SCRIPTGEN PHARMACEUTICALS INC S-1/A

S-1/A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BY-LAWS

EXHIBIT 3.5

FORM OF AMEND & RESTATED CERT OF INC

STOCK PURCHASE AGREEMENT BETWEEN THE CO. & INVEST.

STOCK PURCHASE AGREEMENT BTWN COMPANY AND BIOCHEM

RESEARCH AND LICENSE AGREEMENT

REGISTRATION RIGHTS AGREEMENT

STOCKHOLDER AGREEMENT

STOCK PURCHASE WARRANT

WARRANT AGREEMENT

LICENSE AGREEMENT

1995 AMENDED STOCKHOLDERS AGREEMENT

PREFERRED STOCKHOLDERS' AGREEMENT

AMENDMENT NO. 1 TO SERIES B & C STOCK PURCH AGMT

LETTER TO MR. MICHAEL HESLOP

EQUITY INCENTIVE PLAN

STOCK PLAN FOR NON-EMPLOYEES

INDEMNIFICATION AGREEMENT

COMPUTATION OF UNAUDITED PRO FORMA

CONSENT OF PRICE WATERHOUSE