License Agreement by and Between The Broad Institute Inc

Library Supply and Sublicense Agreement

By and Between Biogen, Inc. and Trega Biosciences, Inc.

Effective as of September 30, 1998

This Library Supply and Sublicense Agreement (the "Agreement") is entered into between:

Trega Biosciences, Inc., a Delaware corporation ("Trega"), having a place of business at

and Biogen, Inc., a Massachusetts corporation ("Biogen"), having a place of business at

Recitals

WHEREAS, Trega has recognized expertise in small molecule subset chemistry and compound optimization;

WHEREAS, Trega has rights to certain issued patents pertaining to devices and methods for the development of chemical compounds;

WHEREAS, Biogen desires to acquire certain chemical libraries and compounds to support its expanding target and screening throughput capability;

WHEREAS, Biogen desires to obtain a non-exclusive license from Trega and a non-exclusive sublicense from Trega to certain patented technologies;

Article 1. Definitions

The following capitalized terms used in this Agreement shall have the following meaning:

1.1 "Actual Combinatorial Library Information" shall mean information describing the one or more templates and building blocks used to create a combinatorial library.

1.2 "Affiliate" shall mean any company or other legal entity under common control with a Party.

1.8 "Contract Year" shall mean the successive 12-month periods under this Agreement commencing on the effective date.

1.9 "Effective Date" shall mean the date of this Agreement.

1.17 "Party" shall mean Biogen, Inc. and/or Trega Biosciences, Inc. and their respective Affiliates.

1.27 "Third Party" shall mean any person other than Trega, Biogen and their respective Affiliates.

Article 2. Compound Purchase Provisions

2.1 Supply of Subset Libraries. Commencing on the effective date and continuing for a period of two (2) Contract Years thereafter, Trega shall make available to Biogen during each of the first two Contract Years:

Based on Combinatorial Libraries per Contract Year:

Biogen shall notify Trega within: days of receipt of the Actual Combinatorial Library Information.

2.2 Subset Library Compound Purchase Obligations. Biogen shall be obligated to purchase: Subset Library Compounds during each of the first two Contract Years.

2.3 Option to Extend Term. The term of supply and purchase may be extended annually beyond the two Contract Years upon mutual written consent.

2.4 [* * *] Sets. Biogen may order from Trega [* * *] Sets based upon Lead Compounds identified by Biogen from Trega Materials.

2.5 Term for Supply of [* * *] Sets. Biogen's option to have Trega supply [* * *] Sets shall expire:

2.6 Resupply Compounds. Biogen may order from Trega Resupply Compounds based upon Lead Compounds identified by Biogen from Trega Materials.

2.7 Term for Supply of Resupply Compounds. Biogen's option to have Trega supply Resupply Compounds shall:

2.8 General Terms for Supply of Trega Materials.

2.9 Management of Interactions. Trega and Biogen each shall designate a project manager.

Article 3. Licenses

3.1 Technology Grant. Trega hereby grants to Biogen and its Affiliates a world-wide, nonsublicensable, nonexclusive sublicense under Trega Synthesis Technologies to make, have made, use, sell, offer for sale and import Products.

The foregoing rights and licenses exclude the right to: Item (i) Item (ii) Item (iii)

Article 4. Confidentiality

4.1 Confidential Information. During the term of this Agreement, and for Contract Years following expiration or termination, the Recipient Party shall maintain in confidence all Confidential Information.

4.2 Permitted Disclosures.

4.3 Announcements. Biogen hereby grants to Trega the right to publicly disclose achievement of the following milestones with respect to Products:

Commencement of pre-clinical toxicology

Filing of the first IND or foreign equivalent thereof

Initiation of the first Phase II clinical study

Initiation of the first Phase III clinical study

Submission of the first NDA or foreign equivalent thereof

Approval of the first NDA or foreign equivalent thereof

Article 5. Inventions and Patent Rights

5.1 Ownership of Inventions.

5.2 Patent Enforcement, Prosecution and Maintenance.

5.3 Infringement.

5.4 Utility.

5.5 Additional Notes:

Article 6. Payment Obligations

6.1 Sublicense Fee. Biogen shall pay to Trega a payable on the effective date.

6.2 Payments for Subset Libraries. Biogen shall pay to Trega the sum of

6.3 [* * *] Set Payments. Biogen shall pay Trega a for each [* * *] Set delivered.

6.4 Resupply Compound Payments. Biogen shall pay Trega a sample of Resupply Compounds.

6.6 Milestone Payments. Biogen shall pay to Trega the following nonrefundable amounts upon achievement of the milestones set forth below:

a) $

b) $

c) $

d) $

e) $

6.7 Change of Control Termination Fee.

6.8 Payment Method. All payments shall be made in United States dollars by bank wire transfer.

6.9 Late Payments.

6.10 Taxes and Other Charges.

6.11 Entire Consideration.

Article 7. Term and Termination

7.1 Expiration. Unless terminated earlier, the term of this Agreement shall expire on:

7.2 Termination for Cause.

7.3 Consequences of Breach.

7.4 Effect of Expiration and Termination.

7.5 Change of Control. Biogen may terminate its obligations within days of such change of control.

Article 8. Representations and Warranties

8.1 Existence and Power.

8.2 Authorization and Enforcement of Obligations.

8.3 Right to Sublicense.

8.4 Consents.

8.5 No Conflict.

8.6 Pending Actions.

8.7 Patents.

8.8 Experimental Materials. Biogen acknowledges that all Trega Materials are experimental in nature.

8.9 Disclaimer of Warranties:

Article 9. Indemnity

9.1 Direct Indemnity.

9.2 Other Indemnity.

9.3 Procedure.

9.4 Insurance.

Insurance Maintained: Self-insurance Liability coverage Product liability

Article 10. Force Majeure

Neither Party shall be held liable for failure or delay caused by events beyond reasonable control.

Article 11. Assignment

This Agreement may not be assigned or transferred without consent, except as expressly provided.

Article 12. Severability

Should one or more provisions be invalid, the Parties shall substitute valid provisions by mutual consent.

Article 13. Miscellaneous

13.1 Notices. Notices shall be sent to:

Trega contact name:

Trega notice address:

Biogen contact title:

Biogen notice address:

13.2 Applicable Law. State of California.

13.3 Compliance with Applicable Laws.

13.4 Entire Agreement.

13.5 Headings.

13.6 Independent Contractors.

13.7 Waiver.

13.8 Counterparts.

Execution

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.