EXHIBIT 10.37

                   PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
                     (DESIGNATED BY AN ASTERIX (*) AND WHITE
                      SPACE) AND FILED SEPARATELY WITH THE
                   SECURITIES AND EXCHANGE COMMISSION PURSUANT
                     TO A REQUEST FOR CONFIDENTIAL TREATMENT
                     DATED AUGUST 21, 1997; FILE NO. 0-15609









                                     AG3340

                        DEVELOPMENT AND LICENSE AGREEMENT

                                     BETWEEN

               F. HOFFMANN-LA ROCHE LTD AND HOFFMANN-LA ROCHE INC.

                                       AND

                          AGOURON PHARMACEUTICALS, INC.






                                  June 11, 1997


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                         Page No.


<S>                 <C> 

BACKGROUND...................................................................................................1

ARTICLE I           DEFINITIONS..............................................................................1

   Section 1.01     Affiliate................................................................................2
   Section 1.02     Agouron Patent Rights....................................................................2
   Section 1.03     Agouron Technology.......................................................................2
   Section 1.04     Allowable Expenses.......................................................................2
   Section 1.05     *........................................................................................2
   Section 1.06     Combination Product......................................................................2
   Section 1.07     Compound or AG3340.......................................................................2
   Section 1.08     Co-Promote...............................................................................3
   Section 1.09     Control, Controlled or Controlling.......................................................3
   Section 1.10     Development Costs........................................................................3
   Section 1.11     Development Program......................................................................3
   Section 1.12     Development Program Patent Rights........................................................3
   Section 1.13     Development Program Technology...........................................................4
   Section 1.14     Dossier..................................................................................4
   Section 1.15     Effective Date...........................................................................4
   Section 1.16     European Co-Promotion Countries..........................................................4
   Section 1.17     Global Joint Development Committee.......................................................4
   Section 1.18     Global Joint Finance Committee...........................................................4
   Section 1.19     Global Joint Marketing Committee.........................................................5
   Section 1.20     Initial Commercial Sale..................................................................5
   Section 1.21     Marketing Company........................................................................5
   Section 1.22     Net Sales................................................................................5
                   (a)     Adjusted Gross Sales..............................................................5
                   (b)     Net Sales.........................................................................5
   Section 1.23     *........................................................................................5
   Section 1.24     North American Territory.................................................................6
   Section 1.25     Patent Rights............................................................................6
   Section 1.26     Product..................................................................................6
   Section 1.27     Profits and Losses.......................................................................6
   Section 1.28     Registration.............................................................................6
   Section 1.29     Roche Technology.........................................................................6
   Section 1.30     Roche Territory..........................................................................6
   Section 1.31     Syntex Agreement.........................................................................6
   Section 1.32     Territory................................................................................6
   Section 1.33     Trade Dress..............................................................................6
   Section 1.34     Trademark(s).............................................................................6
   Section 1.35     United States............................................................................7


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                               TABLE OF CONTENTS
                                  (Continued)

                                                                                                         Page No.


<S>                 <C>   

ARTICLE II          COMMERCIAL RIGHTS........................................................................7

   Section 2.01     License Grants...........................................................................7
   Section 2.02     Non-Cancer Indications of the Compound and Other Chemical
                   Compounds Covered by Claims Included in the Agouron Patent Rights........................10
   Section 2.03     Diligent Efforts to Develop and Market..................................................11
   Section 2.04     Discontinuance of the Development Program...............................................11

ARTICLE III         SHARING AND PROTECTION OF INTELLECTUAL PROPERTY.........................................12

   Section 3.01     Patents.................................................................................12
   Section 3.02     Infringement of Patents of Third Parties................................................14
   Section 3.03     Trademarks..............................................................................14
   Section 3.04     Information Exchange....................................................................15
   Section 3.05     Confidentiality.........................................................................15
   Section 3.06     Publication.............................................................................16

ARTICLE IV          MANAGEMENT STRUCTURE OF COLLABORATION...................................................17

   Section 4.01     Management Committees...................................................................17
   Section 4.02     Development and Registration............................................................18
   Section 4.03     Marketing...............................................................................21
   Section 4.04     Supply of Compound and Product..........................................................26
   Section 4.05     Research Activities.....................................................................27

ARTICLE V           LICENSE FEES, PROFIT AND LOSS SHARING AND ROYALTIES;
                    DEVELOPMENT COSTS; PREMARKETING EXPENSES;
                    GENERAL LICENSING TERMS.................................................................27

   Section 5.01     License Fees, Profit and Loss Sharing and Royalties.....................................28
   Section 5.02     Development Costs.......................................................................29
   Section 5.03     Premarketing Expenses...................................................................30
   Section 5.04     General Licensing Terms.................................................................31
   Section 5.05     Foreign Currency........................................................................37

ARTICLE VI          TERM AND TERMINATION....................................................................38

   Section 6.01     Termination for Breach..................................................................38
   Section 6.02     Termination by Roche....................................................................38
   Section 6.03     Termination by Mutual Agreement.........................................................39
   Section 6.04     Termination Upon Bankruptcy.............................................................39
   Section 6.05     Disposition of Inventory................................................................39
   Section 6.06     Effect of Termination...................................................................39


                                                                       ii        
<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)

                                                                                                         Page No.

<S>                 <C> 

ARTICLE VII         WARRANTIES AND COVENANTS; INDEMNITIES; INSURANCE;
                    DISPUTE RESOLUTION; GOVERNMENTAL APPROVALS;
                    EXPORT CONTROLS.........................................................................40

   Section 7.01     Warranties and Covenants................................................................40
   Section 7.02     Indemnities; Insurance..................................................................41
   Section 7.03     Dispute Resolution......................................................................42
   Section 7.04     Governmental Approvals..................................................................43
   Section 7.05     Export Controls.........................................................................43

ARTICLE VIII        DISCLOSURE OF AGREEMENT.................................................................43

   Section 8.01     Disclosure of Agreement.................................................................43

ARTICLE IX          GENERAL PROVISIONS......................................................................43

   Section 9.01     No Implied Licenses.....................................................................43
   Section 9.02     No Waiver...............................................................................44
   Section 9.03     Severability; Government Acts...........................................................44
   Section 9.04     Ambiguities.............................................................................44
   Section 9.05     Notification of Authorities.............................................................44
   Section 9.06     No Agency...............................................................................44
   Section 9.07     Captions; Number; Official Language.....................................................44
   Section 9.08     Force Majeure...........................................................................44
   Section 9.09     Amendment...............................................................................45
   Section 9.10     Applicable Law..........................................................................45
   Section 9.11     Notices.................................................................................45
   Section 9.12     Assignment..............................................................................45
   Section 9.13     Succession..............................................................................46

                                                                          APPENDICES

     Schedule 1          Agouron Patent Rights............................................................S1-1
     Schedule 2          Agouron Patent Rights Compounds..................................................S2-1
     Schedule 3          Section 7.01(c) Exclusion List...................................................S3-1
     Exhibit 1           Initial Development Plan for AG3340 Development Program..........................E1-1
                         Schedule 1   AG3340 Strategic Development Plan................................E1-S1-1
     Exhibit 2           Initial Development Budget for AG3340 Development Program........................E2-1
     Attachment 1        Development Costs and Reimbursement Procedures...................................A1-1
                         Schedule 1   Agouron/Roche Development Program Expenditures...................A1-S1-1
                         Schedule 2   Agouron Development Cost Invoice.................................A1-S2-1
                         Schedule 3   Roche Development Cost Invoice...................................A1-S3-1
     Attachment 2        Accounting Terms/Definitions.....................................................A2-1
     Attachment 3        Product Manufacturing Specifications.............................................A3-1
     Attachment 4        Trademark License Agreement......................................................A4-1

                                                                       iii
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<PAGE>

         This AG3340 Development and License Agreement ("Agreement"),  dated for
reference  purposes only this 11th day of June 1997,  is by and between  Agouron
Pharmaceuticals,  Inc., a corporation duly organized and existing under the laws
of the state of California,  having a principal place of business at 10350 North
Torrey Pines Road, La Jolla,  California,  United States of America (hereinafter
referred to as "Agouron,"  the first  party),  and F.  Hoffmann-La  Roche Ltd, a
corporation duly organized and existing under the laws of Switzerland,  having a
principal place of business at CH-4002-Basel, Switzerland, and Hoffmann-La Roche
Inc., a corporation  duly  organized and existing under the laws of the state of
New Jersey,  having a  principal  place of  business  at 340  Kingsland  Street,
Nutley, New Jersey, United States of America (hereinafter  collectively referred
to as "Roche," the second  party).  Agouron and Roche are sometimes  hereinafter
each referred to as a party (collectively "parties") to this Agreement.

                                   BACKGROUND

         On June 19,  1996,  Agouron and Roche  entered  into a Letter of Intent
("LOI")  to  confirm  the  parties   formation  of  a  collaboration   on  terms
substantially  in  accordance  with  those  contained  in  Exhibit  A to the LOI
("Exhibit A"). A component of such  collaboration  includes the  development and
commercialization of the chemical compound known as AG3340 ("AG3340"), which was
invented  by Agouron  employees.  While  Exhibit A states the basic terms of the
understanding  between the  parties,  the  parties  agreed that the terms of the
collaboration would be subject to further negotiation and preparation of further
agreements  containing the full terms of the collaboration  between the parties.
This  Agreement is entered into for the purpose of setting forth the  definitive
terms  under  which  the  parties  shall  collaborate  in  the  development  and
commercialization of AG3340 products.

         NOW,  THEREFORE,  in  consideration  of the  premises,  and the  mutual
covenants,  benefits and  obligations  set forth  herein,  the parties  agree as
follows:

                             ARTICLE I - DEFINITIONS

         When used in this Agreement, each of the following terms shall have the
meaning set out in this  Article I. All  references  to  Articles,  Attachments,
Sections,   Schedules,  Exhibits  and  Appendices  shall,  except  as  otherwise
explicitly provided, refer to the Articles,  Attachments,  Sections,  Schedules,
Exhibits and Appendices of this Agreement,  all of which are incorporated herein
by reference.

         Section 1.01 "Affiliate" means any person, organization or entity which
is, directly or indirectly,  controlling, controlled by, or under common control
with Roche or Agouron, as the case may be. The term "control"  (including,  with
correlative meaning, the terms "controlled by" and "under common control with"),
as used with respect to any person or entity, means the possession,  directly or
indirectly,  of the power to direct,  or cause the direction of, the  management
and  policies  of such  person,  organization  or entity,  whether  through  the
ownership of voting securities,  or by contract or court order or otherwise. The
ownership of voting securities of a person, organization or entity shall not, in
and of itself, constitute "control" for 

                                       1
<PAGE>


purposes  of this  definition,  unless  said  ownership  is of a majority of the
outstanding  securities  entitled  to  vote of such a  person,  organization  or
entity. For purposes of this Agreement,  Genentech,  Inc. shall be considered to
be an Affiliate of Roche.

         Section 1.02      "Agouron Patent Rights" means: (i) *








         Section 1.03      "Agouron Technology" means *







         Section 1.04      "Allowable Expenses" has the meaning described in 
Schedule 1 to Attachment 2.
        
         Section 1.05      *



         Section 1.06      "Combination Product" means any *



         Section 1.07      "Compound" or "AG3340" means the chemical compound 
known as AG3340, whose chemical name is as follows:
         
                  *










                                       2
<PAGE>










         Section 1.08      "Co-Promote" means the right of a party, subject to 
applicable law, to *


                                                                The term 
"Co-Promote" as used above, shall include the  *






         Section 1.09      "Control," "Controlled" or "Controlling" means *



         Section 1.10      "Development Costs" has the meaning described in 
Section 5.02 and Attachment 1.
       

         Section 1.11      "Development Program" means all *


















         Section 1.12      "Development Program Patent Rights" means *


                                       3
<PAGE>














         Section 1.13      "Development Program Technology" means any *














         Section  1.14  "Dossier"  means the  document  which is filed  with and
approved by a government or health authority for purposes of  Registration,  for
example, a New Drug Application or a Marketing Authorization Application.

         Section 1.15 "Effective Date" means June 19, 1996.

         Section 1.16      "European Co-Promotion Countries" means *



         Section 1.17 "Global Joint  Development  Committee" has the meaning set
forth in Section 4.01.

         Section 1.18 "Global Joint Finance Committee" has the meaning set forth
in Section 4.01.

                                       4
<PAGE>

         Section 1.19 "Global  Joint  Marketing  Committee"  has the meaning set
forth in Section 4.01.

         Section 1.20      "Initial Commercial Sale" means the first commercial 
sale of a Product arising out of the Development Program for *
         


         Section 1.21      "Marketing Company" means the company marketing a 
Product in a country; provided, however, that if the *
         





         Section  1.22 "Net Sales" and the related term  "Adjusted  Gross Sales"
shall have the following meanings:

         (a)      "Adjusted Gross Sales" means the *








         (b)      "Net Sales" means the amount calculated by subtracting from 
the amount of Adjusted Gross Sales *





         Section 1.23      *










                                       5
<PAGE>




         Section  1.24 "North  American  Territory"  means the United  States of
America, Canada and Mexico.

         Section 1.25      "Patent Rights" means, collectively, *


         Section 1.26      "Product" means any *



         Section 1.27      "Profits and Losses" have the meanings set forth in 
Schedule 1 to Attachment 2.

         Section  1.28  "Registration"   means  the  official  approval  by  the
government or health  authority in a country (or  supra-national  organizations,
such as the European  Agency for the  Evaluation of Medical  Products)  which is
required for a Product to be offered for sale in such  country,  including  such
authorizations  as may be required  for the  production,  importation,  pricing,
reimbursement and sale of such Product,  and for subsequent  regulatory  filings
for line extensions and/or additional indications of such Product.

         Section 1.29      "Roche Technology" means any *








         Section 1.30      "Roche Territory" means *


         Section 1.31      "Syntex Agreement" means the Agreement between Syntex
(U.S.A.) Inc. and Agouron dated June 8, 1993, as amended.

         Section 1.32      "Territory" means *

         Section  1.33  "Trade  Dress"  means  any  materials   supporting   the
commercialization  of a  Product,  including,  but not  limited  to,  packaging,
package inserts,  advertising or selling aids, brochures,  mailings and/or other
marketing or packaging materials.  The definition of Trade Dress shall not refer
to trade names used by a party to designate the name of such party.

         Section 1.34 "Trademark(s)" means any trademark selected and owned by a
party and  registered  (or applied  for) by such  party,  its  Affiliate(s)  and
sublicensee(s)  in the  Territory  for 

                                       6
<PAGE>
use in connection with the marketing of Products. The definition of Trademark(s)
shall not refer to trade  names  used by a party to  designate  the name of such
party.

         Section 1.35 "United  States" means the United  States of America,  its
territories,  possessions and  protectorates  (including  Puerto Rico),  and the
District of Columbia.

                         ARTICLE II - COMMERCIAL RIGHTS

         Section 2.01 License Grants. To implement the  commercialization of the
Compound and/or Products arising out of the Development  Program  (including the
research  activities  conducted  by the parties  pursuant to the  provisions  of
Section 4.05), the parties,  subject to the other applicable obligations of this
Agreement,  grant and accept the license  rights  provided below in this Article
II.

         (a)      *






         (b)      *







         (c)      *







         (d)      In accordance with the provisions of Section 4.03, the parties
agree, unless prohibited by law or regulation, to *




         (e)      *




                                       7
<PAGE>






























                  (i)      *



                  (ii)     *






         (f)      *





                                       8
<PAGE>

         (g)      *



         (h)      *







         (i)      *












         (j)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  each party agrees to sell the Compound and/or Products for non-human
pharmaceutical uses only with the written agreement of the other party.

         (k)      *














         (l)      *



                                       9
<PAGE>







         (m)      *

































         Section 2.02      Non-Cancer Indications of the Compound and Other 
                           Chemical Compounds Included Within the Agouron 
                           Patent Rights.

         (a) Subject to the terms of the Syntex Agreement, except as provided in
Section 2.02(b) and Section 4.02(o),  Agouron, in its sole discretion,  shall be
entitled to make, use, 

                                       10
<PAGE>

develop and  commercialize  the Compound and other chemical  compounds  included
within the Agouron Patent Rights for non-cancer indications.


         (b)      *










         Section 2.03 Diligent Efforts to Develop and Market. The right of Roche
to market Products for cancer indications in all countries  comprising the Roche
Territory  shall be subject to diligent  development  and  marketing  efforts by
Roche,  on a  country-by-country  basis.  For  purposes  of this  Section  2.03,
commercialization  efforts  undertaken by Roche's  Affiliates  and  sublicensees
shall be attributed to Roche. Roche shall begin commercial sales of at least one
(1) Product arising out of the Development  Program for cancer  indications in a
country no later than one (1) year after the first  Registration of such Product
for cancer  indications  in such country;  provided,  however,  that such period
shall be extended  for as long as  diligent  efforts to begin  commercial  sales
continue.  Following  commencement of commercial sales in a country, Roche shall
keep such Product  reasonably  available  to the public for cancer  indications;
provided,  however,  that Roche shall be released from this obligation if supply
of the Product for cancer  indications  is not  available  for such  country and
Roche is not responsible for arranging for the commercial  production and supply
of such Product for such country. Roche agrees to use diligent efforts to market
which are  comparable to the efforts it then uses with its own cancer  products.
If,  after one hundred  twenty (120) days  written  notice of a failure:  (i) to
begin commercial  sales of at least one (1) such Product for cancer  indications
in a country in a timely manner;  or (ii) following  commencement  of commercial
sales in a country, to keep such Product reasonably  available to the public for
cancer  indications,  Roche fails to fulfill its  obligation  under this Section
2.03,  Agouron shall have the right,  as the sole and exclusive  remedy for such
failure,  to elect to have the licenses  granted to Roche in such country  under
the terms of  Section  2.01(a)  converted  to a  non-exclusive  license  to both
parties. Both parties,  under such non-exclusive  license,  shall have the right
(with right of sublicense)  to  manufacture,  use,  offer for sale,  sell and/or
import in or into  such  country  such  Product  for  cancer  indications  under
applicable Agouron Patent Rights, New MMP Compound Patent Rights and Development
Program Patent Rights, and using applicable Agouron Technology, Roche Technology
and Development  Program  Technology.  Agouron,  its Affiliates and sublicensees
shall  have no  royalty  or  other  obligations  to  Roche  resulting  from  the
manufacture,  use, offer for sale, sale and/or import in or into such country of
such  Product  by  Agouron,  its  Affiliates  and  sublicensees.  No  additional
consideration shall be due because of the exercise by Agouron of such election.

         Section 2.04      Discontinuance of the Development Program.  *


                                       11
<PAGE>





















          ARTICLE III - SHARING AND PROTECTION OF INTELLECTUAL PROPERTY

         Section 3.01      Patents.

         (a)      *















         (b)      *








                                       12
<PAGE>








         (c)      *








         (d)      *




         (e)      *









         (f)      *















                                       13
<PAGE>



         Section 3.02 Infringement of Patents of Third Parties.  Each party, its
Affiliates and sublicensees, and their respective employees and agents shall use
diligent  efforts  to  avoid  infringement  of  patents  of any  third  party in
discovering,   developing,   manufacturing  and  commercializing  the  Compound,
intermediates  thereof and/or Products.  However,  neither party, its Affiliates
and sublicensees,  and their respective  employees and agents shall be liable to
the other party, its Affiliates and sublicensees, and their respective employees
and agents if the  practice  of the Patent  Rights,  Agouron  Technology,  Roche
Technology,  and/or Development  Program Technology in discovering,  developing,
manufacturing  or  commercializing  the Compound,  intermediates  thereof and/or
Products  infringe any patent of any third party.  If either party becomes aware
of any claim or suit by any third  party  for  infringement  of a patent of such
third party in connection with the discovery,  development,  manufacture, use or
sale of the Compound,  intermediates  thereof and/or Products by a party hereto,
such party shall  notify the other party in writing of such claim or suit within
thirty  (30) days  thereafter.  Each  party  agrees to  render  such  reasonable
assistance  as the other party may request in defending  any such claim or suit.
The parties shall  mutually agree to any settlement of any existing or potential
infringement  claim or action  that would  require the payment of any royalty or
lump sum payment to a third party,  except that if the parties  cannot  promptly
reach  agreement,  they shall appoint an  independent  patent counsel to give an
opinion,  which  shall be  binding  on the  parties,  as to  whether  there is a
substantial risk that the third party patent is both valid and infringed. If the
opinion  is that there is a  substantial  risk that the patent is both valid and
infringed,  the marketing  party of a Product in a country,  after  consultation
with the other party, may settle the matter in its sole discretion on such terms
as it deems appropriate. If both parties are participating in the marketing of a
Product in a country,  the parties shall mutually agree to any settlement of any
infringement  claim or action  that would  require the payment of any royalty or
lump sum payment to a third party;  if the parties are unable to mutually  agree
on the  settlement,  then the issue shall be decided by binding  arbitration  in
accordance with the provisions of Section 7.03 hereof.  Unless the parties agree
otherwise,  the costs of  defending  or  settling  any such claim or action in a
country where the parties are sharing  Profits and Losses from the sales of such
Product shall be a deductible  expense when  calculating  Profits and Losses for
such Product for such country. *








         Section 3.03      Trademarks.  *




                                       14
<PAGE>




















         Section 3.04      Information Exchange.

         (a)      *











         (b)      *








         Section 3.05  Confidentiality.  Except as otherwise expressly specified
in this  Agreement  and except for the proper  exercise  of any  license  rights
granted or rights reserved under this Agreement, Roche and Agouron shall keep in
confidence  and  shall  each  use its  best  

                                       15
<PAGE>

efforts  to cause  its  respective  Affiliates,  employees,  directors,  agents,
consultants,   clinical  research  associates,  outside  contractors,   clinical
investigators  and sublicensees to whom it is permitted to disclose  information
pursuant  to the  terms of this  Agreement  to  retain  in  confidence:  (i) all
confidential and proprietary information of the other party, including *
                     
and/or the marketing and business plans of such other party that is disclosed to
it hereunder;  and (ii)  Development  Program  Technology.  Without limiting the
foregoing,  Roche and Agouron  shall each  exercise the same degree of diligence
and care with respect to the  above-described  information  as it exercises with
respect to its other proprietary information. Each party represents to the other
party  that it  maintains  policies  and  procedures  designed  to  prevent  the
unauthorized  disclosure of its proprietary data and information.  Agouron shall
be responsible,  under the direction of the Global Joint Development  Committee,
for  authorizing  the supply of any drug samples of the Compound and/or Products
to third party researchers. Roche and Agouron shall each be entitled to disclose
the above-described  information to consultants,  clinical research  associates,
outside  contractors,  collaborators,  clinical  investigators  and other  third
parties who are engaged,  in accordance  with the procedures  established  under
Section  4.02(h),  and who are subject to  confidentiality  and use  obligations
equivalent  to  those  applicable  to the  disclosing  party  hereunder,  and to
governmental or other regulatory and/or health  authorities,  to the extent that
such  disclosure  is  reasonably   necessary  to  obtain   patents,   to  obtain
authorization  or to conduct  clinical  trials on the Compound or  Products,  to
prepare the Dossier and/or otherwise to fulfill its obligations pursuant to this
Agreement.  Roche and Agouron shall also have the right to disclose  Development
Program  Technology to persons it proposes to enter into business  relationships
with, if such persons are subject to confidentiality  obligations  equivalent to
those applicable to the disclosing party hereunder. The preceding obligations of
confidentiality  shall be waived  as to  information  which  the party  claiming
waiver can demonstrate, based on written records: (i) is in the public domain at
the time of disclosure  hereunder;  (ii) comes into the public domain through no
fault of the party claiming waiver; (iii) was known to the party claiming waiver
prior to its  disclosure  under this  Agreement,  unless  such  information  was
obtained from the other party on a  confidential  basis;  (iv) is disclosed on a
non-confidential  basis to the party  claiming  waiver by a third party having a
lawful  right  to make  such  disclosure  on a  non-confidential  basis;  (v) is
published  with the prior  mutual  agreement  of the parties  after having given
consideration to appropriate commercial and competitive factors; (vi) comes into
the public domain through governmental  publication of a patent application;  or
(vii)  is  required  to be  disclosed  to  file a  patent  or  other  regulatory
application or to comply with applicable laws and  regulations.  The obligations
under this Section 3.05 shall  survive to the later of: (i) ten (10) years after
the end of the Development  Program;  or (ii) the termination or expiration date
of the last to expire of any license(s)  granted pursuant to this Agreement,  to
the extent the  Development  Program  Technology,  Agouron  Technology  or Roche
Technology  is applicable  to the practice of grants under such  license(s);  or
(iii) the  expiration  date of the last to expire of any  patent(s)  within  the
Patent Rights on a Product.

         Section 3.06 Publication.  Agouron and Roche each acknowledge the other
party's interest in publishing certain of its results of the Development Program
to obtain recognition  within the scientific  community and to advance the state
of scientific  knowledge.  Both parties also recognize their mutual interests in
obtaining valid patent  protection for the Compound,  intermediates  thereof and
Products.  Consequently,  either party, its employees or consultants  wishing to
make a  publication  shall provide the other party the  opportunity  to review a
draft  
                                       16
<PAGE>

manuscript  at  least  thirty  (30)  days  prior  to the  date  of the  intended
submission for publication  and, upon the other party's written  request,  shall
delay  submission for a period (not greater than  forty-five  (45) days from the
date  of  such  written  request)  sufficient  to  provide  for  the  filing  of
appropriate patent application(s) for any patentable subject matter disclosed in
such  publication.  Furthermore,  in  acknowledgment  that  certain  Development
Program Technology, while not of a patentable subject matter, could be necessary
for the protection of the commercial interests of the parties, the parties agree
that the Global Joint  Development  Committee or its delegates shall review in a
timely  manner  (not  greater  than  thirty (30) days from the date of a written
request to the Global  Joint  Development  Committee  or its  delegates) a draft
manuscript,   and  propose  the  conditions  under  which  the  portion  of  the
Development  Program Technology  disclosed in the draft manuscript that could be
necessary to protect the  commercial  interests of the parties can be published.
If the Global Joint Development  Committee or its delegates do not object to the
publication  within thirty (30) days from the date of such written request,  the
requesting party (subject to the other party's right to request the 45-day delay
described  above for patentable  subject matter  disclosed in such  publication)
shall be free to  publish  such  manuscript.  If the  Global  Joint  Development
Committee or its delegates  object to the  publication of a portion of the draft
manuscript,  it shall  indicate  specifically  what  modification  to the  draft
manuscript it believes is appropriate to protect the commercial interests of the
parties and the reasons therefor.  After giving reasonable  consideration to the
suggestions of the Global Joint Development Committee, the party wishing to make
a publication shall have the final authority to determine the scope,  timing and
content of the publication.

               ARTICLE IV - MANAGEMENT STRUCTURE OF COLLABORATION

         Section 4.01 Management Committees.  The collaborative  development and
commercialization  effort  for the  Compound  and  Products  arising  out of the
Development  Program for cancer indications shall be coordinated and overseen by
four (4) committees, namely:

                  (a) A joint  committee  responsible  to discuss and coordinate
         the global development efforts directed to Registration of Products for
         cancer  indications  (hereinafter  referred  to as  the  "Global  Joint
         Development Committee").

                  (b) A joint  committee  responsible  to discuss and coordinate
         the global  marketing of Products for cancer  indications  (hereinafter
         referred to as the "Global Joint Marketing Committee").

                  (c) A joint  committee  responsible to oversee and approve the
         planning  and   budgeting  of  revenues   and  costs   resulting   from
         Co-Promotional  activities  if the  parties are  Co-Promoting  Products
         (hereinafter referred to as the "Global Joint Finance Committee").

                  (d) A joint committee responsible,  inter alia, to discuss and
         coordinate   the   research   activities   described  in  Section  4.05
         (hereinafter referred to as the "Joint Research Committee").

These committees (and the project teams  established by such  committees)  shall
work in close cooperation.

                                       17
<PAGE>

         Section  4.02   Development   and   Registration.   Roche  and  Agouron
acknowledge   their  mutual   intention   generally  to  take  a  collaborative,
commercially  reasonable  approach to the timely development of the Compound and
Products  arising out of the  Development  Program for cancer  indications.  The
parties  further   acknowledge  their  mutual  willingness  to  discuss  ad  hoc
agreements  to  establish   appropriate   mechanisms   for  such   collaborative
development.  Recognizing  the  importance of timely  initiation of  development
activities,  however, Roche and Agouron agree to the following basic approach to
development of Products for cancer  indications and to the conduct of the Global
Joint Development Committee activities.

         (a)      The Global Joint Development Committee shall meet in regular 
intervals, at least
*                              and shall be co-chaired by  representatives  from
Roche and Agouron.  Each party shall be entitled to  participate  in decisions
affecting the Development Program and to attend all key development-related 
meetings. The meeting locations of the Global Joint Development Committee shall 
*                            facilities,  or at other  sites as agreed to by the
parties.  Meeting  minutes shall be promptly prepared and approved by designated
representatives of each of the  parties.  Each  party  shall pay all of its  
respective  expenses  for such meetings.

         (b)      *

                                        Each  party  shall also  designate  a  
financial  advisor to the  Global  Joint  Development  Committee.  Each  party's
members of the Global Joint Development  Committee shall reasonably consider the
adoption of the other party's development suggestions,  and shall accept as many
of such  development  suggestions  as are  reasonable,  based upon  medical  and
business  rationale,  drug  supply,  and the  need to  conduct  the  development
activities  in an  expeditious  manner.  If the  parties  agree,  an  authorized
sublicensee  for a Compound which is  participating  in the  development of such
Compound may participate in such discussions.

         (c)      If the Global Joint  Development  Committee is unable to reach
agreement  on any decision  required of it, the issue shall be submitted  for
consideration, *

                                                           If they are unable to
agree, then the issue shall be resolved by *


         (d) The decisions of the Global Joint  Development  Committee  shall be
binding  on the  parties  and  shall  be  confirmed  in  writing  by  designated
representatives of each of the parties.

         (e) The Global Joint Development Committee shall be responsible for the
coordination  of  the  global  collaborative  development  efforts  directed  to
Registration  of  Products  arising  out of the  Development  Program for cancer
indications  in the Territory and such other matters which the parties  mutually
agree to assign to it. The Global Joint Development Committee may, if necessary,
* provided,  however,  that the  Development  Program  shall be designed for the
purpose of  achieving  Registration  of Products  for cancer  indications  in an
expeditious manner including the *
                                                The  Global  Joint   

                                       18
<PAGE>

Development
Committee   shall  also  have  the authority to make decisions concerning *

arising out of the Development Program for cancer indications. Additionally, the
Global  Joint  Development  Committee  shall  establish  reasonable  publication
procedures concerning  Development Program Technology and, upon the request of a
party,  the Global Joint  Development  Committee or its delegates shall review a
draft  manuscript  and  propose  the  conditions  under which the portion of the
Development  Program  Technology  disclosed  in the  draft  manuscript  which is
necessary to protect the commercial interests of the parties can be published.

         (f)      The Global Joint Development Committee shall review and 
discuss the Development Program for any country(s) involved, *



                  Development of Products arising out of the Development Program
for cancer indications shall be initially based upon the *


and other  development  activities  to be performed by each of the parties.  The
Global Joint Development Committee shall review and discuss any projected change
in a quarterly  operating budget which exceeds the previously budgeted amount by
more  than *              The  parties  acknowledge  that,  while  the  initial
worldwide  development  plan and  development  budget  are  designed  to achieve
Registration  of  Products  arising  out of the  Development  Program for cancer
indications  in  many  countries  of the  Territory,  it will  be  necessary  to
supplement  the  initial  development  budget to achieve  Registration  in other
countries of the Territory. The Global Joint Development Committee shall * shall
be attached to this Agreement as updated Exhibits.  To the extent possible,  the
Development  Program shall provide for the  generation and use of data which can
be utilized to achieve  Registration * Specific information which is required to
achieve  Registration  in  individual  countries  shall be provided  for, to the
extent possible,  in the Development Program. Each party's members of the Global
Joint  Development  Committee,  in addition to the joint  development of AG3340,
will consider and discuss in good faith *

         (g) Roche and Agouron shall  collaborate to complete  clinical  studies
aimed at achieving Registration of Products arising out of the Development 
Program *

                  During the  conduct  of the  Development  Program,  the Global
Joint Development  Committee shall assign study or other development  activities
of  the  Development  Program  (including  deployment  of  human  and  financial
resources) among the parties, principally based upon: *



                                      
a party not  responsible  for a  

                                       19
<PAGE>

development  activity  may provide  advisory  and support  services to the other
party. *


















         (h)  Roche  and  Agouron  shall  each  use  qualified  persons  in  the
development activities of the Development Program. In accordance with procedures
to be established by the Global Joint Development  Committee,  Agouron and Roche
may also engage consultants,  clinical research associates, outside contractors,
collaborators,  clinical  investigators  and  other  third  parties,  as  may be
necessary or  desirable,  to assist them in carrying out their  responsibilities
under the Development Program.

         (i) All work in  connection  with the  development  of the  Compound or
Products,  to the extent required by applicable  laws or  regulations,  shall be
conducted in  accordance  with Good  Laboratory  Practices,  Good  Manufacturing
Practices  and Good  Clinical  Practices,  as such rules of practice are amended
from time to time.

         (j) Roche and Agouron,  through the Global Joint Development Committee,
shall keep each other  informed of the  progress of the work being  performed by
them pursuant to the Development Program. This shall include progress reports as
required by the Global Joint Development Committee *
                                               Agouron and Roche shall  provide
each  other with  access to its  relevant  records  and  facilities  to permit a
reasonable  review of the progress,  from time to time, of the activities  being
performed by such party pursuant to the Development Program.

         (k) Each  party's  members of the Global  Joint  Development  Committee
shall report and make recommendations to their managements regarding the matters
discussed at the meetings of the Global Joint Development Committee.

         (l) Each party agrees to use its diligent  efforts in  responding  in a
timely  manner,  but not more than thirty (30) days,  to requests from the other
party for preclinical and clinical results and other information  concerning the
Development  Program  to  enable  the  other  party to  comply  with  regulatory
requirements for the Development  Program.  To the extent possible,  the parties
shall * in the  clinical  studies  aimed at achieving  Registration  of Products
arising out of the Development Program for cancer indications.

                                       20
<PAGE>

         (m) After consultation with Roche concerning the selection of a generic
name for the Compound,  Agouron shall have responsibility for making application
to the World Health Organization  International  Non-proprietary  Name Committee
and the U.S. Adopted Names Council to secure a generic name for the Compound.

         (n)  Subject  to the  other  provisions  of this  Agreement  (including
Section  5.04(b)),  in the Roche  Territory,  * for a Product arising out of the
Development  Program  for  cancer  indications  shall  * in the  North  American
Territory,  * for a Product  arising out of the  Development  Program for cancer
indications *
  Prior to Registration of a Product arising out of the Development Program for 
cancer indications in a country, the party
*
                                                                                
on such Product for cancer  indications,  including  communicating with health
and/or regulatory authorities in such country; provided,  however, to the extent
reasonably possible, the other party shall have the right to review, comment and
participate  in  communications  concerning  such  Product  with  health  and/or
regulatory  authorities in such country.  Notwithstanding  the  preceding,  each
party shall be entitled to have *

                                    as may be necessary  to obtain and  maintain
the  Registration  on a Product  arising out of the  Development  Program for
cancer indications in any other country in the Territory.

         (o)      *






         Section 4.03      Marketing.  The *

Roche and Agouron agree to the following basic approach to marketing of Products
for cancer  indications and the conduct of the Global Joint Marketing  Committee
activities.

         (a)      The Global Joint Marketing Committee shall meet in regular 
intervals, at least *                   per year, and shall be co-chaired by  
representatives  from  Roche  and  Agouron.  Each  party  shall be  entitled  to
participate  in discussions  affecting the marketing of Products  arising out of
the  Development  Program for cancer  indications in the Territory and to attend
all key  marketing-related  meetings.  The meeting locations of the Global Joint
Marketing  Committee  shall * or at other  sites as  agreed  to by the  parties.
Meeting   minutes  shall  be  promptly   prepared  and  approved  by  designated
representatives  of  each  of the  parties.  Each  party  shall  pay  all of its
respective expenses for such meetings.

         (b)      *

                                       21
<PAGE>

                                                                Each party shall
also designate a financial advisor to the Global Joint Marketing Committee.
If the parties agree, an authorized sublicensee for a Product may participate in
such discussions.

         (c)      If the Global Joint  Marketing  Committee  is unable to reach 
agreement  on any  decision  required of it, the issue shall be submitted  for
consideration, *

                                                                                
If they are unable to agree, then the issue shall be resolved by the *


         (d) A decision of the Global Joint Marketing Committee shall be binding
on the parties, and shall be confirmed in writing by designated  representatives
of each of the parties.

         (e) The Global  Joint  Marketing  Committee  shall be  responsible  for
drafting a global marketing plan for a Product(s) arising out of the Development
Program for cancer indications (hereinafter referred to as the "Global Marketing
Plan") *
                                                                                
The Global Joint Marketing Committee shall also be responsible for *

                           to the extent possible.  The Global Joint Marketing 
Committee may, if necessary, *                                           The
Global Joint Marketing Committee may also review and discuss decisions 
concerning the *


         (f) Under the direction of the Global Joint Marketing Committee,  Roche
 shall be responsible for * for a Product arising out of the Development Program
 for cancer indications *
                             To the extent  possible,  the local marketing plans
shall be consistent with the Global Marketing Plan.

         (g)      It is the intent of the parties that a *
                                                               arising out of 
the Development Program for cancer indications wherever possible throughout the
Territory. The parties acknowledge their intention to use, if appropriate, the *
           arising out of the Development Program for cancer indications 
wherever possible.

         (h) The parties  agree,  unless  prohibited  by law or  regulation,  to
exclusively  Co-Promote  Products  arising  out of the  Development  Program for
cancer  indications in the North American Territory under a single Trademark and
based upon a marketing plan to be agreed upon by the parties.  Agouron and Roche
agree to share equally  (50/50) Profits and Losses earned or incurred during the
fiscal year of the Marketing  Company from the sale of a Co-Promoted  Product in
the North American  Territory.  The parties further agree,  unless prohibited by
law or  regulation,  to  discuss  in good faith  future  rights  for  Agouron to
exclusively  Co-Promote  with  Roche  Products  arising  out of the  Development
Program  for  cancer  indications  in any or  all of the  European  Co-Promotion
Countries.  The parties' future European Co-Promotion arrangement shall be based
upon and subject to the following criteria:

                                       22
<PAGE>

                  (i)      *



                  (ii)     *





                  (iii)    *


                  (iv)     Agouron's right to Co-Promote such Product in a 
       selected European country shall be subject to *



                  (v)      Agouron shall have the right to make a *






                  (vi)     Agouron shall have the *





                  (vii)    *











In the countries where the parties are Co-Promoting  Products,  the Global Joint
Marketing  Committee shall assign  Co-Promotional  activities  among the parties
based upon: *





                                       23
<PAGE>

                                            a party not  responsible  for a  
Co-Promotional  activity may provide advisory and support services to the other
party.  *
                                                                                
in each of the countries in the North  American  Territory  shall be overseen
and approved by the Global Joint Marketing Committee.  Notwithstanding the 
preceding, the parties agree that *
                                                              for cancer 
indications in each of the countries in the North American Territory *
  .  The parties shall provide

             Furthermore, unless the parties agree otherwise, Agouron *
                                                 assigned by the Global Joint 
Marketing Committee to Co-Promotional activities for such Product in a European
Co-Promotion Country *


                                                              The Global Joint 
Marketing Committee may *
to advise and support Co-Promotional activities if the parties are Co-Promoting
Products.  The Global  Joint  Marketing  Committee  shall  establish  procedures
concerning  the scope  and  conduct  of  activities  (including  decision-making
procedures) *

         (i)      The Global Joint Finance Committee shall *




                                     the parties, through the Global Joint 
Marketing Committee, shall *

                                    If a party significantly fails to fulfill 
its obligation to provide its agreed upon *
                  in a  Co-Promotional  country  during  a  fiscal  year  of the
Marketing Company, then the parties shall negotiate in good faith an appropriate
adjustment  in the Profit  Sharing  percentage  for such country for such fiscal
year period.

         (j)      The Marketing Company in each country shall be responsible for
distribution of the Product in such country.

         (k)      *








                                       24
<PAGE>

         (l) Roche and Agouron shall each use qualified persons in the marketing
activities of Products.  In accordance  with procedures to be established by the
Global Joint Marketing Committee, Agouron and Roche may also engage consultants,
and other third  parties,  as may be necessary or  desirable,  to assist them in
carrying out their marketing  responsibilities  provided that internal resources
are not then feasibly or practically  available from either of the parties which
can perform in similarly  expeditious and cost-efficient  manner the tasks to be
assigned to such  consultants  and third parties;  provided  however,  that each
party *


         (m) Roche and Agouron,  through the Global Joint  Marketing  Committee,
shall keep the other party  informed of their  marketing  activities,  and shall
review,  discuss  and agree  upon the  conduct of  additional  post-Registration
clinical studies for a Product for cancer indications which are not conducted as
part of the Development  Program and marketing  studies for a Product for cancer
indications;   the  conduct  of  clinical  studies  for  a  Product  for  cancer
indications  which are  conducted as part of the  Development  Program  shall be
governed by the provisions of Section 4.02. This shall include  progress reports
as required by the Global Joint Marketing Committee *
                      and the planned activities of the succeeding period.

         (n) Each party's members of the Global Joint Marketing  Committee shall
report and make  recommendations  to their  managements  regarding  the  matters
discussed at the meetings of the Global Joint Marketing Committee.

         (o) After  Registration  of a Product  arising  out of the  Development
Program  for cancer  indications  in a country,  the  Marketing  Company of such
Product in such country shall be  responsible  for  maintaining  the Dossier for
such  Product.  The  Marketing  Company in a country  shall be  responsible  for
responding,  in a timely  manner,  to inquiries and for  reporting  adverse drug
reactions  related to such  Product  after the  Product is on the market in such
country. Notwithstanding the Marketing Company's ultimate responsibility for the
professional  services and health and/or regulatory  authorities  communications
relating to such Product after the Product is on the market in a country, to the
extent  reasonably  possible,  the other  party  shall have the right to review,
comment and  participate  in  communications  concerning  such  Product with the
health and/or regulatory authorities in such country.  Furthermore,  Agouron and
Roche  shall  each be  entitled  to  respond to  routine  medical  questions  or
inquiries directed to them. Each party shall use its best efforts to provide the
other party with all information  reasonably  necessary to respond  properly and
promptly to any such  questions or  inquiries;  the parties shall also use their
best efforts to keep such information  current.  Without limiting the foregoing,
Agouron  and Roche  agree to  notify  the other  party of any  severe,  serious,
alarming or unexpected complaints which they receive,  whether or not determined
to be attributable to a Product,  by telephone within twenty-four (24) hours and
in writing within three (3) business days of receipt of the complaint. All other
complaints  shall be forwarded by a party to the other party within  thirty (30)
calendar  days of its receipt of the  complaint.  The parties  shall confer with
respect to responding to anticipated inquiries and questions.

                                       25
<PAGE>

         Section 4.04      Supply of Compound and Product.

         (a) It is anticipated that timely  development of the Compound and/or a
Product will require the manufacture of significant  amounts of the Compound and
that  successful  worldwide  commercialization  of the Compound and/or a Product
will require  annual  production of large  quantities  of the Compound  and/or a
Product. As part of the Development Program for the Compound, *


                                            the parties also agree to continue
to use technically and  commercially  reasonably  efforts to reduce the costs of
manufacturing   the   Compound   and  a  Product   throughout   the   period  of
commercialization of the Product.  The Global Joint Development  Committee shall
have the authority to make  decisions  concerning the sourcing of clinical trial
supply of the Compound and Products  arising out of the Development  Program for
cancer  indications.  Roche and Agouron,  through the Global  Joint  Development
Committee,  agree to cooperate  to identify  low-cost  commercial  manufacturing
sources for the Compound and/or Products arising out of the Development  Program
for cancer  indications.  To assure a continuous supply of the Compound and/or a
Product during clinical development and commercialization, Roche and Agouron may
also engage one or more third party contract manufacturers for production of the
Compound and/or a Product. *


















         (b)  All  Product  is  to  be   manufactured  in  accordance  with  the
specifications to be determined during  development and later attached hereto in
Attachment 3 to this Agreement and any amendments thereto.  All Product shall be
furnished with a certificate of analysis.

         (c) Each party shall grant the other party a right of  reference to the
drug  master  file for a Product in the  countries  where the other  party,  its
Affiliates or sublicensees are marketing such Product,  and shall take all other
steps as may be reasonably  requested by a manufacturer  of such Product for the
limited  purpose of enabling it to manufacture the Product for such other party.
The  manufacturer  shall  manufacture the Product in compliance with the Dossier
for the 
                                       26
<PAGE>

Product.  Each party  shall  promptly  and fully  advise the other  party of any
changes,  alterations  or  amendments to the drug master file for the Product or
any  amendments,  instructions  or  specifications  required  by the  health  or
regulatory authority, and the parties shall confer with respect to the best mode
of compliance with any such requirements.

         (d) In the event  any  Product  delivered  hereunder  must be  recalled
because of action by the relevant health authority,  the parties shall cooperate
fully with each other in conducting such recall to the full extent  necessary to
ensure that the recall is effective.  Prior to initial Registration of a Product
in a country,  any recall  expenses for such  Product in such  country  shall be
included in the Development Costs. After initial  Registration of a Product in a
country,  the party  marketing such Product in such country shall be responsible
for any recall  expenses for such Product in such country.  Any recall  expenses
incurred  by the party  marketing a Product in a country  shall be a  deductible
expense when  calculating  Profits and Losses from the sales of such Product for
such country.

         Section 4.05      Research Activities.  During the *





                   Preclinical research activities shall include *

                                    The Joint Research Committee may establish *
                                                                                
               The Joint Research  Committee shall  establish  procedures
concerning the scope and conduct of the research activities (including decision-
making procedures) assigned to such project teams.  *





by the Global Joint Development Committee (or, alternatively, the Joint Research
Committee constituted pursuant to the terms of the Research Program).  *

                                            developed  or acquired by or on 
behalf of Agouron or Roche,  independently  or jointly,  as the case may be, in 
the conduct of the above described research activities and *


        ARTICLE V - LICENSE FEES, PROFIT AND LOSS SHARING AND ROYALTIES;
       DEVELOPMENT COSTS; PREMARKETING EXPENSES; GENERAL LICENSING TERMS

         All of the  accounting  terms used in this Article V, if  identified by
the use of  capitalization  of the first  letter of each  word,  shall  have the
meaning  described in Attachment 2, which  

                                       27
<PAGE>

attachment  shall also  contain  details  of the  calculation,  accounting,  and
sharing of Profits and Losses.

         Section 5.01      License Fees, Profit and Loss Sharing and Royalties.

         (a) In  partial  consideration  for the  rights  granted  to  Roche  by
Agouron,  Roche hereby agrees to pay to Agouron  non-refundable license issuance
fees as follows:

                                                                  USD(MM)
                                                                  -------
        By June 28, 1996                                          $ 10.0


              *                                                       *


              *                                                       *


              *                                                       *


              *                                                       *


              *                                                       *


              *                                                       *



                                         TOTAL                     $  *


         (b)      In partial consideration for the rights granted each of the 
parties in this Agreement, the parties agree as follows:

                  (i) Unless the  parties  agree upon  another  sharing  method,
         Profits  or  Losses  from the  sales  of  Products  arising  out of the
         Development  Program  for  cancer  indications  in a country  where the
         parties are  Co-Promoting  Products shall be shared between the parties
         in accordance with the provisions of Sections 4.03(h) and 4.03(i).

                  (ii)     In countries where the parties are not Co-Promoting 
Products, Roche shall pay Agouron *


         (c)      In partial consideration for the rights granted to Roche by 
Agouron, Roche and Agouron hereby agrees as follows:

                  (i)      Any *




                  (ii)     *




                                       28
<PAGE>

                  (iii)    As soon as possible, Agouron and Roche agree to 
discuss and negotiate in good faith *





         Section 5.02      Development Costs.

         (a)      The parties shall share Development Costs as follows:

                  (i)      From the Effective Date, Roche shall be responsible 
for payment of eighty percent (80%) of the Development Costs *

                                            and  Agouron  shall be  responsible 
         for  payment of twenty  percent  (20%) of such  Development  Costs;  
         provided, however,  that Roche shall not be  responsible  for  
         Development  Costs incurred for  services  performed  before June 19,  
         1996,  even if such services  are paid for after  such  date.  If  
         Agouron  has  elected to Co-Promote a Product arising out of the 
         Development  Program for cancer indications in one or more European 
         Co-Promotion Countries, *



                  (ii)     Development Costs incurred for services *

                                                                                
         In  addition to its twenty  percent  (20%)  share of  worldwide  
         Development Costs because of its Co-Promotional activities in the North
         American  Territory, *



                  (iii)    Agouron's prorata percentage share of Development 
         Costs for such European Co-Promotion Country *



                  (iv)     Development Costs allocated to a European 
         Co-Promotion Country shall




                                                                              
          Unless the parties agree otherwise, *
               shall be deemed to have been incurred for the benefit of the *

                                       29
<PAGE>

         (b) Within * days after the end of a semi-annual calendar period ending
on  either  June 30 or  December  31  during  which the  parties  have  incurred
Development  Costs,  each party  shall  prepare and deliver to the other party a
full and true  accounting  of such  party's  actual  Development  Costs for such
semi-annual  period.  The form of the report shall be consistent with the format
presented in Schedule 1 to  Attachment  1, and shall detail  actual  Development
Costs by major cost categories,  consistent with the accounting  classifications
and methods  agreed upon by the  parties.  The  accuracy of the report  shall be
reviewed and signed by an appropriate financial employee of the reporting party.
The calculation of Development  Costs shall not include any selling or marketing
costs and expenses.

         (c)      Development Costs shall be funded and reimbursed as described 
in Attachment 1.

         (d) Each  party  shall  maintain  books of  account  and  complete  and
accurate records of all of its Development  Costs in sufficient detail to permit
the other  party to confirm  the  correctness  of such  items.  Each party shall
provide  the other  party,  upon  reasonable  request,  with  copies of invoices
supporting significant third party expenditures. *


















                                                     To   the   extent    actual
Development  Costs vary from reported  Development  Costs,  adjustments shall be
made
to future invoices.

         (e)  Additional  details  relating  to  the  definition,   calculation,
reporting  requirements and  reimbursement  procedures for Development Costs are
set forth in Attachment 1.

         Section 5.03      Premarketing  Expenses.  If  Agouron  and Roche are  
Co-Promoting  a Product  arising  out of the  Development  Program  for  cancer 
indications in a country, then
*




                                       30
<PAGE>


         Section 5.04      General Licensing Terms.

         (a)      Profits and Losses for countries where the parties are 
Co-Promoting a Product arising out of the Development  Program for cancer  
indications shall be determined on a *
                                    Attachment    2   sets   forth    additional
definitions and details relating to the calculation of Profits and Losses.

         (b)  It  is  the  intent  of  the  parties  that  if  the  parties  are
Co-Promoting  a  Product  arising  out of the  Development  Program  for  cancer
indications in a country, then the parties shall *


                                            If applicable laws, regulations or
accounting rules do not permit such accounting treatment, *


         (c) No sales  shall be deemed to have  occurred  as the result of sales
between and among the  parties,  their  Affiliates  and  sublicensees;  it being
understood that sales occur when made to non-Affiliated  third party purchasers.
A sale of a Product  shall be deemed  to have  been  made upon the  earliest  of
invoicing or delivery of the Product for value to a  non-Affiliated  third party
purchaser.  In the case of a sale or other disposal of a Product for value other
than in an arm's length  transaction  exclusively  for money,  such as barter or
counter  trade,  sales shall be  calculated  using the fair market  value of the
Product (if higher than the stated sales price) in the country of disposal.

         (d)      *













         (e)      *









                                       31
<PAGE>

         (f) In  calculating  Profits and Losses with  respect to a  Combination
Product in a  country,  the  parties  shall  enter into good faith  negotiations
regarding the percentage of the Adjusted Gross Sales of such Combination Product
to be used in  calculating  Profits and Losses with respect to such  Combination
Product  in  such  country.  If the  parties  are  unable  to  agree  upon  such
percentage,  the  percentage  of the  Adjusted  Gross Sales of such  Combination
Product  to be used in  calculating  Profits  and  Losses  with  respect to such
Combination Product in a country shall be equal *



                                                If the numerator and denominator
cannot be determined in the manner set forth above, then the numerator *


                                                              In each case,  the
cost is to be determined in accordance  with the party's  standard  accounting
procedures.

         (g) In calculating royalties with respect to a Combination Product, the
parties shall enter into good faith negotiations regarding the percentage of the
Net  Sales  of such  Combination  Product  to be used in  calculating  royalties
payable with respect to such Combination Product on a country-by-country  basis.
If the parties are unable to agree upon such percentage,  royalties with respect
to a Combination Product in a country shall be *




                                                               If the  numerator
and  denominator  cannot be determined in the manner set forth above, then the
numerator shall be the *

                                                               In each case,  
the cost is to be  determined  in  accordance  with the party's standard 
accounting procedures.

         (h) Division of Profits and Losses from the sales of a Product  arising
out of the Development Program for cancer indications shall be * from the date
of the Initial Commercial Sale or license to a third party, its Affiliates, or
sublicensees of such Product in such country (or, if the
parties are Co-Promoting a Product in a country, the date on which premarketing 
expenses are first incurred), *









                                       32
<PAGE>


         (i)  Royalties  due on the  sale of a  Product  shall be  payable  on a
country-by-country  basis from the date of Initial  Commercial  Sale by a party,
its Affiliates or sublicensees of such Product in such country, *








Notwithstanding the preceding where a country is included in the European Union,
an extension  in the period  during which the payment of royalties is due on the
sale of a Product  resulting  from the  application  of the  provisions of (iii)
above shall not be  applicable  if  prohibited  by law.  The  obligation  to pay
royalties shall be imposed only once with respect to each unit of Product sold.

         (j) The parties  agree that the  accounting  and payment of Profits and
Losses and  reimbursement  of  Allowable  Expenses  from the  Co-Promotion  of a
Product  arising  out of the  Development  Program for cancer  indications  in a
country shall comply with the following terms and conditions:

                  (i)      As soon as possible, but no later than *
                                             the  Marketing  Company in such 
         country shall provide the  non-Marketing  Company with its good faith  
         estimate of the amount of  Adjusted  Gross  Sales and  Sublicense  
         Revenues in such country for such  Co-Promoted  Product for such 
         calendar month, and the  non-Marketing  Company shall submit to the  
         Marketing  Company its good faith  estimate of its  Sublicense  
         Revenues  in such  country for such  Co-Promoted Product for such 
         calendar month.

                  (ii) * after  the  end of a  calendar  quarter  in  which  the
         parties  have  Co-Promoted  a Product  arising  out of the  Development
         Program for cancer  indications  in a country,  the  Marketing  Company
         shall pay the non-Marketing Company its share of *
          generated by the Co-Promotion of such Product in such country for such
         calendar quarter, or submit to the non-Marketing Company an invoice for
         its  share of any * in such  country  for such  calendar  quarter;  the
         non-Marketing  Company  shall  pay  such  invoice  within * The * for a
         calendar quarter shall be based on the *

                                                               for the 
         applicable  calendar  quarter and the budget of Allowable  Expenses for
         such country for the applicable calendar quarter (agreed to by the 
         parties pursuant to the provisions of Section 4.03(i)), *
                           A party's share of                                  
         for a country  in a  calendar  quarter  shall be  determined  pursuant
         to the provisions of Section 5.01(b)(i).

                                       33
<PAGE>

                  (iii)  Within * after the end of a  calendar  quarter in which
         the parties have  Co-Promoted a Product  arising out of the Development
         Program for cancer  indications  in a country,  the  Marketing  Company
         shall *
                                                                                
         incurred in such country during such calendar quarter.  A party's *
                  shall be based on the *                                       
         (agreed to by the  parties  pursuant to the terms of Section  4.03(i)),
         as such budget is revised and updated.  If the parties have *          
                                      the Marketing Company may


                                    If the Marketing Company utilizes *



                  (iv) * after the end of a semi-annual  calendar  period ending
         on  either  June 30 or  December  31  during  which  the  parties  have
         Co-Promoted a Product arising out of the Development Program for cancer
         indications,  each party shall furnish and deliver to the other party a
         full and true accounting of its actual Adjusted Gross Sales, Sublicense
         Revenues and Allowable  Expenses for such Product for such  semi-annual
         period for each  country in which the  parties  have  Co-Promoted  such
         Product.  The  reporting  party's  Adjusted  Gross  Sales,   Sublicense
         Revenues and Allowable  Expenses for such  semi-annual  period shall be
         reviewed  and  signed  by an  appropriate  financial  employee  of  the
         reporting party.

                  (v)      The net amount of any payment adjustments due between
         the parties because of differences *

                                                                         The net
         amount  of any  payment  adjustments  due  between  the  parties  
         because  of differences in *




                  (vi) If a party in good faith  disputes the  correctness  of a
         portion  of the  other  party's  accounting,  the party  shall  only be
         obligated to reimburse the undisputed portion of *

                                                                  and shall be  
         obligated  to reimburse or pay the  balance,  if any,  upon  resolution
         of the disputed  issues.  The parties agree to use their best faith 
         efforts to resolve any disputes  concerning the correctness of 
         Allowable  Expenses and the calculation of Profit and Losses as soon as
         possible.

                  (vii) Any  payments  due pursuant to the terms of this Section
         5.04(j)  that are not paid on or before the date such  payments are due
         shall  bear  interest  at the lower of: (A) the  average  one (1) month
         London Interbank  Offered Rates, as reported by Datastream from time to
         time, plus one hundred (100) basis points;  or (B) the highest 

                                       34
<PAGE>

         interest  rate permitted by applicable  law,  calculated on the number 
         of days in each month that such payment is delinquent.

         (k) The parties  agree that the  accounting  and  payment of  royalties
shall comply with the following terms and conditions:

                  (i)      As soon as possible, but no later than *             
         after the end of a calendar  month,  a party owing a royalty  shall
         provide the other party with *


                  (ii)     On or before the last business day in *
                  of each and every  calendar  year for as long as royalties are
         due following the commencement of the marketing of Products,  the party
         owing  the  royalty  shall  pay to the  other  party a sum equal to the
         aggregate of the royalty due on such party's *




                  (iii) * after the end of a semi-annual  calendar period ending
         on either June 30 or December 31 during which there was a Net Sale of a
         Product upon which a royalty was due, the party owing the royalty shall
         furnish and deliver to the other  party a full and true  accounting  of
         the actual Net Sales of such  Product for such  semi-annual  period for
         each  country  for which such  royalty is due.  The  reporting  party's
         accounting of royalty for such semi-annual period shall be reviewed and
         signed by an appropriate financial employee of the reporting party, and
         shall identify all relevant details regarding *



                  (iv)     The net amount of any payment adjustments due between
         the parties because of differences in *

         The net amount of any payment adjustments due between the parties 
         because of differences in *


                  (v) Any  royalty  payments  due that are not paid on or before
         the date such payments are due shall bear interest at the lower of: (A)
         the average one (1) month London  Interbank  Offered Rates, as reported
         by Datastream  from time to time,  plus one hundred (100) basis points;
         or  (B)  the  highest   interest  rate  permitted  by  applicable  law,
         calculated  on the number of days in each  month  that such  payment is
         delinquent.

         (l) Each party shall maintain and cause its Affiliates and sublicensees
to maintain books of account and complete and accurate records pertaining to the
sale or other disposition of Products, Allowable Expenses and of the royalty and
other amounts  payable under this  Agreement in sufficient  detail to permit the
other party to confirm the correctness of such items. *


                                       35
<PAGE>





























         (m) A party  owing a royalty or other  payment to the other party shall
be entitled to withhold from such payment the amount, if any, of any withholding
tax assessable to the party due the payment, provided evidence of payment of any
such  tax is  promptly  provided  to  such  party.  If  any  taxes  (other  than
value-added taxes) are imposed on payments of royalties or profits to Agouron or
Roche and are  required  to be withheld  therefrom,  such taxes shall be for the
account of Agouron or Roche,  respectively,  and the  payments  shall be reduced
accordingly.  Roche and Agouron  shall each advise the other and provide it with
copies of the tax receipts for all taxes  deducted from the payment of royalties
or profits.

         (n) The costs of  defending  or settling any claim or suit by any third
party for  infringement of a patent of such third party by a party's practice of
the Patent Rights,  Agouron  Technology,  Roche Technology,  and/or  Development
Program Technology in discovering,  developing, manufacturing or commercializing
the Compound, intermediates thereof and/or Products shall be *


         (o) Upon  expiration  of the  foregoing  Profits and Losses  sharing or
royalty obligations in a country, which shall also be the expiration date of the
licenses granted in such country 

                                       36
<PAGE>

pursuant to Sections 2.01(a),  2.01(b), 2.01(c) or 2.03, each party *






         (p) The parties agree in the future to use their reasonable  efforts to
negotiate any additional licensing terms for the Compound, intermediates thereof
and/or Products  arising out of the Development  Program for cancer  indications
which may be necessary to clarify the rights and obligations of the parties.

         Section 5.05      Foreign Currency.

         (a) Development Costs, Patent and Trademark Costs,  Profits and Losses,
Adjusted Gross Sales, Net Sales,  Sublicense Revenues,  Allowable Expenses,  and
any  royalty  amounts  shall be stated in United  States  dollars.  Payments  of
Development  Costs,  Patent and Trademark Costs,  Profits and Losses,  Allowable
Expenses and  royalties  shall be made in United  States  dollars.  Any required
conversion of Development Costs, Patent and Trademark Costs, Profits and Losses,
Adjusted Gross Sales, Net Sales,  Sublicense Revenues,  Allowable Expenses,  and
any royalty  amounts to United  States  dollars  shall be done using the monthly
average rate of exchange for the calendar month in which such Development Costs,
Patent and Trademark Costs, Profits and Losses, Adjusted Gross Sales, Net Sales,
Sublicense Revenues,  Allowable Expenses,  and any royalty amounts were incurred
or first determined.

         (b)      The conversion from a foreign currency to United States 
dollars shall be made by *




         (c)      *
















                                       37
<PAGE>




         (d) If London  Interbank  Offered Rates are no longer  available due to
the implementation of the European Economic and Monetary Union, any reference to
the London  Interbank  Offered  Rates in this  Agreement  shall be replaced by a
comparable  reference interest rate for the single currency "EURO" determined at
the financial center where the reference is made. If no such reference  interest
rate can be determined at such financial center,  the parties shall agree upon a
new reference  interest rate to be used as appropriate in this Agreement in lieu
of the unavailable London Interbank Offered Rates.

                        ARTICLE VI - TERM AND TERMINATION

         Section 6.01  Termination for Breach.  Either party may, at its option,
terminate  this  Agreement for cause in the event the other party shall commit a
material  breach of this Agreement  (including the failure of a party to pay its
undisputed share of Development Costs) and shall fail to cure such breach during
the one hundred  twenty (120) day period  (thirty (30) day period in the case of
any payment default)  following  receipt of a written notice of such breach from
the non-breaching  party. After the end of the applicable cure period, the party
who has the right of termination may exercise its  termination  option by giving
the breaching  party prior  written  notice of at least fifteen (15) days of its
election to terminate.  Any  termination of this Agreement shall not release the
breaching party from any obligations  incurred hereunder,  and the non-breaching
party shall be  entitled to pursue an action for damages  arising as a result of
such material breach.

         Section 6.02      *

         (a)      *



















                                       38
<PAGE>









         (b)      *







         (c)      *





         Section 6.03      Termination  by Mutual  Agreement.  The parties may 
at any time  terminate  this  Agreement,  in part or in its entirety,  by mutual
written agreement.

         Section 6.04 Termination Upon Bankruptcy.  In the event that a party is
subject to any proceeding  under the bankruptcy laws, or to the appointment of a
receiver,  trustee or  liquidator  of its business or  substantially  all of its
assets,  and such  proceeding,  if  involuntary,  is not dismissed or discharged
within one hundred fifty (150) days after such proceeding is instituted, or upon
the  liquidation,  dissolution,  or  winding  up  of  its  business,  then  this
Agreement,  at the  election  of the other  party,  shall be  terminated  in its
entirety  for cause upon a notice in writing of at least  fifteen (15) days from
the party who is not bankrupt or insolvent.

         Section 6.05 Disposition of Inventory. In the event of the cancellation
or  termination  of any license  rights with respect to a Product,  inventory of
such Product may be sold for up to six (6) months after date of  cancellation or
termination, provided required payments, if any, are paid thereon.

         Section 6.06 Effect of  Termination.  The termination of this Agreement
shall, to the extent not otherwise  expressly  provided  herein,  not affect the
rights and  obligations of the parties under this Agreement with respect to: (i)
the parties'  obligations of  confidentiality,  indemnification and compensation
for  services  performed;  (ii) a party's  liability  for failure to fulfill its
obligations  or  undertakings  under  this  Agreement;  and (iii) the  rights or
obligations  of the  parties  otherwise  expressly  stated in the  Agreement  to
survive the  termination  of this  Agreement.  If this  Agreement is terminated,
Agouron's  obligations  under Sections 2.02(b) and 4.02(o) shall terminate.  Any
other provisions of this Agreement which by their nature are 

                                       39
<PAGE>

intended to survive termination shall also survive. Upon any termination of this
Agreement in its entirety because of a breach of the other party,  neither party
waives any rights to any remedies it may have arising out of the termination. In
the event of any breach by a party with respect to  obligations  which  continue
after a termination in its entirety of this Agreement,  the non-breaching  party
shall  have all  remedies  available  to it, as if the  Agreement  were still in
effect on the date of such breach.

              ARTICLE VII - WARRANTIES AND COVENANTS; INDEMNITIES;
     INSURANCE; DISPUTE RESOLUTION; GOVERNMENTAL APPROVALS; EXPORT CONTROLS

         Section 7.01      Warranties and Covenants.

         (a) Each party  represents  and warrants to the other party that it has
the legal power, authority and right to enter into this Agreement and to perform
all of its respective  obligations  set forth herein,  including the attachments
hereto.

         (b) Agouron represents and warrants that, to the best of its knowledge,
it has disclosed to Roche the material results of preclinical and human clinical
testing of the Compound completed prior the Effective Date.

         (c) Agouron represents and warrants that, as of the date this Agreement
is  executed,  other  than the  patent  applications  and/or  patents  listed in
Schedule  3,  it was  not  aware  of the  existence  of any  patents  owned  and
Controlled by a third party covering the Compound which would materially prevent
the parties from commercializing the Compound.

         (d) Each  party  covenants  that it shall not commit any act or fail to
take any action which,  in any  significant  way,  would be in conflict with its
material obligations under this Agreement and the attachments hereto.

         (e) Each party  promises to comply in all  material  respects  with the
terms of the licenses granted to it under this Agreement,  and with all federal,
state,  local  and  foreign  laws,  rules  and  regulations  applicable  to  the
development,   manufacture,   distribution,  import  and  export,  and  sale  of
pharmaceutical products pursuant to this Agreement.

         (f) EXCEPT AS OTHERWISE  EXPRESSLY PROVIDED IN THIS AGREEMENT,  EACH OF
THE PARTIES MAKES NO WARRANTIES,  EXPRESSED OR IMPLIED,  OF  MERCHANTABILITY  OR
FITNESS FOR A  PARTICULAR  PURPOSE OF ANY  SUBJECT  MATTER  INCLUDED  WITHIN THE
CLAIMS OF THE PATENT RIGHTS,  INCLUDING THE COMPOUND. THE PARTIES UNDERSTAND AND
AGREE THAT  DEVELOPMENT  AND  COMMERCIALIZATION  OF THE COMPOUND AND/OR PRODUCTS
WILL  INVOLVE  APPROVAL  BY  REGULATORY  AUTHORITIES,   AND  THAT  NO  PARTY  IS
GUARANTEEING THE SAFETY OR EFFICACY OF THE COMPOUND AND/OR PRODUCTS, OR THAT THE
COMPOUND AND/OR PRODUCTS WILL RECEIVE THE REQUIRED APPROVALS.

                                       40
<PAGE>

         Section 7.02      Indemnities; Insurance.

         (a) Roche shall indemnify and hold harmless Agouron and its Affiliates,
employees,  and agents (an "Agouron Indemnified Party") from and against any and
all  liabilities,  losses,  damages,  costs, or expenses  (including  reasonable
investigative  and  attorneys'  fees)  which the Agouron  Indemnified  Party may
incur, suffer or be required to pay resulting from or arising in connection with
any  product   liability  or  other   claims,   other  than  claims  for  patent
infringement,  arising from the use by any person of any Product,  to the extent
such product  liability or other claim results from the  negligent,  reckless or
intentional  misconduct  of Roche,  its  Affiliates  or  sublicensees,  or their
respective employees and agents, or on account of Roche's failure to fulfill its
obligations or undertakings under this Agreement;  provided, however, that in no
event shall Roche be liable to an Agouron  Indemnified  Party for any  indirect,
incidental,  special or  consequential  damages,  including  loss of revenues or
profits from sales of Products.

         (b) Agouron shall indemnify and hold harmless Roche and its Affiliates,
employees, and agents (a "Roche Indemnified Party") from and against any and all
liabilities,   losses,   damages,   costs,  or  expenses  (including  reasonable
investigative  and attorneys' fees) which the Roche Indemnified Party may incur,
suffer or be required to pay,  resulting from or arising in connection  with any
product  liability or other claims,  other than claims for patent  infringement,
arising  from the use by any person of any  Product,  to the extent such product
liability or other claim  results from the  negligent,  reckless or  intentional
misconduct of Agouron,  its  Affiliates  or  sublicensees,  or their  respective
employees  and  agents,  or on account  of  Agouron's  failure  to  fulfill  its
obligations or undertakings under this Agreement;  provided, however, that in no
event shall  Agouron be liable to a Roche  Indemnified  Party for any  indirect,
incidental,  special or  consequential  damages,  including  loss of revenues or
profits from sales of Products.

         (c) To the extent that a product liability or other claim, other than a
claim  for  patent  infringement,   results  from  the  negligent,  reckless  or
intentional misconduct of both of the parties,  their Affiliates,  sublicensees,
or their  respective  employees  and agents,  the  parties  agree to share in an
equitable  manner  such  liabilities,  losses,  damages,  costs,  or expenses in
proportion  to the  relative  fault of each of the  parties,  their  Affiliates,
sublicensees, or their respective employees and agents.

         (d) Unless the parties agree otherwise, all other liabilities,  losses,
damages,  costs, or expenses (including reasonable  investigative and attorneys'
fees) under this Section  7.02  relating to or involving a Product in a country,
except as provided by the terms of Sections  7.02(a),  (b) and (c), shall be the
responsibility  of the party  marketing such Product in such country.  The party
marketing a Product in a country shall indemnify the non-marketing party in such
country from and against any and all  liabilities,  losses,  damages,  costs, or
expenses  (including  reasonable  investigative  and attorneys' fees) which such
non-marketing  party may incur,  suffer or be required to pay resulting  from or
arising in connection  with any product  liability or other  claims,  other than
claims  for  patent  infringement,  arising  from the use by any  person of such
Product  in such  country.  Section  3.02  sets  forth  the  parties'  liability
obligations  arising from claims for patent  infringement.  Any payments made by
the party marketing a Product in a country pursuant to the terms of this Section
7.02(d) shall be a deductible  expense when calculating  Profits and Losses from
the sales of such Product for such country.

                                       41
<PAGE>

         (e)      The aforesaid obligations of the indemnifying party shall be 
subject to the indemnified party fulfilling the following obligations:

                  (i) The  indemnified  party  shall  fully  cooperate  with the
         indemnifying party in the defense of any claims,  actions,  etc., which
         defense shall be controlled by the indemnifying party.

                  (ii) The indemnified  party shall not, except at its own cost,
         voluntarily  make any payment or incur any expense  with respect to any
         claim or suit  without the prior  written  consent of the  indemnifying
         party, which consent such party shall not be required to give.

                  (iii)  Promptly  after  receipt  by the  indemnified  party of
         notice of the  commencement  of any  litigation or threat thereof which
         may reasonably  lead to a claim for  indemnification,  such party shall
         notify the indemnifying party.

         (f)      The parties agree to maintain appropriate amounts of product 
liability insurance coverage.

         Section 7.03 Dispute  Resolution.  In the event of any  controversy  or
claim arising out of or relating to any provision of this Agreement, the parties
shall  try  to  settle  their  differences  amicably  between  themselves.   Any
unresolved  disputes arising between the parties relating to, arising out of, or
in any way connected with this Agreement or any term or condition hereof, or the
performance  by either party of its  obligations  hereunder,  whether  before or
after  termination  of this  Agreement,  except as  otherwise  provided  in this
Agreement,  shall be finally resolved by binding  arbitration.  Whenever a party
shall decide to institute arbitration proceedings,  it shall give written notice
to that effect to the other party.  The party  giving such notice shall  refrain
from  instituting  the  arbitration  proceedings for a period of sixty (60) days
following such notice.  If Roche is the party  initiating the  arbitration,  the
arbitration  shall be held in San Diego,  California,  according to the rules of
the American Arbitration Association ("AAA"). If Agouron is the party initiating
the arbitration,  the arbitration shall be held in Newark, New Jersey, according
to the  rules  of the  AAA.  The  arbitration  shall  be  conducted  by a single
arbitrator  mutually chosen by the parties.  If the parties can not agree upon a
single  arbitrator  within  fifteen  (15)  days  after  the  institution  of the
arbitration  proceeding,  then the arbitration  shall be conducted by a panel of
three  arbitrators  appointed in accordance with AAA rules;  provided,  however,
that each party  shall,  within  thirty (30) days after the  institution  of the
arbitration proceedings,  appoint one arbitrator with the third arbitrator being
chosen by the other two  arbitrators.  If only one party appoints an arbitrator,
then such arbitrator  shall be entitled to act as the sole arbitrator to resolve
the  controversy.  Any  arbitration  hereunder shall be conducted in the English
language, to the maximum extent possible.  All arbitrator(s) eligible to conduct
the arbitration must agree to render their opinion(s) within thirty (30) days of
the final arbitration  hearing.  The  arbitrator(s)  shall have the authority to
grant  injunctive  relief and specific  performance and to allocate  between the
parties the costs of  arbitration  in such  equitable  manner as he  determines;
provided,  however,  that each party shall bear its own costs and attorneys' and
witness'  fees.  Notwithstanding  the terms of this Section  7.03, a party shall
also  have  the  right  to  obtain,  prior to the  arbitrator(s)  rendering  the
arbitration  decision,  provisional  remedies,  including  injunctive  relief or
specific   performance,   from  a  court  having   jurisdiction   thereof.   The

                                       42
<PAGE>

arbitrator(s)  shall, upon the request of either party,  issue a written opinion
of the findings of fact and  conclusions of law and shall deliver a copy to each
of the parties. Decisions of the arbitrator(s) shall be final and binding on all
of the  parties.  Judgment on the award so rendered  may be entered in any court
having jurisdiction thereof.

         Section 7.04 Governmental Approvals. Roche and Agouron shall obtain any
government approval(s) required to enable this Agreement to become effective, or
to enable any payment hereunder to be made, or any other obligation hereunder to
be  observed  or  performed.  Each party  shall keep the other  informed  of its
progress in obtaining any such government  approval and shall cooperate with the
other party in any such efforts.

         Section  7.05 Export  Controls.  The  parties  agree to comply with the
United  States laws and  regulations  governing  exports and  re-exports  of the
Compound,  intermediates  thereof,  Products,  Development  Program  Technology,
Agouron  Technology,  Roche  Technology,  or any other  technology  or  software
developed or disclosed as a result of this  Agreement.  The parties  acknowledge
that any performance  under this Agreement is subject to any restrictions  which
may be imposed by the United States laws and regulations  governing  exports and
re-exports.  Each party  agrees to provide the other  party with any  reasonable
assistance,  including  written  assurances which may be required by a competent
governmental  authority and by applicable laws and regulations as a precondition
for any  disclosure of technology or software by the other party under the terms
of  this  Agreement.   The  obligations  of  this  Section  7.05  shall  survive
termination or expiration of this Agreement.

                     ARTICLE VIII - DISCLOSURE OF AGREEMENT

         Section  8.01  Disclosure  of  Agreement.  Except  as  agreed to by the
parties,  neither  Agouron nor Roche shall release any  information to any third
party  with  respect  to any of the terms of this  Agreement  without  the prior
written consent of the other,  which consent will not  unreasonably be withheld.
This prohibition  includes,  but is not limited to, press releases,  educational
and  scientific  conferences,  promotional  materials and  discussions  with the
media. If a party  determines that it is required by law to release  information
to any third party  regarding the terms of this  Agreement,  it shall notify the
other party of this fact prior to releasing the  information.  The notice to the
other party shall include the text of the information  proposed for release. The
other party shall have the right to confer with the  notifying  party  regarding
the necessity for the  disclosure and the text of the  information  proposed for
release.  Notwithstanding  the preceding,  Roche and Agouron shall each have the
right to disclose  the terms of this  Agreement  to persons it proposes to enter
into business relationships with, if such persons are subject to confidentiality
and use  obligations  equivalent  to those  applicable to the  disclosing  party
hereunder.

                        ARTICLE IX - GENERAL PROVISIONS

         Section 9.01 No Implied Licenses. Only the licenses granted pursuant to
the express terms of this Agreement  shall be of any legal force and effect.  No
license rights shall be created by implication or estoppel.

                                       43
<PAGE>

         Section  9.02 No Waiver.  Any  failure by a party to enforce  any right
which it may have  hereunder  in any  instance  shall not be deemed to waive any
right which it or the other party may have in any other instance with respect to
any provision of this  Agreement,  including the provision  which such party has
failed to enforce.

         Section  9.03  Severability;  Government  Acts.  In the event  that any
provision of this  Agreement is judicially  determined to be  unenforceable,  in
part or in whole,  with regard to any or all of the countries in the  Territory,
the  remaining  provisions  or  portions  of this  Agreement  shall be valid and
binding to the  fullest  extent  possible,  and the  parties  shall  endeavor to
negotiate  additional  terms,  as  feasible,  in a timely  manner so as to fully
effectuate  the  original  intent of the  parties to the extent  possible in the
applicable countries.  In the event that any act, regulation,  directive, or law
of a  country,  including  its  departments,  agencies  or courts,  should  make
impossible or prohibit, restrain, modify or limit any material act or obligation
of a  party  under  this  Agreement  and,  if any  party  to this  Agreement  is
materially  adversely affected thereby,  the parties shall attempt in good faith
to  negotiate a lawful and  enforceable  modification  to this  Agreement  which
substantially  eliminates the material adverse effect;  provided,  that, failing
any  agreement in that regard,  the party who is materially  adversely  affected
shall have the right,  at its option,  to suspend or terminate this Agreement as
to such country.

         Section 9.04 Ambiguities.  Ambiguities, if any, in this Agreement shall
not be construed against any party, irrespective of which party may be deemed to
have authored the ambiguous provision.

         Section  9.05  Notification  of  Authorities.  After  execution of this
Agreement,  to the extent  required by law,  Agouron,  after  consultation  with
Roche, shall notify the appropriate United States authorities about the terms of
this  Agreement and Roche,  after  consultation  with Agouron,  shall notify the
appropriate  European and other  authorities  about the terms of this Agreement.
The parties  shall keep each other fully  advised of the status and  progress of
the notification procedures.

         Section  9.06 No  Agency.  Agouron  and Roche  shall have the status of
independent contractors under this Agreement and nothing in this Agreement shall
be  construed  as an  authorization  of  either  party to act as an agent of the
other.

         Section 9.07 Captions;  Number;  Official Language. The captions of the
Articles  and  Sections  of this  Agreement  are  for  general  information  and
reference  only, and this Agreement  shall not be construed by reference to such
captions.  Where applicable in this Agreement,  the singular includes the plural
and vice  versa.  To the extent  appropriate,  the  meaning of terms whose first
letters  are  capitalized,  but which are  variations  of terms that are defined
elsewhere  in this  Agreement,  shall each have the same  meaning as the defined
term (e.g.,  "Co-Promoting" and "Co-Promotional"  shall have the same meaning as
the defined term "Co-Promote," to the extent appropriate).  English shall be the
official  language of this  Agreement  and any license  agreement  provided  for
hereunder,  and all communications between the parties hereto shall be conducted
in that language.

         Section 9.08 Force  Majeure.  Neither party shall be responsible to the
other party for any failure,  delay or interruption in the performance of any of
its obligations  under this 

                                       44
<PAGE>

Agreement if such failure,  delay or  interruption  is caused by any act of God,
earthquake,  fire, casualty,  flood, war, epidemic, riot,  insurrection,  or any
act, exercise,  assertion or requirement of a governmental  authority,  or other
cause beyond the reasonable  control of the party affected if the party affected
shall  have used its best  efforts  to avoid such  occurrence.  If either  party
believes that the  performance  of any of its  obligations  under this Agreement
will be delayed or  interrupted as a result of any of the reasons stated in this
Section 9.08 and provided such party is able to do so, such party shall promptly
notify the other party of such delay or interruption and the cause therefor, and
shall provide such other party with its estimate of when the  performance of its
obligations will  recommence.  When the party affected is able to recommence the
performance  of  obligations  delayed or  interrupted  as a result of any of the
reasons  stated in this  Section  9.08,  it shall so notify the other party and,
except as otherwise  provided in this  Agreement,  it shall promptly  resume the
performance of such obligations.

         Section 9.09  Amendment.  This  Agreement,  including the  Attachments,
Exhibits,  Schedules  and  Appendices,  constitutes  the full  agreement  of the
parties with respect to the subject matter of this Agreement,  and  incorporates
any prior  discussions  between them with respect to such subject matter. In the
event of any inconsistency between this Agreement and the LOI, including Exhibit
A  thereto,  the  terms of this  Agreement  shall  govern  the  development  and
commercialization of Products. This Agreement, including the attachments hereto,
shall  not  be  amended,  supplemented  or  otherwise  modified,  except  by  an
instrument in writing signed by duly authorized officers of the parties.

         Section 9.10  Applicable Law. This Agreement shall be construed and the
rights of the parties shall be  determined  in  accordance  with the laws of the
United States and the State of California, without regard to its conflict of law
provisions.

         Section  9.11  Notices.  Any notice  required or  permitted to be given
under this Agreement shall be in writing and shall be given in person, delivered
by recognized overnight delivery service,  sent by mail (certified or registered
or air mail for addresses  outside of the  continental  U.S.), or by telefax (or
other similar means of electronic communication),  whose receipt is confirmed by
confirming  telefax,  and  addressed,  in the  case  of  Agouron,  to  the  Vice
President,  Commercial Affairs (with a copy to the Legal Department) and, in the
case of  Roche,  to the Head of the  Pharma  Division  (with a copy to the Legal
Department),  at the addresses shown at the beginning of this Agreement, or such
other  person  and/or  address  as may have been  furnished  in  writing  to the
notifying party in accordance  with the provisions of this Section 9.11.  Except
as otherwise  provided  herein,  any notice shall be deemed  delivered  upon the
earlier of: (i) actual  receipt;  (ii) two (2) business  days after  delivery to
such recognized  overnight delivery service;  (iii) five (5) business days after
deposit in the mail; or (iv) the date of receipt of the confirming telefax.

         Section 9.12  Assignment.  This  Agreement  shall not be  assignable by
either party,  except to an Affiliate,  without the prior written consent of the
other party,  which consent may be withheld at the sole  discretion of the other
party. Any such assignment  without the prior written consent of the other party
shall be void.  If this  Agreement is assigned to an  Affiliate,  the  assigning
party shall still be responsible  for all of the  obligations  specified in this
Agreement with respect to the assigning party. Notwithstanding the preceding, in
the event of: (i) a sale or transfer of all or  substantially  all of assignor's
assets;  or (ii) the merger or  consolidation  of 

                                       45
<PAGE>

assignor  with  another  company,  this  Agreement  shall be  assignable  to the
transferee or successor company.

         Section 9.13      Succession.  This Agreement shall be binding upon all
successors in interest,  assigns,  trustees and other legal representatives of 
the parties.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
triplicate originals, by their respective officers thereunto duly authorized, as
of the day and year hereinabove written.

F. HOFFMANN-LA ROCHE LTD                    AGOURON PHARMACEUTICALS, INC.


By:      /s/ W. Henrich                     By:      /s/ Gary Friedman, Esq.
Name:    W. Henrich                         Name:    Gary Friedman, Esq.
Title:   Senior Vice President              Title:   V. P. & General Counsel

By:      /s/ J.T. Arnold                    By:      /s/ R. Kent Snyder
Name:    J.T. Arnold                        Name:    R. Kent Snyder
Title:   Authorized Signatory               Title:   V.P., Commercial Affairs


HOFFMANN-LA ROCHE INC.


By:      /s/ Stephen G. Sudouan
Name:    Stephen G. Sudouan
Title:   Sr. V.P., Pharmaceuticals

By:      /s/ William H. Epstein
Name:    William H. Epstein
Title:   Assistant Secretary


                                       46
<PAGE>

                                   SCHEDULE 1

                              AGOURON PATENT RIGHTS

*

                                      S1-1
<PAGE>

                                   SCHEDULE 2

                         AGOURON PATENT RIGHTS COMPOUNDS

The following is a partial list of chemical  compounds  included  within Agouron
Patent Rights:

                            AGOURON COMPOUND NUMBERS*

                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *
                                    *


*        Parenthetical numbers reference patent application numbers covering the
         compound.


                                      S2-1
<PAGE>

                                   SCHEDULE 3

                         SECTION 7.01(c) EXCLUSION LIST

*


1.       *



2.       *


3.       *



                                      S3-1
<PAGE>




                                    EXHIBIT 1

                INITIAL DEVELOPMENT PLAN FOR DEVELOPMENT PROGRAM


*



*




*



*





*





*





*



*

                                       E1-1
<PAGE>


                            SCHEDULE ONE TO EXHIBIT 1
                        AG3340 STRATEGIC DEVELOPMENT PLAN

*

                                    E1-S1-1
<PAGE>



                                    EXHIBIT 2

               INITIAL DEVELOPMENT BUDGET FOR DEVELOPMENT PROGRAM

*

                                      E2-1
<PAGE>


                                    EXHIBIT 2

               INITIAL DEVELOPMENT BUDGET FOR DEVELOPMENT PROGRAM

*

                                      E2-2
<PAGE>



                                  ATTACHMENT 1

                 DEVELOPMENT COSTS AND REIMBURSEMENT PROCEDURES

The purpose of this Attachment is to define  Development  Costs, and to describe
and define a methodology to fund and reimburse such Development Costs.

                                DEVELOPMENT COSTS

Development Costs means the costs of *
                                                                       
specifically  incurred to further the  Development  Program.  The calculation of
Development Costs shall take into consideration the following:

1.       The cost of development personnel charging the Development Program 
         shall be calculated using a *
                                                     Aggregate *               
         shall be calculated by applying an agreed to *

                            shall include the *
                                     Such  costs  would  include,   but  not  be
         limited to, the following:
         *

                                                                       
         does not include any of the direct charges included in Paragraph 2
         below.  *   charging
         the Development Program shall generally include staff from the 
         following disciplines:  *

                      Both parties shall utilize the same *       on a *
         The initial *
                   for the *
                             This *  shall be *
                                                                               
         Such adjusted rate may be compared to Agouron's anticipated *
         To the extent there are any significant  differences,  the parties
         shall discuss the need for any revisions to such rate.

2.       Third party costs shall  consist of  specifically  identifiable  
         contract  services or  materials  which are  necessary  to  supplement
         the  development capabilities  of either  Roche or Agouron,  or  
         otherwise  required in the  Development  Program.  Such costs shall  
         include,  but not be limited to, the following costs and services:  *



                                      A1-1
<PAGE>




                                                              All such third 
         party costs shall be charged to the  Development  Program when  
         incurred.  Patent and Trademark costs shall not be included in 
         Development Costs and shall be identified and billed separately.

                                  REIMBURSEMENT

Estimated Development Costs shall be *......                                    
and comply with the following terms and conditions:

1.       *                                                Agouron shall invoice 
         Roche for 80% of its estimated  Development  Costs for such quarter, 
         and Roche shall invoice Agouron for 20% of its estimated Development 
         Costs for such quarter.  Such estimated Development Costs *


                         as such  development  budget  is  revised  and  updated
         pursuant to the provisions of Section 4.02(f).  A party's share of 
         Development Costs in a *


2.       *
                  during which the parties have incurred Development Costs, each
         party  shall  furnish  and  deliver to the other  party a full and true
         accounting of its Development  Costs for such semi-annual  period.  The
         reporting party's  Development Costs for such semi-annual  period shall
         be  reviewed  and signed by an  appropriate  financial  employee of the
         reporting party.

3.       *








4.       If a party in good faith disputes the correctness of a portion of the 
         other party's accounting, the party *

                                                                     The parties
         agree to use their best faith efforts to resolve any disputes  
         concerning  the correctness of Development Costs as soon as possible.

                                       A1-2
<PAGE>

5.       Any  payments  due  pursuant to the terms of Section  5.02 that are not
         paid on or before the date such payments are due shall bear interest at
         the lower of: (i) the average one month London Interbank Offered Rates,
         as reported by Datastream from time to time, plus 100 basis points;  or
         (ii) the highest interest rate permitted by applicable law,  calculated
         on the number of days in each month that such payment is delinquent.

6.       Development  Costs invoices  shall be stated in United States  dollars.
         Payment of  Development  Costs shall be made in United States  dollars.
         Any Development  Costs which are incurred  outside of the United States
         shall be  converted  to United  States  dollars  using  the  procedures
         described in Section 5.05.

                                      A1-3
<PAGE>


                           SCHEDULE 1 TO ATTACHMENT 1

                                 AGOURON / ROCHE
                        DEVELOPMENT PROGRAM EXPENDITURES
                                        *

<TABLE>
<CAPTION>

INTERNAL STAFF COSTS:
                                                       Current Period              Cumulative
<S>                                                     <C>                      <C>    

*                                                         $ x.xx                  $ y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
                                                           -----                   -----

*                                                         xxx.xx                  yyy.yy

*                                                           x.xx

*                                                       $ xxx.xx                $ yyy.yy
                                                        --------                --------


OUTSIDE SERVICES:
                                                       Current Period              Cumulative

         *                                                $ x.xx                  $ y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
         *                                                  x.xx                    y.yy
                                                           -----                   -----

Total Outside Services $ xxx.xx                         $ yyy.yy
                       --------                         --------


TOTAL DEVELOPMENT COSTS                               $ x,xxx.xx              $ y,yyy.yy
                                                      ==========              ==========

<FN>
NOTE:         To the extent practicable, actual costs shall be presented in the same detail as that shown in the summary Development
              Program budget in Exhibit 2.
</FN>
</TABLE>
                                                                       A1-S1-1
<PAGE>


                           SCHEDULE 2 TO ATTACHMENT 1

                        AGOURON DEVELOPMENT COST INVOICE
                                 MONTH 1X, 199X


<TABLE>
<CAPTION>
*                                                  *                                              Total
<S>                                                <C>                                          <C>    
 
1.       *                                         $                                            $
                                                   ===========                                  =========

2.       *
                                                   $                                            $



*                                                  *                       *                      Total

3.       *                                         $                       $                    $
                                                   ===========             ==========           =========

4.       *                                         $                       $                    $
                                                   ===========             ==========           =========

5.       *                                         $                       $                    $
                                                   ===========             ==========           =========

6.       *
         *                                         $                       $                    $
                                                   ===========             ==========           =========



*                                                  $                       $                    $
                                                   ===========             ==========           =========


-----------
1 *
2 *

</TABLE>
                                    A1-S2-1
<PAGE>



                           SCHEDULE 2 TO ATTACHMENT 1

                        AGOURON DEVELOPMENT COST INVOICE
                                        *


<TABLE>
<CAPTION>
*                                                  *                                              Total
<S>                                                <C>                                          <C>    
 
1.       *                                         $                                            $
                                                   ===========                                  =========

2.       *
                                                   $                                            $



*                                                  *                       *                      Total

3.       *                                         $                       $                    $
                                                   ===========             ==========           =========

4.       *                                         $                       $                    $
                                                   ===========             ==========           =========

5.       *                                         $                       $                    $
                                                   ===========             ==========           =========

6.       *
         *                                         $                       $                    $
                                                   ===========             ==========           =========



*                                                  $                       $                    $
                                                   ===========             ==========           =========


-----------
1 *
2 *
</TABLE>
                                    A1-S2-2
<PAGE>



                                  ATTACHMENT 2

                          ACCOUNTING TERMS/DEFINITIONS

All of the accounting  terms used in this Attachment 2, if identified by the use
of capitalization of the first letter of each word, shall have the same meanings
described in the Definitions Section below.

                 ACCOUNTING TERMS AND PROFIT SHARING METHODOLOGY

Profits and Losses  earned or incurred  during the fiscal year of the  Marketing
Company from the sales of Products  arising out of the  Development  Program for
cancer  indications in countries located in the North American  Territory and/or
the  European  Co-Promotion  Countries  shall be  shared by the  parties  if the
parties  are  Co-Promoting  Products  in such  countries.  The  purpose  of this
Attachment  2 is to describe and define the  methodologies  used to achieve such
sharing of Profits and Losses.

The Marketing Company shall be responsible for the *








Profits and Losses resulting from North American  Territory sales and from sales
in the European  Co-Promotion  Countries  shall be  calculated  in United States
dollars.  Payment  of  Profits  generated  by  the  Co-Promotion  of a  Product,
Allowable  Expenses  and  remittance  of Losses  shall be made in United  States
dollars.  The conversion of non-United States dollar currencies to United States
dollars shall be made in  accordance  with the  procedures  set forth in Section
5.05.

The Global Joint Finance  Committee (or a local project team  established by the
Global Joint Finance Committee) shall, for each Co-Promotion Country, *



Allowable Expenses will be charged to the Product *



                                      A2-1
<PAGE>

                                   DEFINITIONS

1.       "Adjusted Gross Sales" shall have the meaning set forth in Section 
         1.22.

2.       "Allowable Expenses" shall include the following internal and external 
         expenses incurred in the commercialization of Products: *







3.       "Cost of Goods Sold" shall mean the *

















4.       "Distribution Expenses," with the exception of *












                                      A2-2
<PAGE>

5.       "General and Administrative Expenses," *


















6.       "Marketing, Advertising and Education Expenses" shall mean the *












         (a)      *










                                      A2-3
<PAGE>

         (b)      *















         (c)      *






7.       "Premarketing Expenses" shall mean those *






8.       "Profits and Losses" *





         (a)      *


         (b)      *


9.       "Selling and Promotion Expenses" shall mean the *



                                      A2-4
<PAGE>



         (a)      *


























         (b)      *









10.      *






                                      A2-5
<PAGE>

                                  ATTACHMENT 3

                      PRODUCT MANUFACTURING SPECIFICATIONS



      THE TERMS OF THE PRODUCT MANUFACTURING SPECIFICATIONS WILL BE AGREED
                 UPON BY THE PARTIES PRIOR TO COMMERCIALIZATION



                                      A3-1
<PAGE>

                                  ATTACHMENT 4

                           TRADEMARK LICENSE AGREEMENT

This  Trademark  License,  effective  as of June 19,  1996,  is between  Agouron
Pharmaceuticals,  Inc., a corporation duly organized and existing under the laws
of the state of California,  having a principal place of business at 10350 North
Torrey Pines Road, La Jolla,  California,  United States of America (hereinafter
referred to as "Agouron,"  the first  party),  and F.  Hoffmann-La  Roche Ltd, a
corporation duly organized and existing under the laws of Switzerland,  having a
principal place of business at CH-4002-Basel, Switzerland, and Hoffmann-La Roche
Inc., a corporation  duly  organized and existing under the laws of the state of
New Jersey,  having a  principal  place of  business  at 340  Kingsland  Street,
Nutley, New Jersey, United States of America (hereinafter  collectively referred
to as "Roche," the second  party).  Agouron and Roche are sometimes  hereinafter
each referred to as a party (collectively "parties") to this Trademark License.

(Terms containing an initial capitalized letter,  except as explicitly otherwise
indicated,  shall  have the  meanings  stated in the D&L  Agreement,  as defined
below.)

                                   BACKGROUND

Agouron and Roche entered into an AG3340 Development and License Agreement dated
June 19,  1996.  The AG3340  Development  and  License  Agreement,  as now or as
subsequently amended, is hereinafter referred to as the "D&L Agreement."

The parties  have  conducted  collaborative  development  and  commercialization
activities for the cancer inhibitor known as "AG3340"

         *


pursuant to the terms of the D&L Agreement.

The D&L Agreement provides that a form trademark license shall be agreed upon by
the parties and attached to the D&L Agreement as Attachment 4. The D&L Agreement
also contains the following  provisions  concerning ownership and utilization of
Trademarks:

                  Section 1.34  "Trademark(s)"Section1.34Trademark(s)""2"  means
         any trademark  selected and owned by a party and registered (or applied
         for)  by  such  party,  its  Affiliate(s)  and  sublicensee(s)  in  the
         Territory  for use in connection  with the  marketing of Products.  The
         definition  of  Trademark(s)  shall not refer to trade  names used by a
         party to designate the name of such party.

                                      A4-1
<PAGE>

                  Section 2.01      License Grants. . . .

                                      * * *

                  (k)     *

















                  Section 3.03      Trademarks.  *



















                                      A4-2
<PAGE>








         Section 4.03     Marketing. . . .

                                      * * *

         (g)     It is the intent of the parties that *
                                                                                
arising  out of the  Development  Program  for cancer  indications
         wherever possible throughout the Territory.  The parties acknowledge *
                                                                                
arising out of the  Development  Program  for cancer  indications
         wherever possible.

One or both of the parties is the  owner(s)  of the  ___________  Trademark,  in
certain countries of the Territory.

The parties intend to use the _____________ Trademark,  including its associated
non-English translations (hereinafter collectively referred to as the "_________
Trademark"),  only in  connection  with  the  marketing  of  AG3340  for  cancer
indications.

NOW THEREFORE, in accordance with the provisions of the D&L Agreement,  for good
and valuable consideration, the parties agree as follows:

                                TRADEMARK LICENSE

          1. Under the provisions of the D&L Agreement, as more specifically set
         forth above,  each party granted to the other party, its Affiliates and
         sublicensees  a  non-exclusive   right  to  use  the  granting  party's
         Trademark(s)  in the Territory in the marketing of the Compound  and/or
         Products arising out of the Development Program.

2.       Products marketed using the ________  Trademark shall be manufactured 
         strictly in accordance with applicable  governmental  statutes,  
         regulations or directives.

3.       The licensed user of the ________ Trademark shall comply with all 
         applicable governmental statutes, regulations or directives.

4.       The licensed user of the ________  Trademark shall not use the ________
         Trademark  in a manner  which is  deceptive,  or which  would bring the
         ________  Trademark,  the Product or the other party,  into  disrepute.
         Each party shall use the ________  Trademark,  

                                      A4-3
<PAGE>

         including its associated non-English translations, *




5.       Pursuant to the terms of the D&L  Agreement,  Agouron and Roche shall 
         share  obligations  and  responsibilities  related to  Trademark(s).  
         Provided a party fulfills its obligations and responsibilities related
         to Trademark(s), and subject to the terms of the D&L Agreement, *



6.       Each party shall,  upon  learning  thereof,  promptly  notify the other
         party in writing of any  infringement  by a third party of the parties'
         rights in the  ________  Trademark,  or of any claim or suit by a third
         party that the use of the  ________  Trademark  infringes  or otherwise
         violates the rights of a third party.  The parties  shall  cooperate in
         taking  commercially  reasonable  legal actions to protect the parties'
         rights in the ________  Trademark  and/or to contest a claim by a third
         party that the use of the  ________  Trademark  infringes  or otherwise
         violates any rights of a third party. *





7.       Only  the  licenses  granted  pursuant  to the  express  terms  of this
         Trademark License and the D&L Agreement shall be of any legal force and
         effect. No license rights shall be created by implication or estoppel.

8.       This Trademark License shall terminate in accordance with the 
         provisions of the D&L Agreement.

9.       Any  failure  by either  party to enforce  any right  which it may have
         hereunder in any instance  shall not be deemed to waive any right which
         it or the other party may have in any other  instance  with  respect to
         any provisions of this Trademark License, including the provision which
         such party has failed to enforce.

10.      In the event that any provision of this Trademark License is judicially
         determined  to be  unenforceable,  in whole or in part,  the  remaining
         provisions  or  portions  thereof  shall be valid  and  binding  to the
         fullest  extent  possible,  and the parties shall endeavor to negotiate
         additional  terms,  as  feasible,  in a  timely  manner  so as to fully
         effectuate the original intent of the parties,  to the extent possible.
         Ambiguities,  if any, in this Trademark  License shall not be construed
         against  any party,  irrespective  of which party may be deemed to have
         authored the ambiguous provision.

                                      A4-4
<PAGE>

11.      This  Trademark  License  and the D&L  Agreement  constitute  the  full
         agreement  of the parties  with  respect to the subject  matter of this
         Trademark License,  and incorporate any prior discussions  between them
         with respect to such subject matter.  This Trademark  License shall not
         be amended, supplemented or otherwise modified, except by an instrument
         in writing signed by a duly authorized officer of each party.

12.      If there is a conflict between the terms of this Trademark License and 
         the D&L Agreement, the terms of the D&L Agreement shall control.

13.      This  Trademark  License  shall be  construed,  and the  rights  of the
         parties shall be determined,  in accordance  with the laws of the state
         of California and the United States,  without regard to conflict of law
         provisions.

14.      Any notice  required or permitted to be given under this Trademark  
         License shall be in writing and shall be given in person,  delivered by
         recognized express delivery service,  sent by mail (certified or 
         registered,  or air mail for addresses outside of the continental 
         U.S.), or by telefax (or other similar means of electronic  
         communication)  whose receipt is confirmed by confirming  telefax,  and
         addressed,  in the case of Agouron,  to the Vice President,  Commercial
         Affairs (with a copy to the Legal  Department)  and, in the case of 
         Roche,  to the Head of the Pharma Division (with a copy to the Legal  
         Department) at the respective  addresses shown at the beginning of the 
         D&L Agreement,  or such other person and/or address as may have been
         furnished in writing to the notifying party in accordance  with the 
         provisions of this  paragraph.  Except as otherwise  provided  herein, 
         any notice shall be deemed  delivered  upon the earlier of:  (i) actual
         receipt;  (ii) two (2) business  days after  delivery to a recognized  
         express  delivery service; (iii) five (5) business days after deposit 
         in the mail; or (iv) the date of receipt of the confirming telefax.

15.      This Trademark License shall be binding upon all successors in 
         interest, assigns, trustees and other legal representatives of the 
         parties.

                                      A4-5
<PAGE>

IN WITNESS WHEREOF,  the parties hereto have executed this Trademark License, in
triplicate originals,  by their respective officers thereunto duly authorized as
of the day and year hereinabove written.

F. HOFFMANN-LA ROCHE LTD                 AGOURON PHARMACEUTICALS, INC.


By:                                      By:
Name:                                    Name:
Title:                                   Title:

By:                                      By:
Name:                                    Name:
Title:                                   Title:


HOFFMANN-LA ROCHE INC.


By:
Name:
Title:

By:
Name:
Title:


                                      A4-6