<PAGE>
 
                                                                    EXHIBIT 10.1

     THE CONFIDENTIAL PORTIONS OF THIS CONTRACT HAVE BEEN OMITTED PURSUANT TO
     REGULATION 240.25B-2B OF THE SECURITIES EXCHANGE ACT OF 1934, AND HAVE BEEN
     FILED SEPARATELY WITH THE COMMISSION.

                               RESEARCH AGREEMENT

     This Research Agreement (the "Agreement") is made and entered into as of
     this 2nd day of March, 1998 ("Effective Date"), by and between Ribozyme
     Pharmaceuticals Incorporated, a Delaware corporation with offices located
     at 2950 Wilderness Place, Boulder, CO 80301 (hereinafter "RPI") and PARKE-
     DAVIS PHARMACEUTICAL RESEARCH DIVISION OF WARNER-LAMBERT COMPANY, a
     Delaware corporation with offices located at 2800 Plymouth Road, Ann Arbor,
     MI 48105 (hereinafter "W-L") (W-L and RPI are collectively referred to as
     the "Parties" and individually as a "Party").

     WHEREAS, W-L has expertise in the development, commercialization,
     distribution, marketing, and sale of pharmaceutical products world-wide and
     desires to fund certain research and development activities in the field of
     functional genomics;

     WHEREAS, RPI is engaged in the research and development of certain patented
     and/or proprietary Nucleic Acid Catalyst technology (including those
     materials described in Exhibit A attached hereto) for therapeutic,
     agricultural, animal health, diagnostic and functional genomics
     applications, including the use of Nucleic Acid Catalysts to modulate gene
     expression (the "Ribozyme Technology");

     WHEREAS, RPI and W-L are parties to a Letter of Intent dated December 29,
     1997 ("Letter"), attached hereto as Appendix B and incorporated herein by
     reference.

     WHEREAS, RPI and W-L wish to enter into a Research Agreement pursuant to
     which the Parties will collaborate on the use  of Nucleic Acid Catalyst in
     functional genomics.

     NOW THEREFORE, in consideration of the mutual covenants herein contained
     and intending to be legally bound hereby, the Parties hereto agree as
     follows:

                                       1
<PAGE>
 
                                   SECTION 1
                                   ---------
                                        
                                  DEFINITIONS

1.1  "Affiliate" shall mean any corporation or other business entity controlled
      ---------                                                                
     by, controlling or under common control with RPI.  For purpose of this
     Section 1.1, "control" shall mean direct or indirect beneficial ownership
     of more than fifty percent (50%) of the voting stock or equity, or more
     than fifty percent (50%) interest in the income of such corporation or
     other business entity.

1.2  "Collaborator" shall mean [         ].
      ------------                                                          

1.3  "Confidential Information" shall mean confidential and proprietary
      ------------------------                                         
     information of RPI or W-L, including without limitation Test Information
     (as defined herein under section 2.6) and other scientific data, technical
     reports and business information, disclosed to the other Party, provided
     that such information is in writing and marked "CONFIDENTIAL" or with a
     similar legend, or is disclosed orally and is reduced to writing and marked
     "CONFIDENTIAL" or with a similar legend within 30 days after such
     disclosure.

1.4  "Field " shall mean any and all applications of Nucleic Acid Catalysts,
      ------                                                                
     including without limitation, research, diagnostic, prophylactic and
     therapeutic uses in or relating to, test tubes, cells, humans, animals,
     plants and soil.  Such Field will include functional genomics or gene
     function identification in which the function of a gene is determined or a
     new gene is discovered by use of a Nucleic Acid Catalyst.  The Field shall
     also include use of Nucleic Acid Catalyst to validate a therapeutic target.

1.5  "Ribozyme Technology" shall mean Proprietary Technology which constitutes
      -------------------                                                     
     Nucleic Acid Catalysts or improvements to Nucleic Acid Catalysts to which
     RPI currently has rights including without limitation, their methods of use
     in vitro and in vivo, synthesis, manufacture or design, or the synthesis of
     components of such Nucleic Acid Catalysts, Nucleic Acid Catalysts targeted
     against the Target Sequence and the corresponding target sites.

1.6  "Nucleic Acid Catalyst" shall mean any nucleotide base-containing molecule
      ---------------------                                                     
     having the ability to repeatedly act on one or more types of molecules,
     including but not limited to enzymatic nucleic acid molecules.  By way of
     example but not limitation, such molecules include those that are able to
     repeatedly cleave nucleic acid molecules, peptides or other polymers, and
     those that are able to cause the polymerization of such nucleic acids and
     other polymers.  Specifically, such molecules include ribozymes, DNAzymes,
     external guide sequences and the like. 

     Confidential portions (designated by "[ ]") have been omitted pursuant to
     regulation 240.25b-2(b) of the Securities Exchange Act of 1934, and have
     been filed separately with the Commission.


                                       2

<PAGE>
 
     Such molecules may also include modified nucleotides compared to standard
     nucleotides found in DNA and RNA.

1.7  "Patent Rights" shall mean, collectively, all right, title and interest of
      -------------                                                            
     W-L in, to and under any and all patent applications covering or claiming
     New Technology, divisions, continuations, and continuations-in-part based
     on such applications, any and all foreign counterparts of any of the above,
     any and all United States and foreign patents that may issue from any of
     the above applications, and any and all reissues, reexaminations or
     extensions of such United States and foreign patents.

1.8  "Performance Period" shall mean the period beginning on the Effective Date
      ------------------                                                       
     and ending on the one year anniversary of the Effective Date, unless
     terminated prior to such date in accordance with Section 11.  Such Period
     may be extended by mutual written agreement between the Parties.

1.9  "Proprietary Technology" shall mean any intellectual property
     ----------------------                                      
     developed, conceived and/or reduced to practice as a result of the Research
     Program, including without limitation, know how, patentable and non-
     patentable discoveries, inventions (as defined by US patent law), trade
     secrets, and trade marks.

1.10 "Research Program" shall mean the research conducted during the
      ----------------                                              
     Performance Period, as further described in Appendix A attached hereto and
     incorporated herein by reference.

1.11 "Target Sequence" shall mean a gene or partial sequence thereof, and those
      ---------------                                                          
     elements necessary for its expression, regulation or its transcription or
     replication product or intermediates or portions thereof, including either
     DNA, RNA or protein disclosed to RPI by W-L under this Agreement.

1.12 "Validated Target" shall mean a gene or partial sequence thereof, and
      ----------------                                                    
     those elements necessary for its expression, regulation or its
     transcription or replication product or intermediates or portions thereof,
     including either DNA, RNA or protein, validated in the cell culture system
     using Ribozymes under this Agreement.  A Target shall be deemed Validated
     Target if, in the judgment of W-L, the application of Target-specific
     Nucleic Acid Catalysts to tumor cells results in a potentially therapeutic
     effect (including but not limited to (a) induction of cell death, (b)
     [         ], and (c) [         ] and growth inhibition in a target
     selective manner).

     Confidential portions (designated by "[ ]") have been omitted pursuant to
     regulation 240.25b-2(b) of the Securities Exchange Act of 1934, and have
     been filed separately with the Commission.


                                       3
<PAGE>
 
                                   SECTION 2
                                   ---------
                                        
                                 SCOPE OF WORK

2.1  Effort.  The Parties shall use their best efforts to conduct and perform
     ------                                                                  
     the Research Program.

2.2  The Joint Management and Research Team.
     -------------------------------------- 

 2.2.1 Constitution and Voting. The Collaboration shall be managed by a
       ------------------------                                        
       committee known as the "Joint Management Team" or "JMT". W-L and RPI
       shall each have one vote on the JMT, and shall each have the right to
       appoint four (4) representatives to the JMT.  Two of the representatives
       appointed by W-L shall be from its Collaborator, [                  ].
       Two votes must be cast in favor of a proposal in order for the proposal
       to be adopted.  In the event of a deadlocked vote on a proposal, the
       Chief Executive Officer of RPI and Dr. Ronald M. Cresswell, Vice
       President and Chairman, Pharmaceutical Research Division of W-L shall
       discuss such proposal in good faith and shall use good faith efforts to
       find a resolution to the deadlock.

 2.2.2 Meetings. The JMT shall conduct meetings at least quarterly. Such
       ---------                                                        
       meetings shall be held alternately in Boulder, Colorado and Ann Arbor,
       Michigan or at sites otherwise designated by the JMT. The first such
       meeting shall be held in Ann Arbor, Michigan. The host Party shall act as
       chair of the meeting and the other Party shall act as secretary. The JMT
       shall keep formal minutes of its meetings. Any member of the JMT may be
       represented at any meeting by another member of the JMT or by a deputy.
       In addition to regular JMT meetings, either Party may schedule a special
       meeting at the other Party 's offices on 21 days prior written notice.
       Under special circumstances, the JMT is also authorized to conduct
       meetings by telephone.

 2.2.3 Responsibilities.
       ----------------- 

       1)    Collaboration Management.  The primary responsibilities of the JMT
             ------------------------                                          
             shall include executive management of the Collaboration. The JMT
             shall be the primary vehicle for communication and decision making
             with respect to the Collaboration. The JMT may delegate a portion
             of its activities to operational subcommittees, created by the
             terms of this Agreement, to conduct, subject to the supervision and
             control of the JMT, specific operations of the Collaboration.

             Confidential portions (designated by "[ ]") have been omitted
             pursuant to regulation 240.25b-2(b) of the Securities Exchange Act
             of 1934, and have been filed separately with the Commission.



                                       4
<PAGE>
 
       2)    Research Management.  The JMT shall also be responsible for the
             -------------------                                            
             day-to-day conduct and progress of the Research Program, including,
             without limitation:

             (i)    directing and administering the Research Program;

             (ii)   providing a forum for the exchange of scientific information
                    among the scientists participating in the Research Program;

             (iii)  reviewing test reports derived from the research;

             (iv)   providing guidance to the Parties with respect to protection
                    of Proprietary Technology;

             (v)    resolving matters involving scientific questions; and

             (vi)   updating the Research Plan.

2.3  Access.  During the term of this Agreement, the Parties will consult with
     ------                                                                   
     each other concerning the research to be performed under this Agreement.
     Access to the laboratories of RPI shall be entirely under the control of
     RPI. Access to the laboratories of W-L  shall be entirely under the control
     of W-L. Representatives of one Party shall be permitted to visit the
     laboratories of the other Party only during usual hours of operation as
     mutually agreed.

2.5  Reports.  During the term of this Agreement, the Parties shall exchange at
     -------                                                                   
     least one written report per three month period concerning results of the
     research under this Agreement. The Parties agree to keep records of
     sufficient detail to allow the critical examination of the data and the
     composition of a written summary report, complete with exhibits that may
     assist in the presentation of the results of the Research Program
     (collectively, the "Test Information"). Within 30 days after expiration or
     termination of this Agreement, the Parties shall provide each other with
     copies of the Test Information.  The Parties agree to treat the Test
     Information as Confidential Information according to the provisions of
     Section 8, below.



2.6  Test Information.
     -----------------

     2.6.1  The Parties shall retain joint-ownership of the Test Information
            generated during the Research Program. Further, the Parties agree
            not to disclose publicly any Test Information except as provided
            below.

                                       5
<PAGE>
 
     2.6.2  Each Party shall have the right to use the reports and summaries of
            the Test Information in its own research activities conducted in
            connection with the Research Program. Notwithstanding any other
            provision of this Agreement, without the express prior written
            consent of the other, neither Party nor any of its Affiliates,
            officers, employees, advisors or consultants may (i) disclose to any
            third party, or publish such reports or summary, or (ii) reveal the
            source of all or part of such reports or summary, provided that, W-L
            may reveal the summary of the Test Information to the Collaborator.

     2.6.3  Any individual or entity not otherwise bound by the provisions of
            Section 8 below between RPI and W-L given access to any Test
            Information or reports or summary thereof shall be obligated to sign
            a binding confidentiality agreement containing terms substantially
            the same as those set forth in this Section and Section 8 hereof.

2.7  Policies and Procedures.  All research conducted hereunder shall be
     -----------------------                                            
     performed in accordance with established federal government policies and
     procedures, including without limitation, policies and procedures
     applicable to research involving human subjects, laboratory animals and
     hazardous agents and materials.

                                   SECTION 3
                                   ---------
                                        
                             COMPLIANCE WITH LAWS.

RPI and W-L shall be responsible for complying with all federal, state, and
local laws, rules and regulations with regard to any work to be performed by
them pursuant to the terms of this Agreement.

                                       6
<PAGE>
 
                                   SECTION 4
                                   ---------
                                        
                                RESEARCH FUNDING

4.1   Funding.
      ------- 

      4.1.1  W-L shall pay to RPI US$[ ] in support of the Research Program
             during the Performance Period which shall be made as described
             below;

      4.1.2  At W-L's request, RPI shall conduct a target validation study using
             ribozymes (for example as described in the enclosed Appendix A) for
             a minimum of [ ] additional target sequences to be provided by W-L,
             for a fee of US$ [ ]per target sequence;

      4.1.3  W-L may request RPI to carry out a secondary in vivo validation
             study described in Appendix A.  If W-L requests that RPI perform
             additional research and development, including a secondary in vivo
             validation study, W-L shall reimburse RPI at the rate of US$ [
             ] per FTE per year (one FTE is approximately equivalent to [  ]
             person hours per year) for such additional support; and

      4.1.4  W-L shall reimburse RPI on a [                               ]
             basis for the synthesis of ribozymes in quantities exceeding 0.2
             mg. [  ] shall be calculated in accordance with RPI's accounting
             methods consistently applied which methodology shall be calculated
             in compliance with U.S. generally accepted accounting principles
             (GAAP). [                                                   ].

4.2   Payment. W-L shall make the payments, described in section 4.1.1 above, in
      -------                                                                   
      U.S. dollars to RPI to fund reimbursable costs hereunder within 45 days of
      execution of this Agreement.  Payments under sections 4.1.2-4.1.4 shall be
      made to RPI by W-L in U.S. dollars within 45 days of receiving an invoice
      from RPI.

      Confidential portions (designated by "[ ]") have been omitted pursuant to
      regulation 240.25b-2(b) of the Securities Exchange Act of 1934, and have
      been filed separately with the Commission.

                                       7
<PAGE>
 
     Checks for all payments to RPI under this Agreement shall be made payable
     to Ribozyme Pharmaceuticals Inc., and shall include reference to this
     Agreement and shall be sent to:

     Ribozyme Pharmaceuticals Inc.
     2950 Wilderness Place
     Boulder, CO 80301 ATTENTION: Alene Holzman

                                   SECTION 5
                                   ---------
                                        
                                  PUBLICATION

5.1  Notice. The Parties shall have the right to publish scientific papers or
     ------                                                                  
     make scientific presentations containing Test Information, provided that
     such public disclosure does not violate the provisions of sections 2 and 8
     herein, and/or such publication or presentation does not interfere with or
     is inconsistent with the pursuit of Patent Rights by W-L.  Publication and
     presentation rights are subject to at least 45 days written notice prior to
     sending to any other entity including a publisher, to the other Party along
     with a copy of the proposed manuscript or, in the case of a proposed
     presentation, submission of an abstract and slides of such presentation to
     the other Party.

5.2  Publication.  If the Party reviewing the Publication material has reason
     -----------                                                             
     to believe that any proposed manuscript or paper reveals a potentially
     patentable invention, that Party shall notify the other Party in writing
     within 30 days after receipt of notice of such intended publication and a
     copy of the manuscript, or within 10 days after receipt of the proposed
     abstract of such presentation.  In such case, the Party seeking the
     approval agrees to delay publication or public presentation until the
     earlier to occur of the following: (i) a United States patent application
     has been filed; or (ii) the Parties have determined, in consultation with
     each other, that no patentable invention exists; or (iii) 60 days have
     passed from the date of the reviewing Party's written notice to the other
     Party above as described in the first sentence of Section 5.1 herein.  The
     authorship on any publication and/or abstract will be based on mutual
     agreement between the Parties or as deemed scientifically appropriate.

                                       8
<PAGE>
 
                                   SECTION 6
                                   ---------

                             TRANSFER OF MATERIALS

6.1  Transfer.  Upon RPI's request, W-L agrees to transfer to RPI biological
     --------                                                               
     materials created or otherwise developed during the term of this Agreement
     under the Research Program.  RPI agrees to transfer materials described in
     Appendix A to W-L for use in the Research Program.  Appendix A may be
     modified from time to time in writing to correspond to materials sent by
     RPI to W-L.  Such biological materials shall be used by W-L for internal
     research purposes only within the confines of the Research Program and
     shall not be transferred to any third party, other than its Collaborator,
     [                  ], without the express prior written approval of RPI.

6.2  W-L shall not distribute or release the Ribozyme Technology to any person
     other than research and laboratory personnel of W-L or its Affiliate, and
     its Collaborator, [                  ], who are all under obligations of
     confidentiality, and shall ensure that no one will be allowed to take or
     send the Ribozyme Technology to any other location, other than its
     Collaborator, [                  ],  unless written permission is obtained
     from RPI.  This Ribozyme Technology is made available for investigational
     use only in laboratory animals or in in-vitro experiments. W-L agrees that
     the Ribozyme Technology will not be used for any other purpose.  Neither
     the Ribozyme Technology nor any biological materials associated therewith
     will be used by W-L in human beings.

6.4  RPI shall not distribute or release the W-L proprietary technology
     including W-L's cell lines and any Target Sequences (the "W-L Technology")
     to any person other than research and laboratory personnel of RPI who are
     under obligations of confidentiality, and shall ensure that no one will be
     allowed to take or send the W-L Technology to any other location unless
     written permission is obtained from W-L.  This W-L Technology is made
     available for investigational use only in laboratory animals or in in-vitro
     experiments. RPI agrees that the W-L Technology will not be used for any
     other purpose.  Neither the W-L Technology nor any biological materials
     associated therewith will be used in human beings by RPI.

     Confidential portions (designated by "[ ]") have been omitted pursuant to
     regulation 240.25b-2(b) of the Securities Exchange Act of 1934, and have
     been filed separately with the Commission.

                                       9
<PAGE>
 
6.5  No Warranty. W-L AND RPI ACKNOWLEDGE AND AGREE THAT BIOLOGICAL MATERIALS
     -----------                                                             
     TRANSFERRED HEREUNDER ARE EXPERIMENTAL IN NATURE, HAVE NOT BEEN FULLY
     CHARACTERIZED, AND SHALL BE USED WITH PRUDENCE AND APPROPRIATE CAUTION.
     THE PROVIDER OF SUCH BIOLOGICAL MATERIALS MAKES NO REPRESENTATION OR
     WARRANTY THAT THE USE OF SUCH BIOLOGICAL MATERIALS WILL NOT INFRINGE ANY
     PATENT OR PROPRIETARY RIGHT OF A THIRD PARTY.

6.6  No Other Rights.  Except as otherwise provided herein, W-L and RPI each
     ---------------                                                        
     acknowledges that no right, title or interest in and to any biological
     materials created or otherwise developed during the term of this Agreement
     under the Research Program provided hereunder, or any other research
     materials provided hereunder, is granted or implied.

6.7  Compliance with Laws. All materials exchanged by the parties hereunder
     --------------------                                                  
     (the "Materials") will be used in compliance with applicable federal, state
     and local law, including NIH guidelines for work with recombinant DNA, if
     applicable.  In accord with ARTICLE 312.160, Title 21, Code of US Federal
     Regulations, each receiving party certifies that (a) such Party is
     regularly engaged in conducting investigations of the type described herein
     and that the Materials will actually be used for tests in vitro or in
     animals used only for laboratory research and (b) Materials will be
     returned to the providing Party when the investigation discontinues or is
     terminated.  The Materials should be returned to the providing Party in the
     original container with the original label in place.  Also, any information
     relating to the Materials and supplied by the providing Party must be
     returned to the providing Party upon completion of the investigation.


                                   SECTION 7
                                   ---------
                                        
                             INTELLECTUAL PROPERTY

7.1   Ownership.
      --------- 

        7.1.1  Proprietary Technology. Except as otherwise set forth herein,
               -----------------------                                      
               ownership of Proprietary Technology (whether or not patentable)
               shall be determined in accordance with United States laws of
               inventorship.  Except as set forth in subsection 7.1.2 hereof,
               the owner (the iInventori) of any patentable Proprietary
               Technology (an iInventioni) shall have the right, at its option
               and expense, to prepare, file, and prosecute in its own name any
               patent applications 

                                       10
<PAGE>
 
               with respect to any Invention owned by it and to maintain any
               patents issued. In connection therewith, the non-Inventor party
               agrees to cooperate with the Inventor at the Inventoris expense
               in the preparation and prosecution of all such patent
               applications and in the maintenance of any patents issued. The
               obligations set forth in this Section 7.1.1 shall survive the
               expiration or termination of this Agreement.

        7.1.2  Exceptions. W-L shall own all Inventions that  constitute or
               -----------                                                 
               claim the formulation, composition of matter or use of any
               compound supplied to RPI by W-L. RPI shall own all Inventions
               that constitute Ribozyme Technology.

7.2  Joint Inventions:
     -----------------

     Proprietary Technology jointly invented by RPI and W-L, other than Ribozyme
     Technology, will be jointly owned by RPI and W-L; however, subject to
     Section 7.1.2, W-L will have the rights and responsibilities of the
     iInventori as described in this Section 7 in respect of any such
     patentable, jointly owned Proprietary Technology and RPI shall have the
     rights and responsibilities of a non-Inventor therein.  With regard to
     Ribozyme Technology, RPI shall have the rights and responsibilities of the
     iInventori as described in this Section 7 in respect of any such
     patentable, jointly owned Proprietary Technology and W-L shall have the
     rights and responsibilities of a non-Inventor therein.  The party granted
     the rights and responsibilities of iInventori hereunder shall use patent
     counsel reasonably acceptable to the non-Inventor and shall pay all
     expenses in connection with its preparation, filing, and prosecution of
     patent applications that claim patentable, jointly owned Proprietary
     Technology. All expenses in connection with the preparation, filing and
     prosecution of patent applications that claim Inventions shall be borne by
     the party deemed to be the Inventor or granted the rights and
     responsibilities of the Inventor.

7.3. Patent Filing, Prosecution, Maintenance and Counsel.
     --------------------------------------------------- 

        7.3.1  The Inventor shall prepare, prosecute, and maintain (and shall
               keep the other party currently informed of all steps to be taken
               in such preparation, prosecution and maintenance of all of its
               Patent Rights which claim an Invention and at the other partyis
               request, shall furnish the other party with copies of such Patent
               Rights and other related correspondence relating to such
               Invention to and from patent offices and permit the other party
               to offer its comments thereon before the Inventor makes a
               submission to a patent office which could materially affect the
               scope or validity of the patent coverage that may result. The
               non-Inventor party shall offer-its 

                                       11
<PAGE>
 
               comments promptly. RPI and W-L shall each promptly notify the
               other of any infringement or unauthorized use of an Invention
               which comes to its attention.

        7.3.2  If the Inventor fails to (i) fulfill its obligations under
               this Section 7 or (ii) protect against abandonment of a Patent
               Right which claims an Invention, the Inventor shall permit the
               non-Inventor party, at its option and expense, to undertake such
               obligations. The party not undertaking such actions shall fully
               cooperate with the other party and shall provide to the other
               party whatever assignments and other documents that may be needed
               in connection therewith. The party not undertaking such actions
               may require a suitable indemnity against all damages, costs and
               expenses and impose such other reasonable conditions as such
               partyis advisors may require. If a party undertakes the
               obligations of iInventori under this Section 7 with respect to
               any Patent Rights of the other party under this Section 7.3.2, it
               shall prosecute and maintain the same vigorously at its own
               expense, and shall not abandon or compromise them or fail to
               exercise any rights of appeal without giving the other party the
               right to take over the prosecuting partyis conduct, at such other
               partyis own expense.

                                   SECTION 8
                                   ---------
                                        
                                CONFIDENTIALITY

8.1  Any Party receiving any Confidential Information from the other Party in
     connection with the Research Program and/or the execution, delivery and
     performance of this Agreement shall keep, and shall cause its affiliates,
     officers, employees, students, technicians, advisors and consultants to
     keep, all such Confidential Information in confidence and shall not
     disclose such Confidential Information to third parties, and shall use it
     only to conduct the Research Program or as provided in Section 2.  Such
     duty will include ensuring that any Confidential Information sent over non-
     secure media (such as the Internet) to parties to whom such Party is
     permitted to disclose Confidential Information is sent in a fashion which
     essentially prevents access by third parties, including without limitation
     use of encryption devices.

8.2  Each Party hereto warrants that each of their affiliates, officers,
     employees, students, technicians,  advisors and consultants to whom any
     Confidential Information is revealed shall previously have been informed of
     the confidential nature thereof and have agreed to be bound by the terms
     and conditions of this Agreement. The Party receiving Confidential
     Information shall ensure that the Confidential Information is not used or
     disclosed by such affiliates, employees, 

                                       12
<PAGE>
 
     students, technicians, advisors and consultants, except as permitted by
     this Agreement, and such Party shall be responsible for any breach of this
     Agreement.

8.3  The obligations of confidentiality and nonuse set forth in this
     Agreement shall not apply to any portion of the Confidential Information
     which:

     (1)  is or becomes public or available to the general public otherwise than
          through the act or default of the receiving Party or its affiliates or
          their employees, advisors or consultants; or
     (2)  is obtained by the receiving Party without a duty of confidentiality
          from a third party who is lawfully in possession of such Confidential
          Information and is not subject to an obligation of confidentiality
          owed to the other Party or others; or
     (3)  is known, as shown by competent evidence, by the receiving Party or
          any of its affiliates prior to disclosure under this Agreement and was
          not obtained or derived directly or indirectly from the other Party;
          or
     (4)  is disclosed by the receiving Party or its affiliates pursuant to a
          requirement of law, including with out limitation, disclosures
          required by the US Securities Exchange Commission,, provided that such
          Party has complied with the provisions set forth in paragraph 8.4.

8.4  If the receiving Party or any of its affiliates becomes legally required
     to disclose any Confidential Information, the receiving Party shall give
     the other Party to this Agreement prompt notice of such fact so that such
     Party may obtain a protective order or other appropriate remedy concerning
     any such disclosure and/or waive compliance with the non-disclosure
     provisions of this Agreement. The receiving Party and its Affiliates will
     fully cooperate with the other Party to this Agreement in connection with
     such Party's efforts to obtain any such order or other remedy. If any such
     order or other remedy does not fully preclude disclosure or the other Party
     to this Agreement waives such compliance, the receiving Party and its
     affiliates will make such disclosure only to the extent that such
     disclosure is legally required and will use its best efforts to have
     confidential treatment accorded to the disclosed Confidential Information.

8.5  Term.  The obligations of RPI and W-L under this Section 8 shall continue
     ----                                                                     
     for a period of 10 years after the expiration or termination of this
     Agreement, whichever is the later.

8.6  Return of Materials.  Upon expiration or termination of this Agreement,
     -------------------                                                    
     each Party shall return all copies of Confidential Information disclosed to
     such Party, and all other materials provided to such Party under this
     Agreement; provided 

                                       13
<PAGE>
 
     that one copy of such Confidential Information and such materials may be
     retained for archival or legal purposes only.

                                   SECTION 9
                                   ---------
                                        
                         LIABILITY AND INDEMNIFICATION

9.1  Release from Liability.  Each Party agrees to indemnify, defend, and hold
     ----------------------                                                   
     the other Party and its officers, directors, shareholders, employers,
     consultants and agent members from and against, and assume liability for
     all claims by third parties relating to the indemnifying Party's wrongful
     or negligent acts or omissions, or those of its officers, agents, students
     or employees to the full extent allowed by law or breaches of this
     Agreement or the representations and warranties contained herein.  Each
     Party warrants and represents that it has adequate liability insurance for
     the protection of itself and its officers, employees, students and agents,
     while acting within the scope of their employment by the Party.

9.2  Limitation of Liability.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
     -----------------------                                                  
     SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING IN ANY WAY
     OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.  THIS
     LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
     POSSIBILITY OF SUCH DAMAGE.

9.3  Force Majeure.  The Parties will not be liable for any failure to perform
     --------------                                                           
     as required by this Agreement, to the extent such failure to perform is
     caused by any reason beyond the control of either Party, or by reason of
     any of the following: labor disturbances or disputes of any kind,
     accidents, governmental policy, civil disorders, acts of aggression, acts
     of God, energy or other conservation measures, failure of utilities,
     mechanical breakdowns, material shortages, disease or similar occurrences.

                                       14
<PAGE>
 
                                   SECTION 10
                                   ----------
                                        
                         REPRESENTATIONS AND WARRANTIES

10.1 Representations of the Parties. Each Party represents and warrants that it
     ------------------------------                                            
     has the legal right, authority and power to enter into this Agreement and
     meet the obligations set forth herein. Each Party further represents and
     warrants that it has not previously granted, and will not grant to any
     third party during the term of this agreement, any rights under the Patent
     Rights that are inconsistent with the rights granted to the Party herein.
     Each Party also warrants that it will ensure that all individuals working
     on the Research Program will be made aware of this Agreement, and will be
     bound by the terms of this Agreement, in particular their duty to assign
     Proprietary Technology to it so that such can be licensed hereunder to RPI.
 
10.2 Limitation.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO PARTY TO THIS
     ----------                                                        
     AGREEMENT MAKES ANY WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY
     OPERATION OF LAW, BY STATUTE OR OTHERWISE, RELATING TO (i) ANY BIOLOGICAL
     SAMPLES OR ANY RESEARCH MATERIALS PROVIDED UNDER THIS AGREEMENT TO ANY
     OTHER PARTY OR (ii) ANY RESEARCH CONDUCTED UNDER THIS AGREEMENT OR (iii)
     ANY INVENTION OR DISCOVERY CONCEIVED AND/OR REDUCED TO PRACTICE UNDER THIS
     AGREEMENT, AND EACH PARTY TO THIS AGREEMENT SPECIFICALLY DISCLAIMS ANY
     IMPLIED WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR
     PURPOSE WITH RESPECT TO BIOLOGICAL MATERIALS.

                                   SECTION 11
                                   ----------
                                        
                              TERM AND TERMINATION

11.1 Term.  The term of this Agreement shall commence on the Effective Date and
     ----                                                                      
     continue until the end of the Performance Period, unless terminated prior
     to such date in accordance with this Section 11, or extended by mutual
     written agreement.

11.2 Termination at Will.  Each Party may terminate this Agreement at any time
     -------------------                                                      
     for any reason or for no reason upon written notice to the other Party.
     Such termination shall be effective upon receipt of such written notice.

11.3 Termination for Cause.  Either Party shall have the right to terminate
     ---------------------                                                 
     this Agreement following any material breach or default in performance
     under this Agreement by the other Party upon sixty (60) days prior written
     notice by 

                                       15
<PAGE>
 
     certified mail to the breaching Party specifying the nature of
     the breach or default. Unless the breaching Party has either cured or taken
     such steps as may be reasonably expected to cure the breach or default
     prior to the expiration of such sixty (60) day period, the non-breaching
     Party, at its sole option, may terminate this Agreement upon written notice
     to the breaching Party.  Termination of this Agreement shall become
     effective upon receipt of such notice by the breaching Party.

11.4 Termination for Insolvency.  To the extent permitted by applicable law,
     --------------------------                                             
     either Party may terminate this Agreement immediately upon written notice
     without opportunity to cure if the other Party becomes the subject of a
     voluntary or involuntary petition in bankruptcy or any proceeding relating
     to insolvency, receivership, liquidation, or composition for the benefit of
     creditors, if such petition or proceeding is not dismissed with prejudice
     within ninety (90) days after filing.


11.5 Effect of Expiration or Termination.
     ----------------------------------- 

     (a)  Upon expiration or termination of this Agreement, each Party to this
          Agreement that received materials and samples from another Party to
          this Agreement shall return to the providing Party any and all such
          materials and samples in such Party's possession, including without
          limitation any and all research data, biological samples and other
          material, and other information.

     (b)  In the event RPI terminates this Research Agreement for cause under
          Section 11.3, all Patent Rights will vest with RPI subject to any
          royalty payments due W-L.

     (c)  In the event W-L or RPI terminates this Research Agreement under
          Section 11.2, moneys that have been advanced to RPI and have not been
          reasonably and necessarily expended pursuant to this Agreement shall
          be reimbursed by RPI to W-L.

11.6 Survival.  The following Sections of this Agreement shall survive
     --------                                                         
     expiration or termination of this Agreement:  5, 6, 7.1, 8, 9, and 12.

                                       16
<PAGE>
 
                                   SECTION 12
                                   ----------
                                        
                   PRODUCT DEVELOPMENT AND COMMERCIALIZATION

12.1 Success Fee.  [                 ].
     -----------                                                             

12.2 W-L shall have sole discretion over development of and the exclusive
     right (with the right to sublicense) to develop a ribozyme product or a
     non-ribozyme product against a Validated Target by RPI pursuant to the
     Research Program.

     12.2.1 If W-L elects to develop a ribozyme product, RPI and W-L will
            negotiate appropriate terms in a separate License and Development
            Agreement to be negotiated in good faith under commercially
            reasonable terms by the parties, and any fees set forth in such an
            agreement shall be reduced to reflect any of W-L's obligations to
            third parties relating to the research, development or marketing of
            such ribozyme products.

     12.2.2 The right to use the Validated Target shall be exclusive to W-L.
            RPI may not pursue these Validated Targets independently or with
            another company, without W-L's prior written consent.

     12.2.3 If W-L decides not to carry out a drug discovery or development
            project against a named Target, RPI shall be free to use the data
            generated under the research program to develop products against
            such target, only after W-L has notified RPI in writing of its
            intent not to pursue such target.
 
                                   SECTION 13
                                   ----------
                                        
                               GENERAL PROVISIONS

13.1 No Use of Name.  Neither Party shall use the name of the other in any
     --------------                                                       
     form of advertising or public promotion without the prior written approval
     of the other.

13.2 Governing Law.  This Agreement shall be governed by, construed, and
     -------------                                                      
     interpreted in accordance with the laws of the State of Colorado, without
     reference to principles of conflicts of laws.  This Agreement is subject to
     all applicable USA laws and regulations, including but not limited to,
     export control regulations regarding commodities and technical
     data/information. Each Party specifically agrees not to export or re-export
     any commodities and/or data/information in violation of any applicable USA
     laws and/or regulations.

     Confidential portions (designated by "[ ]") have been omitted pursuant to
     regulation 240.25b-2(b) of the Securities Exchange Act of 1934, and have
     been filed separately with the Commission.

                                       17
<PAGE>
 
13.3 Independent Contractors.  The relationship of RPI and W-L established by
     -----------------------                                                 
     this Agreement is that of independent contractors, and nothing contained in
     this Agreement shall be construed to (a) give any of the Parties hereto the
     power to direct or control the day-to-day activities of another Party
     hereto, (b) constitute the Parties as partners, joint venturers, co-owners
     or otherwise as participants in a joint or common undertaking, or (c) allow
     any of the Parties hereto to create or assume any obligation on behalf of
     another Party hereto for any purpose whatsoever.

13.4 Assignment.  This Agreement may not be assigned or transferred by any of
     ----------                                                              
     the Parties hereto without the prior written consent of the other Party,
     which will not be unreasonably withheld; provided, however, that other
     Party may assign or transfer it's rights and obligations under this
     Agreement to an affiliate of such Party or a successor to all or
     substantially all of its assets or business relating to this Agreement,
     whether by sale, merger, operation of law or otherwise upon written notice
     to the other Party.

13.5 Entire Agreement.  This Agreement constitutes the entire and only
     ----------------                                                 
     agreement between the Parties relating to the subject matter hereof, and
     all prior negotiations, representations, agreements and understandings are
     superseded hereby.

13.6 Further Assurances.  At any time or from time to time on and after the
     ------------------                                                    
     Effective Date, W-L and RPI shall at the request of the other (a) deliver
     to the other such records, data or other documents consistent with the
     provisions of this Agreement, (b) execute, and deliver or cause to be
     delivered, all such assignments, consents, documents or further instruments
     of transfer or license, and (c) take or cause to be taken all such other
     actions, as may reasonably deem necessary or desirable in order to obtain
     the full benefits of this Agreement and the transactions contemplated
     hereby.

13.7 Notices.  Any notice or other communication required or permitted under
     -------                                                                
     this Agreement shall be in writing and will be deemed given as of the date
     such notice is (a) hand delivered, or (b) mailed, postage prepaid, first
     class, certified mail, return receipt requested, or (c) sent, shipping
     prepaid, receipt requested by national courier service, to the Party at the
     address listed below or at such other addresses as may be given from time
     to time in accordance with the terms of this notice provision.

                                       18
<PAGE>
 
      If to RPI:        Ribozyme Pharmaceuticals, Inc.
                        2950 Wilderness Place
                        Boulder, Colorado 80301
                        Attention:  President & CEO

      If to W-L:        Parke-Davis Pharmaceutical Research Division
                        2800 Plymouth Road
                        Ann Arbor, MI 48105
                        Attention:Vice President and Chairman,
                                Pharmaceutical Research Division

      With a Copy to:   Parke-Davis Pharmaceutical Research Division
                        2800 Plymouth Road
                        Ann Arbor, MI 48105
                        Attention:Assistant General Counsel,
                                Pharmaceutical Research Division

13.8  Modification. No modification to this Agreement shall be effective unless
      ------------                                                             
      assented to in writing by the Party to be charged.

13.9  Waiver.  No waiver of any rights, shall be effective unless assented
      ------                                                              
      to in writing by the Party to be charged and the waiver of any breach of
      default shall not constitute a waiver of any other right hereunder or any
      subsequent breach or default.

13.10 Headings.  The headings of the several sections of this Agreement are
        --------                                                             
      intended for convenience of reference only and are not intended to be a
      part of or to affect the meaning or interpretation of this Agreement.

13.11 Severability.  In the event that any provision of this Agreement becomes
      ------------                                                            
      or is declared by a court of competent jurisdiction to be illegal,
      unenforceable or void, this Agreement shall continue in full force and
      effect without said provision; provided that no such severability shall be
      effective if the result of such action materially changes the economic
      benefit of this Agreement to RPI or W-L.

13.12 Counterparts.  This Agreement may be executed in counterparts, each of
      ------------                                                          
      which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

                                       19
<PAGE>
 
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby,
have caused this Agreement to be executed by their duly authorized
representatives as of the date first written above.

WARNER-LAMBART                                       RIBOZYME PHARMACEUTICALS
COMPANY                                              INCORPORATED

By:  /s/Wendell Wierenga, Ph.D.                      By: /s/ Alene Holzman
     --------------------------                          -----------------
     Wendell Wierenga, Ph.D.                             Alene Holzman
     Senior Vice President, Worldwide                    Vice President,
      Preclinical Research,                              Business Development
      Development and Technologies
     Parke-Davis, Pharmaceutical, Research


 

                                       20
<PAGE>
 
                                   APPENDIX A
                                        
I. RESEARCH PLAN     [            ]

      Confidential portions (designated by "[ ]") have been omitted pursuant to
      regulation 240.25b-2(b) of the Securities Exchange Act of 1934, and have
      been filed separately with the Commission.

                                       21
<PAGE>
 
                                   APPENDIX B

                                Expense for COGS
                                ----------------

Expenses included in, but not limited to, the Party's manufacturing cost:

1.   Direct materials

2.   Salaries, wages and benefits of personnel directly engaged in manufacturing
     the product.

3.   Overhead associated with direct production, including, but not limited to:

     a.  Depreciation, leasehold improvements and equipment leases

     b.  Repair and maintenance

     c.  Manufacturing supplies

4.   Reasonable allocable general manufacturing overhead,

     a.  Manufacturing Administration

     b.  Materials Management

     c.  Validation and Calibration

     d.  Documentation and Compliance

     e.  Quality Assurance/Quality Control

     f.  Technical Services

     g.  Regulatory Compliance

5.   Reasonable allocable General facilities overhead, including, but not
     limited to:

     a.  Rent, utilities, property tax, insurance and other assigned general
         facilities' costs

     b.  Purchasing

     c.  Environmental Health and Safety

     d.  Management Information Systems

     e.  Engineering

     f.  Accounting

     g.   Human Resources

                                       22