0001169232-03-002196 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research • California

This Amendment No. 1 (this “Amendment”) to the Rights Agreement dated as of May 5, 2000 (the “Agreement”) is made as of November __, 2002, by and among Structural Proteomics, Inc., a New Jersey corporation (“SP”), Richard Fine, Boris Klebansky and Arnold Hagler (collectively, the “Founders”) and Discovery Partners International, Inc., a Delaware corporation (“DPI”).

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DISCOVERY PARTNERS INTERNATIONAL, INC. CONSULTING AGREEMENT
Consulting Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research • California

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2003 (the “Effective Date”) by and between Discovery Partners International, Inc., a Delaware corporation (the “Company”), and Arnold Hagler (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research • California

This Stock Purchase Agreement (this “Agreement”) is made as of December 31, 2002, by and between Arnold Hagler (“Hagler”) and Discovery Partners International, Inc. (“DPI”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research • California

This Stock Purchase Agreement (this “Agreement”) is made as of December 13, 2002, by and between Richard Fine (“Fine”) and Discovery Partners International, Inc. (“DPI”).

Amendment No. 3 to the 2002 Agreement between Discovery Partners International, Inc and Pfizer Inc
Amendment No. 3 to the 2002 Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research

Execution of this letter amendment (“Amendment No. 3”) between Pfizer Inc (“Pfizer”) and Discovery Partners International, Inc. (“DPI”), will serve to amend an agreement between the parties, effective as of January 5, 2002 (the “2002 Agreement”) as amended on June 20 and August 13, 2002 (such amendments being, respectively, “Amendment No. 1” and “Amendment No. 2” and, together with the 2002 Agreement, the “Agreement”).

Discovery Partners International, Inc. Amendment No. 1 to Notice of Grant of Stock Option
Non-Statutory Stock Option Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research

This Amendment No. 1 (this “Amendment”) to the Non-Statutory Stock Option Notice of Grant of Stock Option for 153,616 shares dated as of December 6, 2001 (the “Agreement”) is made as of January 24, 2003, by and among Craig Kussman (“Kussman”) and Discovery Partners International, Inc., a Delaware corporation (“DPI”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research • California

This Stock Purchase Agreement (this “Agreement”) is made as of December 13, 2002, by and between Boris Klebansky (“Klebansky”) and Discovery Partners International, Inc. (“DPI”).

GENERAL RELEASE AND SETTLEMENT AGREEMENT
General Release and Settlement Agreement • March 21st, 2003 • Discovery Partners International Inc • Services-commercial physical & biological research • California

This General Release and Settlement Agreement (hereinafter “Agreement”) is made and entered into in San Diego, California by and between Arnold Hagler (hereinafter “HAGLER”) and Discovery Partners International, Inc. and Structural Proteomics, Inc. (hereinafter referred to together in the singular as “COMPANY”) as of December 31, 2002. (HAGLER and COMPANY are sometimes hereinafter referred to collectively as the “Parties.”)

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