Exhibit 10.2


THIS DEED OF RELEASE
is made the 4th day of June Two Thousand and Seven


BETWEEN:


(1)           THE SECRETARY OF STATE FOR TRADE AND INDUSTRY whose
principal office is at 1 Victoria Street, London SW1H 0ET (“the Secretary of
State”);


(2)           TRIPOS DISCOVERY RESEARCH LIMITED (formerly Tripos Receptor
Research Limited) a company incorporated in England and Wales with company
number 02493812 whose registered office is situated at The Courtyard, High
Street, Ascot, Berkshire SL5 7HP (“Tripos Discovery”);


and


(3)           TRIPOS INC a company incorporated in Utah whose registered
office is situated at 1699 South Hanley Road, St. Louis, Missouri 63144, USA (“Tripos
Inc”)


WHEREAS:-


(A)          By grant offer letter (“the
Grant Letter”) dated 23rd April 2002 the Secretary of State offered, and
the Tripos Discovery accepted, a grant not exceeding £2,400,000 to carry out
the project therein described.


(B)           On 24th April 2002 Tripos Inc provided an authorised
parental undertaking and guarantee (“the Guarantee”) that if any sums became
repayable by Tripos Discovery under the terms of the Grant Letter and Tripos
Discovery did not repay on first demand, Tripos Inc would pay the Secretary of
State the amount repayable together with interest.


(C)           In April 2006 Tripos
Discovery alerted the Secretary of State to the fact that they had made staff
redundant and that their prospects of meeting the project targets were remote.


(D)          Pursuant to the terms of
the Grant Letter the Secretary of State is under no obligation to make further
payments to Tripos Discovery, sums have now become repayable by Tripos
Discovery, and sums have now become payable by Tripos Inc.


(E)           By an agreement dated
15th May 2007 and made between Tripos Inc and
Commonwealth Biotechnologies, Inc. (“the CBI Agreement”) Tripos Inc has agreed
to dispose of certain shares to Commonwealth Biotechnologies Inc.


(F)           Subject to the
completion of the CBI Agreement in accordance with its terms and to receiving
from Tripos Discovery and/or Tripos Inc repayments and/or payments under the
Grant Letter and the Guarantee in the aggregate sum of Five Hundred and



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Ninety One Thousand Pounds (£591,000), the Secretary of state is
willing to release Tripos Discovery and Tripos Inc from all further liability
under the terms of the Grant Letter and the Guarantee.


IT IS HEREBY AGREED:-


1.             The following
provisions of this Deed shall not come into effect unless by 15 June 2007:


a.             the CBI Agreement is
completed in accordance with its terms; and


b.             the Secretary of
State is in receipt of cleared funds in the sum of Five Hundred and Ninety One
Thousand Pounds (£591,000) from Tripos Discovery and/or Tripos Inc.


If either of the
preconditions is not met the Secretary of State shall be fully entitled, under
the terms of the Grant Letter, to require repayment of the total amount of
grant paid to Tripos Discovery under the Grant Letter.


2.             Tripos Discovery
releases and discharges the Secretary of State from all liabilities and
obligations under the Grant Letter.


3.             For the avoidance of
doubt, the Secretary of State shall be under no further obligation to provide
any further grant money.


4.             The Secretary of
State releases and discharges Tripos Discovery and Tripos Inc. and their
Successors and assigns from the performance of their duties and from all
liabilities and obligations under the Grant Letter subject to the exception in
clause 5 below.


5.             Tripos Discovery will
remain subject to the obligation in Paragraph 8 of the Grant Letter in relation
to enquires by the European Commission.


6.             This Deed of Release
shall be governed by and construed in accordance with the laws of England and
each of the parties hereby irrevocably submits to the exclusive jurisdiction of
the English courts and waives any objection to proceedings in such courts on
the grounds of venue or on the grounds that proceedings have been brought in an
inappropriate forum.


IN WITNESS WHEREOF
the Corporate Seal of the Secretary of State has been hereunto affixed and
Tripos Discovery and Tripos Inc have caused this Deed of Release  to be executed as a deed the day and year
first above written.


	
  THE CORPORATE SEAL of

  	
  )

  
	
  THE
  SECRETARY OF STATE

  	
  )

  
	
  FOR
  TRADE AND INDUSTRY

  	
  )

  
	
  here unto
  affixed is authenticated by

  	
  )

  



 


 


	
  /s/

  	
   

  
	
  an Official in
  the Department

  	
   

  
	
  of Trade and
  Industry

  	
   

  
	
   

  	
   

  



 



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  EXECUTED as a deed and delivered

  	
  )

  
	
  on the date
  hereof by Tripos

  	
  )

  
	
  Discovery
  Research Limited

  	
  )

  
	
  acting by two of
  its directors or

  	
  )

  
	
  a director and
  its secretary

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ John P. McAlister

  	
   

  
	
  Director: John P.
  McAlister

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mark Allen

  	
   

  
	
  Director/Secretary:
  Mark Allen

  	
   

  
	
  Tripos Discovery
  Research Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED
  as a deed by Tripos

  	
  )

  
	
  Inc and
  signed by John P. McAlister

  	
  )

  
	
  and Ralph
  Lobdell

  	
  )

  
	
  acting, in
  accordance with the law

  	
  )

  
	
  of Utah under
  the authority of Tripos

  	
  )

  
	
  Inc pursuant
  to a resolution of the

  	
  )

  
	
  Board dated 17
  May 2007

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ John P. McAlister

  	
   

  
	
  John P.
  McAlister

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ralph Lobdell

  	
   

  
	
  Ralph Lobdell

  	
   

  



 



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