1

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                  FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000    COMMISSION FILE NUMBER: 000-21429

                                  ARQULE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                                      04-3221586
         (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                19 PRESIDENTIAL WAY, WOBURN, MASSACHUSETTS 01801
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (781) 994-0300

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

(TITLE OF EACH CLASS)                NAME OF EACH EXCHANGE ON WHICH REGISTERED
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         None                                           None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          COMMON STOCK, $.01 PAR VALUE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 9, 2001 was: $333,515,737.

     There were 20,197,924 shares of the registrant's Common Stock outstanding
as of March 9, 2001.

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   2
                                EXPLANATORY NOTE

The sole purpose of this amendment (The "Amendment") to the Company's Annual
Report on Form 10-K, for the year ended December 31, 2000 and filed with the
Commission on March 22, 2001 (the "Annual Report") is to re-file Exhibits 10.36
and 10.37 without certain language redacted pursuant to a request by the
Securities Exchange Commission to reincorporate such language.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

     (a) 1.  FINANCIAL STATEMENTS
             The financial statements are listed under Item 8 of the Annual
             Report.

         2.  FINANCIAL STATEMENT SCHEDULES
             The financial statement schedules listed under Item 8 of the Annual
             Report are omitted because they are not applicable or required
             information and are shown in the financial statements of the
             footnotes thereto.

     (b) REPORTS ON FORM 8-K DURING FOURTH QUARTER OF 2000

         On October 17, 2000, we filed on Form 8-K to file an Amendment No. 1 to
         a Compound Supply and License Agreement by and between ArQule, Inc. and
         R.W. Johnson Pharmaceuticals Research Institute.


                                       1
   3

     (c) EXHIBITS



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
   2.1     Agreement and Plan of Merger among the Company, Camitro
           Acquisition Corporation, Camitro Corporation, and certain
           stockholders of Camitro Corporation dated as of January 16,
           2001. Previously filed as Exhibit 2.1 to the Company's
           Current Report on Form 8-K (File No. 000-21429). Filed with
           the Commission on February 1, 2001 and incorporated herein
           by reference.
   3.1     Amended and Restated Certificate of Incorporation of the
           Company. Filed as Exhibit 3.1 to the Company's Registration
           Statement on Form S-1 (File No. 333-22945) and incorporated
           herein by reference.
   3.2     Amended and Restated By-laws of the Company. Filed as
           Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended June 30, 1999 (File No. 000-21429) and
           incorporated herein by reference.
   4.1     Specimen Common Stock Certificate. Filed as Exhibit 4.1 to
           the Company's Registration Statement on Form S-1 (File No.
           333-11105) and incorporated herein by reference.
  10.1*    Amended and Restated 1994 Equity Incentive Plan, as ended
           through April 8, 1998. Filed as Exhibit 10.1 to the
           Company's Quarterly Report on Form 10-Q for the quarter
           amended June 30, 1998 (File No. 000-21429) and incorporated
           herein by reference.
  10.2*    Amended and Restated 1996 Employee Stock Purchase Plan.
           Filed as Exhibit 10.1 to the Company's Quarterly Report on
           Form 10-Q for the quarter ended June 30, 1999 (File No.
           000-21429) and incorporated herein by reference.
  10.3*    Amended and Restated 1996 Director Stock Option Plan. Filed
           As Exhibit 10.3 to the Company's Annual Report on Form 10-K
           For the fiscal year ended December 31, 1997 filed with the
           Commission on March 17, 1998 (File No. 000-21429) and
           incorporated herein by reference.
  10.4     Form of Indemnification Agreement between the Company and
           its directors. Such agreements are materially different only
           as to the signing directors and the dates of execution.
           Filed as Exhibit 10.4 to the Company's Registration
           Statement on Form S-1 (File No. 333-11105) and incorporated
           herein by reference.
  10.5     Lease Agreement, dated July 27, 1995, between the Company
           and Cummings Properties Management, Inc. as amended. Filed
           as Exhibit 10.7 to the Company's Registration Statement on
           Form S-1 (File No. 333-11105) and incorporated herein by
           reference.
  10.6+    Research, Development and License Agreement between the
           Company and Solvay Duphar B.V. dated November 2, 1995. Filed
           as Exhibit 10.14 to the Company's Registration Statement on
           Form S-1 (File No. 333-11105) and incorporated herein by
           reference.
  10.7+    Research & Development and License Agreement between the
           Company and Abbott Laboratories dated June 15, 1995, as
           amended. Filed as Exhibit 10.15 to the Company's
           Registration Statement on Form S-1 (File No. 333-11105) and
           incorporated herein by reference.
  10.8*    Adoption Agreement for Fidelity Management and Research
           Company (the Company's 401(k) plan). Filed as Exhibit 10.18
           to the Company's Registration Statement on Form S-1 (File
           No. 333-11105) and incorporated herein by reference.
  10.9+    Research and License Agreement between the Company and Roche
           Bioscience dated September 13, 1996. Filed as Exhibit 10.19
           to the Company's Registration Statement on Form S-1 (File
           No. 333-11105) and incorporated herein by reference.


                                       2
   4



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
 10.10+    Array Delivery and Testing Agreement between the Company and
           Monsanto Company dated as of December 23, 1996. Filed as
           Exhibit 10.20 to the Company's Registration Statement on
           Form S-1 (File No. 333-22945) and incorporated herein by
           reference.
 10.11+    Amendment No. 2 to Research & Development License Agreement
           between the Company and Abbott Laboratories dated as of
           December 24, 1996. Filed as Exhibit 10.21 to the Company's
           incorporated herein by reference.
 10.12     Lease Agreement, dated December 20, 1996 between the Company
           and Cummings Property Management, Inc. Filed as Exhibit
           10.22 to the Company's Registration Statement on Form S-1
           (File No. 333-22945) and incorporated herein by reference.
 10.13+    Research and License Agreement between the Company and
           American Home Products Corporation acting through its
           Wyeth-Ayerst Research Division dated July 3, 1997. Filed as
           Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended June 30, 1997 (File No. 000-21249) and
           incorporated herein by reference.
 10.14+    Second Amendment to Option Agreement and Research and
           Development Agreement between the Company and Amersham
           Pharmacia Biotech AB dated September 23, 1996. Filed as
           Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended September 30, 1997 (File No.
           000-21429) and incorporated herein by reference.
 10.15+    Third Amendment to Option Agreement and Research and
           Development Agreement between the Company and Amersham
           Pharmacia Biotech AB dated June 24, 1997. Filed as Exhibit
           10.2 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1997 (File No. 000-21429) and
           incorporated herein by reference.
 10.16+    Research and Development Agreement between the Company and
           Sankyo Co., Ltd. dated November 1, 1997. Filed as Exhibit
           10.29 to the Company's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1997, filed with the
           Commission on March 17, 1998 (File No. 000-21429) and
           incorporated herein by reference.
 10.17+    Amendment No. 3 to Research & Development and License
           Agreement between the Company and Abbott Laboratories dated
           December 23, 1997. Filed as Exhibit 10.30 to the Company's
           Annual Report on Form 10-K for the fiscal year ended
           December 31, 1997 filed with the Commission on March 17,
           1998 (File No. 000-21249) and incorporated herein by
           reference.
 10.18+    Research Collaboration and License Agreement between the
           Company and Amersham Pharmacia Biotech AB dated August 13,
           1998. Filed as Exhibit 10.1 to the Company's Registration
           Statement on Form S-3 (File No. 333-62203) and incorporated
           herein by reference.
 10.19+    Commercialization Agreement between the Company and Amersham
           Pharmacia Biotech AB dated August 13, 1998. Filed as Exhibit
           10.2 to the Company's Registration Statement on Form S-3
           (File No. 333-62203) and incorporated herein by reference.
 10.20+    Amendment No. 1 to Research and License Agreement between
           the Company and Roche Bioscience, a division of Syntex,
           Inc., dated as of September 30, 1998. Filed as Exhibit 10.1
           to the Company's Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1998 (File No. 000-21429) and
           incorporated herein by reference.
 10.21     Lease by and between MetroNorth Corporate Center LLC and the
           Company dated as of May 29, 1998. Filed as Exhibit 10.3 to
           the Company's Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1998 (File No. 000-21429) and
           incorporated herein by reference.
 10.22+    Compound Supply and License Agreement between the Company
           and R.W. Johnson Pharmaceutical Research Institute, a
           Division of Ortho-McNeil Pharmaceutical, Inc., dated as of
           December 15, 1998. Filed as Exhibit 10.36 to the Company's
           Annual Report on Form 10-K for the fiscal year ended
           December 31, 1999, filed with the Commissioner on March 29,
           1999 (File No. 000-21429) and incorporated herein by
           reference.



                                       3
   5



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
 10.23+    Employment agreement between Dr. Stephen A. Hill and the
           Company dated as of December 8, 1998, as amended. Filed as
           Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended March 31, 1999 (File No. 000-21429)
           and incorporated herein by reference.
 10.24     Term loan agreement between Fleet National Bank and the
           Company, dated as of March 18, 1999. Filed as Exhibit 10.2
           to the Company's Quarterly Report on Form 10-Q for the
           Quarter ended March 31, 1999 (File No. 000-21429) and
           incorporated herein by reference.
 10.25*    Technology Acquisition Agreement between Pfizer Inc. and the
           Company, dated as of July 19, 1999. Filed as Exhibit 10.1 to
           the Company's Quarterly Report on Form 10-Q for the quarter
           Ended September 30, 1999 (File No. 000-21429) and
           incorporated herein by reference.
 10.26+    Sublease between Pfizer Inc. and the Company, dated July 16,
           1999. Filed as Exhibit 10.2 to the Company's Quarterly
           Report on Form 10-Q for the quarter ended September 30, 1999
           (File No. 000-21429) and incorporated herein by reference.
 10.27+    Research Cooperation Agreement between Bayer AG and the
           Company, dated October 1, 1999. Filed as Exhibit 10.3 to the
           Company's Quarterly Report on Form 10-Q for the quarter
           Ended September 30, 1999 (File No. 000-21429) and
           incorporated herein by reference.
 10.28*    Employment Agreement with Philippe Bey, dated July 21, 1999.
           Filed as Exhibit 10.4 to the Company's Quarterly Report on
           Form 10-Q for the quarter ended September 30, 1999 (File No.
           000-21429) and incorporated herein by reference.
 10.29+    Amended and Restated Array Delivery and Testing Agreement
           between the Company and Monsanto Company dated as of January
           11, 2000. Filed as Exhibit 10.1 to the Company's Current
           Report on Form 8-K filed with the Commission on March 15,
           2000 (File No. 000-21429) and incorporated herein by
           reference.
 10.30+    Array Delivery and Testing Agreement between the Company and
           G.D. Searle & Co. dated June 20, 2000. Filed as Exhibit 10.1
           to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2000 (File No. 000-21429) and
           incorporated herein by reference.
 10.31+    Termination Agreement between the Company and Pharmacia
           Corporation dated June 30, 2000. Filed as Exhibit 10.2 to
           the Company's Quarterly Report on Form 10-Q for the quarter
           ended June 30, 2000 (File No. 000-21429) and incorporated
           herein by reference.
 10.32+    Technology Transfer and License Agreement between the
           Company and Amersham Pharmacia Biotech A.B. dated July 10,
           2000. Filed as Exhibit 10.3 to the Company's Quarterly
           Report on Form 10-Q for the Quarter ended June 30, 2000
           (File No. 000-21429) and incorporated herein by reference.
 10.33*    Employment agreement between the Company and Harold E.
           Selick Dated as of January 29, 2001. Filed as Exhibit 10.33 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           2000 (File No. 000-21429) and incorporated herein by reference.
 10.34     Lease between Camitro Corporation and WVP Income Plus 3
           dated February 4, 1999, as amended. Filed as Exhibit 10.34 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           2000 (File No. 000-21429) and incorporated herein by reference.
 10.35+    Compound Discovery Collaboration Agreement between the
           Company and Genome Therapeutics Corporation dated October
           17, 2000. Filed as Exhibit 10.1 to the Company's
           Registration Statement on Form S-3 filed With the Commission
           on October 20, 2000 (File No. 333-48358) and incorporated
           herein by reference.
 10.36+    Collaboration and License Agreement between the Company and
           SmithKline Beecham Corporation dated November 27, 2000.
           Filed herewith.


                                       5
   6



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
 10.37+    Compound Discovery Collaboration Agreement between the
           Company and ACADIA Pharmaceuticals, Inc. dated December 18,
           2000. Filed herewith.
 10.38+    Amendment No. 1 to the Compound Supply and License Agreement
           between the Company and R.W. Johnson Pharmaceutical Research
           Institute, a division of Ortho-McNeil Pharmaceutical, Inc.
           dated as of August 14, 2000. Filed as Exhibit 99.1 to the
           Company's Current Report on Form 8-K (File No. 000-21429)
           filed with the Commission on October 17, 2000 and
           incorporated herein by reference.
  11.1     Statement re computation of per share net income (loss).
           Filed as Exhibit 11.1 to the Company's Annual Report on Form 10-K
           for the year ended December 31, 2000 (File No. 000-21429) and
           incorporated herein by reference.
  21.1     Subsidiaries of the Company. Filed as Exhibit 21.1 to the Company's
           Annual Report on Form 10-K for the year ended December 31, 2000
           (File No. 000-21429) and incorporated herein by reference.
  23.1     Consent of PricewaterhouseCoopers LLP. Filed as Exhibit 23.1 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           2000 (file No. 000-21429) and incorporated herein by reference.
  99.1     Important Factors Regarding Forward-Looking Statements.
           Filed as Exhibit 99.1 to the Company's Annual Report on Form 10-K
           for the year ended December 31, 2000 (File No. 000-21429) and
           incorporated herein by reference.


- ---------------
* Indicates a management contract or compensatory plan.

+ Certain confidential material contained in the document has been omitted and
  filed separately, with the Securities and Exchange Commission pursuant to Rule
  406 of the Securities Act of 1933, as amended or Rule 24b-2 of the Securities
  and Exchange Act of 1934, as amended.


                                        5
   7

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Woburn,
Commonwealth of Massachusetts, on May 1, 2001.

                                          ARQULE, INC.

                                          By:      /s/ STEPHEN A. HILL
                                            ------------------------------------
                                                      Stephen A. Hill
                                               President and Chief Executive
                                                           Officer



                     SIGNATURE                                    TITLE                      DATE
                     ---------                                    -----                      ----
                                                                                  

/s/ STEPHEN A. HILL                                  President, Chief Executive         May 1, 2001
- ---------------------------------------------------  Officer and Director (Principal
Stephen A. Hill                                      Executive Officer)

/s/ DAVID C. HASTINGS                                Vice President, Chief Financial    May 1, 2001
- ---------------------------------------------------  Officer and Treasurer
David C. Hastings                                    (Principal Financial Officer
                                                     and Principal Accounting
                                                     Officer)

/s/ LAURA AVAKIAN                                    Director                           May 1, 2001
- ---------------------------------------------------
Laura Avakian

                                                     Director                           May 1, 2001
- ---------------------------------------------------
Werner Cautreels

/s/ ARIEL ELIA                                       Director                           May 1, 2001
- ---------------------------------------------------
Ariel Elia

/s/ L. PATRICK GAGE                                  Director                           May 1, 2001
- ---------------------------------------------------
L. Patrick Gage

/s/ TUAN HA-NGOC                                     Director                           May 1, 2001
- ---------------------------------------------------
Tuan Ha-Ngoc

                                                     Director                           May 1, 2001
- ---------------------------------------------------
Michael Rosenblatt



                                       6
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                                 EXHIBIT INDEX



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
   2.1     Agreement and Plan of Merger among the Company, Camitro
           Acquisition Corporation, Camitro Corporation, and certain
           stockholders of Camitro Corporation dated as of January 16,
           2001. Previously filed as Exhibit 2.1 to the Company's
           Current Report on Form 8-K (File No. 000-21429). Filed with
           the Commission on February 1, 2001 and incorporated herein
           by reference.
   3.1     Amended and Restated Certificate of Incorporation of the
           Company. Filed as Exhibit 3.1 to the Company's Registration
           Statement on Form S-1 (File No. 333-22945) and incorporated
           herein by reference.
   3.2     Amended and Restated By-laws of the Company. Filed as
           Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended June 30, 1999 (File No. 000-21429) and
           incorporated herein by reference.
   4.1     Specimen Common Stock Certificate. Filed as Exhibit 4.1 to
           the Company's Registration Statement on Form S-1 (File No.
           333-11105) and incorporated herein by reference.
  10.1*    Amended and Restated 1994 Equity Incentive Plan, as ended
           through April 8, 1998. Filed as Exhibit 10.1 to the
           Company's Quarterly Report on Form 10-Q for the quarter
           amended June 30, 1998 (File No. 000-21429) and incorporated
           herein by reference.
  10.2*    Amended and Restated 1996 Employee Stock Purchase Plan.
           Filed as Exhibit 10.1 to the Company's Quarterly Report on
           Form 10-Q for the quarter ended June 30, 1999 (File No.
           000-21429) and incorporated herein by reference.
  10.3*    Amended and Restated 1996 Director Stock Option Plan. Filed
           as Exhibit 10.3 to the Company's Annual Report on Form 10-K
           For the fiscal year ended December 31, 1997 filed with the
           Commission on March 17, 1998 (File No. 000-21429) and
           incorporated herein by reference.
  10.4     Form of Indemnification Agreement between the Company and
           its directors. Such agreements are materially different only
           as to the signing directors and the dates of execution.
           Filed as Exhibit 10.4 to the Company's Registration
           Statement on Form S-1 (File No. 333-11105) and incorporated
           herein by reference.
  10.5     Lease Agreement, dated July 27, 1995, between the Company
           and Cummings Properties Management, Inc. as amended. Filed
           as Exhibit 10.7 to the Company's Registration Statement on
           Form S-1 (File No. 333-11105) and incorporated herein by
           reference.
  10.6+    Research, Development and License Agreement between the
           Company and Solvay Duphar B.V. dated November 2, 1995. Filed
           as Exhibit 10.14 to the Company's Registration Statement on
           Form S-1 (File No. 333-11105) and incorporated herein by
           reference.
  10.7+    Research & Development and License Agreement between the
           Company and Abbott Laboratories dated June 15, 1995, as
           amended. Filed as Exhibit 10.15 to the Company's
           Registration Statement on Form S-1 (File No. 333-11105) and
           incorporated herein by reference.
  10.8*    Adoption Agreement for Fidelity Management and Research
           Company (the Company's 401(k) plan). Filed as Exhibit 10.18
           to the Company's Registration Statement on Form S-1 (File
           No. 333-11105) and incorporated herein by reference.
  10.9+    Research and License Agreement between the Company and Roche
           Bioscience dated September 13, 1996. Filed as Exhibit 10.19
           to the Company's Registration Statement on Form S-1 (File
           No. 333-11105) and incorporated herein by reference.

   9



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
 10.10+    Array Delivery and Testing Agreement between the Company and
           Monsanto Company dated as of December 23, 1996. Filed as
           Exhibit 10.20 to the Company's Registration Statement on
           Form S-1 (File No. 333-22945) and incorporated herein by
           reference.
 10.11+    Amendment No. 2 to Research & Development License Agreement
           between the Company and Abbott Laboratories dated as of
           December 24, 1996. Filed as Exhibit 10.21 to the Company's
           incorporated herein by reference.
 10.12     Lease Agreement, dated December 20, 1996 between the Company
           and Cummings Property Management, Inc. Filed as Exhibit
           10.22 to the Company's Registration Statement on Form S-1
           (File No. 333-22945) and incorporated herein by reference.
 10.13+    Research and License Agreement between the Company and
           American Home Products Corporation acting through its
           Wyeth-Ayerst Research Division dated July 3, 1997. Filed as
           Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended June 30, 1997 (File No. 000-21249) and
           incorporated herein by reference.
 10.14+    Second Amendment to Option Agreement and Research and
           Development Agreement between the Company and Amersham
           Pharmacia Biotech AB dated September 23, 1996. Filed as
           Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended September 30, 1997 (File No.
           000-21429) and incorporated herein by reference.
 10.15+    Third Amendment to Option Agreement and Research and
           Development Agreement between the Company and Amersham
           Pharmacia Biotech AB dated June 24, 1997. Filed as Exhibit
           10.2 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1997 (File No. 000-21429) and
           incorporated herein by reference.
 10.16+    Research and Development Agreement between the Company and
           Sankyo Co., Ltd. dated November 1, 1997. Filed as Exhibit
           10.29 to the Company's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1997, filed with the
           Commission on March 17, 1998 (File No. 000-21429) and
           incorporated herein by reference.
 10.17+    Amendment No. 3 to Research & Development and License
           Agreement between the Company and Abbott Laboratories dated
           December 23, 1997. Filed as Exhibit 10.30 to the Company's
           Annual Report on Form 10-K for the fiscal year ended
           December 31, 1997 filed with the Commission on March 17,
           1998 (File No. 000-21249) and incorporated herein by
           reference.
 10.18+    Research Collaboration and License Agreement between the
           Company and Amersham Pharmacia Biotech AB dated August 13,
           1998. Filed as Exhibit 10.1 to the Company's Registration
           Statement on Form S-3 (File No. 333-62203) and incorporated
           herein by reference.
 10.19+    Commercialization Agreement between the Company and Amersham
           Pharmacia Biotech AB dated August 13, 1998. Filed as Exhibit
           10.2 to the Company's Registration Statement on Form S-3
           (File No. 333-62203) and incorporated herein by reference.
 10.20+    Amendment No. 1 to Research and License Agreement between
           the Company and Roche Bioscience, a division of Syntex,
           Inc., dated as of September 30, 1998. Filed as Exhibit 10.1
           to the Company's Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1998 (File No. 000-21429) and
           incorporated herein by reference.
 10.21     Lease by and between MetroNorth Corporate Center LLC and the
           Company dated as of May 29, 1998. Filed as Exhibit 10.3 to
           the Company's Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1998 (File No. 000-21429) and
           incorporated herein by reference.
 10.22+    Compound Supply and License Agreement between the Company
           and R.W. Johnson Pharmaceutical Research Institute, a
           Division of Ortho-McNeil Pharmaceutical, Inc., dated as of
           December 15, 1998. Filed as Exhibit 10.36 to the Company's
           Annual Report on Form 10-K for the fiscal year ended
           December 31, 1999, filed with the Commissioner on March 29,
           1999 (File No. 000-21429) and incorporated herein by
           reference.

   10



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
 10.23+    Employment agreement between Dr. Stephen A. Hill and the
           Company dated as of December 8, 1998, as amended. Filed as
           Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended March 31, 1999 (File No. 000-21429)
           and incorporated herein by reference.
 10.24     Term loan agreement between Fleet National Bank and the
           Company, dated as of March 18, 1999. Filed as Exhibit 10.2
           to the Company's Quarterly Report on Form 10-Q for the
           Quarter ended March 31, 1999 (File No. 000-21429) and
           incorporated herein by reference.
 10.25*    Technology Acquisition Agreement between Pfizer Inc. and the
           Company, dated as of July 19, 1999. Filed as Exhibit 10.1 to
           the Company's Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1999 (File No. 000-21429) and
           incorporated herein by reference.
 10.26+    Sublease between Pfizer Inc. and the Company, dated July 16,
           1999. Filed as Exhibit 10.2 to the Company's Quarterly
           Report on Form 10-Q for the quarter ended September 30, 1999
           (File No. 000-21429) and incorporated herein by reference.
 10.27+    Research Cooperation Agreement between Bayer AG and the
           Company, dated October 1, 1999. Filed as Exhibit 10.3 to the
           Company's Quarterly Report on Form 10-Q for the quarter
           ended September 30, 1999 (File No. 000-21429) and
           incorporated herein by reference.
 10.28*    Employment Agreement with Philippe Bey, dated July 21, 1999.
           Filed as Exhibit 10.4 to the Company's Quarterly Report on
           Form 10-Q for the quarter ended September 30, 1999 (File No.
           000-21429) and incorporated herein by reference.
 10.29+    Amended and Restated Array Delivery and Testing Agreement
           between the Company and Monsanto Company dated as of January
           11, 2000. Filed as Exhibit 10.1 to the Company's Current
           Report on Form 8-K filed with the Commission on March 15,
           2000 (File No. 000-21429) and incorporated herein by
           reference.
 10.30+    Array Delivery and Testing Agreement between the Company and
           G.D. Searle & Co. dated June 20, 2000. Filed as Exhibit 10.1
           to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2000 (File No. 000-21429) and
           incorporated herein by reference.
 10.31+    Termination Agreement between the Company and Pharmacia
           Corporation dated June 30, 2000. Filed as Exhibit 10.2 to
           the Company's Quarterly Report on Form 10-Q for the quarter
           ended June 30, 2000 (File No. 000-21429) and incorporated
           herein by reference.
 10.32+    Technology Transfer and License Agreement between the
           Company and Amersham Pharmacia Biotech A.B. dated July 10,
           2000. Filed as Exhibit 10.3 to the Company's Quarterly
           Report on Form 10-Q for the Quarter ended June 30, 2000
           (File No. 000-21429) and incorporated herein by reference.
 10.33*    Employment agreement between the Company and Harold E.
           Selick Dated as of January 29, 2001. Filed as Exhibit 10.33 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           2000 (File No. 000-21429) and incorporated herein by reference.
 10.34     Lease between Camitro Corporation and WVP Income Plus 3
           dated February 4, 1999, as amended. Filed as Exhibit 10.34 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           2000 (File No. 000-21429) and incorporated herein by reference.
 10.35+    Compound Discovery Collaboration Agreement between the
           Company and Genome Therapeutics Corporation dated October
           17, 2000. Filed as Exhibit 10.1 to the Company's
           Registration Statement on Form S-3 filed With the Commission
           on October 20, 2000 (File No. 333-48358) and incorporated
           herein by reference.
 10.36+    Collaboration and License Agreement between the Company and
           SmithKline Beecham Corporation dated November 27, 2000.
           Filed herewith.

   11



EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
        
 10.37+    Compound Discovery Collaboration Agreement between the
           Company and ACADIA Pharmaceuticals, Inc. dated December 18,
           2000. Filed herewith.
 10.38+    Amendment No. 1 to the Compound Supply and License Agreement
           between the Company and R.W. Johnson Pharmaceutical Research
           Institute, a division of Ortho-McNeil Pharmaceutical, Inc.
           dated as of August 14, 2000. Filed as Exhibit 99.1 to the
           Company's Current Report on Form 8-K (File No. 000-21429)
           filed with the Commission on October 17, 2000 and
           incorporated herein by reference.
  11.1     Statement re computation of per share net income (loss).
           Filed as Exhibit 11.1 to the Company's Annual Report on Form 10-K
           for the year ended December 31, 2000 (File No. 000-21429) and
           incorporated herein by reference.
  21.1     Subsidiaries of the Company. Filed as Exhibit 21.1 to the Company's
           Annual Report on Form 10-K for the year ended December 31, 2000
           (File No. 000-21429) and incorporated herein by reference.
  23.1     Consent of PricewaterhouseCoopers LLP. Filed as Exhibit 23.1 to the
           Company's Annual Report on Form 10-K for the year ended December 31,
           2000 (file No. 000-21429) and incorporated herein by reference.
  99.1     Important Factors Regarding Forward-Looking Statements.
           Filed as Exhibit 99.1 to the Company's Annual Report on Form 10-K
           for the year ended December 31, 2000 (File No. 000-21429) and
           incorporated herein by reference.


- ---------------
* Indicates a management contract or compensatory plan.

+ Certain confidential material contained in the document has been omitted and
  filed separately, with the Securities and Exchange Commission pursuant to Rule
  406 of the Securities Act of 1933, as amended or Rule 24b-2 of the Securities
  and Exchange Act of 1934, as amended.