<PAGE>

         [CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS
    AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION]

                                                                   EXHIBIT 10.15

                         COMMERCIAL LICENSE AGREEMENT

     This Agreement (the "Agreement") effective as of July 12, 2000 (the
"Effective Date") is made by and between Xenogen Corporation, having a principal
place of business at 860 Atlantic Avenue, Alameda, California 94501 ("Xenogen")
and IRM, LLC, a Delaware Corporation, ("IRM"), having a principal place of
business at Sofia House, 48 Church Street, Hamilton, Bermuda.

                                  BACKGROUND

     A.   Xenogen has expertise in the development and detection of living
cells, organisms and transgenic animals that have the property of
bioluminescence, and owns or has rights to intellectual property relating
thereto.

     B.   IRM wishes to obtain a non-exclusive commercial license to the Xenogen
Technology for use in the Field at the Authorized Sites (capitalized terms
defined below).

     NOW, therefore, the parties agree as follows:

1.   Definitions.
     -----------

     "Xenogen Monitoring Technology" means (i) U.S. Patent No. 5,650,135; (ii)
all divisions, substitutions, continuations, and continuation-in-part
applications of (i); (iii) all foreign counterparts of any of the preceding; and
(iv) all patents issuing on any of the preceding, including reissues,
reexaminations and extensions; which patents and applications have been licensed
to Xenogen pursuant to that certain exclusive license agreement between Xenogen
and The Board of Trustees of the Leland Stanford Junior University ("Stanford")
effective July 1, 1997.

     "Xenogen Technology" means (i) all patents and patent applications owned or
controlled by Xenogen that relate to the practice of in vivo imaging; (ii) all
divisions, substitutions, continuations, and continuation-in-part applications
of (i); (iii) all foreign counterparts of any of the preceding; (iv) all patents
issuing on any of the preceding, including reissues, reexaminations and
extensions; and (v) all future patents and patent applications relating to the
practice of in vivo imaging, Xenogen Technology includes the Xenogen Monitoring
Technology.

     "Field" means the activities specified in Exhibit A attached hereto.

     "Authorized Site(s)" means the physical location(s) specified in Exhibit B
attached hereto.

     "Affiliate" means Novartis Pharmaceuticals Corporation ("Novartis") or any
corporation, firm, partnership or other legal entity which, directly or
indirectly, controls, is controlled by or is under common control by or with
Novartis. For the purposes of this definition, "control" shall mean the direct
or indirect ownership of more than 50% of the outstanding voting securities or
capital stock of such entity or any other comparable equity or ownership
interest.

     "System" means an imaging system as specified in Exhibit C attached hereto.
<PAGE>

     "Permitted Users" shall mean IRM, Novartis, Novartis Research Foundation,
the Novartis Institute for Functional Genomics Inc., the Friedrich Miescher
Institute and all Novartis Affiliates.

     "Commercial Use License" means a license by Xenogen granting rights to any
for-profit entity to use the Xenogen Monitoring Technology for commercial drug-
development (e.g., compound screening and/or target validation) purposes. It is
agreed that the following types of licenses do not constitute a Commercial Use
License: (i) an evaluation license granted for the purpose of evaluating
Xenogen's technology and/or Bioware(TM) organisms, such as the September 1998
agreement between the parties executed by Novartis Pharmaceuticals Corporation
on September 18, 1998, and by Xenogen on September 25, 1998; (ii) a strain
development or modification agreement, whereby a third party is licensed to use
the Xenogen Monitoring Technology to develop new Bioware(TM) organisms or
improve existing Bioware(TM) organisms, without rights to use such Bioware(TM)
organisms for its own or contract research drug development purposes; and (iii)
a distribution agreement, whereby a third party is granted rights to use the
Xenogen Monitoring Technology in connection with the distribution certain
Xenogen Bioware(TM) organisms or animals to third parties, without rights to use
such Bioware(TM) organisms or animals for its own or contract research drug
development purposes.

2.   License Grant.
     -------------

     2.1    License. Xenogen hereby grants to IRM and Permitted Users, a
            -------
non-exclusive, non-transferable license, without right to grant or authorize any
sublicenses, to use the Xenogen Technology solely in the Field solely at the
Authorized Sites.

     2.2    No Implied Rights; Retained Rights. Only the License granted
            ----------------------------------
pursuant to the express terms of this Agreement shall be of any legal force or
effect. No other license rights shall be granted or created by implication,
estoppel or otherwise. Xenogen reserves the right to license the Xenogen
Technology to others, and to use the Xenogen Technology for its own purposes.

     2.3    No Warranty. IRM ACKNOWLEDGES THAT NEITHER XENOGEN NOR STANFORD MAKE
            -----------
ANY REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE XENOGEN TECHNOLOGY, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE
XENOGEN TECHNOLOGY WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES.

3.   Light-Emitting Organisms.
     ------------------------

     3.1    Source. IRM and Permitted Users may develop or otherwise acquire
            ------
from any source, light-emitting organisms for use in the practice of the
License.

     3.2   Existing Xenogen Bioware(TM) Organisms. IRM and Permitted Users may
           ------------------------------------
license or purchase from Xenogen any Bioware(TM) organisms that Xenogen has
available for third party licensing or purchase, respectively, at the then
current list price for such Bioware(TM) organisms; ***


*** CONFIDENTIAL TREATMENT REQUESTED

                                       2
<PAGE>

     3.3   Custom Xenogen Bioware(TM) Organisms. The parties may agree to have
           ----------------------------------
Xenogen develop custom Bioware(TM) organisms for IRM or Permitted Users on terms
and conditions to be negotiated in good faith.

4.   CCD Imaging System
     ------------------

     4.1   Available Systems. Xenogen shall offer for sale or lease to IRM and
           -----------------
Permitted Users the Systems specified in Exhibit C, on terms and conditions to
be agreed upon by the parties.

     4.2   Lease. IRM and Permitted Users may lease either of the Systems
           -----
specified in Exhibit C at a cost of * * * per month per System. The lease price
includes on-site installation and the cost of service reasonably necessary to
maintain the leased System in proper operating condition.

     4.3   Purchase. IRM and permitted Users may purchase either of the Systems
           --------
specified in Exhibit C at a per-System cost of * * * (Hamamatsu) or * * *
(IVIS(TM)). The purchase cost of each System includes on-site installation and
one year of service and maintenance at no additional charge.

     4.4   Hardware Upgrades. Xenogen shall notify IRM or Permitted Users if
           -----------------
additional hardware with enhanced functionality for in vivo imaging ("Hardware
Upgrade") becomes available from Xenogen. At IRM's or Permitted Users' option,
the parties shall then negotiate in good faith the terms on which such a
Hardware Upgrade could be made available to IRM or Permitted Users. * * *

     4.5   Service Agreement. Xenogen will make available to IRM and Permitted
           -----------------
Users a service agreement on terms consistent with industry norms (including
standard FTE labor and parts charges and travel expenses) to provide for the
service and maintenance of any System(s) purchased by IRM or Permitted Users
after expiration of the one year free service. Service will be initiated at
IRM's or Permitted Users' request, on terms and conditions to be agreed upon by
the parties.

     4.6   Software License. Contingent upon the lease or purchase of at least
           ----------------
one System by IRM or Permitted Users, Xenogen shall grant to IRM and Permitted
Users a nonexclusive, nontransferable license to use and display the Software
with the Equipment and with up to five (5) additional desktop computers (per
System leased or purchased) used for analysis of data obtained using the System
at the Authorized Sites for the duration of this Agreement.

     4.7   Software Upgrades. Xenogen will provide to IRM and Permitted Users,
           -----------------
without charge, any upgrades to the Software ("Software Upgrades") that Xenogen
makes available to third parties.

     4.8   New Software. If Xenogen makes available to third parties any new
           ------------
software suitable for use with in vivo imaging ("New Software"), Xenogen shall
make the New Software available to IRM and Permitted Users on terms and
conditions at least as favorable as the terms and conditions agreed to by any
commercial entity that has in place a Commercial Use License to the

* * *  CONFIDENTIAL TREATMENT REQUESTED

                                       3
<PAGE>

Xenogen Monitoring Technology, for similar quantities of New Software within six
(6) months of when the New Software becomes available to IRM and Permitted
Users.

     4.9   Acknowledgment. The copyright of the Software is and shall remain
           --------------
owned by Xenogen, and IRM and Permitted Users agree that they will not, without
Xenogen's prior written consent, directly or indirectly, modify, make derivative
works of, or make any copies of the Software, except those copies necessary to
run the software pursuant to Section 4.6 herein. IRM and Permitted Users further
agree that they shall not, directly or indirectly, attempt to reverse engineer
or decompile the Software or otherwise derive source code from the Software.

     4.10  Limited Warranty. Xenogen warrants that any System leased or
           ----------------
purchased from Xenogen by Novartis will include all components necessary for
conducting in vivo imaging experiments.

     4.11  Disclaimer of All Other Warranties. XENOGEN'S LIMITED WARRANTY SET
           ----------------------------------
FORTH IN SECTION 4.10 IS THE EXCLUSIVE WARRANTY, AND XENOGEN MAKES NO OTHER
WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SYSTEM
TRANSFERRED HEREUNDER, AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF
NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

5.   Consideration. In consideration for the License provided to IRM herein, IRM
     -------------
shall pay to Xenogen by wire transfer to an account designated by Xenogen a fee
("Fee") of two (2) million U.S. dollars (U.S.$2,000,000.00) per year for each
of three (3) years. Such payments will be due within fifteen (15) business days
of each yearly anniversary of the Effective Date. The first payment shall be
due within fifteen (15) business days of the Effective Date.

6.   Ownership of Intellectual Property. IRM and Permitted Users agree that all
     ----------------------------------
intellectual property rights relating to the Xenogen Monitoring Technology, the
System(s) and their uses are and shall be owned or controlled exclusively by
Xenogen. Xenogen agrees that all invention(s) made by IRM or the Permitted Users
in connection with the License granted hereunder that relate to subject matter
other than the Xenogen Monitoring Technology, the System, or their uses shall be
owned exclusively by IRM or Novartis.

7.   Confidentiality.
     ---------------

     7.1   Confidential Information. Except as expressly provided herein, the
           ------------------------
parties agree that, for the term of this Agreement and for three (3) years
thereafter, the receiving party shall protect from disclosure and shall not use
for any purpose except for the purposes contemplated by this Agreement, any
information identified as confidential ("Confidential Information") furnished to
it by the disclosing party hereto. The receiving party shall use the same
standard of care in safeguarding the disclosing party's information as the
receiving party uses for its own similarly sensitive information. Confidential
Information shall not include information which the receiving party shows:

           (a)   was already known to the receiving party, other than under an
obligation of confidentiality, at the time of disclosure;


                                       4
<PAGE>

           (b)   was generally available to the public or otherwise part of the
public domain at the time of its disclosure to the receiving party;

           (c)   became generally available to the public or otherwise part of
the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement;

           (d)   was subsequently lawfully disclosed to the receiving party by a
person other than a party hereto; or

           (e)   was approved for release by written authorization of the
disclosing party.

     7.2   Permitted Use and Disclosures. Each party hereto may use or disclose
           -----------------------------
information disclosed to it by the other party to the extent such use or
disclosure is reasonably necessary in complying with applicable law, legal
process or governmental regulations, or exercising its rights hereunder,
provided that if a party is required to make any such disclosure of another
party's Confidential Information, it will give reasonable advance notice to the
latter party of such disclosure and will use its best efforts to secure
confidential treatment of such information prior to its disclosure (whether
through protective order or otherwise).

     7.3   Confidential Terms. Except as expressly provided herein, each party
           ------------------
agrees not to disclose any terms of this Agreement to any third party without
the consent of the other party; provided, disclosures may be made to actual or
prospective corporate partners or investors, or to a party's accountants,
attorneys and other professional advisors. Any disclosures made to actual or
prospective corporate partners or investors, or to a party's accountants,
attorneys and other professional advisors, shall be limited to statements of
fact and shall not imply endorsement of the other party's products or services.

8.   Press Release. Xenogen may make a press release in the form attached as
     -------------
Exhibit D to announce the execution of this Agreement; thereafter, Xenogen and
IRM may each disclose to third parties the information contained in such press
release without the need for further approval by the other party. Other press
releases of any kind by either party will be released only after both parties
have agreed in writing to the contents of the press releases.

9.   Warranties and Indemnification
     ------------------------------

     9.1   Warranty of Right to Grant License. Xenogen warrants that as of the
           ----------------------------------
Effective Date, (a) it has the legal right to grant the License herein, and (b)
the grant of the License does not conflict with, violate, or constitute a breach
or default under any contract or other obligation of Xenogen.

     9.2   Warranty of Full Disclosure. Xenogen warrants that as of the
           ---------------------------
Effective Date, all non-cumulative material, prior art references and
information that Xenogen is aware of and that could adversely affect Xenogen's
pending patent applications and issued patents relating to the Xenogen
Monitoring Technology are presently before the United States Patent and
Trademark Office (USPTO).

     9.3   Indemnification. (a) IRM agrees to indemnify, defend and hold Xenogen
           ---------------
and its directors, officers, employees and agents and The Trustees of the Leland
Stanford Junior

                                       5
<PAGE>

University, Stanford Health Services and their respective trustees, officers,
employees, students and agents (the "Xenogen Indemnitee(s)") harmless from and
against any and all liabilities, claims, demands, expenses (including, without
limitation, reasonable attorneys and professional fees and other costs of
litigation), losses or causes of action (each, a "Xenogen Liability") that may
be brought against the Xenogen Indemnitee(s) by reason or arising out of or
relating in any way to (i) IRM's or Permitted Users' possession and use of the
System, whether based on negligence, product liability or otherwise, (ii) the
exercise of any right granted to IRM or Permitted Users pursuant to this
Agreement, or (iii) any material breach of this Agreement by IRM or Permitted
Users, except to the extent, in each case, that such Xenogen Liability is caused
by the negligence or willful misconduct by Xenogen as determined by a court of
competent jurisdiction. Notwithstanding the above, neither IRM nor any Permitted
User shall enter into any settlement or other agreement which makes any
admission of negligence or wrongdoing on the part of any Xenogen Indemnitee or
that relates to the validity or enforceability of any patents owned by Xenogen
without the prior written consent of Xenogen, which consent shall not be
unreasonably withheld. (b) Xenogen agrees to defend, indemnify and hold IRM, the
Permitted Users and its directors, officers, employees, agents and assigns (the
"IRM Indemnitee(s)") harmless against any and all liabilities, claims, demands,
expenses (including, without limitation, reasonable attorney's and professional
fees and other costs of litigation), losses or causes of action (each, an " IRM
Liability") that may be brought against the IRM Indemnitee(s) by reason or
arising out of or relating in any way to any negligent act or willful misconduct
on the part of Xenogen, except to the extent that such IRM Liability is caused
by the negligence or willful misconduct by IRM or Permitted Users as determined
by a court of competent jurisdiction. Notwithstanding the above, Xenogen shall
not enter into any settlement or other agreement which makes any admission of
negligence or wrongdoing on the part of any IRM Indemnitee(s). The party seeking
indemnification under this Section shall immediately notify the other party, in
writing, of any claim or proceeding brought against it for which it seeks
indemnification hereunder.

10.  Term and Termination
     --------------------

     10.1   Term. This Agreement will commence on the Effective Date and unless
            ----
terminated earlier as provided in this Article 10, will terminate three (3)
years after the Effective Date.

     10.2   Term Extension. Prior to the *** anniversary of the Effective Date,
            --------------
unless earlier terminated, IRM, Permitted Users or an assignee under Section
11.2 herein may extend the Term for up to *** additional years by paying to
Xenogen a fee of *** U.S. dollars (U.S. ***) per year of extension.

     10.3   Permissive Termination. IRM may terminate this Agreement upon thirty
            ----------------------
(30) days written notice to Xenogen for (i) failure of the Xenogen Monitoring
Technology, as confirmed by at least one peer-reviewed publication by a
disinterested party, (ii) a final judgment of invalidity of all Relevant Patent
Claims (as defined below) under the Xenogen Monitoring Technology, (iii) a final
adverse resolution of infringement of third party intellectual property rights,
or (iv) an assignment by Xenogen to a major pharmaceutical company pursuant to
Section 11.2 herein. A Relevant Patent Claim is a claim under the Xenogen
Monitoring Technology that would be infringed by IRM or Permitted Users but for
the License granted herein. IRM may also terminate this Agreement after two
years, and annually thereafter, for any reason with 60 days written notice prior
to the annual anniversary date of this Agreement.


*** CONFIDENTIAL TREATMENT REQUESTED

                                       6
<PAGE>

     10.4  Termination for Cause. Either party may terminate this Agreement in
           ---------------------
the event the other party has materially breached or defaulted in the
performance of any of its obligations hereunder, and such default has continued
for thirty (30) days after written notice thereof was provided to the breaching
party by the nonbreaching party. Any termination shall become effective at the
end of such thirty (30) day period unless the breaching party has cured any such
breach or default prior to the expiration of such period. Notwithstanding the
above, in the case of a failure to pay any amount due hereunder the period for
cure of any such default following notice thereof shall be ten (10) days and,
unless payment is made within such period, the termination shall become
effective at the end of such period.

     10.5  Automatic Termination. This Agreement shall terminate automatically
           ---------------------
and without further notice to the other party in the event that either party
shall make any unauthorized assignment for the benefit of creditors, file any
petition under the bankruptcy or insolvency laws of any jurisdiction, have or
suffer a receiver or trustee to be appointed for its business or property, or be
adjudicated a bankrupt or an insolvent.

     10.6  Effect of Termination.
           ---------------------

           (a) Accrued Rights and Obligations. Termination of this Agreement for
               ------------------------------
any reason shall not release any party hereto from any liability which, at the
time of such termination, has already accrued to the other party or which is
attributable to a period prior to such termination nor preclude either party
from pursuing any rights and remedies it may have hereunder or at law or in
equity with respect to any breach of this Agreement.

           (b) Return of Confidential Information and Leased Systems. Upon any
               -----------------------------------------------------
termination or expiration of this Agreement, IRM and Permitted Users and Xenogen
shall promptly return to the other party all Confidential Information received
from the other party (except one copy which may be retained for legal archival
purposes), IRM and Permitted Users shall return to Xenogen all leased Systems,
including all Equipment and Software leased to IRM and Permitted Users under any
lease agreement within thirty (30) days of the termination of this Agreement.
The System(s) shall be shipped to Xenogen's facility at the address set forth in
Section 11.5. IRM or Permitted Users shall pay all shipping and freight charges,
and shall assume the risk of loss during shipment. Xenogen agrees that in the
event of any loss or damage to the leased System(s), IRM's or Permitted Users'
liability for such loss or damage shall not exceed the lower of the amortized or
market values of the leased System(s) at the time of damage or loss.

           (c) Licenses. The licenses granted hereunder shall terminate upon the
               --------
termination of this Agreement,

     10.7  Survival. Sections 2.3, 4.11, 10.6 and 10.7; and Articles 6,7, 9 and
           --------
11 of this Agreement shall survive the expiration or termination of this
Agreement for any reason,

11.  Miscellaneous
     -------------

     11.l  Governing Law; Venue. This Agreement and any dispute, including
           --------------------
without limitation any arbitration, arising from the performance or breach
hereof shall be governed by and construed and enforced in accordance with the
laws of the state of California, without reference to conflicts of laws
principles. The exclusive venue of any dispute arising out of or in connection
with
<PAGE>

the performance or breach of this Agreement shall be the California state courts
or U.S. district court located in Alameda County, California.

     11.2   Assignment. IRM may not transfer or assign this Agreement or any of
            ----------
IRM's rights hereunder without the written consent of Xenogen, which consent
shall not be unreasonably withheld; the foregoing notwithstanding, IRM may
assign this Agreement to Novartis or any Novartis Affiliate. Xenogen may assign
this Agreement or its rights hereunder. This Agreement shall be binding upon and
inure to the benefit of the parties and their permitted successors and assigns.

     11.3   Waiver. No waiver of any rights, shall be effective unless consented
            ------
to in writing by the party to be charged and the waiver of any breach or default
shall not constitute a waiver of any other right hereunder or any subsequent
breach or default.

     11.4   Severability. In the event that any provision of this Agreement is
            ------------
determined to be invalid or unenforceable by a court of competent jurisdiction,
the remainder of the Agreement shall remain in full force and effect without
said provision.

     11.5   Notices. All notices, requests and other communications hereunder
            -------
shall be in writing and shall be personally delivered or sent by telecopy or
other electronic facsimile transmission or by registered or certified mail,
return receipt requested, postage prepaid, in each case to the respective
address specified below, or such other address as may be specified in writing to
the other parties hereto:

     IRM:      IRM, LLC
               P.O. Box HM 2899
               Hamilton HMLX, Bermuda

     Xenogen:  Xenogen Corporation
               860 Atlantic Avenue
               Alameda, CA 94501
               Attn: President

     11.6   Independent Contractors. Both parties are independent contractors
            -----------------------
under this Agreement. Nothing contained in this Agreement is intended nor is to
be construed so as to constitute Xenogen or Novartis as partners or joint
venturers with respect to this Agreement. Neither party shall have any express
or implied right or authority to assume or create any obligations on behalf of
or in the name of the other party or to bind the other party to any other
contract, agreement, or undertaking with any third party.

     11.7   Use of Name. Neither IRM nor Permitted Users shall use the name or
            -----------
trademarks of Xenogen or Stanford without the prior written consent of Xenogen
or Stanford, respectively. Xenogen shall not use the name or trademarks of IRM
or the Permitted Users without prior written consent, respectively.

     11.8   Compliance with Laws. In exercising their rights under this license,
            --------------------
the parties shall fully comply in all material respects with the requirements of
any and all applicable laws, regulations, rules and orders of any governmental
body having jurisdiction over the exercise of rights under this Agreement.
<PAGE>

     11.9   LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
            -----------------------
FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING,
WITHOUT LIMITATION, ANY LOSS OF USE, REVENUE OR PROFIT, ARISING OUT OF THIS
AGREEMENT, THE EXECUTION OF THE LICENSE, OR ANY BREACH OR DEFAULT UNDER THIS
AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

     11.10  "Most Favored Licensee". Xenogen agrees that it will not grant, to
            -----------------------
any commercial entity, a Commercial Use License with no milestone, royalty or
per-use fees, to use the Xenogen Technology for All Fields, for a per-year
license fee which is less than the per-year license fee paid by IRM under this
Agreement. In the event that Xenogen does grant such a license to any other
commercial entity, Xenogen will refund or credit IRM the difference. This
clause shall not apply to any settlements for past infringement.

     11.11  Entire Agreement: Amendment. This Agreement, together with its
            ---------------------------
Exhibits, constitutes the entire and exclusive Agreement between the parties
with respect to the subject matter hereof and supersedes and cancels all
previous discussions, agreements, commitments and writings in respect thereof.
No amendment or addition to this Agreement shall be effective unless reduced to
writing and executed by the authorized representatives of the parties.

<TABLE>
<S>                                                 <C>
IRM, LLC                                            XENOGEN CORPORATION

Signature:  /s/ J. Reinhardt                        Signature: /s/ David W. Carter
           -------------------------------------    -------------------------------
Printed Name: Dr. J. Reinhardt  Dr. B. Aebischer    Printed Name: David W. Carter
              -----------------------------------                 -----------------
Title:        President         Secretary           Title:        Chairman
        -----------------------------------------          ------------------------
Date:         7/25/2000                             Date:    7/10/00
      -------------------------------------------          ------------------------
</TABLE>

Exhibit A: Field
Exhibit B: Authorized Site
Exhibit C: CCD Imaging System
Exhibit D: Press Release

<PAGE>

                                    EXHIBIT A

                                      Field
                                      -----

Drug discovery, lead compound development, pre-clinical evaluation & development
(including efficacy and safety assessment, such as toxicology), and clinical
research & development for all targets, diseases and indications.
<PAGE>

                                    EXHIBIT B

                                Authorized Sites
                                ----------------

All Novartis sites:
The sites of all Novartis Affiliates
The Novartis Research Foundation entities including, but not limited to:
        The Novartis Institute for Functional Genomics, and
        The Friedrich Miescher Institute.
<PAGE>

                                    EXHIBIT C

    CCD Imaging Systems Available for Sale or Lease to IRM or Permitted Users
    -------------------------------------------------------------------------

Hardware
--------

     Hamamatsu 2400 Imagine System
     -----------------------------

        .   Hamamatsu intensified CCD camera
        .   Hamamatsu (Argus) Image Processor
        .   Nikkor(R) 50 mm f 1.2 lens
        .   Hamamatsu specimen chamber
        .   Macintosh(R) control computer with high-resolution monitor

     Xenogen IVIS(TM) Imaging System
     -------------------------------

        .   Roper LN- 1300EB cooled CCD camera (or equivalent)
        .   Navitar 50 mm f 0.95 lens (or equivalent)
        .   Xenogen specimen chamber
        .   Windows 98(R) control computer with high-resolution monitor

     Software
     --------
        LivingImage(TM) Image processing and data analysis software