Master Services Agreement - Deltagen Inc. and Roche Bioscience Inc.


                            MASTER SERVICES AGREEMENT

         This Agreement, including all attachments hereto, (this "Agreement") is
entered into as of October 2, 1998 (the "Effective Agreement Date"), by and
between Deltagen, Inc., a Delaware corporation having an address at 1031 Bing
Street, San Carlos, California 94070, and all of its Affiliates (as defined
below) ("DELTAGEN"); and ROCHE BIOSCIENCE, A DIVISION OF SYNTEX (U.S.A.) INC., a
Delaware corporation having an address at 3401 Hillview Avenue, Palo Alto,
California 94304 (as defined below) ("ROCHE BIOSCIENCE").

         WHEREAS, DELTAGEN possesses knowledge and experience in the research
and generation of Knockout Mice (defined below); and

         WHEREAS, ROCHE BIOSCIENCE wishes to engage DELTAGEN to obtain the
benefit of such knowledge and experience with respect to projects being
conducted by ROCHE BIOSCIENCE in research, development or evaluation of various
gene sequences, pharmaceutical compounds or products of ROCHE BIOSCIENCE;

         NOW THEREFORE, in consideration of mutual covenants set forth herein,
DELTAGEN and ROCHE BIOSCIENCE (individually "Party" and collectively "Parties")
agree as follows:

1.   DEFINITIONS.

         1.1      "Affiliate" of a Party shall mean any corporation or other
business entity controlled by, controlling or under common control with, such
Party. For this purpose "control" shall mean direct or indirect beneficial
ownership of more than fifty percent (50%) of the voting or income interest in
such corporation or other business entity.

         1.2      "Budget" means the pricing and payment terms for a Knockout
Mice Project substantially in the form set forth in Attachment II attached
hereto.

         1.3      "Claim(s)"shall have the meaning set forth in Section 12.1
below.

         1.4      "Confidential Information" means with respect to a Party
hereto (the "Disclosing Party"), collectively, all technical, financial and
business information of any kind whatsoever, and all tangible and intangible
embodiments thereof of any kind whatsoever, disclosed by the Disclosing Party to
the other Party hereto (the "Receiving Party") or obtained by the Receiving
Party through observation or examination of the foregoing, but only to the
extent such information or embodiment is maintained, as confidential by the
Disclosing Party and is marked or otherwise identified as confidential when
disclosed to the Receiving Party or, in the case of information given verbally,
is identified as confidential in a written document


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provided to the Receiving Party within thirty (30) days after verbal disclosure
to the Receiving Party. For purposes of this Agreement and without limiting the
generality of the foregoing, the Data and the Study materials shall be
considered the Confidential Information of ROCHE BIOSCIENCE.

         1.5      "Data" means all data-or information generated under this
Agreement during a Knockout Mice Project * * * required to be generated,
collected or analyzed by Deltagen under a Scope of Work.

         1.6      * * *.

         1.7      "Designated Site(s)" means the site(s) designated for a
Knockout Mice Project as set forth in the applicable Scope of Work.

         1.8      "Effective Commencement Date" shall have the meaning set forth
in Section 2.3 below.

         1.9      "FDA" means the United States Food and Drug Administration.

         1.10     "Inventions" means technology, information, data, know-how,
inventions, improvements and all patent or other intellectual property rights
therein-and thereto.

         1.11     * * *.

         1.12     "Knockout Mice (Mouse) Project" means a specific project to
create, test and generate Knockout Mice under this Agreement in accordance with
the terms of a specific Scope of Work.

         1.13     "Law" means any federal, state or local law, rule, or
regulation.

         1.14     "Milestone" shall mean the milestones set forth on the Scope
of Work attached hereto.

         1.15     "Regulatory Agency" means the FDA or any other similar
governmental agency or agencies in countries other than the United States.

         1.16     "Regulatory Filing" means any form or other statement required
to be filed with any Regulatory Agency.

         1.17     "Roche Bioscience Representative" means the representative
identified in writing by ROCHE BIOSCIENCE on a Scope of Work, as such
representative may be changed from time to time


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         in writing by ROCHE BIOSCIENCE.

         1.18     * * *.

         1.19     "Scope of Work" means a work plan for a Knockout Mice Project
(or other similar document) substantially in the form attached hereto as
Attachment I which references this Agreement and is mutually agreed to in
writing by ROCHE BIOSCIENCE and DELTAGEN.

         1.20     * * *.

         1.21     "Study Materials" means any samples or materials (including
chemical or biological) provided by ROCHE BIOSCIENCE to DELTAGEN under this
Agreement for purposes of a Knockout Mice Project, including but not limited to
drugs, compounds, genes, probes, formulations and other substances.

2.   SCOPE OF WORK

         2.1      INDIVIDUAL KNOCKOUT MICE PROJECTS. If ROCHE BIOSCIENCE wishes
DELTAGEN to perform a Knockout Mice Project under this Agreement, ROCHE
BIOSCIENCE and DELTAGEN shall meet and attempt to reach mutual-agreement upon a
Scope of Work for such Knockout Mice Project, including the applicable technical
specifications, budget and a time schedule for such Knockout Mice Project to be
performed pursuant to Attachments I and II. ROCHE BIOSCIENCE shall initiate a
request for a Scope of Work by notifying DELTAGEN in writing and providing a
description of the particular Knockout Mice Project requested. DELTAGEN shall
evaluate each such request to determine whether such Knockout Mice Project is
feasible, if it is otherwise acceptable to DELTAGEN or if DELTAGEN requires
modifications thereto. If such a Knockout Mice Project, in DELTAGEN's
commercially reasonable discretion, is not feasible or is not otherwise
acceptable to DELTAGEN, DELTAGEN shall have the right (without penalty) to
decline to undertake such Knockout Mice Project. The terms of this Agreement,
the Scope of Work and the Budget shall form the entire agreement of the Parties
with respect to each Knockout Mice Project.

         2.2      INITIATION OF KNOCKOUT MICE PROJECTS. Prior to DELTAGEN's
initiation of each Knockout Mice Project, ROCHE BIOSCIENCE shall:

                  2.2.1    Identify to DELTAGEN in writing each Knockout Mice 
Project to be initiated and agree with DELTAGEN upon the Scope of Work for such
Knockout Mice Project;

                  2.2.2    Disclose in writing to DELTAGEN all * * * in the
possession of or freely available (without restriction) to


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                  ROCHE BIOSCIENCE that is reasonably necessary or useful for
DELTAGEN to * * * to complete Milestones 1 and 2 under this Agreement with
respect to each Knockout Mice Project.

                  2.2.3    Consult with and agree with DELTAGEN regarding * * *;

                  2.2.4    Transfer to DELTAGEN any * * * licensed (without
restriction or cost), owned by or freely available (without restriction) to
ROCHE BIOSCIENCE that may be suitable for * * *; and

                  2.2.5    Identify and notify DELTAGEN in writing of the
specifications (including the specific gene sequence) for each Knockout Mice
Project for which DELTAGEN is requested by ROCHE BIOSCIENCE to produce Knockout
Mice.

         2.3      COMMENCEMENT OF KNOCKOUT MICE PROJECT. Each Knockout Mice
Project conducted hereunder shall commence fifteen (15) days after written
agreement by both parties on a Scope of Work and DELTAGEN's receipt from ROCHE
BIOSCIENCE of all information and materials set forth in Section 2.2 relating to
such Knockout Mice project (the "Effective Commencement Date"). ROCHE BIOSCIENCE
shall be solely responsible for identifying and notifying DELTAGEN in writing of
the specific gene sequence for each Knockout Mice Project.

         2.4      PERFORMANCE. DELTAGEN shall use its commercially reasonable
efforts to perform its obligations under this Agreement, PROVIDED THAT, ROCHE
BIOSCIENCE acknowledges and agrees that the performance of the Knockout Mice
Projects involves a number of technologically complex steps and that any time
periods for performance are reasonable estimates only and may be subject to
change due to potential technological difficulties encountered. DELTAGEN shall
notify ROCHE BIOSCIENCE of any such technical difficulties as soon as reasonably
practicable after such difficulties are encountered and the parties shall
discuss in good faith methods to resolve such technical difficulties in a
reasonable manner. Except as otherwise set forth in this Agreement, if DELTAGEN
is unable to complete a Milestone under any Scope of Work for a Knockout Mice
Project within the estimated times set forth in the Scope of Work, ROCHE
BIOSCIENCE shall have the right to terminate such Knockout Mice Project as set
forth in Section 11.4.1.

         2.5      COMPLETION OF KNOCKOUT MICE PROJECT. Each Knockout Mice
Project shall be deemed complete upon DELTAGEN's completion of Milestone 3 on
Attachment I for each such Knockout Mice Project ,and DELTAGEN's delivery of at
least * * * for a minimum of * * * and ROCHE BIOSCIENCE's confirmation of * * *.


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         2.6      Design by Deltagen. DELTAGEN shall use reasonable efforts to
design, as technically practical, * * * and to generate Knockout Mice under each
Knockout Mice Project according to the specifications of ROCHE BIOSCIENCE as set
forth in Section 2.2 above.

         2.7      ADHERENCE TO SCOPE OF WORK. DELTAGEN shall perform those
activities described in the Scope of Work for each Knockout Mice Project at the
Designated Site, and shall comply with all the terms and requirements of both
this Agreement and the applicable Scope of Work. Neither Party shall change or
deviate from a Scope of Work without the prior written consent of the other
Party. * * * pursuant to the terms of this Agreement and in compliance with all
applicable laws.

         2.8      CHANGES TO A KNOCKOUT MICE PROJECT. ROCHE BIOSCIENCE may, from
time to time, propose a modification to the terms of a Knockout Mice Project. If
ROCHE BIOSCIENCE intends to change any terms of a Knockout Mice Project,
including but not limited to the time schedule for the work, ROCHE BIOSCIENCE
shall submit such change(s) in writing to DELTAGEN (the "Proposed Change"). Such
Proposed Change shall be implemented by the parties only upon DELTAGEN's
acceptance of such modifications in writing and upon the mutual agreement of the
parties on a revised Budget as set forth in Section 3.2 below. DELTAGEN shall
have the right, in its commercially reasonable discretion, to accept or reject
such Proposed Change based upon DELTAGEN's good faith belief as to whether such
change would alter DELTAGEN's technical or financial obligations under a Scope
of Work.

         2.9      STANDARDS OF WORK AND ANIMAL CARE. With respect to each
Knockout Mice Project, DELTAGEN shall comply with all applicable * * * and good
industry standards regarding the maintenance and care of the Knockout Mice.
Prior to delivery to ROCHE BIOSCIENCE, * * *. DELTAGEN warrants that the
Knockout Mice delivered to ROCHE BIOSCIENCE under this Agreement shall be in
good health * * *. DELTAGEN shall replace any Knockout Mice that arrive at ROCHE
BIOSCIENCE diseased or dead (except for disease or death resulting from the
actions of ROCHE BIOSCIENCE's designated carrier). Upon the reasonable request
of ROCHE BIOSCIENCE, DELTAGEN shall provide * * * reports to ROCHE BIOSCIENCE
concerning maintenance and care of the Knockout Mice.

3.   PAYMENTS AND BUDGET.


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         3.1      BUDGET. ROCHE BIOSCIENCE shall pay to DELTAGEN the payments
set forth in the Budget for each Knockout Mice Project. Except as set forth in
Section 3.2, such payments shall constitute full payment for such Knockout Mice
Project, including all labor, materials and overhead and ROCHE BIOSCIENCE shall
have no other payment obligations hereunder. All payments made by ROCHE
BIOSCIENCE under this Agreement shall be made in accordance with the Budget.

         3.2      CHANGES TO BUDGET. Upon DELTAGEN's receipt of a Proposed
Change in accordance with Section 2.8, if such Proposed Change is acceptable to
DELTAGEN, ROCHE BIOSCIENCE and DELTAGEN shall negotiate in good faith a revised
Budget (based upon the pricing and standards set forth in Attachment II) and
milestones based on the revised Scope of Work. No such revised Budget or
schedule shall be effective until mutually agreed to in writing by both ROCHE
BIOSCIENCE and DELTAGEN.

         3.3      PAYMENTS. For each Knockout Mice Project, DELTAGEN shall
submit invoices to ROCHE BIOSCIENCE upon DELTAGEN's completion of each Milestone
set forth in the Scope of Work. ROCHE BIOSCIENCE shall pay such invoices within
thirty (30) days after receipt. Invoices based on accomplishment of Milestones
shall include a written representation of DELTAGEN's completion of such
Milestones in compliance with the terms of this Agreement and, where applicable,
documentation showing such completion.

4.   RIGHTS TO INVENTIONS.

         4.1      * * *.

         4.2      * * *.

         4.3      * * *.


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         4.4      * * *.

         4.5      NO OTHER TECHNOLOGY RIGHTS. Except as otherwise expressly
provided in this Agreement, under no circumstances shall a Party, as a result of
this Agreement, obtain any ownership interest or other right or license in any
technology, information, know-how, patents, pending patent applications,
products or materials of the other Party, including items owned, controlled or
developed by the other Party or transferred by the other Party to the-first
Party at any time pursuant to this Agreement.

         4.6      FURTHER ACTIONS. Each party shall reasonably (a) provide the
other party with such information reasonably available to such party, and (b)
execute and deliver such instruments, in each case, to assist in perfecting each
respective party's patent and intellectual property rights to Inventions under
Sections 4.1, 4.2 and 4.3 above.

5.       CONFIDENTIALITY.

         5.1      CONFIDENTIAL INFORMATION. Except as otherwise expressly
provided in this Agreement, each Party shall maintain in confidence the
Confidential Information of the other Party for a period of * * * years. Neither
Party shall use, disclose or grant the use of the other's Confidential
Information except on a need-to-know basis to those directors, officers,
employees, Affiliates, agents, sublicensees and permitted assignees, to the
extent such disclosure is reasonably necessary in connection with its activities
as expressly authorized by this Agreement. To the extent that disclosure is
authorized by this Agreement, prior to disclosure, the Party wishing to disclose
the other's Confidential Information shall obtain the written agreement of any
such Person who is not otherwise bound by confidentiality obligations at least
as restrictive as the obligations set forth


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         in this Agreement, to hold in confidence and not make use of the
Confidential Information for any purpose other than those permitted by this
Agreement. Each Party shall notify the other upon discovery of any unauthorized
use or disclosure of that Party's Confidential Information.

         5.2      PERMITTED DISCLOSURES. The nonuse and nondisclosure
obligations contained in this Article 5 shall not apply to the extent that (a)
the Receiving Party is required to disclose information by law, order or
regulation of a governmental agency or a court of competent jurisdiction,
PROVIDED THAT, the Receiving Party shall notify the Disclosing Party prior to
any such disclosure to permit the Disclosing Party to oppose such disclosure or
to seek confidential treatment of such information); or (b) the Receiving Party
can demonstrate that (i) the information was public knowledge at the time of
such disclosure by Receiving Party, or thereafter became public knowledge, other
than as a result of acts attributable to Receiving Party in violation hereof; or
(ii) the information was rightfully known by the Receiving Party (as shown by
its written records) prior to the date of disclosure to it by the Disclosing
Party; or (iii) the information was disclosed to the Receiving Party on an
unrestricted basis from a third party not under a duty of confidentiality to the
Disclosing Party; or (iv) the information was independently developed by
employees or agents of the Receiving Party without access to the Confidential
Information of the Disclosing Party.

         5.3      TERMS OF THIS AGREEMENT. Neither Party shall disclose any
terms or conditions of this Agreement to any Third Party without the prior
consent of the other Party, except as required by applicable law; PROVIDED
HOWEVER, that either Party may disclose the terms or conditions of this
Agreement to a third party under an obligation of confidentiality to such Party
in connection with a proposed sale or in the event of a proposed merger, change
in control, consolidation or other similar transaction. Notwithstanding the
foregoing, prior to execution of this Agreement, ROCHE BIOSCIENCE and DELTAGEN
shall agree upon the substance of information that can be used to describe the
existence and/or terms of this transaction in a press release and ROCHE
BIOSCIENCE and DELTAGEN may disclose such information, as modified by mutual
agreement from time to time, without the other Party's consent.

         5.4      NO LICENSE. Except as expressly provided in this Agreement,
nothing herein shall be construed as giving either Party any license, right,
title or interest in or ownership of the other Party's Confidential Information.
Upon termination of this Agreement or a particular Knockout Mice Project as
provided in Article 11, or upon either Party's request, each Party shall return
all Confidential Information of the other Party and/or destroy any portion of
any documents, computer records, notes and other material retained by such Party
which contains the Confidential Information of the other Party. However, each
Party may retain one copy of such Confidential Information in its legal


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         files to be used only for interpretation of this Agreement.

6.   REPRESENTATIONS AND WARRANTIES.

         6.1      GENERAL REPRESENTATIONS. Each Party hereby represents and
warrants to the other Party as follows:

                  6.1.1    CORPORATE -EXISTENCE. Such Party is a corporation
duly organized, validly existing and in good standing under the laws of the
state in which it is incorporated.

                  6.1.2    AUTHORIZATION AND ENFORCEMENT OF OBLIGATIONS. Such
Party (a) has the corporate power and authority and the legal right to enter
into this Agreement and to perform its obligations hereunder, and (b) has taken
all necessary corporate action on its part to authorize the execution and
delivery of this Agreement and the performance of its obligations hereunder.
This Agreement has been duly executed and delivered on behalf of such Party, and
constitutes a legal, valid, binding obligation, enforceable against such Party
in accordance with its terms.

                  6.1.3    NO CONSENTS. All necessary consents, approvals and
authorizations of all governmental authorities and other persons required to be
obtained by such Party in connection with this Agreement have been obtained.

                  6.1.4    NO CONFLICT. The execution and delivery of this
Agreement and the performance of such Party's obligations hereunder (a) do not
conflict with or violate any requirement of applicable laws or regulations, and
(b) do not conflict with, or constitute a default under, any contractual
obligation of it.

         6.2      * * *.


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         6.3      * * *.

         6.4      .* * *.

7.       REPORTING.

         DELTAGEN shall deliver via overnight delivery service (or other service
agreed to by the parties) to the ROCHE BIOSCIENCE Representative all reports
required to be delivered in connection with a Knockout Mice Project.

8.       RECORD RETENTION, INSPECTIONS, AND COOPERATION.

         8.1      MAINTENANCE OF DATA. DELTAGEN shall maintain all written Data
for a period of not less than * * * years. At the expiration of such * * * year
period, ROCHE BIOSCIENCE, at ROCHE BIOSCIENCE's cost and expense, shall promptly
arrange with DELTAGEN for delivery of such Data to ROCHE BIOSCIENCE or DELTAGEN
may dispose of such written Data sixty (60) days after providing written notice
of the same to ROCHE BIOSCIENCE.

         8.2      NOTICE OF REGULATORY ACTION. If a Regulatory Agency or, any
other federal, state or local government authority conducts, or gives notice of
its intent to conduct, an inspection at any Designated Site, or takes any other
regulatory action with respect to a Knockout Mice Project conducted under this
Agreement, then the Party learning thereof shall promptly give the other Party
notice thereof,


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         and each Party shall provide the other with any information reasonably
required in connection therewith.

9.   DATA.

         For each Knockout Mice Project, DELTAGEN shall prepare and submit to
ROCHE BIOSCIENCE or its designee all Data as set forth under the applicable
Scope of Work, but in no event later than thirty (30) business days after (i)
the date of termination of such Knockout Mice Project or (ii) the date on which
ROCHE BIOSCIENCE otherwise requests delivery of the Data.

10.      SUBCONTRACTING AND INDEPENDENT CONTRACTOR.

         10.1     SUBCONTRACTING. ROCHE BIOSCIENCE is aware that certain
Knockout Mice Projects may require DELTAGEN to subcontract to third parties
portions of the work required by a Scope of Work. ROCHE BIOSCIENCE shall be
deemed to have approved such subcontracting on the following terms and
conditions: (i) DELTAGEN shall not be allowed or authorized to make any
representations relating to ROCHE BIOSCIENCE without the prior written consent
of ROCHE BIOSCIENCE; and (ii) such third party subcontractor shall be subject to
the terms and conditions of this Agreement. Prior to subcontracting any work
contemplated by a Knockout Mice Project, DELTAGEN shall notify ROCHE BIOSCIENCE
of the intended third party subcontractor and ROCHE BIOSCIENCE shall be provided
with fourteen (14) days in which to object to the use of a particular
subcontractor. If ROCHE BIOSCIENCE does not object to the use of a particular
subcontractor within such fourteen (14) day period, DELTAGEN may subcontract
such work under the Scope of Work to such third party subcontractor.

         10.2     INDEPENDENT CONTRACTOR. DELTAGEN shall perform its obligations
under this Agreement as an independent contractor, and NOTHING CONTAINED herein
shall be construed to be inconsistent with that relationship or status. Neither
Party, nor their employees, agents and consultants, shall be considered
employees or agents of the other Party and shall not be entitled to participate
in any of the other Party's benefit plans, programs, employment policies, or
workers' compensation insurance. This Agreement shall not constitute, create, or
in any way be interpreted as a joint venture, partnership or business
organization of any kind. Neither Party shall have the authority to bind the
other Party to any agreement whatsoever. Each Party shall provide evidence
satisfactory to the other Party of the existence of workers' compensation and
employer's liability insurance covering any personnel of such Party supplied
hereunder.

11.      TERM AND TERMINATION.

         11.1     TERM . This Agreement shall begin on the Effective Agreement
Date and remain in full force and effect until the


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         later of (a) two (2) years after the Effective Agreement Date, or (b)
the completion by DELTAGEN of all Milestones under any applicable Knockout Mice
Projects under this Agreement, unless earlier terminated as provided in this
Article 11.

         11.2     * * *.

         11.3     TERMINATION BY DELTAGEN.DELTAGEN may terminate a Knockout Mice
Project upon DELTAGEN's identification of an item described in Section 2.4 which
would prevent DELTAGEN from completing such Knockout Mice Project using
commercially reasonable efforts.

         11.4     TERMINATION BY EITHER PARTY.

                  11.4.1   MATERIAL DEFAULT. This Agreement or a Knockout Mice
Project may be terminated by either Party upon any material breach of this
Agreement by the other Party, provided that any breaching Party shall be given
not less than twenty (20) days prior written notice of such breach and the
opportunity to cure such breach during such period.

                  11.4.2   BANKRUPTCY. This Agreement or a Knockout Mice Project
may be immediately terminated by either Party if the other Party is dissolved or
liquidated, makes a general assignment for the benefit of its creditors, or
files or has filed against it, a petition in bankruptcy or has a receiver
appointed for a-substantial part of its assets.

         11.5     RIGHTS AND OBLIGATIONS AFTER NOTICE OF TERMINATION.

                  11.5.1   TERMINATION BY ROCHE BIOSCIENCE * * * OR FOR BREACH
OR BANKRUPTCY OF ROCHE BIOSCIENCE. If this Agreement or a Knockout Mice Project
is terminated by ROCHE BIOSCIENCE pursuant to Section 11.2 or terminated by
DELTAGEN pursuant to Section 11.4, DELTAGEN shall cease further work on
applicable Knockout Mice Projects as immediately as practicable in accordance
with its responsibilities under this Agreement and applicable Laws, in order to
reduce or eliminate further costs, and to cancel, if permitted under the terms
of applicable agreements, any third party obligations. Within thirty (30) days
after DELTAGEN's ceasing of work on such Knockout Mice Projects, DELTAGEN shall
provide ROCHE BIOSCIENCE with a written itemized statement of all work performed
by it through termination, including any non-cancelable costs or expenses
incurred by DELTAGEN prior to termination. DELTAGEN shall invoice ROCHE
BIOSCIENCE for all unpaid Milestones completed by DELTAGEN and if such notice is
received by DELTAGEN prior to DELTAGEN's completion of work under a Milestone,
DELTAGEN shall in addition have the right to further invoice ROCHE BIOSCIENCE
for payment of such one uncompleted Milestone as if DELTAGEN had completed such
Milestone. DELTAGEN shall deliver to ROCHE BIOSCIENCE all deliverables prepared
or completed by DELTAGEN at the time of


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                  such cessation of work and all unused Study Materials and
                  Data.

                  11.5.2   TERMINATION BY ROCHE BIOSCIENCE FOR BANKRUPTCY OF
DELTAGEN OR BY DELTAGEN FOR DELTAGEN'S INABILITY TO COMPLETE MILESTONE. If this
Agreement or a Knockout Mice Project is terminated by DELTAGEN pursuant to
Section 11.3 or by ROCHE BIOSCIENCE pursuant to Section 11.4.2 above, DELTAGEN
shall deliver all deliverables prepared or completed by DELTAGEN at the time of
such termination, all unused Study Materials and all Data to ROCHE BIOSCIENCE
within sixty (60) days of receipt by DELTAGEN of notice of termination. DELTAGEN
shall provide ROCHE BIOSCIENCE with a written itemized statement of all work
performed by DELTAGEN through the date of termination (including any Milestones
completed by DELTAGEN) and ROCHE BIOSCIENCE shall pay such invoiced amount
within thirty (30) days of receipt of such statement.

                  11.5.3   TERMINATION BY ROCHE BIOSCIENCE FOR BREACH BY
DELTAGEN. If this Agreement or a Knockout Mice Project is terminated by ROCHE
BIOSCIENCE pursuant to Section 11.4.1 above, DELTAGEN shall deliver all
deliverables prepared or completed by DELTAGEN at the time of such termination,
all unused Study Materials and all Data to ROCHE BIOSCIENCE within sixty (60)
days of receipt by DELTAGEN of notice of termination. DELTAGEN shall provide
ROCHE BIOSCIENCE with a written itemized statement of all work performed by
DELTAGEN through the date of termination (including any Milestones completed by
DELTAGEN) and ROCHE BIOSCIENCE shall pay such invoiced amount (or portion
thereof that is not reasonably the subject of such breach) within thirty (30)
days of receipt of such statement.

         11.6     EFFECT OF EXPIRATION OR TERMINATION. Expiration or termination
of this Agreement shall not relieve the parties of any obligation accruing prior
to such expiration or termination. The provisions of Articles 4, 5, 6.4 and 12
shall survive any expiration or termination of this Agreement.


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12.  INDEMNIFICATION.

         12.1     * * *.

         12.2     * * * .


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         12.3     PROCEDURE. A Party (the "Indemnified Party") which intends to
claim indemnification under this Article 12, shall promptly notify the other
Party (the "Indemnifying Party") of any Claim with respect to which the
Indemnified Party intends to claim such indemnification. The Indemnifying Party
shall assume and control the defense of such Claim with counsel selected by the
Indemnifying Party; PROVIDED, HOWEVER, that the Indemnified Party shall have the
right to retain its own counsel, with the fees and expenses to be paid by the
Indemnifying Party if representation of the Indemnified Party by the counsel
retained by the Indemnifying Party would create a conflict for the interests of
the Indemnified Party. The indemnity obligations under this Article 12 shall not
apply to amounts paid in settlement of any Liability if such settlement is
effected without the consent of the Indemnifying Party, which shall be given or
not in the Indemnifying Party's sole discretion. The failure to deliver notice
to the Indemnifying Party within a prompt time after the commencement of any
such action, if prejudicial to its ability to defend such action, shall relieve
the Indemnifying Party of any liability to the Indemnified Party under this
Article 12, but the omission so to deliver notice to the Indemnifying Party will
not relieve it of any liability that it may have to the Indemnified Party
otherwise than under this Article 12. The Indemnifying Party may not settle the
action or otherwise consent to an adverse judgment in such action that
diminishes the rights or interests of the Indemnified Party without the express
written consent of the Indemnified Party. The Indemnified Party, its employees
and agents, shall cooperate fully with the Indemnified Party and its legal
representatives in the investigation of any Claim covered by this
indemnification.

13.  TAXATION.

         In order that ROCHE BIOSCIENCE may comply with applicable tax laws and
regulations, DELTAGEN, at ROCHE BIOSCIENCE's cost and expense, if reasonably
requested by ROCHE BIOSCIENCE, agrees to provide within thirty (30) days after
the close of each calendar year such non-confidential information reasonably
available to DELTAGEN which ROCHE BIOSCIENCE reasonably requests and deems
necessary to properly compute its tax liability. In order to assist DELTAGEN in
providing such information, ROCHE BIOSCIENCE shall provide DELTAGEN with a
summary of payments made to it during such year for research activities
conducted during such year.


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14.  TRADEMARKS.

         Neither Party shall use of the trademarks or tradenames of the other
Party without the express written consent of the other Party.

15.  DELAYS OR FORCE MAJEURE.

         15.1     FORCE MAJEURE. Neither Party shall be liable for the failure
to perform its obligations under this Agreement or a Knockout Mice Project if
such failure is occasioned by a contingency beyond such Party's reasonable
control, including but not limited to strikes or other labor disturbances,
lockouts, riots, wars, fires, floods, earthquakes or storms. A Party claiming a
right to excused performance under this Section 15.1 shall immediately notify
the other Party in writing of the extent of its inability to perform, which
notice shall specify the occurrence beyond its reasonable control that prevents
such performance.

         15.2     DELAY. If ROCHE BIOSCIENCE delays the actual start of a
Knockout Mice Project for any reason, the date by which DELTAGEN is obligated to
complete its duties and obligations as described in the applicable Scope of Work
shall be extended by the number of days the start was delayed.

16.  NOTICES.

         Any notice-required or permitted to be given hereunder shall be deemed
sufficient if sent by facsimile letter or overnight courier, or delivered by
hand to ROCHE BIOSCIENCE or DELTAGEN at (i) in the case of notices pursuant to
this Agreement, the respective addresses set forth below or at such other
address as either Party hereto may designate. If sent by facsimile letter,
notice shall be deemed given when the TRANSMISSION IS completed if the sender
has a confirmed transmission report. If a confirmed transmission report does not
exist, then the notice shall be deemed given when the notice is actually
received by the person to whom it is sent. If delivered by overnight courier,
notice shall be deemed given when it has been signed for. If delivered by hand,
notice shall be deemed given when received. Any notice sent by facsimile must
also be sent by mail or overnight courier or delivered by hand.

IF TO DELTAGEN:

***

IF TO ROCHE BIOSCIENCE:

***

17.  MISCELLANEOUS PROVISIONS.

         17.1     * * *.

         17.2     AMENDMENTS. No provision of this Agreement, the Budget or the
Scope of Work may be amended, revoked, or waived except in writing signed and
delivered by an authorized officer of each Party. Either Party's failure to
require the other Party to comply with the provisions of this Agreement shall
not be deemed a waiver of such provision or any other provision of this
Agreement.

         17.3     VALIDITY. If any clause, section or paragraph of this
Agreement is determined by a court of competent jurisdiction to be illegal,
invalid or unenforceable, it will be deemed severed from the remainder of this
Agreement and will have no effect on the legality, validity or enforceability of
the remaining provisions.

         17.4     HEADINGS. The paragraph headings of this Agreement are merely
for the convenience of the parties and are not to be construed as modifying or
changing the obligations or conditions expressed in this Agreement.


* * *  Confidential material redacted and separately filed with the Commission.


                                       16


         17.5     ENTIRETY. This Agreement represents the entire understanding
as of the Effective Agreement Date hereof between the parties with respect to
the matter hereof, and supersedes all prior agreements, negotiations;
understandings, representations, statements, and writings between the parties
relating thereto.

         17.6     CONFLICT WITH SCOPE OF WORK OR BUDGET. If any terms of this
Agreement are in conflict with any terms of any Scope of Work or Budget, the
terms of this Agreement shall govern.


* * *  Confidential material redacted and separately filed with the Commission.


                                       17


         17.7     COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which shall.
constitute one and the same instrument.

         17.8     GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to the conflicts of law principles of California or any other state or
jurisdiction.

         IN WITNESS WHEREOF, the Parties hereto through each of their respective
duly authorized representatives have caused this Agreement to be executed as of
the Effective Date.

ROCHE BIOSCIENCE DIVISION OF SYNTEX (U.S.A.) INC.    DELTAGEN, INC
--------------------------------------------------------------------------------

By                                                   By
     /s/ R.L. WHITING                                     /s/ WILLIAM MATTHEWS
     --------------------------------------------         ----------------------

Name:                                                Name:
        R.L. WHITING                                          WILLIAM MATTHEWS
        -----------------------------------------             ------------------
Title:  SUP, HEAD, NEUROBIOLOGY                      Title:   PRESIDENT

Date:                                                Date:
          8/2/98                                              9/30/98
          ---------------------------------------             ------------------


* * *  Confidential material redacted and separately filed with the Commission.


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                                  ATTACHMENT I


 [5 pages of milestone and budget information redacted and filed separately with
 the Commission]


                                      * * *


* * *  Confidential material redacted and separately filed with the Commission.


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