California Uses in Financial Statements Clause

Financial Statements from Asset Purchase Agreement

This Asset Purchase Agreement is entered into as of October 7, 2005 (the Effective Date), by and between: DISCOVERY PARTNERS INTERNATIONAL, INC., a Delaware corporation (the Seller), and IRORI DISCOVERY, INC., a California corporation (the Purchaser). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Financial Statements. The Seller has delivered to the Purchaser the financial statements referenced in clause (a) below and will deliver, promptly following the Closing, the financial statements referenced in clause (b) below (collectively, the Financial Statements): (a) a balance sheet for the Business as of June 30, 2005 and August 31, 2005; and (b) an estimated cash flow statement for the Business for the period from September 1, 2005 through September 30, 2005. The Financial Statements fairly and accurately present the contents thereof and were prepared on a consistent basis.