<PAGE>   1


                                                                 EXHIBIT 10.19






                                LICENSE AGREEMENT

                                     BETWEEN

                                TIMEX CORPORATION

                                       AND

                                SIPEX CORPORATION






<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

SECTION                                                                                             PAGE
-------                                                                                             ----
<S>                                                                                                     <C>
RECITALS.................................................................................................1

1. DEFINITIONS...........................................................................................1
   1.1 "Average Unit Selling Price"......................................................................1
   1.2 "Contract Year"...................................................................................1
   1.3 "Developments"....................................................................................1
   1.4 "Net Sales".......................................................................................1
   1.5 "Products"........................................................................................1
   1.6 "Territory".......................................................................................2
   1.7 "Affiliate".......................................................................................2

2. GRANT OF RIGHTS.......................................................................................2
   2.1 The License.......................................................................................2
   2.2 Rights Reserved To Licensor.......................................................................2
   2.3 Best Efforts......................................................................................2
   2.4 Indiglo Trademark.................................................................................2
   2.5 Authorization To Make Or Sell Bare Die El Circuits Not Included In Definition
        Of Products .....................................................................................3

3. LIMITATION ON RIGHTS GRANTED..........................................................................3

4. DURATION OF AGREEMENT.................................................................................3

5. OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY.....................................................4
   5.1 Ownership Of Intellectual Property................................................................4
   5.2 Infringement......................................................................................4

6. PAYMENTS AND REPORTS..................................................................................4
   6.1 Royalty...........................................................................................4
   6.2 Excess Returns....................................................................................5
   6.3 Sale Date.........................................................................................5
   6.4 Late Payments.....................................................................................5
   6.5 Statements........................................................................................5

7. BOOKS AND RECORDS.....................................................................................6
   7.1 Separate Books And Records........................................................................6
   7.2 Unique Style Numbers..............................................................................6
   7.3 Right To Examine..................................................................................6

8. INSURANCE.............................................................................................7
   8.1 Requirements......................................................................................7
   8.2 Territory For Insurance...........................................................................7

9. INDEMNIFICATION, REPRESENTATIONS AND WARRANTIES.......................................................7
</TABLE>


                                       i


<PAGE>   3
<TABLE>
   <S>                                                                                                  <C>
   9.1 Licensee Indemnification..........................................................................7
   9.2 Licensor Indemnification..........................................................................7
   9.3 Defense Of Claims.................................................................................7
   9.4 Indemnity Unaffected..............................................................................8
   9.5 Notification Of Claims And Consumer Complaints....................................................8
   9.6 Licensor Representations..........................................................................8
   9.7 No Legal Impediments..............................................................................8
   9.8 Mutual Representations............................................................................8
   9.9. Compliance With Law..............................................................................8
   9.10 Disclaimer.......................................................................................8

10. CONFIDENTIAL INFORMATION AND ADVERTISING.............................................................8
   10.1 Confidentiality..................................................................................8
   10.2 Advertising......................................................................................9

11. TERMINATION..........................................................................................9
   11.1 Other Rights Unaffected..........................................................................9
   11.2 Events Of Termination............................................................................9
   11.3. Rights Personal................................................................................10
   11.4. Obligations At Expiration Or Termination.......................................................10
      11.4.1. Termination Of Rights.....................................................................10
      11.4.2. Wind-Down Of Licensee's Product Sales.....................................................10
      11.4.3. No Liability..............................................................................10
      11.4.4 Accrued And Surviving Obligations..........................................................11

12. NOTICES AND COMMUNICATIONS..........................................................................11

13. INTERPRETATION......................................................................................12

14. GOVERNING LAW.......................................................................................12

15. RELATIONSHIP OF THE PARTIES.........................................................................12

16. WAIVER AND INTEGRATION..............................................................................12

17. SURVIVAL............................................................................................13

18. SEVERABILITY........................................................................................13

19. BINDING AGREEMENT...................................................................................13

20. EXHIBITS............................................................................................13

21. TAXES...............................................................................................13

22. FORCE MAJEURE.......................................................................................13

23. PRIORITY OF SUPPLY..................................................................................14

SIGNATURES .............................................................................................15

</TABLE>
                                       ii


<PAGE>   4







                               LIST OF EXHIBITS

EXHIBIT                             TITLE                               PAGE(S)

A                                   PATENT








                                      iii


<PAGE>   5


                                LICENSE AGREEMENT
                            BETWEEN TIMEX CORPORATION
                              AND SIPEX CORPORATION



     This AGREEMENT (this "Agreement") is made and entered into as of July 1,
1997 (the "Effective Date") by and between TIMEX CORPORATION, a Delaware
corporation with its principal place of business at Park Road Extension,
Middlebury, Connecticut (LICENSOR) and SIPEX CORPORATION, a Massachusetts
corporation with its principal place of business at 22 Linnell Circle,
Billerica, Massachusetts (LICENSEE).

     WHEREAS, the parties hereto are parties to a certain License Agreement
dated as of July 1, 1995 (the "Original License Agreement") pursuant to which
LICENSOR granted to LICENSEE a license to use the United States Letter Patent
for an IC Circuit known as the "EL Driver Circuit" that is identified in EXHIBIT
A attached hereto, which is owned by LICENSOR (the "Patent"); and

     WHEREAS, LICENSOR and LICENSEE desire to terminate the Original License
Agreement and replace it with this Agreement;

     NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration the receipt of which is hereby
acknowledged, the parties agree to the following:

1.    DEFINITIONS

     1.1 "AVERAGE UNIT SELLING PRICE" - shall mean the result obtained by
dividing the aggregate Net Sales for the quarter in question by the aggregate
number of units or Products sold during such quarter.

     1.2 "CONTRACT YEAR" - Each year of the Term of this Agreement as set forth
in Section 4.

     1.3 "DEVELOPMENTS" - any discoveries, inventions, improvements, variations
or modifications based on the Patent or derivations of the Patent.

     1.4 "NET SALES" - "Net Sales" are actual invoiced billings for Products
sold and/or all other receivables of any kind whatsoever received in payment for
the Products by LICENSEE or any parent, subsidiary or Affiliate of LICENSEE,
less returns actually received, provided, however, that invoiced charges for
transportation of Products within the Territory and duties which are separately
identified on the sales invoice are not included in "Net Sales".

     1.5 "PRODUCTS" - (a) Packaged EL Driver Circuits that use or incorporate
the inventions of the Patent or any Developments (as defined in Section 5.1
below) owned by LICENSOR and (b) Bare Die EL Driver Circuits that use or
incorporate the inventions of the


                                       1


<PAGE>   6

Patent. "Products" as used herein does not include Bare Die EL Driver Circuits
that use or incorporate Developments (as defined in Section 5.1 below).

     1.6 "TERRITORY"- Worldwide.

     1.7 "AFFILIATE" - with respect to a party hereto, a corporation or other
business entity or any successor thereto which controls, is under common control
with or is controlled by such party. For purposes of this Section 1.7, the terms
"controls," "control," and "controlled" mean the ownership, direct or indirect,
of more than fifty percent (50%) of the voting securities of such corporation or
an equivalent voting or other ownership interest in such other business entity.

2.   GRANT OF RIGHTS

     2.1 THE LICENSE: LICENSOR hereby grants LICENSEE a non-exclusive
non-transferable license in and under the Patent and any Developments owned by
LICENSOR to make, have made, use and sell Products in the Territory in
accordance with the provisions of this Agreement, and to develop and make
prototypes of Bare Die EL Driver Circuits that incorporate Developments provided
that Bare Die EL Driver Circuits incorporating Developments shall not be sold
without obtaining Licensor's prior consent pursuant to Section 2.5.

     2.2 RIGHTS RESERVED TO LICENSOR: No rights are granted or implied by this
Agreement under any patents of any country other than the patents specifically
identified on Exhibit A hereto. All rights other than those expressly granted to
LICENSEE are reserved to LICENSOR, including but not limited to the right to
use, license and sublicense the Patent in connection with the manufacture and
sale of Products of any and all types and descriptions, provided, however, that
should LICENSOR license another to manufacture Products during the Term on more
favorable royalty terms than those set forth herein, LICENSOR and LICENSEE shall
in good faith negotiate comparable royalty terms.

     2.3 BEST EFFORTS: LICENSEE shall use its best efforts to exploit the
License throughout the Territory.

     2.4 INDIGLO TRADEMARK: Nothing contained herein shall be construed as a
license to use the INDIGLO trademark or any other trademark owned by LICENSOR.
If asked, LICENSEE shall advise its customers that they are not authorized to
use the INDIGLO trademark in any way in advertising, selling, marketing or
otherwise promoting the Products or goods in which Products are a component.
LICENSEE may refer customers who are interested in using the INDIGLO trademark
to LICENSOR. Should LICENSEE introduce to LICENSOR any person who desires to
license the INDIGLO trademark for use in connection with products that
incorporate the Products, and should LICENSOR enter into a license agreement
with such person authorizing the use of the INDIGLO trademark on such products,
LICENSOR will pay LICENSEE a "finder's fee" equal to [ * ]% of any royalties
received by LICENSOR from such person on products that incorporate Products and
bear the INDIGLO trademark during the first 


----------

* Confidential portion has been omitted pursuant to a request for confidential
treatment and has been filed separately with the Commission


                                        2

<PAGE>   7


year after such Products are made commercially available. LICENSOR will make
this payment within 90 days following the end of the one-year period that
commences when said products are first made commercially available by such
person.

     2.5 AUTHORIZATION TO MAKE OR SELL BARE DIE EL CIRCUITS NOT INCLUDED IN
DEFINITION OF PRODUCTS: LICENSEE may from time to time seek authorization from
LICENSOR to sell certain parties certain Bare Die EL Circuits that are not
included in definition of Products. Any such request shall be in writing and
shall include a description of the Circuit to be made and sold, the identity of
the buyer, the intended use of the Circuit by the buyer, and the expected sales
volume. Should LICENSOR be willing to authorize such sales, LICENSOR shall
provide such authorization to LICENSEE in writing, signed by a duly authorized
representative of LICENSOR, and the provisions of this Agreement shall apply as
if such sales were sales of Products as defined herein. LICENSOR shall in any
event respond to LICENSEE's request for authorization within 30 days following
receipt of such request. Nothing herein shall be construed to restrict
LICENSEE's right to make and sell circuits or other Products that do not
incorporate the inventions of any patents or other intellectual property owned
by LICENSOR.

3.   LIMITATION ON RIGHTS GRANTED

     LICENSEE has no right to grant any sublicense, concession, right or
privilege relating to the Patent or any Developments owned by LICENSOR or
otherwise to dispose of all or any part of its interest in this Agreement or any
rights under this Agreement. This license is not to be deemed transferable or
assignable by LICENSEE either directly or by operation of law for any reason;
provided, however, that notwithstanding the foregoing, LICENSEE may assign this
Agreement (including, without limitation, an assignment by operation of law) to
a successor in interest of all or substantially all of the assets or business of
LICENSEE other than any competitor of LICENSOR; provided that any such successor
in interest shall agree to become a party to and to be bound by the provision of
this Agreement in the place and stead of LICENSEE. LICENSOR may assign this
Agreement to any Affiliate.

4.   DURATION OF AGREEMENT

     The "Term" of this Agreement shall commence on the Effective Date and
expire on [ * ]; provided however, that either party hereto shall have the right
in its sole discretion to terminate this Agreement effective as of [ * ]. The
First Contract Year of the Term shall commence on the Effective Date and expire
on December 31, 1997. Each subsequent Contract Year of the Term shall commence
on January 1st of each year and expire on December 31st of such year.

----------

* Confidential portion has been omitted pursuant to a request for confidential
treatment and has been filed separately with the Commission


                                        3


<PAGE>   8


5.   OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY

     5.1 OWNERSHIP OF INTELLECTUAL PROPERTY: LICENSEE hereby acknowledges
LICENSOR's ownership of the Patent. LICENSEE and LICENSOR agree that LICENSOR
shall be the owner of any Developments developed or created by LICENSOR,
LICENSEE shall be the owner of any Developments developed or created by
LICENSEE, and LICENSOR and LICENSEE shall jointly own any Developments developed
or created jointly. LICENSEE agreed promptly to communicate any such
Developments to LICENSOR and, to the extent such Developments are owned by
LICENSOR or are jointly owned, to cause its employees to execute any documents
necessary to enable LICENSOR to obtain patents in the U.S. and foreign
countries. To the extent any such Developments are owned by LICENSEE, LICENSEE
hereby grants to LICENSOR and its Affiliates a perpetual, irrevocable,
worldwide, exclusive (subject to the rights of LICENSEE under this Agreement),
royalty-free license in and under any such Developments to make, have made and
sell watches, clocks and other horological products and horological wrist
instruments, without right of sublicense. LICENSEE further grants to LICENSOR
and its Affiliates a perpetual, irrevocable, worldwide, non-exclusive,
royalty-free right in and under such Developments to make, have made, use and
sell other products, without right of sublicense.

     5.2 INFRINGEMENT: LICENSEE shall promptly give written notice to LICENSOR
of any actual or suspected infringement or misuse of the Patent or any
Developments owned by LICENSOR by any third party of which LICENSEE becomes
aware. LICENSOR shall have the right, but not the requirement, to commence legal
action regarding any misuse or infringement at its expense. LICENSEE shall
cooperate fully and promptly in any misuse or infringement action commenced by
LICENSOR as LICENSOR shall require; provided, however, that any and all costs
incurred by LICENSEE in connection with such litigation shall be borne by
LICENSOR, except that nominal or sample costs shall be borne by LICENSEE.
LICENSOR shall be entitled to seek and recover all costs, expenses and damages
resulting from any infringement or misuse of the Patent or any Developments
owned by LICENSOR, including, without limitation, sums which might otherwise be
due to LICENSEE by operation of law or otherwise, and LICENSEE shall have no
right to share in any amounts recovered by LICENSOR.

6.   PAYMENTS AND REPORTS

     6.1 ROYALTY:

     Each quarter during the Term, LICENSEE shall pay to LICENSOR and account
for a non-refundable royalty (the "Royalty") in an amount in United States
Dollars on all of LICENSEE's sales of the Products, measured in U.S. Dollars.
Royalties shall be paid in U.S. Dollars. The Royalty payment in respect of each
quarter shall be determined by multiplying the aggregate amount of the Net Sales
of the Products sold during such quarter by the applicable Royalty rate set
forth below, which Royalty rate shall be based upon the Average Unit Selling
Price of all units of Products sold during such quarter:


                                       4


<PAGE>   9

<TABLE>
<CAPTION>

         <S>                                           <C>                  
         AVERAGE UNIT SELLING PRICE                    ROYALTY
         $0.76 or higher                               [ * ]%
         $0.66 - $0.75                                 [ * ]%
         $0.50 - $0.65                                 [ * ]%
         less than $0.50                               [ * ]%
</TABLE>


provided, however, that LICENSEE shall pay a minimum Royalty of $[ * ] for the
First Contract Year and $[ * ] for each subsequent Contract Year. If LICENSEE's
sales on which a royalty is due hereunder are made in a foreign currency,
LICENSEE shall, with the statement of royalties, set forth the amount of such
sales in the foreign currency and the exchange rate used to convert such sales
into U.S. Dollars. LICENSEE shall use the exchange rate stated in the Wall
Street Journal on the fifteenth day of the second month of the quarter for which
the accounting is due or, if such day is not a business day, on the next
business day.

     6.2 EXCESS RETURNS: In the event that during any Contract Year, returns of
the Products shall exceed ten percent (10%) of the quantity of Products shipped
during such year, LICENSEE shall pay to LICENSOR a Royalty upon any such returns
in respect of such excess quantity of returns, the amount of which shall be
determined and paid to LICENSOR as if such Products has not been returned.

     6.3 SALE DATE: All Royalty payments shall accrue upon the sale of the
Products regardless of the time of collection by LICENSEE. A Product is
considered "sold" upon the date when such Product is billed, invoiced, shipped
or paid for, whichever event occurs first.

     6.4 LATE PAYMENTS: If any payment is not received by LICENSOR within thirty
(30) days of the due date, LICENSEE shall pay to LICENSOR a late charge on all
overdue payments commencing five (5) days following the date upon which LICENSOR
shall give LICENSEE written notice that such payment has not been received. Such
late charge shall be calculated at an annual rate of one percent (1%) over the
prevailing prime rate of the Chase Manhattan Bank in New York, New York (or its
successor) in effect on the date on which such late payment should have been
received by the LICENSOR. This late charge represents a fair and reasonable
estimate of the costs that LICENSOR will incur by reason of late payment by
LICENSEE.

     6.5 STATEMENTS:

          6.5.1 Simultaneous with the submission of all payments, but regardless
of whether any payment is due, LICENSEE shall submit a report of the number,
description and invoice price of each Product sold (by Style Number), the gross
sales, the Net Sales in United States Dollars of all Products, the Average Unit
Selling Price, the Royalty amount payable, and any other information that may be
required for the relevant quarter. The payments and statements for January,
February and March of each year shall be due May 1; the payments and 

----------

* Confidential portion has been omitted pursuant to a request for confidential
treatment and has been filed separately with the Commission


                                       5


<PAGE>   10

statements for April, May and June shall be due August 1; the payments and
statements for July, August and September shall be due November 1; and the
payments and statements for October, November and December shall be due 
February 1.

          6.5.2. LICENSEE shall submit copies of its invoices and credit
memoranda upon request.

          6.5.3 Receipt or acceptance by LICENSOR of any statement furnished, or
of any sums paid by LICENSEE, shall not preclude LICENSOR from questioning their
correctness at any time.

7.   BOOKS AND RECORDS

     7.1 SEPARATE BOOKS AND RECORDS: LICENSEE shall maintain separate and
appropriate books of account and records sufficient to reconcile the number of
units received with the number of units sold, both in accordance with United
States generally accepted accounting principles.

     7.2 UNIQUE STYLE NUMBERS: The Products shall be assigned style numbers
unique from any other products which LICENSEE manufactures or sells. The style
number assigned to each Product shall be identical to the style number utilized
to identify that Product in all LICENSEE's books and records. All documents
evidencing the sale of Products shall state the style number of such products.

     7.3 RIGHT TO EXAMINE: Until four (4) years after the last sale of Products
by LICENSEE, LICENSOR shall have the right, through any authorized
representative of its choice and at its sole cost and expense, on at least
twenty (20) days advance notice to LICENSEE, to examine and copy LICENSEE's
books and records relating to the sale of the Products which are appropriate to
allow LICENSOR to monitor LICENSEE's obligations under this Agreement. LICENSOR
shall have the right to examine the books and records relating to the sale of
the Products of all companies owned or controlled by LICENSEE or in which
LICENSEE is a partner. All such examinations shall be at LICENSEE's principal
place of business and during normal business hours. LICENSEE shall keep all such
books of account and records available for at least four (4) years after the
last sale of Products by LICENSEE. LICENSEE shall maintain its books and records
only at its principal place of business (defined above) and shall not remove
this information unless it has given LICENSOR thirty (30) days written notice of
the new location (which must be in the Territory). If an examination discloses
that LICENSEE has understated Net Sales or underpaid royalties for any report
period, without prejudice to any of LICENSOR's rights, LICENSEE shall pay to
LICENSOR the amount, if any, by which the actual royalties exceed royalties paid
within fifteen (15) days of receipt of notice by LICENSOR to such effect
together with the applicable late charge as provided. Further, if LICENSEE
underpays royalties by more than five percent (5%) for any Contract Year,
LICENSEE shall pay all reasonable costs, fees and expenses incurred by LICENSOR
in conducting such examination in addition to any late charges and interest
provided for in this Agreement and reasonable attorney's fees.


                                       6


<PAGE>   11


8.   INSURANCE

     8.1 REQUIREMENTS: Without limiting LICENSEE's liability pursuant to the
indemnity provisions of this Agreement, LICENSEE shall maintain commercial
general liability insurance in the amount of at least US $3,000,000 (combined
single limit per occurrence) plus defense costs. This insurance shall include
broad form blanket contractual liability, products and completed operations
liability.

     8.2 TERRITORY FOR INSURANCE: The insurance set forth in this section must
cover the entire Territory.

9.   INDEMNIFICATION, REPRESENTATIONS AND WARRANTIES

     9.1 LICENSEE INDEMNIFICATION: LICENSEE agrees to indemnify, protect, hold
harmless and defend LICENSOR, its officers, directors, agents, and employees
from and against any and all claims, suits, loss, liability, expense and damage,
including costs of suit and attorneys' fees arising out of:

          9.1.1 the manufacture, labeling, sale, distribution or advertisement
of a Product;

          9.1.2 any alleged defect in a Product, regardless of whether the
action is based upon negligence or strict liability, and regardless of whether
the alleged negligence of LICENSEE is characterized as "passive" or "active";

          9.1.3 any violation of any warranty, representation or agreement made
by LICENSEE pertaining to a Product; and

          9.1.4 the claim of any broker, finder or agent in connection with the
making of this Agreement or any transactions contemplated by this Agreement.

     9.2 LICENSOR INDEMNIFICATION: LICENSOR agrees to indemnify, protect, hold
harmless and defend LICENSEE, its officers, directors, agents, and employees
from and against any and all claims, suits, loss, liability, expense and damage,
including costs of suit and attorneys' fees, arising out of any breach of
warranty or material misrepresentation on the part of LICENSOR under Section 9.6
of this Agreement.

     9.3 DEFENSE OF CLAIMS: If there is a claim for which a party is
indemnified, the indemnifying party shall control all aspects of the disposition
of such claim, and the indemnified party shall cooperate fully with the
indemnifying party in connection therewith; provided, however, (1) LICENSOR
shall control all aspects of the disposition of any claims relating to the
right, title and interest in or to the Patent and any Developments owned by
LICENSOR (including infringement) and LICENSEE shall cooperate fully with
LICENSOR in connection therewith, and (2) the indemnified party shall be
entitled to defend itself with counsel of its choice, at its sole cost and
expense.


                                       7


<PAGE>   12

     9.4 INDEMNITY UNAFFECTED: Compliance by LICENSEE with the insurance
provisions of this Agreement shall not relieve LICENSEE of its duty to indemnify
LICENSOR under this section.

     9.5 NOTIFICATION OF CLAIMS AND CONSUMER COMPLAINTS: If either party learns
of a claim related to this Agreement or the Patent, it shall immediately notify
the other party by telephone and in writing transmitted by overnight courier of
the subject matter and the parties and the nature of the claim. If the claim
pertains to any of LICENSEE's obligations under this Agreement, LICENSEE shall
promptly inform LICENSOR of what steps it is taking to correct the claim or
complaint whether by consumer or a government body. LICENSOR and LICENSEE shall
cooperate in the resolution of all such claims.

     9.6 LICENSOR REPRESENTATIONS: LICENSOR represents and warrants that it has
applied for and obtained the Patent. LICENSOR has made no representation or
warranty, except as expressly provided, with respect to the Patent or the
Products. There are not implied warranties of merchantabilty or fitness for any
particular purpose, nor does LICENSOR warrant that Products manufactured using
the Patent will not infringe any patent or other intellectual property rights
that may be held by third parties.

     9.7 NO LEGAL IMPEDIMENTS: The parties represent and warrant that: (a) they
have the full right, power and authority to enter into this Agreement and to
perform all obligations; (b) they are under no legal impediment which would
prevent their entering into this Agreement; and (c) they are financially capable
of performing their obligations.

     9.8 MUTUAL REPRESENTATIONS: LICENSEE and LICENSOR each warrants and
represents that it is a corporation duly incorporated, validly existing and in
good standing under the laws of Massachusetts and Delaware, respectively.

     9.9. COMPLIANCE WITH LAW: LICENSEE shall take all actions required by any
national or regional agency, government or commission to carry out the purposes
of this Agreement in compliance with applicable law. LICENSEE shall provide
LICENSOR with copies of any communications to or from any such agency,
government or commission which relates to or affects the Patent or the Products.

     9.10 DISCLAIMER: EACH PARTY AGREES THAT THE OTHER SHALL NOT BE RESPONSIBLE
FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, ECONOMIC OR PUNITIVE DAMAGES OF ANY
KIND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.  CONFIDENTIAL INFORMATION AND ADVERTISING

     10.1 CONFIDENTIALITY: Each party expressly undertakes to retain in 
confidence and to require it employees, agents, subcontractors and distributors
to retain in confidence the terms of this agreement and all information and
know-how transmitted to such party that the disclosing party has identified as
being proprietary or confidential or which, by the nature of the circumstances
surrounding disclosure, ought in good faith to be treated as proprietary or


                                       8


<PAGE>   13

confidential (collectively "Confidential Information"). All written confidential
material shall be conspicuously labeled as "Confidential" or "Proprietary".
Confidential Information includes, but is not limited to, information relating
to intellectual property and to business plans, financial matters, products,
services, manufacturing processes and methods, costs, sources of supply,
strategic marketing plans, customer lists, sales, profits, pricing methods,
personnel and business relationships. Confidential Information shall not include
any information that: (a) was already known to the receiving party prior to its
relationship with the disclosing party, as established by written records; (b)
is or becomes generally available to the public other than as a result of the
receiving party's breach of an obligation of confidentiality to the disclosing
party; (c) is furnished to the receiving party by a third party who is lawfully
in possession of, and who lawfully conveys, such information; or (d) is
subsequently developed by the receiving party independently of the information
received from the disclosing party, as established by the receiving party's
written records. For purposes of this definition, the phrase "receiving party"
shall be deemed to include each company or entity controlled by or under common
control with the receiving party. Without the prior written consent of the other
party, Confidential Information shall not be disclosed by either party to any
other person or entity unless such person or entity has a duty or obligation of
confidentiality with respect to the protection and use of Confidential
Information as set forth herein, and Confidential Information shall not be
disclosed to such a person or entity except insofar as (i) such disclosure is
necessary to the exercise of its rights or obligations under this Agreement;
(ii) the receiving party needs to make such disclosure to its outside legal and
financial officers; of (iii) the disclosure is required by applicable
regulation. Any disclosure required by applicable law or regulation shall be
made in compliance with all applicable protective orders and only after the
party required to make such disclosure gives at least thirty (30) days advance
notice thereof to the other party.

     10.2 ADVERTISING: LICENSEE shall obtain the prior written permission of
LICENSOR to use LICENSOR's name, products or trademarks in connection with any
advertisement.

11.  TERMINATION

     11.1 OTHER RIGHTS UNAFFECTED: Termination on any ground shall be without
prejudice to any other rights or remedies.

     11.2 EVENTS OF TERMINATION: Upon the occurrence of any one of the following
events of termination, the party not responsible for such event of termination
shall have the right to terminate this Agreement and the licenses granted
hereunder effective (subject to the provisions of Section 11.4. hereof) upon the
giving of written notice of such termination to the other party;

          11.2.1. If LICENSEE fails to pay the Royalty within 15 days after the
receipt of notice that LICENSOR has not received the Royalty, or knowingly
misstates any royalties and/or payments due;

          11.2.2. If the other party hereto shall breach any material obligation
contained in this Agreement (other than the obligation to pay Royalties) and
shall fail to cure such breach 


                                       9


<PAGE>   14


within ninety (90) days after notice thereof (or if such breach can not be
practicably cured within such 90 day period, then within one hundred and twenty
(120) days after notice provided that the other party shall be using reasonable
efforts to cure such breach);

          11.2.3. Dissolution, termination of existence, liquidation, insolvency
or business failure of the other party or the appointment of a custodian or
receiver for the other party if such appointment is not terminated or dismissed
within thirty (30) days; or

          11.2.4. The filing of Federal bankruptcy proceedings of the other
party or the appointment of a receiver of substantially all of the other party's
assets, or the making by the other party of any assignment of substantially all
of its assets for the benefit of creditors, or the institution of any
proceedings against the other party under any bankruptcy law which are not
discharged in 90 days.

     11.3. RIGHTS PERSONAL: The license and rights granted hereunder are
personal to the parties hereto. No assignee for the benefit of creditors,
receiver, debtor in possession, trustee in bankruptcy, sheriff or any other
officer or court charged with taking over custody of a party's assets or
business shall have any right to continue performance of this Agreement or to
exploit or in any way use the Patent if this Agreement is terminated pursuant to
subparagraphs 11.2.3 or 11.2.4 above, except as may be required by law.

     11.4. OBLIGATIONS AT EXPIRATION OR TERMINATION

          11.4.1. TERMINATION OF RIGHTS: Upon expiration or termination of this
Agreement for any reason, except as provided in Section 11.4.2, all rights in
the Patent granted to LICENSEE shall automatically terminate and LICENSEE shall
cease and desist from any and all manufacture of the Products, any and all sale,
distribution or disposal of the Products, and any use of the Patent.

          11.4.2. WIND-DOWN OF LICENSEE'S PRODUCT SALES:Upon the expiration or
termination of this Agreement for any reason, LICENSEE shall have the right for
a period of twelve (12) months following the effective date of the expiration or
termination of this Agreement (the "Termination Date") to fill orders for
products which were outstanding on the Termination Date and to accept additional
orders for Products from customers who were existing customers of LICENSEE on
the Termination Date. Additionally, LICENSEE shall have the right to complete
the manufacture and delivery of all orders received from such existing customers
until the expiration of eighteen (18) months following the Termination Date.
LICENSEE shall continue to submit quarterly statements and payments of Royalties
in respect of all sales for Products during such period as provided in Section 6
of this Agreement. During such 18-month period, all relevant provisions of this
Agreement shall continue to apply.

          11.4.3. NO LIABILITY: Upon the expiration or termination of this
Agreement, LICENSEE shall not be entitled to termination payments, compensation,
reimbursement, or damages on account of any loss of prospective profits on
anticipated sales or on account of expenditures for advertising, promotion or
for manufacturing facilities, investment, leases, or other commitments relating
to the business or goodwill of LICENSEE, including without 


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limitation, damages claimed by reason of LICENSEE's reliance upon further
continuance of this Agreement.

          11.4.4. ACCRUED AND SURVIVING OBLIGATIONS: Upon the expiration or
termination of this Agreement for any reason, nothing herein shall be construed
to release either party from any obligation that accrued or matured prior to the
Termination Date. Additionally, the following Sections of this Agreement shall
survive the expiration or termination of this Agreement: Section 5.1, Section
5.2, Section 6, Section 7.3, Section 8, Section 9, and Section 11.4.

12.  NOTICES AND COMMUNICATIONS:

     Any notice, communication or legal service of process is effective when
personally delivered in writing; or on the date when the notice or communication
is telexed or telecopied (with a confirmation copy to be sent by overnight mail
courier or by certified mail, return receipt requested); or the day after the
notice or communication is sent by overnight airmail courier (e.g., Federal
Express); or three (3) days after the date of mailing (by certified mail, return
receipt requested). All notices shall be sent to the parties at the Notice
Addresses listed below (or such other addresses as the parties may notify each
other in a like manner):

                     TO LICENSOR:       Manager of Licensing
                                        Timex Corporation
                                        Park Road Extension
                                        Middlebury, Connecticut  06762
                                        Telephone: (203) 573-5000
                                        Facsimile: (203)573-5139

                     WITH COPY TO:      Corporate Secretary
                                        Timex Corporation
                                        Park Road Extension
                                        Middlebury, Connecticut  06762
                                        Telephone: (203) 573-5000
                                        Facsimile: (203)573-5139

                     TO LICENSEE:       Sipex Corporation
                                        22 Linnell Circle
                                        Billerica, Massachusetts  01821
                                        Telephone: (508) 667-8700
                                        Facsimile: (508) 671-1933


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<PAGE>   16


                     WITH COPY TO:      Lea B. Pendleton, Esq.
                                        Morse, Barnes-Brown & Pendleton, P.C.
                                        Reservoir Place
                                        1601 Trapelo Road
                                        Waltham, Massachusetts  02154
                                        Telephone: (617) 622-5930
                                        Facsimile: (617) 622-5933

13.  INTERPRETATION

     The License Agreement shall be interpreted to give LICENSOR maximum control
of its Patent and the usage thereof. Any uncertainty or ambiguity shall not be
construed for or against the party based on attribution of drafting to either
party. The caption headings of the sections are for convenience only and shall
not be used for interpretation.

14.  GOVERNING LAW

     All questions concerning this Agreement, the rights and obligations of the
parties, its enforcement, and its validity, effect, interpretation and
construction which are governed by state law shall be determined under the laws
of the State of Connecticut, excluding its choice of law provisions. All federal
or foreign law questions shall be governed by federal law or the law of the
applicable foreign jurisdiction. With respect to any claim relating to this
Agreement, the LICENSEE (a) irrevocably submits to the exclusive jurisdiction of
the courts of the State of Connecticut and the United States District Court for
the District of Connecticut, and to the jurisdiction of all courts to which an
appeal may be taken from such courts, and (b) expressly waives, to the fullest
extent it may effectively do so under applicable law, any objection which it may
at any time have to venue in such courts, that any suit, action or proceeding
therein has been brought in an inconvenient forum or that any such court lacks
jurisdiction.

15.  RELATIONSHIP OF THE PARTIES

     Nothing in this Agreement shall be construed to place the parties in the
relationship of legal representatives, partners, joint ventures or agents.
Neither party shall have the power to oblige or bind the other party in any
manner except as provided herein.

16.  WAIVER AND INTEGRATION

     The failure of a party to insist upon strict adherence to any term of this
Agreement or to object to any failure to comply with any provision of this
Agreement shall not be a waiver of that term or provision, estop that party from
enforcing that term or provision, or preclude that party from enforcing that
term or provision by estoppel or by laches. The receipt by a party of any
benefit from this Agreement (e.g., royalty payment) shall not affect waiver or
estoppel of the right of that party to enforce any section. None of the terms of
this Agreement shall be deemed to be waived or modified, including all
provisions of this section, except by an express agreement in writing, signed by
authorized representatives of both parties. This Agreement, including all
attachments, constitutes the entire agreement between the parties, and
supersedes all 


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<PAGE>   17


prior negotiations and agreements between the parties concerning its subject
matter. This writing is intended as the final, complete and exclusive statement
of the terms of the Agreement between the parties and cannot be changed or
terminated orally. The Original License Agreement is hereby terminated and
replaced by this Agreement.

17.  SURVIVAL

     All obligations of the parties of a continuing nature shall survive the
termination or expiration of this Agreement.

18.  SEVERABILITY

     If any provision of this Agreement is held by a court of competent
jurisdiction or an arbitrator to be invalid or unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect and the
invalid or unenforceable provision shall be interpreted and, if necessary,
reformed by the parties in a manner to reflect as closely as possible the
intentions of the parties when entering into this Agreement and be valid and
enforceable.

19.  BINDING AGREEMENT

     This Agreement shall be binding on and inure to the benefit of the parties
and their respective successors, agents, Affiliates, representatives and
permitted assigns.

20.  EXHIBITS

     All Exhibits are incorporated into this Agreement.

21.  TAXES

     LICENSEE will bear all taxes, duties and other governmental charges
relating to or arising under this Agreement, including without limitation any
stamp or documentary taxes or duties, turnover, sales or use taxes, value added
taxes, excise taxes, customs or exchange or control duties or any other charges
relating to or on, any royalty payable by LICENSEE to LICENSOR hereunder, but
specifically excluding any income taxes of LICENSOR. To the extent any
withholding or other tax is imposed on any royalty payable to LICENSOR, LICENSEE
will gross up the amount of such royalty so that the net amount paid to LICENSOR
after reduction by such withholding or other tax is equal to the amount of the
royalty determined under Section 6 of this Agreement. If any withholding or
other tax is imposed by any governmental agency on any payment made pursuant to
this Agreement, LICENSEE shall obtain certified proof of said tax payment or
withholding and immediately transmit it to LICENSOR.

22.  FORCE MAJEURE

     Neither party shall be in default hereunder, nor shall either party be
required to fulfill its obligations hereunder by reason of its delay in the
performance of or failure to perform any of its obligations herein if such delay
or failure is caused by acts of God or other events beyond its 


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<PAGE>   18


control. If the force majeure continues for more than two (2) months, either
party may terminate this Agreement.

23.  PRIORITY OF SUPPLY

     LICENSEE shall give LICENSOR's and its Affiliates orders for Products
priority over orders placed by any other party, and shall not charge LICENSOR or
its Affiliates more for Products than it charges any other party.






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<PAGE>   19




     IN WITNESS WHEREOF, LICENSEE and LICENSOR have executed this Agreement as
of the Effective Date.



     LICENSEE:                                   LICENSOR:
     SIPEX CORPORATION                           TIMEX CORPORATION
     a Massachusetts Corporation                 a Delaware Corporation


     By: /s/ Frank R. DiPietro                   By: /s/ Frank Sherer
        -------------------------                   -------------------------

     Title: Executive VP, CFO                    Title: VP
            ---------------------                       ---------------------
 
     Date:                                       Date:
          -----------------------                     -----------------------

     Name: Frank R. DiPietro






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<PAGE>   20




                                    EXHIBIT A



         PATENT



         U.S. Patent No. 4,527,096 ("Kindlmann Patent")