EXHIBIT 10.38

  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



                                    THYMITAQ

                        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................................................................................1
Section 1.02          Agouron Patent Rights....................................................................2
Section 1.03          Agouron Technology.......................................................................2
Section 1.04          Allowable Expenses.......................................................................2
Section 1.05          Combination Product......................................................................2
Section 1.06          Compound.................................................................................2
Section 1.07          Co-Promote...............................................................................3
Section 1.08          Control, Controlled or Controlling.......................................................3
Section 1.09          Development Costs........................................................................3
Section 1.10          Development Program......................................................................3
Section 1.11          Development Program Patent Rights........................................................4
Section 1.12          Development Program Technology...........................................................4
Section 1.13          Dossier..................................................................................4
Section 1.14          Effective Date...........................................................................4
Section 1.15          European Co-Promotion Countries..........................................................4
Section 1.16          Global Joint Development Committee.......................................................4
Section 1.17          Global Joint Finance Committee...........................................................5
Section 1.18          Global Joint Marketing Committee.........................................................5
Section 1.19          Initial Commercial Sale..................................................................5
Section 1.20          Marketing Company........................................................................5
Section 1.21          Net Sales................................................................................5
                      (a)    Adjusted Gross Sales..............................................................5
                      (b)    Net Sales.........................................................................5
Section 1.22          North American Territory.................................................................5
Section 1.23          Patent Rights............................................................................5
Section 1.24          Product..................................................................................6
Section 1.25          Profits and Losses.......................................................................6
Section 1.26          Registration.............................................................................6
Section 1.27          Roche Technology.........................................................................6
Section 1.28          Roche Territory..........................................................................6
Section 1.29          Territory................................................................................6
Section 1.30          Trade Dress..............................................................................6
Section 1.31          Trademark(s).............................................................................6
Section 1.32          United States............................................................................6


                                                                       i
<PAGE>


                                                     TABLE OF CONTENTS
                                                        (Continued)
                                                                                                           Page No.

<S>                   <C> 

ARTICLE II            COMMERCIAL RIGHTS........................................................................6

Section 2.01          License Grants...........................................................................6
Section 2.02          Non-Cancer Indications of the Compound..................................................10
Section 2.03          Diligent Efforts to Develop and Market..................................................10
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................................................13
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............................................................17
Section 4.03          Marketing...............................................................................21
Section 4.04          Supply of Compound and Product..........................................................26

ARTICLE V             LICENSE FEES, PROFIT AND LOSS SHARING AND ROYALTIES;
                      DEVELOPMENT COSTS; PREMARKETING EXPENSES;
                      GENERAL LICENSING TERMS.................................................................28

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....................................................................39
Section 6.03          Termination by Mutual Agreement.........................................................40
Section 6.04          Termination Upon Bankruptcy.............................................................40
Section 6.05          Disposition of Inventory................................................................40
Section 6.06          Effect of Termination...................................................................40


                                                                       ii
<PAGE>

                                                     TABLE OF CONTENTS
                                                        (Continued)
                                                                                                           Page No.

<S>                   <C> 

ARTICLE VII           WARRANTIES, COVENANTS; INDEMNITIES; INSURANCE;
                      DISPUTE RESOLUTION; GOVERNMENTAL APPROVALS;
                      EXPORT CONTROLS.........................................................................41

Section 7.01          Warranties and Covenants................................................................41
Section 7.02          Indemnities; Insurance..................................................................41
Section 7.03          Dispute Resolution......................................................................43
Section 7.04          Governmental Approvals..................................................................44
Section 7.05          Export Controls.........................................................................44

ARTICLE VIII          DISCLOSURE OF AGREEMENT.................................................................44

Section 8.01          Disclosure of Agreement.................................................................44

ARTICLE IX            GENERAL PROVISIONS......................................................................44

Section 9.01          No Implied Licenses.....................................................................44
Section 9.02          No Waiver...............................................................................44
Section 9.03          Severability; Government Acts...........................................................45
Section 9.04          Ambiguities.............................................................................45
Section 9.05          Notification of Authorities.............................................................45
Section 9.06          No Agency...............................................................................45
Section 9.07          Captions; Number; Official Language.....................................................45
Section 9.08          Force Majeure...........................................................................45
Section 9.09          Amendment...............................................................................46
Section 9.10          Applicable Law..........................................................................46
Section 9.11          Notices.................................................................................46
Section 9.12          Assignment..............................................................................46
Section 9.13          Succession..............................................................................47

                                                    APPENDICES

Schedule 1              Agouron Patent Rights..................................................................S1-1
Exhibit 1               Initial Development Plan for THYMITAQ Development Program..............................E1-1
                        Schedule 1      THYMITAQ Development Timeline - IV/PO...............................E1-S1-1
Exhibit 2               Initial Development Budget for THYMITAQ 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
</TABLE>
<PAGE>


         This  THYMITAQ(TM)1  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 "AG337" (sometimes referred
to herein as "THYMITAQ"), 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 THYMITAQ 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

----------
1 THYMITAQ is a trademark of Agouron  Pharmaceuticals,  Inc. and is  registered 
  in the United States and in certain other countries.
 
                                      1
<PAGE>
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 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:  *








         Section 1.03      "Agouron Technology" means *






         Section 1.04      "Allowable  Expenses"  has the  meaning  described  
in  Section  5.02 and  Schedule 1 to Attachment 2.

         Section 1.05      "Combination Product" means any *



         Section 1.06      "Compound"  means the  chemical  compound  known as  
AG337,  whose  chemical  name is as  follows:

         *







                                       2
<PAGE>











         Section 1.07      "Co-Promote" means the right of a party, subject to 
applicable law, to *







                                             Countries  where the parties are  
Co-Promoting  Products are sometimes referred to herein as "Co-Promotional 
countries."

         Section 1.08      "Control," "Controlled" or "Controlling" means *



         Section  1.09   "Development   Costs"  has  the  meaning  described  in
Attachment 1.

         Section 1.10      "Development Program" means all *













                                       3
<PAGE>



         Section 1.11      "Development Program Patent Rights" means *
















         Section 1.12      "Development Program Technology" means any *










         Section  1.13  "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 1.14 "Effective Date" means June 19, 1996.

         Section 1.15      "European Co-Promotion Countries" means *



         Section 1.16 "Global Joint  Development  Committee" has the meaning set
forth in Section 4.01.

                                       4
<PAGE>

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

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

         Section 1.19 "Initial Commercial Sale " means the first commercial sale
of a Product arising out of the Development Program *



         Section 1.20      "Marketing  Company"  means the  company  marketing  
a Product in a  country;  provided, however, that if the *





         Section  1.21 "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  1.22 "North  American  Territory"  means the United  States of
America, Canada and Mexico.

         Section 1.23      "Patent Rights" means, collectively, *

                                       5
<PAGE>

         Section 1.24      "Product" means any *



         Section 1.25      "Profits and Losses" have the meanings set forth in 
Schedule 1 to Attachment 2.
         
         Section  1.26  "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 1.27      "Roche Technology" means any *







         Section 1.28      "Roche Territory" means *


         Section 1.29      "Territory" means *

         Section  1.30  "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 1.31 "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 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 1.32 "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,  the parties,
subject to the other 

                                       6
<PAGE>

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)      *




*        (g)



         (h)      *


                                       8
<PAGE>




*        (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.

         (a) Except as provided in Section 2.02(b) and Section 4.02(o), Agouron,
in  its  sole   discretion,   shall  be  entitled  to  make,  use,  develop  and
commercialize the Compound 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)

                                       10
<PAGE>

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 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)      *







         (c)      *








         (d)      *


                                       12
<PAGE>

         (e)      *









         (f)      *

















         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

                                       13
<PAGE>

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  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, *
                                                     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   

                                       15
<PAGE>

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  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 

                                       16
<PAGE>

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
three (3) 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").

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

         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 

                                       17
<PAGE>

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 *
        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 the *


         (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, modify *
provided, however, that the Development Program shall provide, at a minimum, 
for:  (i) the *




                                                                           The 

                                       18
<PAGE>

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


                                                                    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 *

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.

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





                                       19
<PAGE>





                           a party not  responsible  for a  development  
activity may provide  advisory and support services to the other party.  *



                                                                        assigned
to such  project  teams.  Roche and Agouron shall each use its diligent  efforts
in the  development and  Registration  of Products  arising out of 
the Development Program for cancer indications in accordance with the 
Development Program.  *
                   If a party  fails  to use its  diligent  efforts  in a timely
manner in a study or other  development  activities  assigned  to it,  the other
party shall be entitled to assume  responsibility  for conducting  such study or
other development activities.

         (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 

                                       20
<PAGE>

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,  * 
in the clinical  studies aimed at achieving  Registration of
Products arising out of the Development Program for cancer indications.

         (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, in the 
Roche Territory, *
          for a Product arising out of the Development Program for cancer 
indications *
    in the North American  Territory,  the Dossier 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 * 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  

                                       21
<PAGE>

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)      *





         (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 *
                                                               arising  out of 
the  Development  Program for cancer indications wherever possible throughout 
the Territory.  The parties acknowledge their intention to *

                                       22
<PAGE>

arising out of the Development Program for cancer indications wherever possible.
The parties also acknowledge *
 with
*                                            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:

                  (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 *






                  (vi)     Agouron shall have the *



                                       23
<PAGE>


                  (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: *



                                                                               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 *
    Development Program for cancer  indications  in each of the countries in the
                North American Territory * The parties shall provide *
                                                                    Furthermore,
unless   the   parties   agree otherwise, Agouron *
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 *




                                       24
<PAGE>

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

to a Co-Promotional  country.  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)      *









         (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.

                                       25
<PAGE>

         (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.

         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. *


                                       26
<PAGE>















         (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 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.


                                       27
<PAGE>


        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  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.                                                 $   5.0

 *
                                                                          *


  *


  *                                                                       *


  *

  *                                                                       *


  *

                                                                          *


   *

                                                                          *


   *

                                                                          *


   *

                                                                          *




                  *


                                                                          *





                                            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 *

                                       28
<PAGE>

         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 
                  *

         (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 

                                       29
<PAGE>

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 *
                                    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)      *










                  then the issue  shall be  decided by  binding  arbitration  in
accordance with the provisions of Section 7.03 hereof.

         (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 to *



                                                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 *




                                                                       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 * 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), until *




                                       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, until *








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 * in such country for such  calendar  quarter;
         the  

                                       33
<PAGE>

         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 *
          for  such  country  for the  applicable  calendar  quarter  (agreed to
         by the  parties  pursuant  to the provisions of Section 4.03(i)), as *
                                      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).

                  (iii) * 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 budget  for the  applicable  calendar  
         quarter  (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 *
          





                  (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 

                                       34
<PAGE>

          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 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 its *


                  (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 

                                       35
<PAGE>

         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. *


























                                       36
<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 pursuant to Sections 2.01(a),  2.01(b), 2.01(c)
or 2.03, each party *


                                     for cancer  indications in such country on 
a  non-exclusive  basis;  provided, however, that *


         (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.

                                       37
<PAGE>

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





         (c)      *



















         (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  

                                       38
<PAGE>

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)      *































         (b)      *





                                       39
<PAGE>



         (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 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.



<PAGE>


         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.

                                       40
<PAGE>

         (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,  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.

         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,   

                                       41
<PAGE>

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.

         (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.

                                       42
<PAGE>

                  (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
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.  


                                       43
<PAGE>

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.

         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.

                                       44
<PAGE>

         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 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 

                                       45
<PAGE>

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 


                                       46
<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




                                       47
<PAGE>



                                                              
                                   SCHEDULE 1

                              AGOURON PATENT RIGHTS

*












                                      S1-1
<PAGE>



                                    EXHIBIT 1

           INITIAL DEVELOPMENT PLAN FOR THYMITAQ(TM) DEVELOPMENT PROGRAM

*





*

*



*



*

*







*


*




*


                                      E1-1
<PAGE>

*


*



*





*



*

*




*

*



*


*



*

                                      E1-2
<PAGE>

*



*


*




*


*




*

*



*

*

*

*




*


                                      E1-3
<PAGE>

*





*




*



*




*



*



*




*




*

                                      E1-4
<PAGE>

*

*




*



*


                                      E1-5
<PAGE>



                              SCHEDULE 1 TO EXHIBIT
                    THYMITAQ(TM) DEVELOPMENT TIMELINE - IV/PO

                                       *

                                    E1-S1-1
<PAGE>



                              SCHEDULE 1 TO EXHIBIT
                    THYMITAQ(TM) DEVELOPMENT TIMELINE - IV/PO

*


                                    E1-S1-2
<PAGE>




                                    EXHIBIT 2

               INITIAL DEVELOPMENT BUDGET FOR DEVELOPMENT PROGRAM


                                      E2-1
<PAGE>


                              EXHIBIT 2 (continued)

           INITIAL DEVELOPMENT BUDGET FOR THYMITAQ 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 *

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

                                                                              
         The *
         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 *                            
         basis.
         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 *

                                                                                
         shall be based on the *
         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 *



                                       A1-2
<PAGE>

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

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
<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
                                                          ----                      ----

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


*2                                                *                      *                      Total

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

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

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

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


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

----------
2 *
3 *

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


                           SCHEDULE 3 TO ATTACHMENT 1

                         ROCHE DEVELOPMENT COST INVOICE
                                        *


<TABLE>
<CAPTION>
*                                                 *                                             Total
<S>                                              <C>                                           <C>  

1.       *                                        $                                            $
                                                  ===========                                  =======

2.       *
                                                  $                                            $
                                                  ===========                                  ========


*2                                                *                      *                      Total

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

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

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

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


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


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

</TABLE>
                                    A1-S2-1
<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 *




                        The non-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 *

           For that portion of *



                                       A2-1
<PAGE>

                                   DEFINITIONS

1.       "Adjusted Gross Sales" shall have the meaning set forth in Section 
1.21.

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 *






8.       "Profits and Losses" *





         (a)      *


         (b)      *


                                       A2-4
<PAGE>

9.       "Selling and Promotion Expenses" shall mean *






         (a)      *


























         (b)      *








                                       A2-5
<PAGE>


10.      *



                                      A2-6
<PAGE>

                                  ATTACHMENT 3

                      PRODUCT MANUFACTURING SPECIFICATIONS


          THE TERMS OF THE PRODUCT MANUFACTURING SPECIFICATIONS WILL BE
                     AGREED UPON 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
its 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 a THYMITAQ(TM)  Development and License Agreement
dated June 19, 1996. The THYMITAQ  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  "AG337" * 

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 1.31  "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 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 
         their intention to *
                                                                               
         arising out of the Development  Program for cancer  indications
         wherever possible.  The parties also acknowledge *
                                                                    arising out 
         of the Development Program for cancer indications wherever possible.

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

The parties  intend to use the  THYMITAQ  Trademark,  including  its  associated
non-English translations  (hereinafter collectively referred to as the "THYMITAQ
Trademark"),  only  in  connection  with  the  marketing  of  AG337  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.

                                       A4-3
<PAGE>

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

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

4.       The licensed user of the THYMITAQ  Trademark shall not use the THYMITAQ
         Trademark  in a manner  which is  deceptive,  or which  would bring the
         THYMITAQ  Trademark,  the Product or the other party,  into  disrepute.
         Each party shall use the THYMITAQ  Trademark,  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  THYMITAQ  Trademark,  or of any claim or suit by a third
         party that the use of the  THYMITAQ  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 THYMITAQ  Trademark  and/or to contest a claim by a third
         party that the use of the  THYMITAQ  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 

                                       A4-4
<PAGE>

         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.

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