Agreement - Leland Stanford Junior University and Transgenomic Inc.


                                    AGREEMENT

Effective as of August 20, 1997 ("Effective Date"), THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws
of the State of California ("STANFORD"), and TRANSGENOMIC, INC., a Delaware
corporation having a principal place of business at 5600 South 42nd Street,
Omaha, Nebraska 68107 ("LICENSEE"), agree as follows:

1.  BACKGROUND

1.1      STANFORD has an assignment of "Detection of DNA Heteroduplices by
         Denaturing High Performance Liquid Chromatography" from the laboratory
         of Dr. Peter Oefner and Dr. Peter Underhill, as described in Stanford
         Docket S95-024, ("Invention(s)") and any Licensed Patent(s), as
         hereinafter defined.

1.2      STANFORD desires to have the Invention(s) perfected and marketed at the
         earliest possible time in order that products resulting therefrom may
         be available for public use and benefit.

1.3      LICENSEE desires a license under said Invention(s) and Licensed
         Patent(s) for commercialization of this technology.

1.4      The Invention(s) were made in the course of research supported by the
         National Institutes of Health.

2. DEFINITIONS 

2.1      "Invention(s)" means any invention disclosed in Stanford Docket
         S95-024.




2.2      "Licensed Patent(s)" means STANFORD's U.S. Patent Application, Serial
         Number 512,681 filed August 8, 1995 and any divisions, continuations,
         continuations-in-part, reexaminations or reissues of any such patent
         applications or patents.

2.3      "Licensed Field of Use" is for the detection of nucleic acid
         heteroduplex molecules. 

3. GRANT 

3.1      STANFORD hereby grants and LICENSEE hereby accepts a non-exclusive
         license to the Invention(s) and to the Licensed Patents in the Licensed
         Field of Use.

3.2      Said license of Paragraph 3.1 shall commence on August 20, 1997 and
         continue until expiration of the last to expire of Licensed Patent(s).

3.3      STANFORD acknowledges that future inventions and discoveries relating
         to this technology may be useful to LICENSEE in its development and/or
         commercialization process. Subject to STANFORD's obligations to
         sponsored research, STANFORD will, as soon as practicable, bring any
         such new invention and discovery related to this technology to
         LICENSEE's attention and provide LICENSEE a reasonable opportunity to
         negotiate a license therefor.

4.  GOVERNMENT RIGHTS

This Agreement is subject to all of the terms and conditions of Title 35 United
States Code Sections 200 through 204, and LICENSEE agrees to take all reasonable
action necessary on its part as licensee to enable STANFORD to satisfy its
obligation thereunder, relating to Invention(s). 




5. REPORTS 

PROGRESS REPORT -- On or before August 25 of each year, beginning August 25,
1998, during the term of the Agreement, LICENSEE shall make a written annual
report to STANFORD covering the preceding year ending July 31, regarding the
progress of LICENSEE toward commercial use of the Invention(s) and Licensed
Patent(s). Such report shall include, as a minimum, information sufficient to
enable STANFORD to satisfy reporting requirements of the U.S. Government and for
STANFORD to ascertain progress by LICENSEE toward commercializing the
Invention(s) and Licensed Patent(s).

6. ROYALTIES 

6.1      LICENSEE agrees to pay to STANFORD a nonrefundable license issue
         royalty of ** upon signing this Agreement. Such payment is due August
         25, 1997.

6.2      On August 25, 1998 and each August 25 thereafter, LICENSEE agrees to
         pay to STANFORD annual royalty payments of ** each year.

6.3      LICENSEE will also pay to STANFORD a one time, nonrefundable patent
         issue royalty of ** after the issuance of a Licensed Patent(s). Such
         payment is due within thirty (30) days after notification from
         STANFORD.

7.  NEGATION OF WARRANTIES

7.1      Nothing in this Agreement is or shall be construed as:

                  (a)      A warranty or representation by STANFORD as to the
                           validity or scope of any Licensed Patent(s);

                  (b)      A warranty or representation that anything made,
                           used, sold, or otherwise disposed of under any
                           license granted in this Agreement is or will be free
                           from infringement of patents, copyrights, and other
                           rights of third parties;



                  (c)      An obligation to bring or prosecute actions or suits
                           against third parties for infringement; or

                  (d)      Granting by implication, estoppel, or otherwise any
                           licenses or rights under patents or other rights of
                           STANFORD or other persons other than to the
                           Invention(s) and Licensed Patent(s), regardless of
                           whether such patents or other rights are dominant or
                           subordinate to any Licensed Patent(s).

7.2      Except as expressly set forth in this Agreement, STANFORD MAKES NO
         REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS
         OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF
         THE LICENSED PATENT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT,
         TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

7.3      LICENSEE agrees that nothing in this Agreement grants LICENSEE any 
         express or implied license or right under or to:

                  (a)      U.S. Patent No. 4,237,224, "Process for Producing
                           Biologically Functional Molecular Chimeras," U.S.
                           Patent No. 4,468,464 and U.S. Patent No. 4,740,470,
                           both entitled, "Biologically Functional Molecular
                           Chimeras" (collectively known as the Cohen/Boyer
                           patents) or reissues thereof; or

                  (b)      U.S. Patent 4,656,134 "Amplification of Eucaryotic
                           Genes" or any patent application corresponding
                           thereto.



8.  INDEMNITY

8.1      LICENSEE agrees to indemnify, hold harmless, and defend STANFORD and
         Stanford Health Services and their respective trustees, officers,
         employees, students, and agents against any and all claims for death,
         illness, personal injury, property damage, and improper business
         practices arising out of the manufacture, use, sale, or other
         disposition of Invention(s), Licensed Patent(s), or Licensed Product(s)
         by LICENSEE, or their customers.

8.2      STANFORD shall not be liable for any indirect, special, consequential,
         or other damages whatsoever, whenever grounded in tort (including
         negligence), strict liability, contract or otherwise. STANFORD shall
         not have any responsibilities or liabilities whatsoever with respect to
         Licensed Product(s).

8.3      LICENSEE shall at all times comply, through insurance or
         self-insurance, with all statutory workers' compensation and employers'
         liability requirements covering any and all employees with respect to
         activities performed under this Agreement.

8.4      In addition to the foregoing, LICENSEE shall maintain, during the term
         of this Agreement, Comprehensive General Liability Insurance, including
         Products Liability Insurance, with reputable and financially secure
         insurance carrier(s) to cover the activities of LICENSEE. Such
         insurance shall provide minimum limits of liability of Two Million
         Dollars ($2,000,000) and shall include STANFORD, Stanford Health
         Services, their trustees, directors, officers, employees, students, and
         agents as additional insureds. Such insurance shall be written to cover
         claims incurred, discovered, manifested, or made during or after the
         expiration of this Agreement. At STANFORD's request, LICENSEE shall
         furnish a Certificate of Insurance evidencing primary coverage and
         requiring thirty 




         (30) days prior written notice of cancellation or material change to
         STANFORD. LICENSEE shall advise STANFORD, in writing, that it maintains
         excess liability coverage (following form) over primary insurance for
         at least the minimum limits set forth above. All such insurance of
         LICENSEE shall be primary coverage; insurance of STANFORD or Stanford
         Health Services shall be excess and noncontributory.

9.  STANFORD NAMES AND MARKS

9.1      LICENSEE agrees not to identify STANFORD in any promotional advertising
         or other promotional materials to be disseminated to the public or any
         portion thereof or to use the name of any STANFORD faculty member,
         employee, or student or any trademark, service mark, trade name, or
         symbol of STANFORD or Stanford Health Services, or that is associated
         with either of them, without STANFORD's prior written consent.

9.2      LICENSEE with respect to sales, marketing, advertising or promotional
         materials disseminated concerning the technology covered by the
         Invention(s) and Licensed Patent(s) shall have the right to refer to
         and use the name, number(s), and owner(s) of the Invention(s) and
         Licensed Patent(s), as referred to in Paragraphs 2.1 and 2.2. LICENSEE
         may optionally use the following citation, and LICENSEE agrees when
         using said citation for sales, marketing, advertising, or promotional
         materials to use the entire citation written as follows: 

         Oefner, Peter J., and Underhill, Peter A. (1995). Comparative DNA 
         sequencing by denaturing high-performance liquid chromatography 
         (DHPLC), Am. J. Hum. Genet. 57 {Suppl.}, A266.



10.  INFRINGEMENT BY OTHERS: PROTECTION OF PATENTS

During the Non-exclusive period of this Agreement, STANFORD and LICENSEE agree
to discuss the appropriate course of action to be taken should either party be
aware of any suspected infringement of any Licensed Patent(s) by a third party.

11. SUBLICENSE(S) 

Purchasers of equipment, columns, reagents and software from
LICENSEE for use in the Licensed Field of Use shall be deemed to have an implied
license under the Licensed Patent(s) to practice the inventions thereof and
shall be free from any suit brought based on the Licensed Patent(s). Otherwise,
LICENSEE may not grant sublicense(s). 

12. TERMINATION 

12.1     LICENSEE may terminate this Agreement by giving STANFORD notice in
         writing at least thirty (30) days in advance of the effective date of
         termination selected by LICENSEE.

12.2     STANFORD may terminate this Agreement if LICENSEE:

                  (a) Is in default in payment of royalty or providing of
                      reports; 
                  (b) Is in breach of any provision hereof; or 
                  (c) Provides any false report;

         and LICENSEE fails to remedy any such default, breach, or false report
         within ninety (90) days after written notice thereof by STANFORD.

12.3     Surviving any termination are:

                  (a) Any cause of action or claim of LICENSEE or STANFORD,
                      accrued or to accrue, because of any breach or default by 
                      the other party; and 
                  (b) The provisions of Articles 7 and 8.



13.  ASSIGNMENT

This Agreement may not be assigned except to a successor in business of all or
substantially all the assets of LICENSEE.

14.  ARBITRATION

14.1     Any controversy arising under or related to this Agreement, and any
         disputed claim by either party against the other under this Agreement
         excluding any dispute relating to patent validity or infringement
         arising under this Agreement, shall be settled by arbitration in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association.

14.2     Upon request by either party, arbitration will be by a third party
         arbitrator mutually agreed upon in writing by LICENSEE and STANFORD
         within thirty (30) days of such arbitration request. Judgment upon the
         award rendered by the arbitrator shall be final and nonappealable and
         may be entered in any court having jurisdiction thereof.

14.3     The parties shall be entitled to discovery in like manner as if the
         arbitration were a civil suit in the California Superior Court. The
         Arbitrator may limit the scope, time and/or issues involved in
         discovery.

14.4     Any arbitration shall be held at Stanford, California, unless the
         parties hereto mutually agree in writing to another place.

15.  NOTICES

All notices under this Agreement shall be deemed to have been fully given when
done in writing and deposited in the United States mail, registered or
certified, and addressed as follows:



                              To STANFORD:        Office of Technology Licensing
                                                  Stanford University
                                                  900 Welch Road, Suite 350
                                                  Palo Alto, CA  94304-1850
                                                  Phone:  (650) 723-0651
                                                  Fax:    (650) 725-7295

                              Attention:          Director

                              To LICENSEE:        Transgenomic, Inc.
                                                  5600 South 42nd Street
                                                  Omaha, Nebraska  68107
                                                  Phone:  (402) 738-5480
                                                  Fax:    (402) 733-1264

                              Attention:          P. Thomas Pogge
                                                  General Counsel


Either party may change its address upon written notice to the other party.

16.  WAIVER

None of the terms of this Agreement can be waived except by the written consent
of the party waiving compliance.

17.  APPLICABLE LAW

This Agreement shall be governed by the laws of the State of California
applicable to agreements negotiated, executed and performed wholly within
California.

This Agreement constitutes the entire agreement between LICENSEE and STANFORD
and supersedes all prior communications, understandings and agreements with
respect to all matters covered in the Agreement. 





IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
originals by their duly authorized officers or representatives.


                           THE BOARD OF TRUSTEES OF THE LELAND
                           STANFORD JUNIOR UNIVERSITY

                           Signature        /s/ Katharine Ku
                                            --------------------------------
                           Name             Katharine Ku
                                            --------------------------------
                           Title            Director, Technology Licensing
                                            --------------------------------
                           Date             August 25, 1997
                                            --------------------------------

                           LICENSEE

                           Signature        /s/ Collin D'Silva
                                            --------------------------------
                           Name             Collin D'Silva
                                            --------------------------------
                           Title            Chief Executive Officer
                                            --------------------------------
                           Date             August 28, 1997
                                            --------------------------------

** Certain confidential portions of this Exhibit were omitted by means of
redacting a portion of the text indicated by two double-stricken through
asterisks "**". This Exhibit has been filed separately with the Secretary of the
Commission without the ** pursuant to the Registrant's Application Requesting
Confidential Treatment under Rule 406 of the Securities Act.