0001125282-03-002722 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT BETWEEN ORCHID BIOSCIENCES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY
Rights Agreement • April 2nd, 2003 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware

This First Amendment to Rights Agreement (the “Amendment”) is made as of this 31st day of March, 2003 by and between Orchid BioSciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined below).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2003 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2003, between Orchid BioSciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the execution pages hereof (the “Execution Pages”and each an“Execution Page”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2003 • Orchid Biosciences Inc • In vitro & in vivo diagnostic substances • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2003, by and among Orchid BioSciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (together with their affiliates, the “Initial Investors”).

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