<PAGE>   1
                                                                   EXHIBIT 10.20


                            STOCK PURCHASE AGREEMENT

Incyte Pharmaceuticals, Inc.
3174 Porter Drive
Palo Alto, California 94304


The undersigned (the "Investor"), hereby confirms its agreement with you as
follows:

1. This Stock Purchase Agreement (the "Agreement") is made as of the date set
forth below between Incyte Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and the Investor.

2. The Company has authorized the sale and issuance of up to two million five
hundred thousand (2,500,000) shares (the "Shares") of common stock of the
Company, par value $0.001 per share (the "Common Stock"), subject to adjustment
by the Company's Board of Directors, to certain investors in a private placement
(the "Offering").

3. The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor ____________ shares,
for a purchase price of $________ per share, or an aggregate purchase price of
$__________, pursuant to the Terms and Conditions for Purchase of Shares
attached hereto as Annex I and incorporated herein by this reference as if fully
set forth herein. Unless otherwise requested by the Investor, certificates
representing the Shares purchased by the Investor will be registered in the
Investor's name and address as set forth below.

4. The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years with
the Company or its affiliates, (b) neither it, nor any group of which it is a
member or to which it is related, beneficially owns (including the right to
acquire or vote) any securities of the Company and (c) it has no direct or
indirect affiliation or association with any NASD member. Exceptions:


--------------------------------------------------------------------------------
    (If no exceptions, write "none." If left blank, response will be deemed to
be "none.")

Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.



AGREED AND ACCEPTED:
INCYTE PHARMACEUTICALS, INC.

By:  /s/ JOHN M. VUKO
Title:  Chief Financial Officer



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                             INVESTOR SIGNATURE PAGE



JANUS ASPEN SERIES,
a Delaware business trust

By:        Thomas A. Early
Title:     Vice President
Address:   100 Fillmore Street
           Denver, CO 80206
Date:      February 22, 2000
Purchase:  305,355 shares for $64,429,905

JANUS INVESTMENT FUND,
a Massachusetts business trust

By:        Thomas A. Early
Title:     Vice President
Address:   100 Fillmore Street
           Denver, CO 80206
Date:      February 22, 2000
Purchase:  1,694,645 shares for $357,570,095



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                                     ANNEX I

                   TERMS AND CONDITIONS FOR PURCHASE OF SHARES

        1. AUTHORIZATION AND SALE OF THE SHARES. Subject to the terms and
conditions of this Agreement, the Company has authorized the sale of the Shares.

        2.     AGREEMENT TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE.

               2.1 At the Closing (as defined in Section 3), the Company will
sell to the Investor, and the Investor will purchase from the Company, upon the
terms and conditions hereinafter set forth, the number of Shares set forth on
the signature page to which these Terms and Conditions for Purchase of Shares
are attached as Annex I (the "Signature Page") at the purchase price set forth
on such Signature Page.

               2.2 The Company may enter into this same form of Stock Purchase
Agreement with certain other investors (the "Other Investors") and may complete
sales of Shares to them. (The Investor and the Other Investors are hereinafter
sometimes collectively referred to as the "Investors," and this Agreement and
the Stock Purchase Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the "Agreements.") The Company will accept
executed Agreements from Investors for the purchase of Shares commencing upon
the date on which the Company provides the Investors with the proposed purchase
price per Share and concluding upon the date (the "Subscription Date") on which
the Company has (i) executed Agreements with Investors for the purchase of at
least $150,000,000 of Shares and (ii) notified Deutsche Bank Securities Inc. (in
its capacity as Placement Agent for the Shares, the "Placement Agent") in
writing that it is no longer accepting Agreements from Investors for the
purchase of Shares.

               2.3 Investor acknowledges that the Company intends to pay the
Placement Agent a fee in respect of the sale of Shares to the Investor. Each of
the parties hereto represents that, on the basis of any actions and agreements
by it, there are no other brokers or finders entitled to compensation in
connection with the sale of the Shares to the Investor.

        3. DELIVERY OF THE SHARES AT CLOSING. The completion of the purchase and
sale of the Shares (the "Closing") shall occur at a place and time (the "Closing
Date") to be specified by the Company and the Placement Agent, and of which the
Investors will be notified in advance by the Placement Agent. At the Closing,
the Company shall deliver to the Investor one or more stock certificates
representing the number of Shares set forth on the signature page hereto, each
such certificate to be registered in the name of the Investor or, if so
indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A,
in the name of a nominee designated by the Investor.

        The Company's obligation to issue the Shares to the Investor shall be
subject to the following conditions, any one or more of which may be waived by
the Company: (a) receipt by the Company in same-day funds in the full amount of
the purchase price for the Shares being purchased hereunder as set forth on the
Signature Page hereto; (b) completion of purchases and sales under the
Agreements with the Other Investors; (c) receipt by the Company of a completed
version of Exhibit A, Exhibit B, and Exhibit C attached hereto; and (d) the
accuracy of the



                                       1.
<PAGE>   4

representations and warranties made by the Investors and the fulfillment of
those undertakings of the Investors to be fulfilled prior to the Closing.

        The Investor's obligation to purchase the Shares shall be subject to the
following conditions, any one or more of which may be waived by the Investor:
(a) Investors shall have executed Agreements for the purchase of at least
$150,000,000 of Shares; and (b) the representations and warranties of the
Company set forth herein shall be true and correct in all material respects and
(c) the fulfillment of those undertakings of the Company to be fulfilled prior
to the Closing. The Investor's obligations are expressly not conditioned on the
purchase by any or all of the other Investors of the Shares that they have
agreed to purchase from the Company.

        4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. Except as
otherwise described in the Company's periodic reports on Forms 10-Q and 10-K and
in the Company's current reports on Form 8-K as filed by the Company with the
Securities and Exchange Commission in 1999 and 2000 (the "SEC Documents"), and
in the Company's press releases since September 30, 1999 (collectively,
including the documents incorporated by reference therein, the "Company
Information"), which qualify the following representations and warranties in
their entirety, the Company hereby represents and warrants to, and covenants
with, the Investor, as follows:

               4.1 ORGANIZATION. The Company is duly incorporated and validly
existing in good standing under the laws of the jurisdiction of its
organization. The Company has full power and authority to own, operate and
occupy its properties and to conduct its business as presently conducted and is
registered or qualified to do business and in good standing in each jurisdiction
in which it owns or leases property or transacts business and where the failure
to be so qualified would have a material adverse effect upon the business,
financial condition, properties or operations of the Company and its
subsidiaries, taken as a whole ("Material Adverse Effect"), and no proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing,
or seeking to revoke, limit or curtail, such power and authority or
qualification.

               4.2 DUE AUTHORIZATION. The Company has all requisite power and
authority to execute, deliver and perform its obligations under the Agreements,
and the Agreements have been duly authorized and validly executed and delivered
by the Company and constitute legal, valid and binding agreements of the Company
enforceable against the Company in accordance with their terms, except as rights
to indemnity and contribution may be limited by state or federal securities laws
or the public policy underlying such laws, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

               4.3 NON-CONTRAVENTION. The execution and delivery of the
Agreements, the issuance and sale of the Shares to be sold by the Company under
the Agreements, the fulfillment of the terms of the Agreements and the
consummation of the transactions contemplated thereby will not (A) conflict with
or constitute a violation of, or default (with the passage of time or otherwise)
under, (i) any material bond, debenture, note or other evidence of indebtedness,
or



                                       2.
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any material lease, contract, indenture, mortgage, deed of trust, loan
agreement, joint venture or other agreement or instrument to which the Company
is a party or by which it or its property is bound, where such conflict,
violation or default is likely to result in a Material Adverse Effect, (ii) the
charter, by-laws or other organizational documents of the Company, or (iii) any
law, administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority binding upon the Company or its property,
where such conflict, violation or default is likely to result in a Material
Adverse Effect, or (B) result in the creation or imposition of any lien,
encumbrance, claim, security interest or restriction whatsoever upon any of the
material properties or assets of the Company or an acceleration of indebtedness
pursuant to any obligation, agreement or condition contained in any material
bond, debenture, note or any other evidence of indebtedness or any material
indenture, mortgage, deed of trust or any other agreement or instrument to which
the Company is a party or by which it is bound or to which any of the property
or assets of the Company is subject. No consent, approval, authorization or
other order of, or registration, qualification or filing with, any regulatory
body, administrative agency, or other governmental body in the United States is
required for the execution and delivery of the Agreements and the valid issuance
and sale of the Shares to be sold pursuant to the Agreements, other than such as
have been made or obtained, and except for (a) any securities filings required
to be made under federal or state securities laws and (b) the filing of the
Registration Statement as contemplated by Section 7 of this Agreement.

               4.4 CAPITALIZATION. The capitalization of the Company is
described in the Company's SEC Documents. The Company has not issued any capital
stock since September 30, 1999 other than pursuant to employee benefit plans
disclosed in the Company's SEC Documents. The Shares to be sold pursuant to the
Agreements have been duly authorized, and when issued and paid for in accordance
with the terms of the Agreements, will be duly and validly issued, fully paid
and nonassessable. The outstanding shares of capital stock of the Company have
been duly and validly issued and are fully paid and nonassessable, have been
issued in compliance with all federal and state securities laws, and were not
issued in violation of any preemptive rights or similar rights to subscribe for
or purchase securities. Except as set forth in or contemplated by the Company's
SEC Documents, there are no outstanding rights (including, without limitation,
preemptive rights), warrants or options to acquire, or instruments convertible
into or exchangeable for, any unissued shares of capital stock or other equity
interest in the Company, or any contract, commitment, agreement, understanding
or arrangement of any kind to which the Company is a party and relating to the
issuance or sale of any capital stock of the Company, any such convertible or
exchangeable securities or any such rights, warrants or options. Without
limiting the foregoing, no preemptive right, co-sale right, registration right,
right of first refusal or other similar right exists with respect to the
issuance and sale of the Shares. Except as disclosed in the Company's SEC
Documents, there are no stockholders agreements, voting agreements or other
similar agreements with respect to the Common Stock to which the Company is a
party.

               4.5 LEGAL PROCEEDINGS. There is no material legal or governmental
proceeding pending to which the Company is a party or of which the business or
property of the Company is subject that is not disclosed in the Company's SEC
Documents.

               4.6 NO VIOLATIONS. The Company is not in violation of its
charter, bylaws or other organizational document, or in violation of any law,
administrative regulation, ordinance or



                                       3.
<PAGE>   6

order of any court or governmental agency, arbitration panel or authority
applicable to the Company, which violation, individually or in the aggregate,
would be reasonably likely to have a Material Adverse Effect, or is in default
(and there exists no condition which, with the passage of time or otherwise,
would constitute a default) in the performance of any material bond, debenture,
note or any other evidence of indebtedness in any indenture, mortgage, deed of
trust or any other material agreement or instrument to which the Company is a
party or by which the Company is bound or by which the property of the Company
is bound, which would be reasonably likely to have a Material Adverse Effect.

               4.7 GOVERNMENTAL PERMITS, ETC. With the exception of the matters
which are dealt with separately in Sections 4.1, 4.12, and 4.13, the Company has
all necessary franchises, licenses, certificates and other authorizations from
any foreign, federal, state or local government or governmental agency,
department or body that are currently necessary for the operation of the
business of the Company as currently conducted except where the failure to
currently possess could not reasonably be expected to have a Material Adverse
Effect.

               4.8 INTELLECTUAL PROPERTY. Except as disclosed in the SEC
Documents, (i) the Company owns or possesses adequate rights to use all patents,
patent rights, inventions, trade secrets, know-how, trademarks, service marks,
trade names, copyrights or other information (collectively, "Intellectual
Property") which are necessary to conduct its businesses as now or as proposed
to be conducted by it as described in the SEC Documents, except where the
failure to currently own or possess would not have a Material Adverse Effect,
(ii) the Company has not received any notice of, and has no knowledge of, any
infringement of or conflict with asserted rights of others with respect to any
Intellectual Property which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, could reasonably be expected to have a
Material Adverse Effect, and (iii) to the Company's knowledge, none of the
patent rights owned or licensed by the Company are unenforceable or invalid.

               4.9 FINANCIAL STATEMENTS. The financial statements of the Company
and the related notes contained in the Company's SEC Documents present fairly,
in accordance with generally accepted accounting principles, the financial
position of the Company as of the dates indicated, and the results of its
operations and cash flows for the periods therein specified, subject, in the
case of unaudited financial statements for interim periods, to normal year-end
audit adjustments. Such financial statements (including the related notes) have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods therein specified, except
as disclosed in the Company's SEC Documents and except that unaudited financial
statements may not contain all footnotes required by generally accepted
accounting principles.

               4.10 NO MATERIAL ADVERSE CHANGE. Except as disclosed in the
Company's press releases or other Proprietary Information provided to the
Investor in contemplation of this Offering, since September 30, 1999, there has
not been (i) any Material Adverse Effect affecting the Company, (ii) any
obligation, direct or contingent, that is material to the Company considered as
one enterprise, incurred by the Company, except obligations incurred in the
ordinary course of business, (iii) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company, or (iv) any loss or
damage (whether or not insured) to the



                                       4.
<PAGE>   7

physical property of the Company which has been sustained which has a Material
Adverse Effect.

               4.11 NASDAQ COMPLIANCE. The Company's Common Stock is registered
pursuant to Section 12(g) of the Exchange Act and is listed on the Nasdaq
National Market (the "Nasdaq Stock Market"), and the Company has taken no action
designed to, or likely to have the effect of, terminating the registration of
the Common Stock under the Exchange Act or delisting the Common Stock from the
Nasdaq Stock Market.

               4.12 REPORTING STATUS. The Company has filed in a timely manner
all documents that the Company was required to file under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), during the 12 months
preceding the date of this Agreement. The following documents complied in all
material respects with the SEC's requirements as of their respective filing
dates, and the information contained therein as of the respective dates thereof
did not 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 where they were made, not
misleading:

                      (a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998 (the "10-K");

                      (b) The Company's Quarterly Reports on Form 10-Q for each
of the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; and

                      (c) All other documents, if any, filed by the Company with
the Securities and Exchange Commission since December 31, 1998 pursuant to the
reporting requirements of the Exchange Act.

               4.13 LISTING. The Company shall comply with all requirements of
the National Association of Securities Dealers, Inc. with respect to the
issuance of the Shares and the listing thereof on the Nasdaq Stock Market.

               4.14 FOREIGN CORRUPT PRACTICES. Neither the Company nor, to the
knowledge of the Company, any agent or other person acting on behalf of the
Company, have (i) directly or indirectly, used any corporate funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to foreign or domestic
political parties or campaigns from corporate funds, (iii) failed to disclose
fully any contribution made by the Company or made by any person acting on its
behalf and of which the Company is aware in violation of law or (iv) violated in
any material respect any provision of the Foreign Corrupt Practices Act of 1977,
as amended.

               4.15 NO MANIPULATION OF STOCK. The Company has not taken and will
not, in violation of applicable law, take, any action outside the ordinary
course of business designed to or that might reasonably be expected to cause or
result in unlawful manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares.



                                       5.
<PAGE>   8

               4.16 TRANSFER TAXES. On the Closing Date, all stock transfer or
other taxes (other than income taxes) which are required to be paid in
connection with the sale and transfer of the Shares to be sold to the Investor
hereunder will be, or will have been, fully paid or provided for by the Company
and all laws imposing such taxes will be or will have been fully complied with.

               4.17 LEGAL OPINION. The Company shall cause to be delivered to
the Investors and the Placement Agent by counsel to the Company a legal opinion
in the form attached hereto as Exhibit E.

               4.18 SECURITIES LAW COMPLIANCE. Other than the SEC Documents (the
"Offering Materials"), the Company has not distributed and will not distribute
prior to the Closing Date any offering material in connection with the offering
and sale of the Shares. The Company has not in the past nor will it hereafter
take any action independent of the Placement Agent to sell, offer for sale or
solicit offers to buy any securities of the Company which would bring the offer,
issuance or sale of the Shares, as contemplated by this Agreement, within the
provisions of Section 5 of the Securities Act of 1933, as amended (the
"Securities Act"), unless such offer, issuance or sale was or shall be within
the exemptions of Section 4 of the Securities Act.

               4.19 ACCOUNTANTS. Ernst & Young LLP, who the Company expects will
express their opinion with respect to the financial statements to be
incorporated by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1999 into the Registration Statement (as defined below)
and the Prospectus which forms a part thereof, are independent accountants as
required by the Securities Act and the rules and regulations promulgated
thereunder (the "Rules and Regulations").

               4.20 CONTRACTS. The contracts described in the SEC Documents or
incorporated by reference therein that are material to the Company are in full
force and effect on the date hereof, and neither the Company nor, to the
Company's knowledge, any other party to such contracts is in breach of or
default under any of such contracts which breach or default would have a
Material Adverse Effect.

               4.21 TAXES. The Company has filed all necessary federal, state
and foreign income and franchise tax returns due prior to the date hereof and
has paid or accrued all taxes shown as due thereon, and the Company has no
knowledge of a tax deficiency which has been or might be asserted or threatened
against it which could reasonably be expected to have a Material Adverse Effect.

               4.22 INVESTMENT COMPANY. The Company is not an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for an investment company, within the meaning of the Investment Company Act of
1940, as amended.

               4.23 INSURANCE. The Company maintains and will continue to
maintain insurance of the types and in the amounts that the Company reasonably
believes is adequate for its business, all of which insurance is in full force
and effect.



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        5.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

               5.1 The Investor represents and warrants to, and covenants with,
the Company that: (i) the Investor is an "accredited investor" as defined in
Regulation D under the Securities Act and the Investor is also knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions with
respect to, investments in shares presenting an investment decision like that
involved in the purchase of the Shares, including investments in securities
issued by the Company and investments in comparable companies, and has
requested, received, reviewed and considered all information it deemed relevant
in making an informed decision to purchase the Shares; (ii) the Investor is
acquiring the number of Shares set forth on the Signature Page hereto in the
ordinary course of its business and for its own account for investment only and
with no present intention of distributing any of such Shares or any arrangement
or understanding with any other persons regarding the distribution of such
Shares; (iii) the Investor will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase
or otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act, applicable state securities laws and the respective
rules and regulations promulgated thereunder; (iv) the Investor has answered all
questions on the Signature Page hereto, the Registration Statement Questionnaire
attached hereto as Exhibit B, and the Investor Questionnaire attached hereto as
Exhibit C, and the answers thereto are true and correct as of the date hereof
and will be true and correct as of the Closing Date; (v) the Investor will
notify the Company immediately of any change in any of such information until
such time as the Investor has sold all of its Shares or until the Company is no
longer required to keep the Registration Statement effective; and (vi) the
Investor has, in connection with its decision to purchase the number of Shares
set forth on the signature page hereto, relied only upon the Company Information
provided to the Investor by the Company in contemplation of this offering and
the representations and warranties of the Company contained herein. Investor
understands that its acquisition of the Shares has not been registered under the
Securities Act, or registered or qualified under any state securities law in
reliance on specific exemptions therefrom, which exemptions may depend upon,
among other things, the bona fide nature of the Investor's investment intent as
expressed herein.

               5.2 The Investor acknowledges, represents and agrees that no
action has been or will be taken in any jurisdiction outside the United States
by the Company or the Placement Agent that would permit an offering of the
Shares, or possession or distribution of offering materials in connection with
the issue of the Shares, in any jurisdiction outside the United States where
action for that purpose is required. Each Investor outside the United States
will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Shares or has in
its possession or distributes any offering material, in all cases at its own
expense. The Placement Agent is not authorized to make any representation or use
any information in connection with the issue, placement, purchase and sale of
the Shares.

               5.3 The Investor hereby covenants with the Company not to make
any sale of the Shares without complying with the provisions of this Agreement,
including Section 7.2 hereof, and without effectively causing the prospectus
delivery requirement under the Securities Act to be satisfied, and the Investor
acknowledges that the certificates evidencing the Shares will be imprinted with
a legend that prohibits their transfer except in accordance therewith. The
Investor acknowledges that there may occasionally be times when the Company,
based on the



                                       7.
<PAGE>   10

advice of its counsel, determines that it must suspend the use of the Prospectus
forming a part of the Registration Statement until such time as an amendment to
the Registration Statement has been filed by the Company and declared effective
by the SEC or until the Company has amended or supplemented such Prospectus.

               5.4 The Investor further represents and warrants to, and
covenants with, the Company that (i) the Investor has full right, power,
authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement, and (ii) this
Agreement constitutes a valid and binding obligation of the Investor enforceable
against the Investor in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Investors
herein may be legally unenforceable.

               5.5 Investor will not, prior to the effectiveness of the
Registration Statement, sell, offer to sell, solicit offers to buy, dispose of,
loan, pledge or grant any right with respect to (collectively, a "Disposition"),
the Common Stock of the Company, nor will Investor engage in any hedging or
other transaction which is designed to or could reasonably be expected to lead
to or result in a Disposition of Common Stock of the Company by the Investor or
any other person or entity. Such prohibited hedging or other transactions would
include, without limitation, effecting any short sale or having in effect any
short position (whether or not such sale or position is against the box and
regardless of when such position was entered into) or any purchase, sale or
grant of any right (including, without limitation, any put or call option) with
respect to the Common Stock of the Company or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Common Stock of the Company.

               5.6 The Investor understands that nothing in this Agreement or
any other materials presented to the Investor in connection with the purchase
and sale of the Shares constitutes legal, tax or investment advice. The Investor
has consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase
of Shares.

        6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement or by the
Placement Agent, all covenants, agreements, representations and warranties made
by the Company and the Investor herein shall survive the execution of this
Agreement, the delivery to the Investor of the Shares being purchased and the
payment therefor.



                                       8.
<PAGE>   11

        7.     REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.

               7.1    REGISTRATION PROCEDURES AND EXPENSES.  The Company shall:

                      (a) subject to receipt of necessary information from the
Investors, prepare and file with the SEC, as soon as practicable, but in no
event later than thirty (30) days after the Closing Date, a registration
statement on Form S-3 (the "Registration Statement") to enable the resale of the
Shares by the Investors from time to time through the automated quotation system
of the Nasdaq Stock Market or in privately negotiated transactions. If the
Registration Statement is not declared effective by August 2, 2000 (the "Final
Effectiveness Date") and does not remain effective for 30 continuous days from
the first date of effectiveness, the Purchaser shall be entitled to a stock
dividend in the amount of 2%; provided that the amount of such stock dividend
shall increase by 1.5% at each of the first two three-month anniversaries of the
Final Effectiveness Date if the Registration Statement has not been declared
effective and remained effective for 30 continuous days from the date of first
effectiveness as of such three month anniversaries; provided further that any
such stock dividend shall not exceed in the aggregate 5%.

                      (b) use its reasonable efforts, subject to receipt of
necessary information from the Investors, to cause the Registration Statement to
become effective as soon as practicable, but in no event later than ninety (90)
days after the Registration Statement is filed by the Company;

                      (c) use its reasonable efforts to prepare and file with
the SEC such amendments and supplements to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement current and effective for a period not exceeding, with
respect to each Investor's Shares purchased hereunder, the earlier of (i) the
second anniversary of the Closing Date, (ii) the date on which the Investor may
sell all Shares then held by the Investor without restriction by the volume
limitations of Rule 144(e) of the Securities Act or (iii) such time as all
Shares purchased by such Investor in this Offering have been sold pursuant to a
registration statement;

                      (d) furnish to the Investor with respect to the Shares
registered under the Registration Statement such number of copies of the
Registration Statement, Prospectuses and Preliminary Prospectuses in conformity
with the requirements of the Securities Act and such other documents as the
Investor may reasonably request, in order to facilitate the public sale or other
disposition of all or any of the Shares by the Investor, provided, however, that
the obligation of the Company to deliver copies of Prospectuses or Preliminary
Prospectuses to the Investor shall be subject to the receipt by the Company of
reasonable assurances from the Investor that the Investor will comply with the
applicable provisions of the Securities Act and of such other securities or blue
sky laws as may be applicable in connection with any use of such Prospectuses or
Preliminary Prospectuses;

                      (e) file documents required of the Company for normal blue
sky clearance in states specified in writing by the Investor, provided, however,
that the Company shall not be required to qualify to do business or consent to
service of process in any jurisdiction in which it is not now so qualified or
has not so consented;



                                       9.
<PAGE>   12

                      (f) bear all expenses in connection with the procedures in
paragraph (a) through (e) of this Section 7.1 and the registration of the Shares
pursuant to the Registration Statement; and

                      (g) advise the Investor, promptly after it shall receive
notice or obtain knowledge of the issuance of any stop order by the SEC delaying
or suspending the effectiveness of the Registration Statement or of the
initiation of any proceeding for that purpose; and it will promptly use its
commercially reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should
be issued

                      (h) with a view to making available to the Investor the
benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investor to sell Shares to the public
without registration, the Company covenants and agrees to: (i) make and keep
public information available, as those terms are understood and defined in Rule
144, until the date on which the Company is not required to keep the
Registration Statement current and effective with respect to the Investor's
Shares, as specified in paragraph (c) above; (ii) file with the SEC in a timely
manner all reports and other documents required of the Company under the
Securities Act and under the Exchange Act; and (iii) furnish to the Investor
upon request, as long as the Investor owns any Shares, (A) a written statement
by the Company that it has complied with the reporting requirements of the
Securities Act and the Exchange Act, (B) a copy of the Company's most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other
information as may be reasonably requested in order to avail the Investor of any
rule or regulation of the SEC that permits the selling of any such Shares
without registration.

        It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Section 7.1 that the Investor shall furnish to
the Company such information regarding itself, the Shares to be sold by
Investor, and the intended method of disposition of such securities as shall be
required to effect the registration of the Shares.

        The Company understands that the Investor disclaims being an
underwriter, but the Investor being deemed an underwriter by the SEC shall not
relieve the Company of any obligations it has hereunder, provided, however, that
if the Company receives notification from the SEC that the Investor is deemed an
underwriter, then the period by which the Company is obligated to submit an
acceleration request to the SEC shall be extended to the earlier of (i) the 90th
day after such SEC notification, or (ii) 120 days after the initial filing of
the Registration Statement with the SEC.

               7.2    TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION.

                      (a) The Investor agrees that it will not effect any
Disposition of the Shares or its right to purchase the Shares that would
constitute a sale within the meaning of the Securities Act except as
contemplated in the Registration Statement referred to in Section 7.1 and as
described below, and that it will promptly notify the Company of any changes in
the information set forth in the Registration Statement regarding the Investor
or its plan of distribution.



                                       10.
<PAGE>   13

                      (b) Except in the event that paragraph (c) below applies,
the Company shall: (i) if deemed necessary by the Company, prepare and file from
time to time with the SEC a post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other required
document so that such Registration Statement will not 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 not misleading, and
so that, as thereafter delivered to purchasers of the Shares being sold
thereunder, such Prospectus will not 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; (ii) provide the Investor copies of any
documents filed pursuant to Section 7.2(b)(i); and (iii) inform each Investor
that the Company has complied with its obligations in Section 7.2(b)(i) (or
that, if the Company has filed a post-effective amendment to the Registration
Statement which has not yet been declared effective, the Company will notify the
Investor to that effect, will use its reasonable efforts to secure the
effectiveness of such post-effective amendment as promptly as possible and will
promptly notify the Investor pursuant to Section 7.2(b)(i) hereof when the
amendment has become effective).

                      (c) Subject to paragraph (d) below, in the event: (i) of
any request by the SEC or any other federal or state governmental authority
during the period of effectiveness of the Registration Statement for amendments
or supplements to a Registration Statement or related Prospectus or for
additional information; (ii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction or the initiation of any proceeding for such
purpose; or (iv) of any event or circumstance which necessitates the making of
any changes in the Registration Statement or Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the
case of the Registration Statement, it will not contain any untrue statement of
a material fact or any omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in
the case of the Prospectus, it will not contain any untrue statement of a
material fact or any omission 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; then the Company shall
deliver a certificate in writing to the Investor (the "Suspension Notice") to
the effect of the foregoing and, upon receipt of such Suspension Notice, the
Investor will refrain from selling any Shares pursuant to the Registration
Statement (a "Suspension") until the Investor's receipt of copies of a
supplemented or amended Prospectus prepared and filed by the Company, or until
it is advised in writing by the Company that the current Prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in any such Prospectus. In the
event of any Suspension, the Company will use its reasonable efforts to cause
the use of the Prospectus so suspended to be resumed as soon as reasonably
practicable within 20 business days after delivery of a Suspension Notice to the
Investors. In addition to and without limiting any other remedies (including,
without limitation, at law or at equity) available to the Investor, the Investor
shall be entitled to specific performance in the event that the Company fails to
comply with the provisions of this Section 7.2(c).



                                      11.
<PAGE>   14

                      (d) Notwithstanding the foregoing paragraphs of this
Section 7.2, the Investor shall not be prohibited from selling Shares under the
Registration Statement as a result of Suspensions on more than three occasions
of not more than 30 days each in any twelve month period, unless, in the good
faith judgment of the Company's Board of Directors, upon advice of counsel, the
sale of Shares under the Registration Statement in reliance on this paragraph
7.2(d) would be reasonably likely to cause a violation of the Securities Act or
the Exchange Act and result in potential liability to the Company.

                      (e) Provided that a Suspension is not then in effect the
Investor may sell Shares under the Registration Statement, provided that it
arranges for delivery of a current Prospectus to the transferee of such Shares.
Upon receipt of a request therefor, the Company has agreed to provide a
reasonable number of current Prospectuses to the Investor and to supply a
reasonable number of copies to any other parties requiring such Prospectuses.

                      (f) In the event of a sale of Shares by the Investor, the
Investor must also deliver to the Company's transfer agent, with a copy to the
Company, a Certificate of Subsequent Sale substantially in the form attached
hereto as Exhibit C, so that the shares may be properly transferred.

               7.3    INDEMNIFICATION.  For the purpose of this Section 7.3:

                      (a) the term "Selling Stockholder" shall include the
Investor and any affiliate of such Investor;

                      (b) the term "Registration Statement" shall include any
final Prospectus, exhibit, supplement or amendment included in or relating to
the Registration Statement referred to in Section 7.1; and

                      (c) the term "untrue statement" shall include any untrue
statement or alleged untrue statement, or any omission or alleged omission to
state in the Registration Statement 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.

                             (i) The Company agrees to indemnify and hold
harmless each Selling Stockholder from and against any losses, claims, damages
or liabilities to which such Selling Stockholder may become subject (under the
Securities Act or otherwise) insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon (i) any untrue statement of a material fact contained in the
Registration Statement, or (ii) any failure by the Company to fulfill any
undertaking included in the Registration Statement, and the Company will
reimburse such Selling Stockholder for any reasonable legal or other expenses
reasonably incurred in investigating, defending or preparing to defend any such
action, proceeding or claim, provided, however, that the Company shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, an untrue statement made in such Registration
Statement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Selling Stockholder specifically for use
in preparation of the Registration Statement or the failure of such Selling
Stockholder to comply with its covenants and agreements contained in Sections
5.1,



                                      12.
<PAGE>   15

5.2, 5.3 or 7.2 hereof or any statement or omission in any Prospectus that is
corrected in any subsequent Prospectus that was delivered to the Investor prior
to the pertinent sale or sales by the Investor.

                             (ii) The Investor agrees to indemnify and hold
harmless the Company (and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, each officer of the Company who
signs the Registration Statement and each director of the Company) from and
against any losses, claims, damages or liabilities to which the Company (or any
such officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, (i) any failure to comply with the covenants and agreements
contained in Section 5.1, 5.2, 5.3 or 7.2 hereof, or (ii) any untrue statement
of a material fact contained in the Registration Statement if such untrue
statement was made in reliance upon and in conformity with written information
furnished by or on behalf of the Investor specifically for use in preparation of
the Registration Statement, and the Investor will reimburse the Company (or such
officer, director or controlling person), as the case may be, for any legal or
other expenses reasonably incurred in investigating, defending or preparing to
defend any such action, proceeding or claim.

                             (iii) Promptly after receipt by any indemnified
person of a notice of a claim or the beginning of any action in respect of which
indemnity is to be sought against an indemnifying person pursuant to this
Section 7.3, such indemnified person shall notify the indemnifying person in
writing of such claim or of the commencement of such action, but the omission to
so notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party under this Section 7.3 (except to the extent
that such omission materially and adversely affects the indemnifying party's
ability to defend such action) or from any liability otherwise than under this
Section 7.3. Subject to the provisions hereinafter stated, in case any such
action shall be brought against an indemnified person, the indemnifying person
shall be entitled to participate therein, and, to the extent that it shall elect
by written notice delivered to the indemnified party promptly after receiving
the aforesaid notice from such indemnified party, shall be entitled to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
person. After notice from the indemnifying person to such indemnified person of
its election to assume the defense thereof, such indemnifying person shall not
be liable to such indemnified person for any legal expenses subsequently
incurred by such indemnified person in connection with the defense thereof,
provided, however, that if there exists or shall exist a conflict of interest
that would make it inappropriate, in the reasonable opinion of counsel to the
indemnified person, for the same counsel to represent both the indemnified
person and such indemnifying person or any affiliate or associate thereof, the
indemnified person shall be entitled to retain its own counsel at the expense of
such indemnifying person; provided, however, that no indemnifying person shall
be responsible for the fees and expenses of more than one separate counsel
(together with appropriate local counsel) for all indemnified parties. In no
event shall any indemnifying person be liable in respect of any amounts paid in
settlement of any action unless the indemnifying person shall have approved the
terms of such settlement; provided that such consent shall not be unreasonably
withheld. No indemnifying person shall, without the prior written consent of the
indemnified person, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified person is or could have been a
party and indemnification could have been sought hereunder by such indemnified
person, unless



                                      13.
<PAGE>   16

such settlement includes an unconditional release of such indemnified person
from all liability on claims that are the subject matter of such proceeding.

                             (iv) If the indemnification provided for in this
Section 7.3 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Investors
on the other in connection with the statements or omissions or other matters
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, in the
case of an untrue statement, whether the untrue statement relates to information
supplied by the Company on the one hand or an Investor on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement. The Company and the Investors agree
that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Investors
were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Investor
shall be required to contribute any amount in excess of the amount by which the
gross amount received by the Investor from the sale of the Shares to which such
loss relates exceeds the amount of any damages which such Investor has otherwise
been required to pay by reason of such untrue statement. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Investors' obligations in this
subsection to contribute are several in proportion to their sales of Shares to
which such loss relates and not joint.

                             (v) The parties to this Agreement hereby
acknowledge that they are sophisticated business persons who were represented by
counsel during the negotiations regarding the provisions hereof including,
without limitation, the provisions of this Section 7.3, and are fully informed
regarding said provisions. They further acknowledge that the provisions of this
Section 7.3 fairly allocate the risks in light of the ability of the parties to
investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement as required by the Act and the
Exchange Act. The parties are advised that federal or state public policy as
interpreted by the courts in certain jurisdictions may be contrary to certain of
the provisions of this Section 7.3, and the parties hereto hereby expressly
waive and relinquish any right or ability to assert such public policy as a
defense to a claim under this Section 7.3 and further agree not to attempt to
assert any such defense.

               7.4 TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions
precedent imposed by Section 5 or this Section 7 upon the transferability of the
Shares shall cease and



                                      14.
<PAGE>   17

terminate as to any particular number of the Shares when such Shares shall have
been effectively registered under the Securities Act and sold or otherwise
disposed of in accordance with the intended method of disposition set forth in
the Registration Statement covering such Shares or at such time as an opinion of
counsel satisfactory to the Company shall have been rendered to the effect that
such conditions are not necessary in order to comply with the Securities Act.

               7.5 INFORMATION AVAILABLE. So long as the Registration Statement
is effective covering the resale of Shares owned by the Investor, the Company
will furnish to the Investor:

                      (a) as soon as practicable after it is available, one copy
of (i) its Annual Report to Stockholders (which Annual Report shall contain
financial statements audited in accordance with generally accepted accounting
principles by a national firm of certified public accountants) and (ii) if not
included in substance in the Annual Report to Stockholders, its Annual Report on
Form 10-K (the foregoing, in each case, excluding exhibits);

                      (b) upon the reasonable request of the Investor, all
exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section
7.5 as filed with the SEC and all other information that is made available to
stockholders;

                      (c) upon the reasonable request of the Investor, an
adequate number of copies of the Prospectuses to supply to any other party
requiring such Prospectuses; and the Company, upon the reasonable request of the
Investor, will meet with the Investor or a representative thereof at the
Company's headquarters to discuss all information relevant for disclosure in the
Registration Statement covering the Shares and will otherwise cooperate with any
Investor conducting an investigation for the purpose of reducing or eliminating
such Investor's exposure to liability under the Securities Act, including the
reasonable production of information at the Company's headquarters; provided,
that the Company shall not be required to disclose any confidential information
to or meet at its headquarters with any Investor until and unless the Investor
shall have entered into a confidentiality agreement in form and substance
reasonably satisfactory to the Company with the Company with respect thereto;
and

               7.6 DISCLOSURE. The Company will not issue any public statement,
press release or any other public disclosure listing Investor as one of the
purchasers of the Shares without Investor's prior written consent, except (i)
the Registration Statement, (ii) the filing of this Agreement, with the name of
the Investor listed on the signature page hereof, as an exhibit to the Company's
periodic reports under the Exchange Act and (iii) as such public statement,
press release or other public disclosure may be required by applicable law, in
which case the Company shall allow Investor at least one business day to comment
on such public statement, press release or other public disclosure in advance of
such issuance.

               7.7    PIGGYBACK REGISTRATION.

                      (a) The Company shall use its reasonable efforts to notify
the Investor in writing at least twenty (20) days before filing any registration
statement under the Act for purposes of effecting an underwritten public
offering by the Company solely of Common Stock (excluding registration
statements relating to any employee benefit plan or a corporate merger,
acquisition or reorganization, or any Form S-3 similar shelf registration
statements relating to the



                                      15.
<PAGE>   18

non-underwritten offer and sale of securities for the account of persons or
entities other than the Company) and will afford the Investor an opportunity to
include in such registration statement all or any part of the Shares then held
by the Investor. If the Investor desires to include in any such registration
statement all or any part of the Shares held by the Investor, the Investor
shall, within ten (10) days after receipt of the above-described notice from the
Company, so notify the Company in writing, and in such notice shall inform the
Company of the number of Shares the Investor wishes to include in such
registration statement. If the Investor decides not to include all of its Shares
in any such registration statement filed by the Company, the Investor shall
nevertheless continue to have the right to include any Shares in any subsequent
registration statement or registration statements as may be filed by the Company
as may be filed by the Company with respect to offerings of its securities, all
upon the terms and conditions set forth in this Section 7.7. The Investor's
rights to include any Shares in any offering under this Section are subject in
all events to the ability of the managing underwriter for such offering to
exclude some or all of the Shares requested to by registered on the basis of a
good faith determination that inclusion of such securities might adversely
affect the success of the offering or otherwise adversely affect the Company.
Any such exclusion shall be pro rata among all holders of Common Stock having
contractual registration rights who have requested to sell Common Stock in such
registration according to the total amount of shares entitled to be included
therein owned by each such holder or in such other proportions as may be
mutually agreed to by such holders, but in no event shall any shares being sold
by a stockholder exercising a demand registration right be excluded from such
offering.

                      (b) If a registration statement under which the Company
gives notice under this Section is for an underwritten offering, then the
Company shall so advise the Investor. In such event, the right of any of the
Investor's Shares to be included in a registration pursuant to this Section
shall be conditioned upon the Investor's participation in such underwriting and
the inclusion of the Investor's Shares in the underwriting to the extent
provided herein. If the Investor desires to distribute its Shares through such
underwriting, it shall enter into an underwriting agreement in customary form
with the managing underwriter or underwriters selected for such underwriting and
shall furnish such information and documents as the Company or the managing
underwriter or underwriters may reasonably request. Notwithstanding any other
provision of this Agreement, if the managing underwriter(s) determine(s) in good
faith that marketing factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude Shares from the
registration and the underwriting in the manner described in Section 7.7(a)
above. If the Investor disapproves of the term of any such underwriting, the
Investor may elect to withdraw therefrom by written notice to the Company and
the managing underwriter(s), delivered at least ten (10) business days prior to
the effective date of the registration statement. Any Shares excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the
registration and such withdrawn registration shall count against the number of
registrations to which the Investor is entitled pursuant to Section 7.7(d).

                      (c) The Investor shall be responsible for its pro rata
share of registration fees and underwriters' and brokers' discounts and
commissions relating to any Shares included in such registration and for the
fees and expenses of counsel to the Investor. Other registration expenses (such
as legal and accounting fees of counsel to the Company, printing fees, road show
expenses, and the like) shall be borne by the Company.



                                      16.
<PAGE>   19

                      (d) The piggyback registration rights granted to the
Holders under this Section 7.7: (i) shall apply to the first three registrations
filed by the Company after the Closing, (ii) shall in no event be available to
the Investor after such time as the Registration Statement is declared
effective, except that such rights shall be available during a Suspension, and
(iii) shall terminate at such time as the Company is no longer obligated to keep
the Registration Statement current and effective with respect to Investor's
Shares, as specified in Section 7.1(c).

        8. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed (A) if within domestic United
States by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile, or (B) if delivered
from outside the United States, by International Federal Express or facsimile,
and shall be deemed given (i) if delivered by first-class registered or
certified mail domestic, three business days after so mailed, (ii) if delivered
by nationally recognized overnight carrier, one (1) business day after so
mailed, (iii) if delivered by International Federal Express, two (2) business
days after so mailed, (iv) if delivered by facsimile, upon electric confirmation
of receipt and shall be delivered as addressed as follows:

                      (a)    if to the Company, to:

                             Incyte Pharmaceuticals, Inc.
                             3174 Porter Drive
                             Palo Alto, California  94304
                             Attn: General Counsel
                             Phone:  (650) 855-0555
                             Telecopy:  (650) 845-4166

                      (b)    with a copy to:

                             Pillsbury Madison & Sutro LLP
                             50 Fremont Street
                             San Francisco, California  94105
                             Attn:  Stanton D. Wong, Esq.
                             Phone:  (415) 983-1000
                             Telecopy:  (415) 983-1200

                      (c) if to the Investor, at its address on the Signature
Page hereto, or at such other address or addresses as may have been furnished to
the Company in writing.

        9. WAIVER OF CONFLICTS. Each party to this Agreement acknowledges that
Pillsbury Madison & Sutro LLP ("PM&S"), counsel for the Company, has in the past
performed and may continue to perform legal services for certain of the
Investors in matters unrelated to the transactions described in this Agreement,
including the representation of such Investors in equity financings and other
matters. Accordingly, each party to this Agreement hereby (1) acknowledges that
it has had an opportunity to ask for information relevant to this disclosure;
(2) acknowledges that PM&S represented the Company in the transaction
contemplated by this Agreement and has not represented any individual Investor
or any individual stockholder or employee of the Company in connection with such
transaction; and (3) gives its informed



                                      17.
<PAGE>   20

consent to PM&S's representation of certain of the Investors in such unrelated
matters and to PM&S's representation of the Company in connection with this
Agreement and the transactions contemplated hereby.

        10. CHANGES. This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by the Company and the Investor.

        11. HEADINGS. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed to
be part of this Agreement.

        12. SEVERABILITY. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

        13. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of California, without giving
effect to the principles of conflicts of law.

        14. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.

        15. CONFIDENTIAL DISCLOSURE AGREEMENT. Notwithstanding any provision of
this Agreement to the contrary, any confidential disclosure agreement previously
executed by the Company and the Investor in connection with the transactions
contemplated by this Agreement shall remain in full force and effect in
accordance with its terms following the execution of this Agreement and the
consummation of the transactions contemplated hereby.



                                      18.