date on and for 30 days after the Closing, the Seller
      undertakes to maintain existing security to its premises in order to
      safeguard the Purchased Assets and all documents related thereto and to
      keep the premises and its installation in the current working conditions
      (e.g. electricity, light, air condition etc) so that the Purchased Assets
      do not lose their functionality;

   c) From the Closing on and for 30 days after the Closing, the Seller
      undertakes to grant to the Buyers access to its premises from 8 am until 6
      pm on each business day in the Canton of Vaud.

             ARTICLE.3 REPRESENTATIONS AND WARRANTIES OF THE SELLER

3.1   The Seller represents and warrants, as of the Signing Date and the
      Closing, to the Buyers as follows:

   a) ORGANIZATION: The Seller is a corporation duly organized and validly
      existing under the laws of Switzerland. The Seller is under the protection
      of the Moratorium in accordance with the laws of Switzerland.

   b) AUTHORIZATION: Subject to the Conditions Precedent set forth in Article
      9.1 (i) and (ii) below, the Seller has the requisite corporate power and
      authority to enter into and consummate the transaction contemplated by
      this Agreement and otherwise to carry out its obligations hereunder and
      thereunder. The execution and delivery of each of this Agreement by the
      Seller and the consummation by it of the transactions contemplated hereby
      and thereby have been duly authorized by all necessary action on the part
      of its part and no further consent or action is required by its board of
      directors or its stockholders. This Agreement has been (or upon delivery
      will be) duly executed by the Seller and is, or when delivered in
      accordance with the terms hereof, will constitute, the valid and binding
      obligation of the Seller enforceable against it in accordance with its
      terms.

   c) TANGIBLE ASSETS: The Seller is the legal and beneficial owner of and has
      good and valid record title, to the extent that valid record to title is
      capable of existing, to all of the Tangible Assets. All Tangible Assets
      are owned by the Seller free and clear of all encumbrances.

   d) LITIGATION: To the best of the knowledge of the Seller, no action, claim,
      suit, judgment, injunction, order, decree, proceeding or investigation is
      threatened or has ever been notified in writing to the Seller relating to
      or affecting any of the Purchased Assets and the Seller has never
      instigated any litigation relating to or affecting any of the Purchased
      Assets.

   e) PATENTS: All costs and fees pertaining to the prosecution, registration
      and renewal of the Patents have been duly paid with all the relevant
      registries and all agents' fees and work in progress has been paid for and
      will have been paid for at the Closing. The Seller

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         exclusively owns all right, title and interest to and in the Patents
         free an clear of any encumbrances.

   f) NON-CONTRAVENTION; CONSENTS: To the best of the knowledge of the Seller,
      neither the execution and delivery of the Agreement, nor the consummation
      or performance of any of the transactions contemplated hereunder, will
      directly or indirectly (with or without notice or lapse of time):

            (i)  contravene, conflict with or result in a violation of, or give
                 any governmental body the right to challenge any of the
                 transactions contemplated hereunder or to exercise any remedy
                 or obtain any relief under, any order, judgment or decree of
                 any court or other governmental agency to which the Seller, or
                 any of the Tangible Assets, is subject; or

            (ii) contravene, conflict with or result in a violation of any of
                 the terms or requirements of, or give any governmental body the
                 right to revoke, withdraw, suspend, cancel, terminate or
                 modify, any governmental authorization that is to be included
                 in the Tangible Assets or is held by the Seller.

3.2   The representations and warranties of the Seller are expressly limited to
      those set forth in this Article 3.1. No other representations or
      warranties, of whatever nature and whatever kind, are given by the Seller
      in relation to this Agreement.

3.3   The Seller does not represent or warrant the suitability, usefulness or
      applicability of the Purchased Assets. The Seller does not represent or
      warrant either that the Tangible Assets are in good and/or working
      condition.

3.4   The Buyers performed a due diligence and site visit at the Seller's
      premises and purchase the Purchased Assets in an "as is" condition.

3.5   The representations and warranties made by the Seller under this Agreement
      terminate one year after the Closing and shall be limited to a maximum
      amount equivalent to:

      a)    The Cash Consideration; plus

      b)    The net proceeds (after deduction of costs and fees) from the sale
            of the Lynx Shares (Share Consideration); plus

      c)    Any remaining Lynx Shares (Share Consideration) not sold by the
            Seller and therefore still owned by the Seller.

               ARTICLE.4 REPRESENTATIONS AND WARRANTIES OF SOLEXA

4.1   Solexa represents and warrants to the Seller as of the Signing Date and
      the Closing, as follows:

   a) ORGANIZATION: Solexa is an entity duly organized, validly existing and in
      good standing under the laws of England and Wales. Solexa is not aware of
      any circumstances which could (i) adversely affect the legality, validity
      or enforceability of this Agreement or (ii)

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      adversely impair its ability to perform fully on a timely basis its
      obligations under this Agreement.

   b) AUTHORIZATION: Solexa has the corporate power and authority to execute and
      deliver this Agreement and to perform fully its obligations hereunder.

   c) LITIGATION: There is no action, claim, suit, judgement, injunction, order
      or decree pending, or to Solexa's knowledge threatened, against Solexa
      that relates to the transactions contemplated by this Agreement, nor are
      there agreements or envisaged agreements which are capable of impacting on
      Solexa's ability to fulfill its obligations under this Agreement.

4.2   The representations and warranties of Solexa are expressly limited to
      those set forth in Article 4.1. No other representations or warranties, of
      whatever nature and whatever kind, are given by Solexa in relation to this
      Agreement.

                ARTICLE.5 REPRESENTATIONS AND WARRANTIES OF LYNX

5.1   Subject to Schedule 5.1, Lynx represents and warrants to the Seller as of
      the Signing Date and of the Closing as follows:

a)    ORGANIZATION: Lynx is an entity duly organized, validly existing and in
      good standing under the laws of the jurisdiction of its incorporation,
      with the requisite power and authority to own and use its properties and
      assets and to carry on its business as currently conducted. Neither Lynx
      nor any of its subsidiaries (the"SUBSIDIARIES") is in violation of any of
      the provisions of its respective certificate or articles of incorporation,
      bylaws or other organizational or charter documents. Lynx and each of its
      Subsidiaries is duly qualified to do business and is in good standing as a
      foreign corporation or other entity in each jurisdiction in which the
      nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good standing, as the case may be, could not, individually or in the
      aggregate, (i) adversely affect the legality, validity or enforceability
      of this Agreement, (ii) have or result in a material adverse effect on the
      results of operations, assets, prospects, business or condition (financial
      or otherwise) of Lynx, or (iii) adversely impair Lynx's ability to perform
      fully on a timely basis its obligations under this Agreement (any of (i),
      (ii) or (iii), a "MATERIAL ADVERSE EFFECT").

b)    AUTHORIZATION: Lynx has the requisite corporate power and authority to
      enter into and to consummate the transactions contemplated by this
      Agreement and otherwise to carry out its obligations hereunder and
      thereunder. The execution and delivery of this Agreement and the
      consummation by it of the transactions contemplated hereby have been duly
      authorized by all necessary action on its part and no further consent or
      action is required by its board of directors or its stockholders. This
      Agreement has been (or upon delivery will be) duly executed by Lynx and
      is, or when delivered in accordance with the terms hereof, will
      constitute, the valid and binding obligation of Lynx enforceable against
      it in accordance with its terms.

c)    NO CONFLICTS: The execution, delivery and performance of this Agreement
      and the consummation by Lynx of the transactions contemplated hereby do
      not and will not (i)

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      conflict with or violate any provision of Lynx's certificate or articles
      of incorporation, bylaws or other organizational or charter documents,
      (ii) conflict with, or constitute a default (or an event that with notice
      or lapse of time or both would become a default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation (with
      or without notice, lapse of time or both) of, any agreement, credit
      facility, debt or other instrument (evidencing Lynx's debt or otherwise)
      or other understanding to which Lynx is a party or by which any property
      or asset of Lynx is bound or affected, except to the extent that such
      conflict, default or termination right could not reasonably be expected to
      have a Material Adverse Effect, or (iii) result in a violation of any law,
      rule, regulation, order, judgment, injunction, decree or other restriction
      of any court or governmental authority to which Lynx is subject (including
      U.S. federal and state securities laws and regulations), or by which any
      property or asset of Lynx or of its Subsidiaries is bound or affected.

   d) LITIGATION: There is no action, claim, suit, judgement, injunction, order
      or decree pending, or to Lynx's knowledge threatened, against Lynx that
      relates to the transactions contemplated by this Agreement, nor are there
      agreements or envisaged agreements which are capable of impacting Lynx's
      ability to fulfill its obligations under this Agreement.

   e) ISSUANCE OF THE LYNX SHARES: The Lynx Shares are duly authorized and, when
      issued and paid for in accordance with this Agreement, will be duly and
      validly issued, fully paid and nonassessable, free and clear of all liens
      and shall not be subject to preemptive rights or similar rights of
      stockholders.

   f) CAPITALIZATION: The number of shares and type of all authorized, issued
      and outstanding capital stock, options and other securities of Lynx
      (whether or not presently convertible into or exercisable or exchangeable
      for shares of capital stock of Lynx) is set forth in SCHEDULE 5.f. All
      outstanding shares of capital stock are duly authorized, validly issued,
      fully paid and nonassessable and have been issued in compliance with all
      applicable securities laws.

      Except as set forth in SCHEDULE 5.f, there are no outstanding options,
      warrants, script rights to subscribe to, calls or commitments of any
      character whatsoever relating to, or securities, rights or obligations
      convertible into or exercisable or exchangeable for, or giving any person
      or entity any right to subscribe for or acquire, any shares of common
      stock of Lynx (the "COMMON STOCK"), or contracts, commitments,
      understandings or arrangements by which Lynx is or may become bound to
      issue additional shares of Common Stock, or securities or rights
      convertible or exchangeable into shares of Common Stock. Except as set
      forth in SCHEDULE 5.f, there are no anti-dilution or price adjustment
      provisions contained in any security issued by Lynx (or in any agreement
      providing rights to security holders) and the issue and sale of the Lynx
      Shares will not obligate Lynx to issue shares of Common Stock or other
      securities to any person or entity (other than the Seller) and will not
      result in a right of any holder of Lynx securities to adjust the exercise,
      conversion, exchange or reset price under such securities. To the
      knowledge of Lynx, except as specifically disclosed in SCHEDULE 5.f, no
      person and entity or group of related person and entities beneficially
      owns (as determined pursuant to Rule 13d-3 under the U.S. Securities
      Exchange Act of 1934, as amended, the "EXCHANGE ACT"), or has the right to
      acquire, by agreement with or by obligation binding upon Lynx, beneficial
      ownership of in excess of 5% of the outstanding Common Stock, ignoring for

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      such purposes any limitation on the number of shares of Common Stock that
      may be owned at any single time.

   g) SEC REPORTS; FINANCIAL STATEMENTS: Lynx has filed all reports required to
      be filed by it under the U.S. Securities Act of 1933, as amended (the
      "SECURITIES ACT") and the EXCHANGE ACT, including pursuant to Section
      13(a) or 15(d) thereof, for the two years preceding the date hereof (or
      such shorter period as Lynx was required by law to file such material)
      (the foregoing materials being collectively referred to herein as the "SEC
      REPORTS" and, together with this Agreement and the Schedules to this
      Agreement, the "DISCLOSURE MATERIALS") on a timely basis or has received a
      valid extension of such time of filing and has filed any such SEC Reports
      prior to the expiration of any such extension. As of their respective
      dates, the SEC Reports complied in all material respects with the
      requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading. The financial
      statements of Lynx included in the SEC Reports comply in all material
      respects with applicable accounting requirements and the rules and
      regulations of the Commission with respect thereto as in effect at the
      time of filing. Such financial statements have been prepared in accordance
      with United States generally accepted accounting principles applied on a
      consistent basis during the periods involved ("GAAP"), except as may be
      otherwise specified in such financial statements or the notes thereto or,
      in the case of unaudited financial statements, as permitted by Form 10-Q
      of the Commission, and fairly present in all material respects the
      financial position of Lynx and its consolidated subsidiaries as of and for
      the dates thereof and the results of operations and cash flows for the
      periods then ended, subject, in the case of unaudited statements, to
      normal, immaterial, year-end audit adjustments. All material agreements,
      as such contracts are defined in Section 601(a)(10) of Regulation S-K
      under the Securities Act, to which Lynx is a party or to which the
      property or assets of Lynx are subject are included as part of or
      specifically identified in the SEC Reports.

   h) MATERIAL CHANGES: Since September 30, 2003, the date of the latest
      financial statements included within the SEC Reports, except as
      specifically disclosed in the SEC Reports, (i) there has been no event,
      occurrence or development that, individually or in the aggregate, has had
      or that could result in a Material Adverse Effect, (ii) Lynx has not
      incurred any liabilities (contingent or otherwise) other than (A) trade
      payables and accrued expenses incurred in the ordinary course of business
      consistent with past practice and (B) liabilities not required to be
      reflected in Lynx's financial statements pursuant to GAAP or required to
      be disclosed in filings made with the Commission, (iii) Lynx has not
      altered its method of accounting or the identity of its auditors, (iv)
      Lynx has not declared or made any dividend or distribution of cash or
      other property to its stockholders or purchased, redeemed or made any
      agreements to purchase or redeem any shares of its capital stock, and (v)
      Lynx has not issued any equity securities to any officer, director, or
      affiliate except pursuant to existing Lynx stock option and stock purchase
      plans.

   i) PRIVATE PLACEMENT: Neither Lynx nor any person or entity acting on Lynx's
      behalf has sold or offered to sell or solicited any offer to buy the Lynx
      Shares by means of any form of general solicitation or advertising.
      Neither Lynx nor any person or entity acting on Lynx's behalf has,
      directly or indirectly, at any time within the past six months, made any
      offer or sale of any security or solicitation of any offer to buy any
      security under

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      circumstances that would (i) eliminate the availability of the exemption
      from registration under Regulation D under the Securities Act in
      connection with the offer and sale of the Lynx Shares as contemplated
      hereby or (ii) cause the offering of the Lynx Shares pursuant to this
      Agreement to be integrated with prior offerings by Lynx for purposes of
      any applicable law, regulation or stockholder approval provisions,
      including, without limitation, under the rules and regulations of any
      trading market (the Nasdaq Small Cap Market, the New York Stock Exchange,
      the American Stock Exchange or the Nasdaq National Market, a "TRADING
      MARKET"). Lynx is not, and is not an affiliate (meaning a person or entity
      that, directly or indirectly, through one or more intermediaries, controls
      or is controlled by or is under common control with a person or entity, an
      "AFFILIATE") of, an "investment company" within the meaning of the
      Investment Securities Act of 1940, as amended. Lynx is not a United States
      real property holding corporation within the meaning of the Foreign
      Investment in Real Property Tax Act of 1980.

   j) FORM S-3 ELIGIBILITY: Lynx is eligible to register its Common Stock for
      resale by the Seller using Form S-3 promulgated under the Securities Act.

   k) LISTING AND MAINTENANCE REQUIREMENTS: Except as described in Lynx's Annual
      Report for the year ended December 31, 2002 initially filed on Form 10-K
      with the Commission on March 28, 2003, as amended (the "ANNUAL REPORT"),
      Lynx has not, in the two years preceding the date hereof, received notice
      (written or oral) from any Trading Market on which the Common Stock is or
      has been listed or quoted to the effect that Lynx is not in compliance
      with the listing or maintenance requirements of such Trading Market.

   l) REGISTRATION RIGHTS: Except as described in SCHEDULE 5.L, Lynx has not
      granted or agreed to grant to any person or entity any rights (including
      "piggy-back" registration rights) to have any securities of Lynx
      registered with the Commission or any other governmental authority that
      have not been satisfied.

5.2   The representations and warranties of Lynx are expressly limited to those
      set forth in this Article 5.1. No other representations or warranties, of
      whatever nature and whatever kind, are given by Lynx in relation to this
      Agreement.

             ARTICLE.6 OTHER COVENANTS AND AGREEMENTS OF THE SELLER

6.1.  The Seller undertakes to use best endeavours to assist the Buyers in
      completing the legal transfer of the Patents to one or both of the Buyers,
      it being understood that the procedures relating to the registration of
      the Patents in the name of the Buyers will be carried out by the Buyers.
      All third party costs (invoices of third parties, registration fees, etc.)
      in relation thereto, if any, shall be borne by the Buyers, whereas no
      entity in which Serono has a majority of the voting rights or a majority
      of the shares shall be considered as a third party. Before instructing any
      third parties, the Seller shall first consult with the Buyers and obtain
      their written approval.

6.2.  Seller undertakes for a period of two (2) years after the Closing not to
      (i) directly or indirectly compete with either of the Buyers, (ii) provide
      products or services to direct or indirect competitors of the Buyers,
      (iii) acquire participations or other interests in such direct or indirect
      competitors, or (iv) cooperate in any way with, or act for, such direct or
      indirect competitors. This covenant not to compete extends to all
      companies and partnerships controlled by Seller.

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      The relevant market with regard to (i) territory and (ii) products and
      services comprises all markets in which the Buyers, directly or through
      subsidiaries, offer their products and services at the time of the
      asserted infringement of the undertaking.

      Further, during two (2) years after the Closing, Seller will not employ
      (as employee or consultant) any person who is or becomes an employee of
      either of the Buyers on or after the Signing Date, and will not allow such
      employment by any company or partnership controlled by Seller.

      For each infringement of the undertakings made in this Article 6.2, Seller
      owes to the Buyers a contractual penalty of USD 500,000 (five hundred
      thousand United States Dollars) in accordance with art. 161 para. 1 CO,
      regardless of the occurrence of actual damages. In addition, Seller owes
      full indemnification for all damages suffered by the Buyers (without the
      right to offset the amount of the contractual penalty), and the Buyers may
      prohibit further infringements of the undertakings and require the
      elimination of any continued infringement.

6.3.  30 days after the Effective Date, Seller shall use best endeavors to
      delete all copies of the Know-How remaining in its possession.

6.4.  For the purpose of assisting the Buyers in achieving the full transfer of
      the Purchased Assets, the Seller shall procure to the Buyers the services
      of Mr. Gerardo Turcatti, three (3) days a week for a period of three (3)
      months from the Closing, subject to vacation entitlement of seven (7) days
      over the period. In relation thereto, the Parties agree as follows:

      6.4.1 The salary of Mr Turcatti will be entirely borne by the Seller
            whereby any additional expenses associated with the provision of the
            services by Mr. Turcatti will be borne by the Buyers.

      6.4.2 Should the Buyers require the presence of Mr. Turcatti outside of
            Europe, then Mr. Turcatti shall travel to such place in business
            class. Mr. Turcatti shall be accommodated in convenient and mutually
            agreed upon hotels. Any request for the presence of Mr. Turcatti on
            either of the Buyers' facilities shall be made with, at least, the
            following written advance notice: two business days for a travel to
            Solexa's facilities and four business days for a travel to Lynx's
            facilities.

6.5.

      a)    The Seller agrees to the imprinting, so long as is required by this
            Section, of the following legend on any certificate evidencing Lynx
            Shares:

            THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
            EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
            RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
            MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
            AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT

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            TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
            ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

      b)    Certificates evidencing Lynx Shares shall not be required to contain
            such legend or any other legend (i) following any sale of such Lynx
            Shares while a registration statement covering the resale of such
            Lynx Shares is effective under the Securities Act, provided that the
            prospectus delivery requirements of the Securities Act have been
            met, or (ii) following any sale of such Lynx Shares pursuant to Rule
            144 under the Securities Act, or (iii) if such Lynx Shares are
            eligible for sale under Rule 144(k), or (iv) if such legend is not
            required under applicable requirements of the Securities Act
            (including judicial interpretations and pronouncements issued by the
            Staff of the Commission). Lynx shall cause its counsel to issue a
            legal opinion on the date that the Registration Statement (as
            defined under art. 8.3 below) is first declared effective by the
            Commission, the "EFFECTIVE DATE"). Following the Effective Date or
            at such earlier time as a legend is no longer required for certain
            Lynx Shares, Lynx will no later than three trading days (any day on
            which the Common Stock is listed or quoted on the Nasdaq Small Cap
            Market, the "TRADING DAYS") following the delivery by the Seller to
            Lynx or the Transfer Agent of a legended certificate representing
            such Lynx Shares and following delivery by the Seller to Lynx or
            Lynx's counsel of a signed and completed notice of sale representing
            that the prospectus delivery requirements of the Securities Act have
            been met with respect to such sale, deliver or cause to be delivered
            to the Seller a certificate representing such Lynx Shares that is
            free from all restrictive and other legends. Lynx may not make any
            notation on its records or give instructions to any transfer agent
            of Lynx that enlarge the restrictions on transfer set forth in this
            Article.

             ARTICLE.7 OTHER COVENANTS AND AGREEMENTS OF THE BUYERS

The Buyers acknowledge that the Seller has entered into a patent assignment
agreement dated June 10, 2002 (the "GSK PATENT ASSIGNMENT AGREEMENT") with Glaxo
Group Limited and SmithKline Beecham Corporation ("GLAXOSMITHKLINE") by which
the latter have assigned certain patent applications to the Seller and by which
the Seller has granted to GlaxoSmithKline a world-wide, non-exclusive license to
use such patents applications for internal research purposes. The Buyers thus
agree to assume the obligation of the Seller under the GSK Patent Assignment
Agreement by granting such license to GlaxoSmithKline on such patent
applications.

  ARTICLE.8 OTHER COVENANTS AND AGREEMENTS OF LYNX AND THE SELLER WITH RESPECT
                               TO THE LYNX SHARES

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8.1.  FURNISHING OF INFORMATION: As long as the Seller owns Lynx Shares, Lynx
      covenants to timely file (or obtain extensions in respect thereof and file
      within the applicable grace period) all reports required to be filed by
      Lynx after the date hereof pursuant to the Exchange Act. Upon the request
      of the Seller, Lynx shall deliver to the Seller a written certification of
      a duly authorized officer as to whether it has complied with the preceding
      sentence. During the earlier of (i) the date two years from the Closing or
      (ii) as long as the Seller owns Lynx Shares, if Lynx is not required to
      file reports pursuant to such laws, it will prepare and furnish to the
      Seller and make publicly available in accordance with paragraph (c) of
      Rule 144 such information as is required for the Seller to sell the Lynx
      Shares under Rule 144. Lynx further covenants that it will take such
      further action as any holder of Lynx Shares may reasonably request to
      satisfy the provisions of Rule 144 applicable to the issuer of securities
      relating to transactions for the sale of securities pursuant to Rule 144.

8.2.  INTEGRATION: Lynx shall not, and shall use its best efforts to ensure that
      no Affiliates of Lynx shall sell, offer for sale or solicit offers to buy
      or otherwise negotiate in respect of any security (as defined in Section 2
      of the Securities Act) that would be integrated with the offer or sale of
      the Lynx Shares in a manner that would require the registration under the
      Securities Act of the sale of the Lynx Shares to the Seller, or that would
      be integrated with the offer or sale of the Lynx Shares for purposes of
      the rules and regulations of any Trading Market.

8.3.  SHELF REGISTRATION:

      a) No later than the later to occur of (i) 20 days after the Signing Date
         or (ii) 3 days after the Conditions Precedent set forth in clauses (i)
         and (ii) of Article 9.1 having been met, Lynx shall prepare and file
         with the Commission a "Shelf" registration statement covering the
         resale of all the Lynx Shares for an offering to be made on a
         continuous basis pursuant to Rule 415 (the "REGISTRATION STATEMENT").
         The date on which Lynx files the Registration Statement in accordance
         with the preceding sentence referred to herein as the "FILING DATE".
         The Registration Statement shall be on Form S-3 (except if Lynx is not
         then eligible to register for resale of the Lynx Shares on Form S-3, in
         which case such registration shall be on another appropriate form in
         accordance herewith as the Seller may consent) and shall contain
         (except if otherwise directed by the Seller) the "Plan of Distribution"
         attached hereto as SCHEDULE 8.3.a.

      b) Lynx shall use its best efforts (as that concept is understood under
         English law) to cause the Registration Statement to be declared
         effective by the Commission as promptly as possible after the filing
         thereof, but in any event prior to the date that is 60 days after the
         Closing (the "REQUIRED EFFECTIVENESS DATE"), and shall use its best
         efforts (as that concept is understood under English law) to keep the
         Registration Statement continuously effective under the Securities Act
         until the second anniversary of the Effective Date or such earlier date
         when all Lynx Shares covered by such Registration Statement have been
         sold or may be sold without volume restrictions pursuant to Rule 144(k)
         (the "EFFECTIVENESS PERIOD").

      c) Lynx shall notify the Seller in writing promptly (and in any event
         within one Trading Day) after receiving notification from the
         Commission that the Registration Statement has been declared effective.

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      d) Upon the occurrence of any Event (as defined below) and on every
         monthly anniversary thereof until the applicable Event is cured, as
         partial relief for the damages suffered therefrom by the Seller (which
         remedy shall not be exclusive of any other remedies available under
         this Agreement, at law or in equity), Lynx shall pay to the Seller an
         amount of USD 15'000 (fifteen thousand US dollars) in cash, as
         liquidated damages and not as a penalty. The payments to which the
         Seller shall be entitled pursuant to this Article 8.3(d) are referred
         to herein as "Event Payments". Any Event Payments payable pursuant to
         the terms hereof shall apply on a pro-rata basis for any portion of a
         month prior to the cure of an Event. In the event Lynx fails to make
         Event Payments in a timely manner, such Event Payments shall bear
         interest at the rate of 1.5% per month (prorated for partial months)
         until paid in full.

         For such purposes, the occurrence of the Registration Statement not
         being declared effective on or prior to the Required Effectiveness Date
         shall constitute an "Event".

      e) Notwithstanding anything in this Agreement to the contrary, Lynx may,
         by written notice to the Seller, suspend sales under the Registration
         Statement after the Effective Date thereof and/or require that the
         Seller immediately cease the sale of shares of Common Stock pursuant
         thereto if at any time Lynx determines in good faith that the
         Registration Statement contains an untrue statement of a material fact
         or omits to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading and cannot be
         utilized in connection with the sale of shares of Common Stock until it
         has been appropriately amended. Upon receipt of such notice, the Seller
         shall immediately discontinue any sales of Lynx Shares pursuant to such
         registration until the Seller has received copies of a supplemented or
         amended prospectus or until the Seller is advised in writing by Lynx
         that the then-current prospectus may be used and has received copies of
         any additional or supplemental filings that are incorporated or deemed
         incorporated by reference in such prospectus. In no event, however,
         shall this right be exercised to suspend sales beyond the period during
         which (in the good faith determination of Lynx's board of directors)
         the failure to require such suspension would be materially detrimental
         to Lynx. Furthermore, in no event may Lynx exercise its rights
         hereunder for a period of more than 7 consecutive Trading Days or more
         than 20 Trading Days in any twelve month period. Immediately after the
         end of any suspension period under this Article 8.3(e), Lynx shall take
         all necessary actions (including filing any required supplemental
         prospectus) to restore the effectiveness of the Registration Statement
         and the ability of the Seller to publicly resell its Lynx Shares
         pursuant to such effective Registration Statement.

8.4.  REGISTRATION PROCEDURES: In connection with Lynx's registration
      obligations hereunder, Lynx shall:

      a) Not less than three Trading Days prior to the filing of the
         Registration Statement or any related prospectus or any amendment or
         supplement thereto (specifically excluding any document that would be
         incorporated or deemed to be incorporated therein by reference),
         furnish to the Seller and to the Seller's counsel copies of all such
         documents proposed to be filed, which documents (other than those
         incorporated or deemed to be incorporated by reference) will be subject
         to the review of the Seller and the Seller's counsel. Lynx shall not
         file a Registration Statement or any such prospectus or any amendments
         or supplements thereto to which the Seller shall reasonably object in
         good

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         faith. In the absence of any reaction from the Seller within three
         working days, the Seller is deemed to consent to such documents
         proposed to be filed.

      b) (i) Prepare and file with the Commission such amendments, including
         post-effective amendments, to the Registration Statement and the
         prospectus used in connection therewith as may be necessary to keep the
         Registration Statement continuously effective as to the Lynx Shares for
         the Effectiveness Period; (ii) cause the related prospectus to be
         amended or supplemented by any required prospectus supplement, and as
         so supplemented or amended to be filed pursuant to Rule 424; (iii)
         respond as promptly as reasonably possible, and in any event within 15
         days, to any comments received from the Commission with respect to the
         Registration Statement or any amendment thereto and as promptly as
         reasonably possible provide the Seller true and complete copies of all
         correspondence from and to the Commission relating to the Registration
         Statement; and (iv) comply in all material respects with the provisions
         of the Securities Act and the Exchange Act with respect to the
         disposition of all Lynx Shares covered by the Registration Statement
         during the applicable period in accordance with the intended methods of
         disposition by the Seller thereof set forth in the Registration
         Statement as so amended or in such prospectus as so supplemented.

      c) Notify the Seller and the Seller's counsel as promptly as reasonably
         possible, and (if requested by any such person or entity) confirm such
         notice in writing no later than one Trading Day thereafter, of any of
         the following events: (i) the Commission notifies Lynx whether there
         will be a "review" of the Registration Statement; (ii) the Commission
         comments in writing on the Registration Statement (in which case Lynx
         shall deliver to the Seller a copy of such comments and of all written
         responses thereto); (iii) the Registration Statement or any
         post-effective amendment is declared effective; (iv) the Commission or
         any other U.S. Federal or state governmental authority requests any
         amendment or supplement to the Registration Statement or prospectus or
         requests additional information related thereto; (v) the Commission
         issues any stop order suspending the effectiveness of the Registration
         Statement or initiates any proceedings, suits, actions, investigations,
         proceedings ("the Proceedings") for that purpose; (vi) Lynx receives
         notice of any suspension of the qualification or exemption from
         qualification of any Lynx Shares for sale in any jurisdiction, or the
         initiation or threat of any Proceeding for such purpose; or (vii) the
         financial statements included in the Registration Statement become
         ineligible for inclusion therein or any statement made in the
         Registration Statement or prospectus or any document incorporated or
         deemed to be incorporated therein by reference is untrue in any
         material respect or any revision to Registration Statement, prospectus
         or other document is required so that it will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

      d) Use its best efforts (as that concept is understood under English law)
         to avoid the issuance of or, if issued, obtain the withdrawal of (i)
         any order suspending the effectiveness of the Registration Statement,
         or (ii) any suspension of the qualification (or exemption from
         qualification) of any of the Lynx Shares for sale in any jurisdiction,
         at the earliest practicable moment.

      e) Furnish to the Seller and to the Seller's counsel, without charge, at
         least one conformed copy of the Registration Statement and each
         amendment thereto, including financial statements and schedules, all
         documents incorporated or deemed to be incorporated

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         therein by reference, and all exhibits to the extent requested by such
         person or entity (including those previously furnished or incorporated
         by reference) promptly after the filing of such documents with the
         Commission.

      f) Promptly deliver to the Seller and to the Seller's counsel, without
         charge, as many copies of the prospectus or prospectuses (including
         each form of prospectus) and each amendment or supplement thereto as
         such person or entity may reasonably request. Lynx hereby consents to
         the use of such prospectus and each amendment or supplement thereto by
         the Seller in connection with the offering and sale of the Lynx Shares
         covered by such prospectus and any amendment or supplement thereto.

      g) (i) In the time and manner required by each Trading Market, prepare and
         file with such Trading Market an additional shares listing application
         covering all of the Lynx Shares; (ii) take all steps necessary to cause
         such Lynx Shares to be approved for listing on each Trading Market as
         soon as possible thereafter; (iii) provide to the Seller evidence of
         such listing; and (iv) maintain the listing of the Lynx Shares on each
         such Trading Market.

      h) Prior to any public offering of Lynx Shares, use its best efforts (as
         that concept is understood under English law) to register or qualify or
         cooperate with the Seller and the Seller's counsel in connection with
         the registration or qualification (or exemption from such registration
         or qualification) of such Lynx Shares for offer and sale under the
         securities or blue sky laws of such jurisdictions within the United
         States as the Seller requests in writing, to keep each such
         registration or qualification (or exemption therefrom) effective during
         the Effectiveness Period and to do any and all other acts or things
         necessary or advisable to enable the disposition in such jurisdictions
         of the Lynx Shares covered by the Registration Statement; provided,
         however, that Lynx shall not be obligated to file any general consent
         to service of process or to qualify as a foreign corporation or as a
         dealer in securities in any jurisdiction in which it is not so
         qualified or to subject itself to taxation in respect of doing business
         in any jurisdiction in which it is not otherwise subject.

      i) Cooperate with the Seller to facilitate the timely preparation and
         delivery of certificates representing Lynx Shares to be delivered to a
         transferee pursuant to the Registration Statement, which certificates
         shall be free, to the extent permitted by this Agreement, of all
         restrictive legends, and to enable such Lynx Shares to be in such
         denominations and registered in such names as the Seller may request.

      j) Upon the occurrence of any event described in Article 8.4(c)(vii), as
         promptly as reasonably possible, prepare a supplement or amendment,
         including a post-effective amendment, to the Registration Statement or
         a supplement to the related prospectus or any document incorporated or
         deemed to be incorporated therein by reference, and file any other
         required document so that, as thereafter delivered, neither the
         Registration Statement nor such prospectus will contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading.

      k) Comply with all applicable rules and regulations of the Commission.

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8.5.  REGISTRATION EXPENSES. Lynx shall pay (or reimburse the Seller for) all
      fees and expenses incident to the performance of or compliance with this
      Article 8 of this Agreement by Lynx, including without limitation (a) all
      registration and filing fees and expenses, including without limitation
      those related to filings with the Commission, any Trading Market and in
      connection with applicable state securities or Blue Sky laws, (b) printing
      expenses (including without limitation expenses of printing certificates
      for Lynx Shares and of printing prospectuses requested by the Seller), (c)
      messenger, telephone and delivery expenses, (d) fees and disbursements of
      counsel for Lynx, (e) fees and expenses of all other persons or entities
      retained by Lynx in connection with the consummation of the transactions
      contemplated by Article 8 of this Agreement, and (f) all listing fees to
      be paid by Lynx to the Trading Market.

8.6.  INDEMNIFICATION.

      a) Lynx shall, notwithstanding any termination of this Agreement,
         indemnify and hold harmless the Seller, its officers, directors,
         partners, members, agents, brokers (including brokers who offer and
         sell Lynx Shares as principal as a result of a pledge or any failure to
         perform under a margin call of Common Stock), investment advisors and
         employees, each person or entity who controls the Seller (within the
         meaning of Section 15 of the Securities Act or Section 20 of the
         Exchange Act) and the officers, directors, partners, members, agents
         and employees of each such controlling person or entity, to the fullest
         extent permitted by applicable law, from and against any and all
         losses, claims, damages, liabilities, settlement costs and expenses,
         including without limitation reasonable attorney's fees ("the Losses"),
         as incurred, arising out of or relating to any untrue or alleged untrue
         statement of a material fact contained in the Registration Statement,
         any prospectus or any form of prospectus or in any amendment or
         supplement thereto or in any preliminary prospectus, or arising out of
         or relating to any omission or alleged omission of a material fact
         required to be stated therein or necessary to make the statements
         therein (in the case of any prospectus or form of prospectus or
         supplement thereto, in the light of the circumstances under which they
         were made) not misleading, except to the extent, but only to the
         extent, that (i) such untrue statements, alleged untrue statements,
         omissions or alleged omissions are based solely upon information
         regarding the Seller furnished in writing to Lynx by the Seller
         expressly for use therein, or to the extent that such information
         relates to the Seller or the Seller's proposed method of distribution
         of Lynx Shares and was reviewed and expressly approved in writing by
         the Seller expressly for use in the Registration Statement, such
         prospectus or such form of prospectus or in any amendment or supplement
         thereto or (ii) in the case of an occurrence of an event of the type
         specified in Article 8.4(c)(v)-(vii), the use by the Seller of an
         outdated or defective prospectus after Lynx has notified the Seller in
         writing that the prospectus is outdated or defective and prior to the
         receipt by the Seller of the Advice contemplated in Article 8.7 below.
         Lynx shall notify the Seller promptly of the institution, threat or
         assertion of any Proceeding of which Lynx is aware in connection with
         the transactions contemplated by this Agreement.

      b) INDEMNIFICATION BY THE SELLER. The Seller shall indemnify and hold
         harmless Lynx, its directors, officers, agents and employees, each
         Person who controls Lynx (within the meaning of Section 15 of the
         Securities Act and Section 20 of the Exchange Act), and the directors,
         officers, agents or employees of such controlling Persons, to the
         fullest extent permitted by applicable law, from and against all
         Losses, as incurred, arising solely out of any untrue statement of a
         material fact contained in the

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         Registration Statement, any prospectus, or any form of prospectus, or
         in any amendment or supplement thereto, or arising solely out of any
         omission of a material fact required to be stated therein or necessary
         to make the statements therein (in the case of any prospectus or form
         of prospectus or supplement thereto, in the light of the circumstances
         under which they were made) not misleading to the extent, but only to
         the extent, that such untrue statement or omission is contained in any
         information so furnished in writing by the Seller to Lynx specifically
         for inclusion in such Registration Statement or such prospectus or to
         the extent that (i) such untrue statements or omissions are based
         solely upon information regarding the Seller furnished in writing to
         Lynx by the Seller expressly for use therein, or to the extent that
         such information relates to the Seller or the Seller's proposed method
         of distribution of the Lynx Shares and was reviewed and expressly
         approved in writing by the Seller expressly for use in the Registration
         Statement, such Prospectus or such form of Prospectus or in any
         amendment or supplement thereto or (ii) in the case of an occurrence of
         an event of the type specified in Article 8.4(c)(v)-(vii), the use by
         the Seller of an outdated or defective Prospectus after Lynx has
         notified the Seller in writing that the Prospectus is outdated or
         defective and prior to the receipt by the Seller of the Advice
         contemplated in Article 8.7 below. In no event shall the liability of
         the Seller hereunder be greater in amount than two million dollars (USD
         $2,000,000).

      c) Conduct of Indemnification Proceedings. If any Proceeding shall be
         brought or asserted against any person or entity entitled to indemnity
         hereunder (an "INDEMNIFIED PARTY"), such Indemnified Party shall
         promptly notify the person or entity from whom indemnity is sought (the
         "INDEMNIFYING Party") in writing, and the Indemnifying Party shall
         assume the defense thereof, including the employment of counsel
         reasonably satisfactory to the Indemnified Party and the payment of all
         fees and expenses incurred in connection with defense thereof;
         provided, that the failure of any Indemnified Party to give such notice
         shall not relieve the Indemnifying Party of its obligations or
         liabilities pursuant to this Agreement, except (and only) to the extent
         that it shall be finally determined by a court of competent
         jurisdiction (which determination is not subject to appeal or further
         review) that such failure shall have proximately and materially
         adversely prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
         any such Proceeding and to participate in the defense thereof, but the
         fees and expenses of such counsel shall be at the expense of such
         Indemnified Party or Parties unless: (i) the Indemnifying Party has
         agreed in writing to pay such fees and expenses; or (ii) the
         Indemnifying Party shall have failed promptly to assume the defense of
         such Proceeding and to employ counsel reasonably satisfactory to such
         Indemnified Party in any such Proceeding; or (iii) the named parties to
         any such Proceeding (including any impleaded parties) include both such
         Indemnified Party and the Indemnifying Party, and such Indemnified
         Party shall have been advised by counsel that a conflict of interest is
         likely to exist if the same counsel were to represent such Indemnified
         Party and the Indemnifying Party (in which case, if such Indemnified
         Party notifies the Indemnifying Party in writing that it elects to
         employ separate counsel at the expense of the Indemnifying Party, the
         Indemnifying Party shall not have the right to assume the defense
         thereof and such counsel shall be at the expense of the Indemnifying
         Party). The Indemnifying Party shall not be liable for any settlement
         of any such Proceeding effected without its written consent, which
         consent shall not be unreasonably withheld. No Indemnifying Party
         shall, without the prior written consent of the Indemnified Party,
         effect any settlement of any pending Proceeding in respect of which any

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         Indemnified Party is a party, unless such settlement includes an
         unconditional release of such Indemnified Party from all liability on
         claims that are the subject matter of such Proceeding.

         All fees and expenses of the Indemnified Party (including reasonable
         fees and expenses to the extent incurred in connection with
         investigating or preparing to defend such Proceeding in a manner not
         inconsistent with this Article) shall be paid to the Indemnified Party,
         as incurred, within ten Trading Days of written notice thereof to the
         Indemnifying Party (regardless of whether it is ultimately determined
         that an Indemnified Party is not entitled to indemnification hereunder;
         provided, that the Indemnifying Party may require such Indemnified
         Party to undertake to reimburse all such fees and expenses to the
         extent it is finally judicially determined that such Indemnified Party
         is not entitled to indemnification hereunder).

      d) Contribution. If a claim for indemnification under Article 8.6(a) is
         unavailable to an Indemnified Party (by reasons other than the
         specified exclusions to indemnification), then each Indemnifying Party,
         in lieu of indemnifying such Indemnified Party, shall contribute to the
         amount paid or payable by such Indemnified Party as a result of such
         Losses, in such proportion as is appropriate to reflect the relative
         fault of the Indemnifying Party and Indemnified Party in connection
         with the actions, statements or omissions that resulted in such Losses
         as well as any other relevant equitable considerations. The relative
         fault of such Indemnifying Party and Indemnified Party shall be
         determined by reference to, among other things, whether any action in
         question, including any untrue or alleged untrue statement of a
         material fact or omission or alleged omission of a material fact, has
         been taken or made by, or relates to information supplied by, such
         Indemnifying Party or Indemnified Party, and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent such action, statement or omission. The amount paid or payable
         by a party as a result of any Losses shall be deemed to include,
         subject to the limitations set forth in Article 8.6, any reasonable
         attorneys' or other reasonable fees or expenses incurred by such party
         in connection with any Proceeding to the extent such party would have
         been indemnified for such fees or expenses if the indemnification
         provided for in this Article was available to such party in accordance
         with its terms.

         The parties hereto agree that it would not be just and equitable if
         contribution pursuant to this Article 8.6(c) were determined by prorata
         allocation or by any other method of allocation that does not take into
         account the equitable considerations referred to in the immediately
         preceding paragraph. Notwithstanding the provisions of this Article
         8.6(c), the Seller shall not be required to contribute, in the
         aggregate, any amount in excess of the amount by which the proceeds
         actually received by the Seller from the sale of the Lynx Shares
         subject to the Proceeding exceeds the amount of any damages that the
         Seller has otherwise been required to pay by reason of such untrue or
         alleged untrue statement or omission or alleged omission. No person or
         entity guilty of fraudulent misrepresentation (within the meaning of
         Section 11(f) of the Securities Act) shall be entitled to contribution
         from any person or entity who was not guilty of such fraudulent
         misrepresentation.

         The indemnity and contribution agreements contained in this Article are
         in addition to any liability that the Indemnifying Parties may have to
         the Indemnified Parties.

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8.7.  DISPOSITIONS. The Seller agrees that it will comply with the prospectus
      delivery requirements of the Securities Act as applicable to it in
      connection with sales of Lynx Shares pursuant to the Registration
      Statement. The Seller further agrees that, upon receipt of a notice from
      Lynx of the occurrence of any event of the kind described in Articles
      8.4(c)(v), (vi) or (vii), the Seller will discontinue disposition of such
      Lynx Shares under the Registration Statement until the Seller's receipt of
      the copies of the supplemented prospectus and/or amended Registration
      Statement contemplated by Article 8.4(j), or until it is advised in
      writing (the "Advice") by Lynx that the use of the applicable prospectus
      may be resumed, and, in either case, has received copies of any additional
      or supplemental filings that are incorporated or deemed to be incorporated
      by reference in such prospectus or Registration Statement. Lynx may
      provide appropriate stop orders to enforce the provisions of this
      paragraph.

8.8.  NO PIGGYBACK ON REGISTRATIONS. Other than pursuant to the exercise of
      existing registration rights by certain stockholders of Lynx as specified
      in SCHEDULE 8.8 hereto, neither Lynx nor any of its security holders
      (other than the Seller in such capacity pursuant hereto) may include
      securities of Lynx in the Registration Statement other than the Lynx
      Shares, and Lynx shall not after the date hereof enter into any agreement
      providing any such right to any of its security holders.

8.9.  PIGGY-BACK REGISTRATIONS. If at any time during the Effectiveness Period
      there is not an effective Registration Statement covering all of the Lynx
      Shares and Lynx shall determine to prepare and file with the Commission a
      registration statement relating to an offering for its own account or the
      account of others under the Securities Act of any of its equity
      securities, other than on Form S-4 or Form S-8 (each as promulgated under
      the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any
      entity or business or equity securities issuable in connection with stock
      option or other employee benefit plans, then Lynx shall send to the Seller
      written notice of such determination and if, within fifteen days after
      receipt of such notice, the Seller shall so request in writing, Lynx shall
      include in such registration statement all or any part of such Lynx Shares
      the Seller requests to be registered.

8.10. OTHER REGISTRATION STATEMENTS. Except for the filing of the Registration
      Statement, and except as provided in SCHEDULE 8.10, Lynx shall not, for a
      period from the Signing Date until the day that is 21 days after the
      Closing, file with the Commission a registration statement relating to an
      offering for its own account or the account of others under the Securities
      Act of any of its equity securities.

                         ARTICLE.9 CONDITIONS PRECEDENT

9.1.  The respective obligations of the Parties to effect the transactions
      contemplated under this Agreement shall be subject to the following
      conditions precedent having been met (the "CONDITIONS PRECEDENT"):

      (i)   Written consent of the Commissioner by which the Commissioner shall
            approve the sale of the Purchased Assets to the Buyers, as per the
            terms of this Agreement;

      (ii)  Written consent of the Debt Restructuring Court approving the sale
            of the Purchased Assets to the Buyers, as per the terms of this
            Agreement;

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                                                     EXECUTION COPY - 22 03 2004

      (iii) Filing of the Registration Statement by Lynx as defined under 8.3
            above; and

      (iv)  No material adverse change to the condition of the Purchased Assets
            between the Signing Date and the Closing.

9.2.  The Seller undertakes and agrees to use its best efforts to have the
      Conditions Precedent set forth in clauses (i) and (ii) of Article 9.1 met
      as soon as possible after the Signing Date, provided however the Buyers
      acknowledge and agree that the Seller has not the power to influence the
      decisions which shall be taken (at their sole and entire discretion) by
      the Commissioner and by the Debt Restructuring Court.

9.3.  Should the Conditions Precedent not be met on or before April 30, 2004,
      then this Agreement shall be automatically terminated, without prejudice
      to rights and liabilities accrued by any party prior to such termination.

                            ARTICLE.10 MISCELLANEOUS

10.1. FURTHER ASSURANCES OF THE SELLER: The Seller shall execute and/or cause to
      be delivered to the Buyers such instruments and other documents, and shall
      take such other actions, as the Buyers may reasonably request (prior to,
      at or after the Closing) for the purpose of carrying out or evidencing any
      of the transactions contemplated hereunder.

10.2. PUBLICITY. Promptly following the realization of the Condition Precedent
      9.1 (ii), Lynx and Solexa shall issue a joint press release, the contents
      of which shall be mutually agreed upon between the Parties.

10.3. SEVERAL OBLIGATIONS OF THE BUYERS: Except where the context clearly
      indicates otherwise, the Buyers' obligations under this Agreement are
      several and not joint .

10.4. SEVERABILITY: Should one or several provisions of this Agreement be or
      become invalid, then the Parties hereto shall substitute such invalid
      provisions by valid ones, which in their economic effect come so close to
      the invalid provisions that it can be reasonably assumed that the Parties
      would have concluded this Agreement with such new provisions. In case such
      provisions cannot be found or agreed upon, the invalidity of one or
      several provisions of this Agreement shall not affect the validity of the
      Agreement as a whole, unless the invalid provisions are of such essential
      importance for this Agreement that it is to be reasonably assumed that the
      Parties would not have concluded this Agreement without the invalid
      provisions.

10.5. NOTICES: All notices, requests, demands, waivers and other communications
      required or permitted to be given under the Agreements shall be in writing
      and shall be deemed to have been duly given if delivered personally or
      mailed, if sent by certified or registered mail with postage prepaid, or
      if sent by telegram, telefax or by e-mail, as follows:

      (i) If to the Seller, to the following address:

        Manteia SA
        Zone Industrielle

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                                                     EXECUTION COPY - 22 03 2004

        1267 Coinsins
        Switzerland

        with copy to:

   a)   Bruno Vocat
        C/o BfB Societe Fiduciaire SA
        Avenue de Jomini 8
        Case Postale 156
        1009 Lausanne
        Switzerland
        Telephone: (+41-21) 641 46 46
        Fax:       (+41-21) 641 46 40

   b)   Lenz & Staehelin
        Attn Guy Vermeil
        Grand'Rue 25
        1211 Geneve 11
        Switzerland
        Telephone: (+41-22) 318 7000
        Fax:       (+41-22) 318 7001

        or to such other person or address as the Seller shall from time to time
        specify by notice in writing to be sent by certified mail only to the
        Buyers.

   (ii) If to the Buyers, to:

   a)   Lynx Therapeutics, Inc
        Attention: Kevin P. Corcoran
        25861 Industrial Bld, Hayward,
        CA 94545 USA
        Tel 510 670 93 00
        Fax 510 670 93 03

   b)   Solexa Limited
        Attention: Nick McCooke
        Chesterford Research Park
        Little Chesterford Nr Saffron Walden
        Essex CB10 1 XL, England
        Tel 44 (0) 1799 532 300
        Fax 44(0) 1799 532 301

        or to such other person or address as the Buyers shall from time to time
        specify by notice in writing to be sent by certified mail only to the
        Seller.

10.6. ENTIRE AGREEMENT: This Agreement (including the Schedules hereto)
      constitutes the entire agreement and supersedes all prior agreements and
      understandings, both written and oral, between the Parties with respect to
      the subject matter hereof.

10.7. AMENDMENT: Except as otherwise expressly provided herein, no amendment,
      modification or discharge of this Agreement, and no waiver hereunder,
      shall be valid or binding unless

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                                                     EXECUTION COPY - 22 03 2004

       set forth in writing and duly executed by the Party against whom
       enforcement of the amendment, modification, discharge or waiver is
       sought. Any such waiver shall constitute a waiver only with respect to
       the specific matter described in such writing and shall in no way impair
       the rights of the Party granting such waiver in any other respect or at
       any other time. Neither the waiver by any of the Parties of a breach of
       or a default under any of the provisions of this Agreement, nor the
       failure by any of the Parties, on one or more occasions, to enforce any
       of the provisions of this Agreement or to exercise any right or privilege
       hereunder, shall be construed as a waiver of any other breach or default
       of a similar nature, or as a waiver of any of such provisions, rights or
       privileges hereunder.

10.8.  COUNTERPARTS: The Parties may execute this Agreement in separate
       counterparts (no one of which need contain the signatures of all
       Parties), each of which will be an original and all of which together
       will constitute one and the same instrument.

10.9.  ASSIGNMENT: This Agreement shall not be assignable or otherwise
       transferable by any Party without the prior written consent of the others
       Parties hereto.

10.10. GOVERNING LAW: This Agreement shall be governed by, construed and
       enforced in accordance with the laws of Switzerland.

10.11. ARBITRATION: Any dispute, controversy or claim arising out of or in
       relation to this Agreement, including the validity, invalidity, breach or
       termination thereof, shall be settled by arbitration in accordance with
       the Swiss Rules of International Arbitration of the Swiss Chambers of
       Commerce in force on the date when the Notice of Arbitration is submitted
       in accordance with these Rules.

       The number of arbitrators shall be one. The seat of the arbitration shall
       be in Geneva. The arbitral proceedings shall be conducted in English
       language.

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                                                     EXECUTION COPY - 22 03 2004

IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of this March 22., 2004.

MANTEIA SA                                     SOLEXA LIMITED

/s/ Francois Naef                              /s/ Nick McCooke
------------------------------                 ---------------------------------
Francois Naef                                  Nick McCooke
                                               Chief Executive Officer

                                               LYNX THERAPEUTICS

                                               /s/ Kevin P. Corcoran
                                               ---------------------------------
                                               Kevin P. Corcoran
                                               President and
                                               Chief Executive Officer