LICENSE AGREEMENT BETWEEN CLONTECH LABORATORIES, INC. AND AURORA BIOSCIENCES CORPORATION

Exhibit 10.47

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

LICENSE AGREEMENT

BETWEEN

CLONTECH LABORATORIES, INC.

AND

AURORA BIOSCIENCES CORPORATION

LICENSE AGREEMENT

This Agreement is made this [*] (the "Effective Date"), by and between
CLONTECH LABORATORIES INC. ("Clontech"), a Delaware corporation with principal
offices at 0000 Xxxx Xxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 and AURORA
BIOSCIENCES CORPORATION ("Aurora") a Delaware corporation with principal offices
at 00000 Xxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000.

RECITALS

WHEREAS, Clontech seeks to obtain certain license rights under the Aurora
Patents and Aurora Technology according to the terms contained herein (the
"Agreement");

WHEREAS, Aurora is the exclusive licensee or owner of the Aurora Patents
and Aurora Technology, (defined herein) relating to certain fluorescent protein
technology further described herein, and desires to license the same to
Clontech; and

WHEREAS, Clontech and Aurora seek to resolve their dispute concerning
certain Clontech products and certain Aurora Patents and Aurora Technology

NOW, THEREFORE, in consideration of the foregoing and the covenants and
premises contained herein the parties agree as follows:

1. DEFINITIONS

1.1 "AURORA COLLABORATORS" means collaborators or licensees (including
sublicensees) of Aurora (e.g. UHTSS-TM- syndicate).

1.2 "AURORA PATENTS" means the Patents and patent applications listed on
Exhibit A and all worldwide counterparts and registrations, continuations,
divisions, reissues, extensions, or supplementary protection certificates with
respect thereto and all patents issuing therefrom and to which Aurora continues
to exercise Control.

1.3 "AURORA TECHNOLOGY" means (1) Know-How and (2) the clones listed in
Exhibit G; wherein (1) and (2) are Controlled by Aurora on or before the
Effective Date and necessary to make Fluorescent Products and Past Products.

1.4 "CLONTECH NON-COMMERCIAL FIELD" means [*]

1.5 "CLONTECH COMMERCIAL FIELD" means [*]

1.6 "COMPETITOR COMPANY" means the following reagents companies that are
Clontech competitors as of the Effective Date: [*]

1.7 "CONFIDENTIAL INFORMATION" means all information, data, and
documentation received by either party from the other party pursuant to this
Agreement and if in writing,

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

designated as confidential at the time of disclosure, subject to the
exceptions set forth in Section 10.1.

1.8 "CONTROL" or "CONTROLLED" means, in the context of intellectual
property, possession by a party of the ability to grant a license or sublicense
in accordance with the terms of this Agreement, and without violating the terms
of any agreement by such party with any Third Party

1.9 "END USER" means a [*]

1.10 "EXCLUDED FIELD" means any one or more of the following: [*]

1.11 "FLUORESCENT PRODUCT" means the following items sold on or after the
Effective Date: [*] Clontech products that are Fluorescent Products listed on
Exhibit H do not contain [*] Exhibit H may be amended from time to time by
mutual written agreement of the parties,

1.12 "INVENTION" means any new and useful process, machine, manufacture, or
composition of matter, or improvement thereto, whether or not patentable.

1.13 "KNOW-HOW" means information and data which is not generally known to
the public, comprising: designs, concepts, algorithms, formulae, techniques,
practices, processes, methods, knowledge, skill, experience, expertise and
technical information.

1.14 "LIVING COLORS-Registered Trademark- LICENSED PRODUCT" means a
Fluorescent Product marketed under the Living Colors-Registered Trademark-
brand.

1.15 "MATERIALS" means any reagents, promoters, enhancers, vectors,
plasmids, genes, polynucleotides, cell lines, proteins and fragments thereof,
peptides, antigens, antibodies, antagonists, agonists, inhibitors and chemicals.

1.16 "NEW PRODUCT" means a product [*]

1.17 "NON-COMMERCIAL PURPOSE" means a use or activity or result thereof
that does not generate revenue or provide commercially valuable consideration.

1.18 "NON-COMMERCIAL LICENSE" means that certain license attached on
Exhibit C hereto, which may be amended from time to time upon mutual written
agreement of the parties.

1.19 "NOT-FOR-PROFIT LICENSE" means that certain license attached on
Exhibit D hereto, which may be amended from time to time upon mutual written
agreement of the parties.

1.20 "NOT-FOR-PROFIT ZIP-LOCK LICENSE" means that certain license attached
an Exhibit E hereto, which may be amended from time to time upon mutual written
agreement of the parties.

1.21 "PAST PRODUCTS" means the [*]

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

1.22 "PATENT RIGHTS" means all U.S. or foreign (including regional
authorities such as the European Patent Office) regular or provisional patent
applications including any continuation, continuation-in-part, or division
thereof or any substitute application therefor or equivalent thereof, and any
patent issuing thereon, including any reissue, reexamination or extension
thereof and any confirmation patent or registration patent or patent of
additions based on any such patent, containing one or more claims to an
Invention (and in the case of an issued patent, containing one or more Valid
Claims), and for which a party hereto owns or Controls, individually or jointly,
any title thereto or rights thereunder.

1.23 "ROYALTY TERM" means, in the case of any Fluorescent Product or Past
Product and as to any country, the period of time commencing on [*] in such
country and ending upon the later of: (i) the date that there no longer exists
a Valid Claim in a patent owned or Controlled by Aurora covering the
manufacture, use or sale of such Fluorescent Product or (ii) fifteen (15) years
from [*]

1.24 "SALES" means consideration received by Clontech from a Third Party in
an arm's length transaction. For clarity, Clontech will not sell Fluorescent
Products except in an arm's length transaction.

1.25 "TARGET" means [*]

1.26 "TECHNOLOGY" means Materials and Know-How.

1.27 "THIRD PARTY" means any person or entity other than (i) Aurora and
(ii) Clontech.

1.28 "UC LICENSE" means that certain Exclusive License Agreement between
The Regents of the University of California and Aurora dated June 17, 1996.

1.29 "VALID CLAIM" means: (a) an issued claim under an issued patent within
the Patent Rights, which has not (i) expired or been canceled, (ii) been
declared invalid by an unreversed and unappealable decision of a court or other
appropriate body of competent jurisdiction, (iii) been admitted to be invalid or
unenforceable through reissue, disclaimer or otherwise, and/or (iv) been
abandoned; or (b) a claim included in a pending patent application within the
Patent Rights that is being actively prosecuted in accordance with this
Agreement and which has not been (v) canceled, (vi) withdrawn from
consideration, (vii) finally determined to be unallowable by the applicable
governmental authority for whatever reason (and from which no appeal is or can
be taken), or (viii) abandoned.

2. LICENSES

2.1 GRANT UNDER THE AURORA PATENTS AND AURORA TECHNOLOGY.

2.1.1 CO-EXCLUSIVE LICENSE TO CLONTECH, NON-COMMERCIAL FIELD.
Aurora as of April 1, 1999 [*] in the Clontech Non-Commercial Field for the
Term.

2.1.2 CO-EXCLUSIVE LICENSE TO CLONTECH, COMMERCIAL FIELD. Aurora
as of April 1, 1999 [*] in the Clontech Commercial Field for the Term.

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

2.1.3 NON-EXCLUSIVE LICENSE TO CLONTECH, NON-COMMERCIAL FIELD.
Aurora as of the Effective Date [*] in the Clontech Non-Commercial Field for no
longer than March 31, 1999.

2.1.4 NON-EXCLUSIVE LICENSE TO CLONTECH. Aurora hereby [*] for
the Term

2.1.5 NON-EXCLUSIVE LICENSE TO CLONTECH. Aurora, hereby [*]

2.2 RETAINED RIGHTS. The licenses granted under Section 2.1 are subject
to Aurora's retained right to sell or sole right to license Fluorescent Products
under the Aurora Patents or Aurora Technology to companies that provide
commercial products or services [*] using Fluorescent Products or that use
Aurora Technology/equipment, including, [*] provided, however 1) Clontech may
sell, pursuant to Section 2.1.2, to companies that have been granted an express
license from Aurora according to Sections 4.13 and 4.2.1.1; and 2) such
companies (e.g. [*]) may not receive a license from Aurora to sell Fluorescent
Products in the Clontech Non-Commercial Field, [*]

2.3 LIMITATIONS. Such licenses under Sections 2.1.1, 2.1.2, 2.1.3,
2.1.4. and 2.1.5 are subject to Clontech's obligations described herein
(including payments by Clontech in Section 3). For clarity, the license
rights granted to Clontech in this Section 2 specifically excludes the right
1) to sublicense (except the right to license through a Not-for-Profit
Zip-Lock License, a Not-For-Profit License or a Non-Commercial License as
provided for in Section 4.1.6); 2) [*] or 3) to make, use or sell Fluorescent
Products or Past Products under the Aurora Patents in the Excluded Field
(except Clontech may sell to Third Parties pursuant to Section 2.1.2),

2.4 AURORA'S OBLIGATION.

2.4.1 In consideration of Aurora and Clontech's agreement [*]

2.5 CLONTECH'S OBLIGATION.

2.5.1 As consideration for the rights received in Sections 2.1 and
2.4, Clontech covenants not to oppose or challenge the validity or
enforceability (including interference or re-examination) of the Aurora Patents
in the United States or encourage or support others to do the same at anytime
during the and after the Term.

2.5.2 As consideration for the rights received in Sections 2.1 and
2.4, Clontech covenants not to oppose or challenge the validity or
enforceability (including interference or re-examination) of the Aurora Patents
in any jurisdiction outside of the United States or encourage or support others
to do the same at anytime during and after the Term.

2.5.3 Except as expressly licensed herein, Clontech covenants not
to make, use, sell or sublicense under the Aurora Patents and Aurora Technology.

3. COMPENSATION

3.1 COMPENSATION TO AURORA.

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

3.1.1 TECHNOLOGY ACCESS FEES. Clontech will pay to Aurora the
following:

(a) TECHNOLOGY ACCESS FEE FOR 1999. As partial
consideration for the license granted to Clontech pursuant to Section 2.1 for
1999 herein for Aurora Technology, Clontech shall pay to Aurora a total of [*]
which is non-refundable and non-creditable, according to the following schedule:

(i) [*]

(ii) [*]; and

(iii) [*]

(b) ANNUAL MINIMUM ROYALTY FEE. Clontech will pay to
Aurora [*] of the Effective Date and on [*] of the Effective Date throughout the
Term, an annual minimum royalty of [*] for Aurora Patents. Such annual minimum
royalty fee [*]

(c) REAGENT CREDIT. Clontech will provide Aurora with a
[*] credit over [*] years for Clontech products and services and not to exceed
[*] of credit in a [*] and such credit shall not to be transferred to a Third
Party; provided, however, such credit may not exceed [*] for any single [*].

3.1.2 ROYALTIES. Clontech will also pay to Aurora a royalty of
[*] of the Sales of Fluorescent Products and Past Products for the Royalty
Term. Clontech will pay to Aurora a royalty of [*] of the Sales of new
research reagents discovered or developed using the rights licensed pursuant
to Section 2.1.4. Fluorescent Products sold in the [United States] for
Non-Commercial Purposes [*] Clontech will use a royalty rate of [*] for
calculating the royalties owed to Aurora for such Fluorescent Products. [*]

4. MARKETING, MARKING AND REFERRALS

4.1 OBLIGATIONS OF CLONTECH

4.1.1 DEVELOPMENT, MARKETING AND SUPPORT. Clontech will expend at
least [*] of Sales of Fluorescent Products on a yearly basis; provided, however
no less than [*] for each calendar year of the Term will be expended on
Fluorescent Product marketing, development, research, manufacturing, service and
support.

4.1.2 PATENT MARKING. Clontech shall xxxx all Fluorescent
Products made, used or sold including all advertising for Fluorescent Products
(including Clontech's website) or containers therefor, in accordance with the
applicable patent marking laws, including U.S. patent numbers, 5,625,048 and
5,777,079. Clontech will also recognize Aurora in writing in a prominent manner
on all brochures and other documents relating to Fluorescent Products, as the
entity that has licensed the rights to Clontech.

4.1.3 COMMERCIAL CUSTOMER LIST AND REFERRAL SYSTEM. Aurora will
undertake sole responsibility for patent licensing, other than licensing through
Non-Commercial Licenses, Not-For-Profit Licenses or Not-For-Profit Zip-Lock
Licenses. Aurora will also refer,

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

in writing, potential customers to Clontech for Fluorescent Products pursuant
to Section 2.11, whenever possible. Clontech will refer to Aurora, in
writing, Third Parties that contact Clontech that wish to use or purchase a
Fluorescent Product for a commercial purpose or in an Excluded Field.

4.1.4 QUARTERLY REPORTS. Clontech will provide Aurora within
thirty-five (35) days of the end of each calendar quarter (i.e. March 31, June
30, September 30 and December 31), a written report that [*]. Clontech may also
send [*] a notification letter concerning Past Products and Clontech's
obligations to disclose the names of purchasing Third Parties to Aurora. Such
letter is subject to approval by Aurora in writing (such approval not to be
unreasonably withheld) prior to notifying such Third Parties.

4.1.5 PRODUCTS LIST. Clontech shall provide Aurora with an up to
date list of Fluorescent Products with each quarterly report as required under
Section 4.1.4 indicating the introduction, deletion or modification of a
Fluorescent Product offered for sale and descriptions of such Fluorescent
Products and supporting literature for Aurora's review pursuant to Section 10.4.

4.1.6 ZIP-LOCK AND NON-COMMERCIAL USE LICENSES.

4.1.6.1 In the United States Clontech will sell no
Fluorescent Product without either a Not-for-Profit Zip-Lock License or a
Non-Commercial License. A Not-for-Profit Zip-Lock License will be provided by
Clontech in a zip-lock package with each shipment to not-for profit Third
Parties in the United States.

4.1.6.2 In countries other than the United States,
Clontech will sell no Fluorescent Product to a not-for-profit entity without a
Not-for-Profit Zip-Lock License or a Not-for-Profit License. A Not-for-Profit
Zip-Lock License will be provided by Clontech in a zip-lock package with each
shipment to not-for-profit Third Parties in counties other than the United
States until January 1, 2000. After December 31, 1999 a Not-for-Profit License
must be executed before shipment. In countries other than the United States,
Clontech will sell no Fluorescent Product to a for-profit entity without a
Non-Commercial License.

4.1.6.3 In all countries, unless otherwise mutually agreed
to in writing by Aurora and Clontech, a Non-Commercial License will be executed
with each for-profit entity purchasing a Fluorescent Product for a
Non-Commercial Purpose. Such license [*] Each such Non-Commercial License
shall be executed in writing by the Third Party prior to shipment. In addition,
(1) Clontech will make no sales of Fluorescent Products to any Third Party [*]
Except for inserting the name of the party to be licensed; site name; or license
fee pursuant to this Section 4.1.6, Clontech will not otherwise modify a
Not-for-Profit Zip-Lock License, a Not-for-Profit License or a Non-Commercial
License, without the prior written consent of Aurora. Clontech will pay to
Aurora [*] of all Non-Commercial License Fees payable under each such license in
accordance with this Section 4.1.6.

4.2 AURORA.

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

4.2.1 LICENSE. Aurora may, in accordance with Aurora's business
practices, grant licenses for use of Fluorescent Products under the Aurora
Patents to for-profit organizations referred by Clontech pursuant to Section
4.1.3.

4.2.1.1 In consideration for Clontech's diligence in
regard to the referral system described in Section 4.1.3 herein, Aurora will pay
to Clontech [*] of license fees received for each license granted under the
Aurora Patents when such license was granted because of the referral from
Clontech under Section 4.1.3. For clarity, Clontech shall not receive any
consideration for licenses granted by Aurora to a Third Party that is (i) an
Excluded Company; or (ii) is a Third Party that Aurora has made efforts to
license or licensed prior to such a referral from Clontech,

4.2.2 REAGENT PROVIDER. In the event Aurora grants a license to a
Third Party under the Aurora Patents after the Effective Date in accordance with
Section 4.2.1.1, Aurora will recommend to such Third Party, on a
reagent-by-reagent basis that Clontech should be considered the primary reagent
provider of Fluorescent Products to use in accordance with such license, and
such Third Party will [*] in their selection of a supplier. Aurora will inform
Clontech of the supplier of such Third Party, to the extent Aurora is aware of
the identity of such supplier and is consistent with Aurora's obligations to
such Third Party. Clontech may add the name of such supplier to the list of
Competitor Companies pursuant to Section 1.6.

4.2.3 QUALIFIED COMPANY LIST. On a quarterly basis, Aurora will
provide Clontech with an updated list of Third Parties that have been granted a
license to the Aurora Patents by Aurora for a commercial use and a list of
Fluorescent Products that Clontech may sell to such Third Parties during the
term of such license pursuant to the rights granted in Section 2.1.2. Within
[*] days of the Effective Date, Aurora, will provide the first of such list.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 TRANSFER OF RIGHTS. All rights not expressly licensed or assigned by
Aurora are retained by Aurora and no implied licenses are conveyed herein or
were conveyed before the Effective Date. Except as otherwise expressly provided
in this Agreement, nothing in this Agreement is intended to convey or transfer
ownership by one party to the of any rights, title or interest in any
Confidential Information, Technology, copyrights or Patent Rights owned or
Controlled by a party. Except as expressly provided for in this Agreement,
nothing in this Agreement shall be construed as a license or sublicense by one
party to the other of any rights in any Technology, copyrights, or Patent Rights
owned or Controlled by a party.

5.2 INVENTIONS. During the period from the Effective Date and three (3)
years after the end of the Term, all Inventions and other Technology relating to
New Products conceived by employees or agents of Clontech shall be owned by
Clontech and Aurora shall receive a [*] license from Clontech to make, use or
sell inventions covered by such Inventions and Technology by Clontech (including
Patent Rights to New Products) (such rights specifically excludes the sale of
such New Products in the research reagent market). In addition, Clontech grants
to Aurora a [*] license to make, use or sell new reagents discovered or
developed by using the rights provided under Section 2.1.4 in the field of
discovery or development of useful chemicals (such rights excludes specifically
the [*]

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

5.3 INVENTORSHIP AND ASSIGNMENT. Inventorship of patentable inventions
shall be determined by U.S. patent law. Clontech and Aurora agree to execute
all documentation necessary to perfect all assignments of Inventions, Technology
and Patent Rights.

5.4 COPYRIGHTS. The parties agree to treat and handle, to the maximum
extent practical, any copyrights owned or Controlled by a party in the same
manner as Patent Rights owned or Controlled by such party.

6. PATENT ENFORCEMENT AND RIGHT TO NEGOTIATE

6.1 RIGHTS TO ENFORCE. Aurora hereby grants to Clontech the right to xxx,
at [*] of Clontech and Aurora, under the Aurora Patents any Competitor Company
that is selling or has sold Fluorescent Products that are claimed under the
Aurora Patents in the Clontech Commercial Field or the Clontech Non-Commercial
Field; provided, however, Clontech does not have the right to enforce the Aurora
Patents against [*] Aurora exclusively retains all rights to xxx for
infringement of the Aurora Patents on, before or after the Effective Date or to
license to [*] under the Aurora Patents, except Clontech's rights to provide
licenses pursuant to Section 4.1.6. The rights to enforce the Aurora Patents
granted in this Section 6.1 are subject to the restriction that: any and all
actions (including any letter(s) concerning the Aurora Patents sent by Clontech
to a Competitor Company) taken by Clontech as an extension of the rights granted
in this Section 6.1 must be taken with written approval of the legal counsel of
Aurora, at Aurora's discretion, at least [*] prior to such action [*]

6.2 [*]. In the event such New Product becomes available for such
licensing, Aurora will notify Clontech in writing of such right to obtain a
license to such New Product. Such right will terminate on a notice-by-notice
basis [*] after such notice is delivered to Clontech informing Clontech of such
New Product. If Clontech fails to contact Aurora or the parties fail to reach a
definitive agreement on such New Product within such forty-five (45) day period
or a mutually agreed upon written extension thereof, then [*]

6.3 DAMAGES RECOVERED. If in accordance with the grant of rights to
enforce the claims of the Aurora Patents granted in Section 6.1 hereof, Clontech
brings a patent suit or enters into a settlement, then for each Third Party that
Clontech recovers damages from Clontech shall pay to Aurora [*] of any such
damages recovered by Clontech in such infringement suit or settlement, within
thirty (30) days after Clontech receives such damages. Such settlement or suit
requires Aurora's written consent.

7. PAYMENTS OF ROYALTIES, ACCOUNTING FOR ROYALTIES AND RECORDS

7.1 PAYMENT AND REPORTING. The royalties due under Section 3 and as
follows in this Section 7 shall be paid within [*] days after the end of each
calendar quarter period in which such royalties are earned during the Royalty
Term for each Fluorescent Product. With each such quarterly payment, Clontech
shall furnish Aurora a royalty statement setting forth on a country-by-country
basis relevant sales information, including the total number of units of each
such Fluorescent Product sold and other information necessary to (i) calculate
royalties owed to Aurora by Clontech in accordance with this Agreement for each
Fluorescent Product and [*]

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

Each payment made by Clontech to Aurora, in accordance with this Agreement,
shall be wired to a bank account designated by Aurora, on or before the date
such payment is due.

7.2 CURRENCY OF PAYMENT. All payments to be made under this Agreement,
including the royalties payable to Aurora by Clontech, shall be paid in U.S.
dollars by wire transfer or other mutually acceptable means to a bank account
designated by Aurora. Royalties earned shall be determined from the Sales in
the currency of the country in which they are earned and then converted into
dollars at the prevailing commercial rate of exchange for purchasing dollars
with such foreign currency as quoted by the eastern edition of the Wall Street
Journal at the close of business on the last business day of the calendar
quarter for which the relevant royalty payment was earned.

7.3 TAXES WITHHELD. Any income or other tax that Clontech is required by
a government agency to withhold and pay on behalf of Aurora with respect to the
royalties payable under this Agreement shall be deducted from and offset against
said royalties prior to remittance to Aurora; provided, however, that in regard
to any tax so deducted, Clontech shall (1) give or cause to be given to Aurora
such assistance as may reasonably be necessary to enable Aurora to claim
exemption therefrom or credit therefor; (2) shall cause, or use reasonable
efforts to minimize or mitigate any taxes on behalf of Aurora and in each case
shall furnish Aurora proper evidence of the taxes paid on Aurora's behalf.

7.4 SALES RECORDS AND ROYALTY CALCULATIONS. During the Royalty Term and
for [*] from the date of each payment of royalties, Clontech shall keep complete
and accurate records of sales and all other information necessary to calculate
Sales of each Fluorescent Product and Past Product in sufficient detail to allow
the accrued royalties to be determined accurately in accordance with GAAP.
Aurora, with reasonable written notice to Clontech, shall have the right to
cause Aurora's nationally recognized independent, certified public accountant to
audit such records at the place or places of business where such records are
customarily kept in order to verify the accuracy of the reports of Sales and
royalty payments. Such accountant shall execute a confidentiality agreement
prior to entering Clontech's premises, obligating such accountant to keep all
information disclosed to it confidential and shall only be permitted to disclose
to Aurora the extent of any discrepancy between royalty payments paid by
Clontech hereunder and the actual royalty required to be so paid. Aurora shall
bear the full cost of such audit unless such audit discloses a variance of more
than five percent (5%) from the amount of the royalties due under this
Agreement, in which event, Clontech shall bear the full cost of such audit.
Aurora agrees not to disclose Confidential Information concerning royalty
payments and reports, and all information learned in the course of any audit or
inspection, except to the extent necessary for Aurora to reveal such information
in order to enforce its rights under this Agreement or if disclosure is required
by law.

7.5 [*]

7.6 TECHNOLOGY FEE AND ROYALTY. The parties acknowledge that the
principal value contributed by Aurora under this Agreement is the Aurora
Technology (particularly Materials) offered by Aurora and the parties reasonably
believe will lessen the time required to develop new Fluorescent Products and to
increase the efficiency of drug/target discovery and development processes and
technologies. Clontech acknowledges and agrees that the value it receives

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

hereunder is in the access and use of Aurora Technology; accordingly, Clontech
agrees to pay technology access and license fees for Aurora Technology.
Additionally, the parties acknowledge that Aurora may not own or Control patent
applications or patents covering the manufacture, sale, use or importation of a
particular Fluorescent Product; provided, however, Clontech agrees to pay
royalties during the Royalty Term at the applicable rare specified under the
Agreement, regardless of whether a Fluorescent Product is [*] with the exception
of the royalty terms specified in Section 3.1.2 herein regarding rights in [*]

8. PROTECTION AND MAINTENANCE OF PATENT RIGHTS

8.1 Aurora shall use reasonable efforts to continue to prosecute the
Aurora Patents to obtain the broadest claims reasonably possible and to defend
and maintain the validity and enforceability of any issued claims. Aurora shall
have sole control of the prosecution of all Aurora Patents. Aurora, at
Clontech's request, will provide quarterly updates of such prosecution.
Clontech will pay [*] of the patent prosecution costs of the Aurora Patents
billed to Aurora by a Third Party within thirty (30) days of receipt of invoice;
[*] Aurora will provide Clontech with [*] of patent prosecution of the Aurora
Patents and related invoices for reimbursement of patent prosecution costs
(includes costs and attorney fees). [*]

9. REPRESENTATIONS AND WARRANTEES

9.1 REPRESENTATIONS AND WARRANTIES OF AURORA AND CLONTECH. Each Party
hereby represents and warrants:

CORPORATE POWER. Such party is duly organized and validly existing
and in good standing under the laws of the state of its incorporation
and his all requisite corporate power and authority to enter into this
Agreement and to carry out the provisions hereof.

DUE AUTHORIZATION. Such party is duly authorized to execute and
deliver this Agreement and to perform its obligations hereunder.

BINDING AGREEMENT. This Agreement is a legal and valid obligation
binding upon it and enforceable in accordance with its terms. The
execution, delivery and performance of this Agreement by such party
does not conflict with any agreement, instrument or understanding,
oral or written to which it is a party or by which it may be bound,
nor violate any law or regulation of any court, governmental body or
administrative or other agency having jurisdiction over it.

9.2 REPRESENTATIONS AND WARRANTIES OF CLONTECH.

Clontech further represents and warrants to Aurora that:

[*]

9.3 REPRESENTATIONS AND WARRANTIES OF AURORA.

Aurora further represents and warrants to Clontech that:

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

(a) It Controls under valid licenses, and will use reasonable
efforts to continue to Control under valid licenses all right, title and
interest in and to the Aurora Patents licensed, except as otherwise provided or
disclosed herein.

9.4 NEGATION OF WARRANTIES

9.4.1 Except as expressly set forth in this Agreement, Aurora
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 PRODUCTS OR
SERVICES WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR
ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

10. CONFIDENTIALITY

10.1 CONFIDENTIAL INFORMATION. Except as expressly provided herein, the
parties agree that, for the Term and [*] thereafter, the receiving party shall
keep completely confidential and shall not publish or otherwise disclose to
another party and shall not use for any purpose other than to perform the
purposes contemplated by this Agreement any Confidential Information furnished
to it by the disclosing party hereto pursuant to this Agreement, except that to
the extent that it can be established by the receiving party by competent proof
that such Confidential Information:

was already known to the receiving party, other than under an obligation of
confidentiality, at the time of disclosure;

was generally available to the public or otherwise part of the public
domain at the time of its disclosure to the receiving party;

became generally available to the public or otherwise part of the public
domain after its disclosure and other than through any act or omission of
the receiving party in breach of this Agreement; or

was lawfully disclosed to the receiving party by a person other than a
party hereto; or

was independently developed by the receiving party without the use of
Confidential Information.

10.2 PERMITTED USE AND DISCLOSURES. Each party hereto may use or disclose
Confidential Information disclosed to it by the other party to the extent such
use or disclosure is reasonably necessary in filing or prosecuting patent
applications, prosecuting or defending litigation, complying with applicable
law, governmental regulation or court order, submitting information to tax or
other governmental authorities making a permitted sublicense or otherwise
exercising its rights hereunder, provided that if a party is required to make
any such disclosure of another party's Confidential Information, other than
pursuant to a confidentiality agreement, it will give reasonable advance notice
to the latter party of such disclosure and, save to the extent inappropriate in
the case of patent applications, will use reasonable efforts to secure
confidential

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

treatment of such information prior to its disclosure (whether through
protective orders or otherwise).

10.3 CONFIDENTIAL TERMS. Except as expressly provided herein, each party
agrees not to disclose any material or financial terms of this Agreement to
another party without the consent of the other party, not to be unreasonably
withheld; provided, however, each party reserves the right to make reasonable
disclosures including the redaction of material or financial terms) as required
by securities or other applicable laws, or to actual or prospective investors or
corporate partners (including licensees and acquirers), or to accountants,
attorneys and other professional advisors on a need-to-know basis under
circumstances that reasonably ensure the confidentiality thereof, or to the
extent required by law. If such Confidential Information is to become public
information by such disclosure the disclosing party must obtain the written
consent of the non-disclosing party in order to obtain protection of the
Confidential Information if necessary.

10.4 PRESS RELEASE. Notwithstanding the foregoing, the parties agree on
the press release to announce the execution of this Agreement and to be released
by Aurora, substantially in the same form as attached in Exhibit B and to be
mutually agreed upon. Thereafter, Clontech and Aurora may each disclose to
Third Parties the information contained in the mutually agreed upon press
release without the need for further approval by the other.

10.5 REVIEW PROCESS FOR NEW FLUORESCENT PRODUCT LITERATURE. At least [*]
prior to the public distribution of Fluorescent Product literature (including
brochures and website information) Clontech will provide to Aurora the same for
review and comment and Aurora will have [*] days to comment and approve or
decline release of such license in writing (such consent not to be unreasonably
withhold); provided, however that if Aurora does not provide any such
communication within such [*] Clontech may release such literature without
Aurora's written approval.

11. TERMINATION

11.1 TERM. This Agreement is effective as of this Effective Date and shall
continue in full force and effect until March 5, 2005 ("Term"), unless otherwise
terminated as provided herein. Prior to September 5, 2004, the parties may
mutually agree in writing to extend such Term beyond March 5, 2005. [*]

11.2 TERMINATION. Either party shall have the right to terminate this
Agreement at any time during the Term for a material breach of this Agreement by
the other party, provided that the non-breaching party shall have first given
sixty (60) days prior written notice (twenty (20) days in the event of
non-payment of any amounts due under this Agreement) to the breaching party
describing such breach and stating the non-breaching party's intention to
terminate this Agreement if such breach remains uncured, and the breaching party
thereafter fails to cure same within such sixty day (60) period (twenty (20) day
period in the event of non-payment of any amounts due under this Agreement).

11.3 [*]

11.4 EFFECT OF EXPIRATION OR TERMINATION. The obligations and rights of
the parties under Section 3.1.1 (survives only through the calendar year of
termination or expiration) and

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

Articles 5, 7, 10 and 12, thereof shall survive termination or expiration of
this Agreement. Except as otherwise expressly provided in this Agreement,
the rights and obligations of the parties under Article 2 hereof shall
terminate and be of no further force or effect whatsoever upon any
termination of this Agreement. Upon expiration or other termination of the
Agreement all licenses granted will thereby terminate and Materials will be
destroyed or returned, at the sole discretion of Aurora within sixty (60)
days.

12. INDEMNIFICATION

12.1 INDEMNIFICATION. Clontech will defend, indemnify and hold Aurora, its
officers, directors, employees, affiliates and agents harmless against any and
all liability, loss, damage, claim or expense (including attorney's fees)
arising out of a suit by a Third Party from the performance under this Agreement
by Clontech, including the sale of Past Products or Fluorescent Products by
Clontech.

12.2 CLONTECH INDEMNIFICATION FOR PRODUCTS OR SERVICES ARISING FROM LICENSE
GRANTED HEREIN. With respect to rights licensed to Aurora by the Xxxxxx Xxxxxx
Medical Institute ("HHMI") or by The Regents of the University of California
("UC"), Clontech agrees to indemnify, defend and hold harmless HHMI or UC, as
appropriate, and their respective officers, directors, employees, sponsors and
agents from and against all damages or other amounts payable to a Third Party
(including product liability) resulting or arising from Clontech's use of the
rights granted herein to the extent that such indemnification by Clontech is
required by HBM or UC pursuant to agreements between MIME and Aurora or between
UC and Aurora.

13. MISCELLANEOUS

13.1 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon the
parties' respective successors and permitted assigns. Clontech may not assign
this Agreement or any of its rights or obligations hereunder without the prior
written consent of Aurora (not to be unreasonably withheld), and any such
attempted assignment shall be void. Aurora may assign this Agreement.

13.2 EFFECT OF WAIVER. No waiver of any default, condition, provisions or
breach of this Agreement shall be deemed to imply or constitute a waiver of any
other like default, condition, provision or breach of this Agreement.

13.3 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF
THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

13.4 FORCE MAJEURE. Neither party shall lose any rights hereunder or be
liable to the other party for damages or losses (except for payment obligations)
on account of failure of performance by the defaulting party if the failure is
occasioned by war, strike, fire, act of God(s), earthquake, flood (including El
Nino and La Nina), lockout, embargo and governmental acts or orders or
restrictions.

13.5 AMENDMENT. No modification, supplement to or waiver of this Agreement
or any Addendum hereto or any of their provisions shall be binding upon a party
hereto unless made in writing and duly signed by an authorized representative of
both Clontech and Aurora. In no event may the terms of this Agreement be
changed, deleted, supplemented or waived by any notice, purchase order, receipt,
acceptance, xxxx of lading or other similar form of document. A failure of
either party to exercise any right or remedy hereunder, in whole or in part, or
on one or more occasions, shall not be deemed either a waiver of such right or
remedy to the extent not exercised, or of any other right or remedy, on such
occasion or a waiver of any right or remedy on any succeeding occasion.

13.6 ENTIRE AGREEMENT. This Agreement, and each Exhibit attached hereto,
and each supplemental written agreement contemplated hereunder, sets forth the
entire understanding and agreement of the parties as to the subject matter
thereof, and there are no other understandings, representations or promises,
written or verbal, not set forth herein or on which either party has relied. If
any provisions of any such Addendum or supplemental written agreement conflict
with any provisions set forth in this Agreement, the provisions of this
Agreement shall take precedence, unless such Addendum or supplemental written
agreement expressly refers to the specific provision(s) of this Agreement that
it is intended to replace or modify (and which shall be limited in force and
effect to such Addendum or supplemental written agreement only).

13.7 NOTICES. All Notices under this Agreement shall be given in writing
and shall be addressed to the parties at the following addresses:

For Clontech:

Xxxxxxx Xxxx, Ph.D.
CEO/President
Clontech Laboratories
0000 Xxxx Xxxxxx Xxxxxx
Xxxx, Xxxx, Xxxxxxxxxx 00000

Copies to:

Xxxxx Xxxxxxxxx, Esq.
Director, Intellectual Property
Clontech Laboratories
0000 Xxxx Xxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000

For Aurora:

Xxxxxxx X. Xxxx, M.D., X.Xx.
CEO, President and Chairman
Aurora Biosciences Corporation
00000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000

Copies to:

Xxxx X. Xxxxxxxx
General Counsel and Vice President, Intellectual Property
Aurora Biosciences Corporation
00000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000

Notices shall be in writing and shall be deemed delivered when received if
delivered by a courier, or on the second business day following mailing, if sent
by first-class certified or registered mail, postage prepaid.

13.8 ARBITRATION. The parties recognize that disputes as to certain
matters may from time to time arise during the term of this Agreement which
relate to either party's rights and/or obligations hereunder. It is the
objective of the parties to establish procedures to facilitate the resolution of
disputes arising under this Agreement in an expedient manner by mutual
cooperation and without resort to arbitration. The parties agree that; prior to
any arbitration concerning this Agreement, Clontech's CEO and Aurora's CEO will
meet in person or by video-conferencing in a good faith effort to resolve any
disputes concerning this Agreement. Within thirty (30) days of a formal request
by either party to the other, any party may, by written notice to the other,
have such dispute referred to their respective officers designated or their
successors, for attempted resolution by good faith negotiations, such good faith
negotiations to begin within thirty (30) days after such notice is received.
Except as otherwise provided specifically herein, any controversy or claim under
this Agreement shall be solely settled by arbitration by one arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association (the
"Association"); provided that the parties shall first use their best efforts to
resolve such dispute by negotiation. The arbitration shall be conducted [*]
The arbitrator shall be selected by the joint agreement of the parties, but if
they do not so agree within twenty (20) days of the date of a request for
arbitration, the selection shall be made pursuant to the rules of the
Association. The decision reached by the arbitrator shall be made within six
(6) months of the start of arbitration and shall be conclusive and binding, upon
the parties hereto and may be filed with the clerk of any court of competent
jurisdiction and a judgment confirming such decision may, if desired by any
party to the arbitration, be entered in such court. Each of the parties shall
pay its own expenses of arbitration and the expenses of the arbitrator(s) shall
be equally shared; provided, however, that if in the opinion of the
arbitrator(s) any claim hereunder or any defense or objection thereto was
unreasonable, the arbitrator(s) may assess, as part of the award, all or any
part of the Arbitration Expenses (including reasonable attorneys' fees) against
the party raising such unreasonable claim, defense or objection. Nothing herein
set forth shall prevent the parties from settling any dispute by mutual
agreement at any time. Notwithstanding anything to the contrary in this Section
13, either party may seek immediate injunctive or other interim relief from any
court of competent jurisdiction with respect to any' breach of Sections 5 or 9
hereof, or otherwise to enforce and protect the patent rights, copyrights,
trademarks, or other intellectual property rights owned or Controlled by such
party. For clarity, this arbitration provision, Section 13.8, shall not apply
to any claim of infringement or a lawsuit to determine the enforceability or
validity of intellectual property, including patents. In no event shall a
demand for arbitration be made after the date when the institution of a legal or
equitable proceeding based on the claim, dispute or other matter in question
would be barred by the applicable statute of limitations.

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

13.9 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard or giving
effect to its principles of conflict of laws.

13.10 THIRD PARTY BENEFICIARIES. This Agreement and the rights and
obligations are created hereunder for the sole benefit of the parties hereto and
their respective successors or assigns as may be permitted under the terms of
this Agreement. By entering into this Agreement, the parties agree that they
are not creating and do not intend to create an implied or incidental rights
inuring to the benefit of Third Parties.

13.11 SEVERABILITY. This Agreement is intended to be severable. If any
provision(s) of this Agreement are or become invalid, are ruled illegal by a
court of competent jurisdiction or are deemed unenforceable under the current
applicable law from time to time in effect during the term hereof, it is the
intention of the parties that the remainder of the Agreement shall not be
affected thereby and shall continue to be construed to the maximum extent
permitted by law at such time. It is further the intention, of the parties that
in lieu of each such provision which is invalid, illegal, or unenforceable,
there shall be substituted or added as part of this Agreement by such court of
competent jurisdiction a provision which shall be as similar as possible, in
economic and business objectives as intended by the parties to such invalid,
illegal or unenforceable provision, but shall be valid, legal and enforceable.

13.12 HEADINGS. Captions and paragraph headings are for convenience only
and shall not form an interpretative part of this Agreement. Unless otherwise
specifically provided, all references to a Section incorporate all Sections or
subsections thereunder. This Agreement shall not be strictly construed against
either party hereto and maybe executed in two or more counterparts, each of
which will be deemed an original and the same instrument. Counterparts may be
signed and delivered by facsimile, each of which shall be binding when sent, and
in each case an original shall be sent via overnight courier. This Agreement
will not be enforceable and shall have no effect if this Agreement is not
executed by Clontech and Aurora on or before March 10, 1999.

IN WITNESS WHEREOF, the parties have executed this Agreement.

By: /s/ Xxxxxxx Xxxx Date: [*]
----------------------------
Xxxxxxx Xxxx, Ph.D.
President and CEO
Clontech Laboratories, Inc.

By: /s/ Xxxxxxx X. Xxxx Date: [*]
----------------------------
Xxxxxxx X. Xxxx, M.D., Sc.D.
President, CEO and Chairman
For Aurora Biosciences Corporation

EXHIBIT A

AURORA PATENTS

[*]

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

EXHIBIT B

PRESS RELEASE

AURORA BIOSCIENCES CORPORATION

CONTACT: XXXXXX XXXXXXX 00000 Xxxxxxxxx Xxxx

DIRECTOR, CORPORATE COMMUNICATIONS Xxx Xxxxx XX 00000

AND INVESTOR RELATIONS

E-mail: xxxxxxxx@xxxxxxxxx.xxx Phone: (000) 000-0000

Website: xxxx://xxx.xxxxxxxxx.xxx Fax: (000) 000-0000

CONFIDENTIAL
AURORA BIOSCIENCES AND CLONTECH ANNOUNCE
COMMERCIALIZATION AGREEMENT FOR GFP
TECHNOLOGY

SAN DIEGO ([*]) -- Aurora Biosciences Corporation (Nasdaq:ABSC) and Clontech
Laboratories, Inc. today announced an agreement to commercialize mutant green
fluorescent proteins ("GFP"), which are [*] tools for cell biology and
genomics. Under the license agreement, Clontech will be Aurora's sole
worldwide licensee to supply certain GFP technology to not-for-profit
customers for non-commercial research with a "zip-lock" license. Clontech may
also supply Aurora's GFP technology to for-profit customers for
non-commercial research. Use of this [*] genomics technology for commercial
purposes would require a direct license from Aurora and Clontech will [*]

The agreement provides for Clontech to pay an up-front technology access fee for
Aurora's ultrabright GFP's. In addition, Aurora will receive royalties on any
GFP tools that Clontech sells.

"Clontech is a leading life sciences research tools company that has made
important contributions to commercializing GFP technology. We are pleased to
have them offer Aurora's powerful genomic and cell biology GFP tools as part of
their expanding product line," said Xxxxxxx X. Xxxx, M.D., Sc.D., Aurora's
chairman, chief executive officer and president. "Starting in the second quarter
of this year, Clontech will be Aurora's only licensed supplier of these genomic
tools for research purposes."

"Aurora controls an impressive intellectual property estate concerning GFP
technology, which is a fundamental workhorse of the biotech and research
communities," said Xxxxxxx Xxxx, Ph.D., Clontech's chairman, president and chief
executive officer. [*] We are preparing to expand our Living Colors-Registered
Trademark- line with Aurora enhanced GFP's, and look forward to providing
user-friendly, non-commercial use licenses for this GFP technology." Living
Colors-Registered Trademark- is the portfolio of fluorescent protein reporters
that Clontech provides for monitoring gene expression and protein localization.

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

All customers desiring a license to Aurora's GFP technology for non-commercial
purposes should contact Clontech directly. Not-for-profit customers will not be
charged any license fee under the terms of the proposed "zip-lock" license for
non-commercial research. For-profit customers wishing to use Aurora's GFP
technology for noncommercial research should also contact Clontech and license
fees will vary depending on the size of the research site. Customers desiring to
use Aurora's GFP technology for commercial purposes should contact Aurora
directly.

Aurora's GFP technology is part of its large patented portfolio of fluorescent
technologies. Drug discovery-related applications for GFP technology include
functional generates, high throughput screening assays, and gene profiling to
assess the potential toxicity of compounds. GFP's are widely used as research
tools, with over 1200 publications relating to GFP to date. Aurora's issued
patents on GFP, which include over 80 claims, are directed toward nucleic acids
encoding fluorescent proteins, the fluorescent proteins themselves, and various
fusion proteins. Aurora also has applications pending on many fundamental uses
of fluorescent proteins.

Aurora designs and develops proprietary drug discovery systems, services and
technologies to accelerate and enhance the discovery of new medicines. Aurora is
developing an integrated technology platform comprised of a portfolio of
proprietary fluorescent assay technologies and an UHTSS-TM- platform designed to
allow assay miniaturization and to overcome many of the limitations associated
with the traditional drug discovery process. The Company believes that the
UHTSS-TM- platform will enable Aurora and its collaborators to take advantage of
the opportunities created by recent advances in genomics and combinatorial
chemistry that have generated many new therapeutic targets and an abundance of
new, small molecule compounds. Current collaborators include Merck & Co., Inc.,
Xxxxxx-Xxxxxxx, Xxxxxxx-Xxxxx Squibb Co., Xxx Lilly and Company,
X.Xxxxxxxx-XxXxxxx, Pharmacia & Upjohn, Inc., Cytovia, Inc. and SIDDCO, Inc. For
additional corporate information, visit the Aurora website at
xxxx://xxx.xxxxxxxxx.xxx.

CLONTECH LABORATORIES, INC. DEVELOPS, MANUFACTURES, AND MARKETS PRODUCTS FOR
LIFE SCIENCE RESEARCH. WITH OVER 1,500 PRODUCTS, THE COMPANY HAS ASSEMBLED ONE
TO THE BROADEST PORTFOLIOS OF MOLECULAR BIOLOGY RESEARCH TOOLS IN THE INDUSTRY.
THE COMPANY'S PRODUCTS FACILITATE RESEARCH ANALYSIS IN THE AREAS OF GENE
IDENTIFICATION, GENE EXPRESSION ANALYSIS, FUNCTIONAL ANALYSIS, AND TARGET
VALIDATION. FOR ADDITIONAL CORPORATE INFORMATION, VISIT CLONTECH'S WEB SITE AT
xxxx://xxx.xxxxxxxx.xxx.

Statements in this press release that are not strictly historical are
"forward-looking" statements that involve a high degree of risk and uncertainty.
Such forward-looking statements include statements regarding the potential use
of GFP technology, as well as the development of the UHTSS-TM- platform. Such
statements are only predictions and the actual events or results may differ
materially from those projected in such forwardlooking statements. Factors that
could cause or contribute to differences include risks associated with the
dependence on patents and proprietary rights, the ability to attract additional
licensees and collaborative partners, risks involved with the Company's new and
uncertain technology, dependence on existing pharmaceutical and biotechnology
collaborations, and the development or availability of competing systems. With
respect to Aurora, these factors and others are more fully described in

Aurora's Annual Report on Form 10-K for the fiscal year ended December 31,
1997 and subsequent Forms 10-Q, as filed with the Securities and Exchange
Commission. The Company assumes no obligation to update any forward-looking
statements.

UHTSS-TM- is a trademark of Aurora Biosciences Corporation. Living Colors-TM- is
a trademark of Clontech, Inc.

EXHIBIT C

NON-COMMERCIAL LICENSE

NON-COMMERCIAL USE LICENSE AGREEMENT

LICENSE FOR LIVING COLORS-Registered Trademark- LICENSED PRODUCTS

IMPORTANT INSTRUCTIONS--READ CAREFULLY: This Non-Commercial Use License
Agreement (this "Agreement") is the legal agreement between you, your for-profit
organization (hereinafter Licensee), which purchased the Products and Aurora
Biosciences Corporation ("Aurora") (hereinafter Licensor), together, the
Parties, for the non-commercial use of the Living Colors-Registered Trademark-
Licensed Products (hereinafter the "Products") identified above. Clontech is
the co-exclusive licensee of Aurora for the sale of the Products for
non-commercial use.

AS A CONDITION OF THE SALE OF THE PRODUCTS AND PRIOR TO THE OPENING OF PACKAGING
ENCLOSING THE PRODUCTS, AURORA AND LICENSEE AGREE AS FOLLOWS:

1. PRODUCTS ARE FOR NON-COMMERCIAL USE, RESEARCH, BY YOU, THE LICENSEE.
LICENSEE SHALL USE THE PRODUCTS SOLELY FOR THE PURPOSE OF CONDUCTING INTERNAL,
NON-COMMERCIAL RESEARCH AT THE FOR-PROFIT ORGANIZATION ("RESEARCH"). THE
LICENSEE MAY MODIFY THE NON-CODING REGION OF THE PRODUCTS TO FACILITATE
RESEARCH. THE LICENSEE WILL NOT MODIFY THE CODING REGION OF THE FLUORESCENT
PROTEIN OF THE PRODUCTS. Licensee may allow access to the Products to employees
and students for purposes consistent with this Agreement provided that prior to
such disclosure, such individuals shall have been apprised of the proprietary
nature of the Products. Licensee will not sell, transfer, disclose or otherwise
provide access to the Products to any person or entity, except as expressly
permitted herein. Licensor and Licensee acknowledge that Licensee shall not
have the right to authorize any third party to use or sell any Products or
derivatives thereof. LICENSEE ACKNOWLEDGES THAT THE PRODUCTS SHALL NOT BE USED
FOR ANY EXPERIMENT OR ACTIVITY WHERE A FOR-PROFIT ORGANIZATION FUNDS (OTHER THAN
THE LICENSEE'S OWN FUNDING) IN WHOLE OR IN PART, SUCH ACTIVITIES OR POSSESSES
ANY PRESENT OR FUTURE INTELLECTUAL PROPERTY OR CONTRACT RIGHT IN SUCH
ACTIVITIES.

2. SORRY, THERE ARE SOME PROHIBITED USES OF THE PRODUCT. Because a second
license is required for certain uses of the Products, Products will not be used
in the following fields: (i) services to Third Parties (e.g. screening and
profiling); (ii) databases subscription/access; (iii) use in IN VIVO
multi-cellular organisms; (iv) diagnostics; (v) screening more than 1,000
chemicals in a 12 month period to identify useful chemicals; (vi) profiling
chemicals for selectivity, bioavailability, drug metabolism or toxicity; (vii)
promoterless vectors for integration into a mammalian genome using
non-homologous recombination integration methods (e.g. random integration); or
(viii) a quality control or assurance process for the manufacture of a product
for sale.

3. YOU MUST CONDUCT RESEARCH WITHIN THE LAW AND THERE ARE SOME PRECAUTIONS.
Upon receipt of the Products, Licensee shall conduct the Research utilizing its
expertise and facilities in strict accordance with all applicable state and
federal laws, regulations and guidelines. Licensee understands that the
Products, under certain circumstances, may have biological and/or chemical
properties that are unpredictable and unknown at the time of transfer, that they
are to be used with caution and prudence, and are not to be used for testing in
or treatment of humans.

4. YOU MAINTAIN THE RIGHT TO PUBLISH RESEARCH RESULTS. Licensee shall have
the right to use all results solely for research and other non-commercial
purposes, such as publication of scientific articles and public presentation of
research results.

5. PROPRIETARY AND PROPERTY RIGHTS. Licensor hereby grants to Licensee a
non-exclusive right to use the Product after the Effective Date in accordance
with the terms of this Agreement. Title to the product shall not transfer to
the Licensee. Licensor retains all rights not expressly granted herein and
no implied licenses are granted herein. If the Licensee breaches this
contract any intellectual property rights created with the use of the
Products will be assigned to Aurora. The Products are provided under at
least one of the following: U.S. Patents 5,625,048 or 5,777,079; and
Published PCT Applications: WO96/23810, WO97/28261, WO98/63737 or WO98-02571.
Additional patent rights are pending worldwide.

6. DO NOT MISUSE THE PRODUCTS AND INDEMNIFICATION. Licensee will defend,
indemnify and hold Licensor, Clontech, The Regents of the University of
California and the Xxxxxx Xxxxxx Medical Institute, their managers, directors,
officers, employees, sponsors and agents (collectively the "Indemnified
Parties") harmless against any and all liability, loss, damage, claim or
expense, including attorney's fees, (collectively the "Indemnified Losses")
arising out of or in connection with this Agreement, including, without
limitation Indemnified Losses resulting from any use by the Licensee, Licensee'
employees or students of the Products and any materials derived therefrom.
Licensee will indemnify and hold harmless the Indemnified Parties against any
and all Indemnified Losses resulting from, arising out of or relating to: (i)
product liability claims of any nature; (ii) claims arising from Licensee's
failure to comply with all governmental regulations relating in any to use or
storage of the Products; (iii) Licensee's breach of this Agreement; and (iv)
claims by a third party that Licensee, Licensee's employees or students use of
the Products infringes or violates any patent, copyright, trademark or property
rights of such third party.

7. LIMITED WARRANTY. Clontech warrants that, at the time of shipment, the
products sold by it are free from defects in material and workmanship and
conform to specifications, which accompany the product. Licensor and Clontech
make no other warranty, express or implied with respect to the products,
including any warranty of merchantability or fitness for any particular purpose
or that the Products do not infringe an patent. Notification of any claim for
breach of warranty must be made within sixty (60) days of receipt unless
provided in writing by Licensor and Clontech. No claim shall be honored if the
Licensee fails to notify Clontech within the period specified. The sole and
exclusive remedy available to Licensee for any liability of Clontech and
Licensor whether based upon warranty, strict liability, contract or otherwise,
is limited to the replacement of the goods or the refund of the invoice price of
the goods. Clontech and Licensor shall in

no case be liable for special, incidental or consequential damages of any
kind.

8. TERM. This Agreement shall commence on the date indicated by the licensee
below or upon opening of the packaging (the "Effective Date"), which ever is
earlier, and terminate exactly one (1) year from the Effective Date.

9. TERMINATION. Either party may terminate this Agreement for any reason upon
thirty (30) days' written notice to the other party. The rights and obligations
under Sections 1, 3, 4, 5, 6 and 7 shall survive any termination, expiration or
completion of this Agreement with respect to information generated and
activities and events occurring prior thereto. Upon expiration or any
termination of this Agreement, Licensee shall promptly return to Aurora or
destroy, as Aurora directs, all remaining Products, and if applicable all
Products cloned, replicated or otherwise reproduced.

10. ENTIRE AGREEMENT AND ASSIGNABILITY. This Agreement, together with the
exhibits attached hereto, sets forth the complete and entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes and
terminates all prior agreements and understandings between the parties hereto.
No subsequent amendment or addition to this Agreement shall be binding upon the
parties hereto unless reduced to writing and signed by the respective authorized
officers of the parties hereto. This Agreement shall not be assigned or
otherwise transferred by Licensee.

11. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by the
laws of the State of California. Any dispute resolution or litigation
concerning this Agreement will occur in the State of California or the United
States District Court in California.

12. LICENSE FEE. Licensee will pay to Clontech a non-refundable license fee,
on the Effective Date, of [Clontech to Provide] Dollars ($ ). [site
language to be provided by Clontech]

Address:
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[Clontech to Provide]

EXHIBIT D

NOT-FOR-PROFIT-LICENSE

NON-COMMERCIAL USE LICENSE AGREEMENT

DOES NOT APPLY TO FOR-PROFIT ENTITIES. NOT-FOR-PROFIT ENTITIES CONDUCTING
COMMERCIAL ACTIVITIES MUST CALL CLONTECH FOR A LICENSE (0-000-000-0000).

LICENSE FOR LIVING COLORS-Registered Trademark- LICENSED PRODUCTS

IMPORTANT INSTRUCTIONS--READ CAREFULLY: This Non-Commercial Use License
Agreement (this "Agreement") is the legal agreement between you, your
not-for-profit organization (hereinafter Licensee), which purchased the Products
and Aurora Biosciences Corporation ("Aurora") (hereinafter Licensor), together,
the Parties, for the non-commercial use of the Living Colors-Registered
Trademark- Licensed Products (hereinafter the "Products") identified above.
Clontech is the co-exclusive licensee of Aurora for the sale of the Products to
not-for-profit organizations for non-commercial use.

AS A CONDITION OF THE SALE OF THE PRODUCTS AND PRIOR TO THE OPENING OF PACKAGING
ENCLOSING THE PRODUCTS, AURORA AND LICENSEE AGREE AS FOLLOWS:

1. PRODUCTS ARE FOR NON-COMMERCIAL USE, RESEARCH, BY YOU, THE LICENSEE.
LICENSEE SHALL USE THE PRODUCTS SOLELY FOR THE PURPOSE OF CONDUCTING INTERNAL,
NON-COMMERCIAL RESEARCH AT THE NOT-FOR-PROFIT ORGANIZATION ("RESEARCH"). THE
LICENSEE MAY MODIFY THE NON-CODING REGION OF THE PRODUCTS TO FACILITATE
RESEARCH. THE LICENSEE WILL NOT MODIFY THE CODING REGION OF THE FLUORESCENT
PROTEIN OF THE PRODUCTS. Licensee may allow access to the Products to employees
and students for purposes consistent with this Agreement provided that prior to
such disclosure, such individuals shall have been apprised of the proprietary
nature of the Products, Licensee will not sell, transfer, disclose or otherwise
provide access to the Products to any person or entity, except as expressly
permitted herein. Licensor and Licensee acknowledge that Licensee shall not
have the right to authorize any third party to use or sell any Products or
derivatives thereof. LICENSEE ACKNOWLEDGES THAT THE PRODUCTS SHALL NOT BE USED
FOR ANY EXPERIMENT OR ACTIVITY WHERE A FOR-PROFIT ORGANIZATION FUNDS IN WHOLE OR
IN PART, SUCH ACTIVITIES OR POSSESSES ANY PRESENT OR FUTURE INTELLECTUAL
PROPERTY OR CONTRACT RIGHT IN SUCH ACTIVITIES.

2. SORRY, THERE ARE SOME PROHIBITED USES OF THE PRODUCT. Because a second
license is required for certain uses of the Products, Products will not be used
in the following fields: (i) services to for-profit Third Parties (e.g.
screening and profiling); (ii) databases subscription/access paid for by a
for-profit entity; (iii) diagnostics; (iv) screening for more than 1,000
chemicals in a single year to identify useful chemicals; (v) profiling more than
100 chemicals in a 12 month period for: selectivity, bioavailability, drug
metabolism or toxicity; (vi) promoterless vectors for integration into a
mammalian genome using non-

homologous recombination integration methods (e.g. random integration; or
(vii) a quality control or assurance process for the manufacture of a product
for sale.

5. PROPRIETARY AND PROPERTY RIGHTS. Licensor hereby grants to Licensee a
non-exclusive right to use the Product after the Effective Date in accordance
with the terms of this Agreement. Title to the Products shall not transfer
to the Licensee. Licensor retains all rights not expressly granted herein
and there are no implied licenses granted herein. If the Licensee breaches
this contract any intellectual property rights created with the use of the
Products will be assigned to Aurora. The Products are provided under at
least one of the following: U.S. Patents 5,625,048 or 5,777,079; and
Published PCT Applications: WO96/23810, WO97/28261, WO98/63737 or WO98-02571.
Additional patent rights are pending worldwide.

period specified. The sole and exclusive remedy available to Licensee for
any liability of Clontech and Licensor whether based upon warranty, strict
liability, contract or otherwise, is limited to the replacement of the goods
or the refund of the invoice price of the goods. Clontech and Licensor shall
in no case be liable for special, incidental or consequential damages of any
kind.

8. TERM. This Agreement shall commence on the date indicated by the licensee
below or upon opening of the packaging (the "Effective Date"), which ever is
earlier, and continue in force as long as the Products are used in the case of
non-commercial use in a not-for-profit organization.

9. TERMINATION. Either party may terminate this Agreement for any reason upon
thirty (30) days' written notice to the other party. The rights and obligations
under Sections 1, 3, 4, 5, and 6 shall survive any termination, expiration or
completion of this Agreement with respect to information generated and
activities and events occurring prior thereto. Upon expiration or any
termination of this Agreement, Licensee shall promptly return to Aurora or
destroy, as Aurora directs, all remaining Products, and if applicable all
Products cloned, replicated or otherwise reproduced.

Address:
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EXHIBIT E

NOT-FOR-PROFIT ZIP-LOCK LICENSE

NON-COMMERCIAL USE LICENSE AGREEMENT

DOES NOT APPLY TO FOR-PROFIT ENTITIES. NOT-FOR-PROFIT ENTITIES CONDUCTING
COMMERCIAL ACTIVITIES MUST CALL CLONTECH FOR A LICENSE (0-000-000-0000).

LICENSE FOR LIVING COLORS-Registered Trademark- LICENSED PRODUCTS

IMPORTANT INSTRUCTIONS--READ CAREFULLY: This Non-Commercial Use License
Agreement ("Zip-Lock Agreement") is the legal agreement between you, your
not-for-profit organization (hereinafter Licensee), which purchased the Products
and Aurora Biosciences Corporation ("Aurora") (hereinafter Licensor), together,
the Parties, for the non-commercial use of the Living Colors-Registered
Trademark- Licensed Products (hereinafter the "Products") identified above.
Clontech is the co-exclusive licensee of Aurora for the sale of the Products for
non-commercial use.

AS A CONDITION OF THE SALE OF THE PRODUCTS AND PRIOR TO THE OPENING OF PACKAGING
ENCLOSING THE PRODUCTS, AURORA AND LICENSEE AGREE AS FOLLOWS:

1. PRODUCTS ARE FOR NON-COMMERCIAL USE, RESEARCH, BY YOU, THE LICENSEE.
LICENSEE SHALL USE THE PRODUCTS SOLELY FOR THE PURPOSE OF CONDUCTING INTERNAL,
NON-COMMERCIAL RESEARCH AT THE NOT-FOR-PROFIT ORGANIZATION ("RESEARCH"). THE
LICENSEE MAY MODIFY THE NON-CODING REGION OF THE PRODUCTS TO FACILITATE
RESEARCH. THE LICENSEE WILL NOT MODIFY THE CODING REGION OF THE FLUORESCENT
PROTEIN OF THE PRODUCTS. Licensee may allow access to the Products to employees
and students for purposes consistent with this Zip-Lock Agreement provided that
prior to such disclosure, such individuals shall have been apprised of the
proprietary nature of the Products. Licensee will not sell, transfer, disclose
or otherwise provide access to the Products to any person or entity. Licensor
and Licensee acknowledge that Licensee shall not have the right to authorize any
third party to use or sell any Products or derivatives thereof. LICENSEE
ACKNOWLEDGES THAT THE PRODUCTS SHALL NOT BE USED FOR ANY EXPERIMENT OR ACTIVITY
WHERE A FOR-PROFIT ORGANIZATION FUNDS IN WHOLE OR IN PART, SUCH ACTIVITIES OR
POSSESSES ANY PRESENT OR FUTURE INTELLECTUAL PROPERTY OR CONTRACT RIGHT IN SUCH
ACTIVITIES.

2. SORRY, THERE ARE SOME PROHIBITED USES OF THE PRODUCT. Because a second
license is required for certain uses of the Products, Products will not be used
in the following fields: (i) services to for-profit Third Parties (e.g.
screening and profiling); (ii) databases subscription/access paid for by a
for-profit entity; (iii) diagnostics; (iv) screening for more than 1,000
chemicals in a single year to identify useful chemicals; (v) profiling more than
100 chemicals in a 12 month period for: selectivity, bioavailability, drug
metabolism or toxicity; (vi) promoterless vectors for integration into

a mammalian genome using non-homologous recombination integration methods
(e.g. random integration; or (vii) a quality control or assurance process for
the manufacture of a product for sale.

5. PROPRIETARY AND PROPERTY RIGHTS. Licensor grants to Licensee a
non-exclusive right to use the Products, after the Effective Date, in accordance
with the terms of this Zip-Lock Agreement. Title to the Products shall not
transfer to the Licensee. Licensor retains all rights not expressly granted
herein and there are no implied licenses granted herein. If the Licensee
breaches this contract any intellectual property rights created with the use of
the Products will be assigned to Aurora. The Products are provided under at
least one of the following: U.S. Patents 5,625,048 or 5,777,079; and Published
PCT Applications: WO96/23810, WO97/28261, WO98/63737 or WO98-02571. Additional
patent rights are pending worldwide.

6. DO NOT MISUSE THE PRODUCTS AND INDEMNIFICATION. Licensee will defend,
indemnify and hold Licensor, Clontech, The Regents of the University of
California and the Xxxxxx Xxxxxx Medical Institute, their managers, directors,
officers, employees, sponsors and agents (collectively the "Indemnified
Parties") harmless against any and all liability, loss, damage, claim or
expense, including attorney's fees, (collectively the "Indemnified Losses")
arising out of or in connection with this Agreement, including, without
limitation Indemnified Losses resulting from any use by the Licensee, Licensee's
employees or students of the Products and any materials derived therefrom.
Licensee will indemnify and hold harmless the Indemnified Parties against any
and all Indemnified Losses resulting from, arising out of or relating to: (i)
product liability claims of any nature; (ii) claims arising from Licensee's
failure to comply with all governmental regulations relating in any to use or
storage of the Products; (iii) Licensee's breach of this Zip-Lock Agreement; and
(iv) claims by a third party that Licensee, Licensee's employees or students use
of the Products infringes or violates any patent, copyright, trademark or
property rights of such third party.

9. TERMINATION. Either party may terminate this Agreement for any reason upon
thirty (30) days' written notice to the other party. The rights and obligations
under Sections 1, 3, 4, 5 and 6 shall survive any termination, expiration or
completion of this Zip-Lock Agreement with respect to information generated and
activities and events occurring prior thereto. Upon expiration or any
termination of this Zip-Lock Agreement, Licensee shall promptly return to Aurora
or destroy, as Aurora directs, all remaining Products, and if applicable all
Products cloned, replicated or otherwise reproduced.

10. ENTIRE AGREEMENT AND ASSIGNABILITY. This Zip-Lock Agreement, together with
the exhibits attached hereto, sets forth the complete and entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes and
terminates all prior agreements and understandings between the parties hereto.
No subsequent amendment or addition to this Zip-Lock Agreement shall be binding
upon the parties hereto unless reduced to writing and signed by the respective
authorized officers of the parties hereto. This Zip-Lock Agreement shall not be
assigned or otherwise transferred by Licensee.

11. GOVERNING LAW AND JURISDICTION. This Zip-Lock Agreement shall be governed
by the laws of the State of California. Any dispute resolution or litigation
concerning this Zip-Lock Agreement will occur in the State of California or the
United States District Court in California.

WHEN LICENSEE OPENS THE PACKAGE OR USES THE PRODUCTS, THIS ZIP-LOCK AGREEMENT IS
IMMEDIATELY BINDING.

EXHIBIT F

UC LICENSE PROVISIONS

[*]

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

EXHIBIT G

CLONES

FLUORESCENT PROTEINS

[*]

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

EXHIBIT H

LIST OF FLUORESCENT PRODUCTS

FLUORESCENT PROTEINS
[*]

6004-1 pEYFP Vector 6085-1 pEGFP-N1 Vector
6005-1 pEYFP-C1 Vector 6086-1 pEGFP-1 Vector
6006-1 pEYFP-N1 Vector 6101-1 pCMS-EGFP Vector
6007-1 pEYFP-1 Vector 6115-1 pEYFP-Mito Vector
6008-1 pd2EGFP-1 Vector 6116-1 pEGFP-Actin Vector
6009-1 pd2EGFP-N1 Vector 6117-1 pEGFP-Tub Vector
6010-1 pd2EGFP Vector 6118-1 pEYFP-Tub Vector
6011-1 pNeoEGFP Vector 6154-1 pBI-EGFP Tet Vector
6012-1 pd2EGFP-Control Vector 6900-1 pECFP-N1 Vector
6013-1 pd2EGFP-Basic Vector 6901-1 pECFP-1 Vector
6014-1 pHygEGFP Vector 6902-1 pEYFP-Actin Vector
6015-1 pd2EGFP-Enhancer Vector 6903-1 pECFP-Mito Vector
6016-1 pd2EGFP-Promoter Vector 6904-1 pECFP-Nuc Vector
6029-1 pIRES2-EGFP Vector 6905-1 pEYFP-Nuc Vector
6032-1 xXXXX-EYFP Vector 6906-1 pEYFP-ER Vector
6038-1 pBFP2 Vector 6907-1 pECFP-ER Vector
6039-1 pGFPmut3.1 Vector 6908-1 pECFP-Golgi Vector
6054-1 pNF-kB-d2EGFP Vector 6909-1 pEYFP-Golgi Vector
6058-1 pLEGFP-C1 Removiral Vector 8137-1 ApoAlert Annexin V-EGFP
6059-1 pLEGFP-N1 Removiral Vector 8920-1 pHAT-GFPuv Vector
6068-1 pEBFP Vector K2018-1 ApoAlert Apo2.7/Annexin V-EGFP Kit
6069-1 pEBFP-N1 Vector K2019-1 ApoAlert Annexin V-EGFP Apoptosis Kit
6070-1 pEBFP-C1 Vector K2019-2 ApoAlert Annexin V-EGFP Apoptosis Kit
6072-1 pd4EGFP-N1 Vector K6000-1 pEGFP-C Vector Set
6073-1 pd1EGFP-N1 Vector K6001-1 pEGFP-N Vector Set
6074-1 pEGFP-F Vector K6002-1 Bacterial Destabilized GFP Vector Set
6075-1 pECFP Vector
6076-1 pECFP-C1 Vector
6077-1 pEGFP Vector
6079-1 pGFPuv Vector
6080-1 pEGFP-N3 Vector
6081-1 pEGFP-N2 Vector
6082-1 pEGFP-C3 Vector
6083-1 pEGFP-C2 Vector
6084-1 pEGFP-C1 Vector

[*]

* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.

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