<PAGE>   1
EXHIBIT 10.3                               CONFIDENTIAL TREATMENT
                                   GENOMETRIX INCORPORATED HAS REQUESTED
                                   THAT THE MARKED PORTIONS OF THIS DOCUMENT
                                   BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT
                                   TO RULE 406 UNDER THE SECURITIES ACT OF 1933,
                                   AS AMENDED.









                                  May 19, 1994

                      MASSACHUSETTS INSTITUTE OF TECHNOLOGY
                            GENOMETRIX, INCORPORATED
                            PATENT LICENSE AGREEMENT

                                   (EXCLUSIVE)



<PAGE>   2


                      MASSACHUSETTS INSTITUTE OF TECHNOLOGY
                             GENOMETRIX INCORPORATED
                            PATENT LICENSE AGREEMENT

         This Agreement is made and entered into this May 27, 1994, (the
"Effective Date") by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a
corporation duly organized and existing under the laws of the Commonwealth of
Massachusetts and having its principal office at 77 Massachusetts Avenue,
Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as "M.I.T."),
and GENOMETRIX INCORPORATED, a corporation duly organized and existing under the
laws of Delaware and a company having its principal office at c/o Houston
Advanced Research Center, 4800 Research Forest Drive, The Woodlands, TX 77381
(hereinafter referred to as "LICENSEE").

                                   WITNESSETH

         WHEREAS, M.I.T., the Houston Advanced Research Center, having its
principle address at 4800 Research Forest Dr., The Woodlands, TX 77381
(hereinafter "HARC"), and the Baylor College of Medicine, having its principle
address at 1709 Dryden, Houston, TX 77030 (hereinafter "BMC") are the owners of
and have the right to grant licenses under certain PATENT RIGHTS (as later
defined herein) relating to M.I.T. Case No. Case 5722L "Genosensors For DNA
Decoding" By Kenneth Beattie, Barry Burke, Change-Lee Chen, Mitchell Eggers,
Daniel Ehrlich, Michael Hogan, Mark Hollis, Bernard Kosicki, Richard Mathews,
Ralph Murphy, Dennis Rathman, and John Shumaker and M.I.T. Case No. Case 6394L
"Methods And Apparatus For Detecting And Imaging Particles Using Large Format
Solid State Imaging Techniques" By Mitchell Eggers, Daniel Ehrlich, Michael
Hogan, Mark Hollis, Bernard Kosicki,


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and Robert Reich and has the right to grant licenses under said PATENT RIGHTS,
subject only to a royalty-free, nonexclusive license heretofore granted to the
United States Government;

         WHEREAS, M.I.T. desires to have the PATENT RIGHTS developed and
commercialized to benefit the public and is willing to grant a license
thereunder;

         WHEREAS, LICENSEE has represented to M.I.T., to induce M.I.T. to enter
into this Agreement, that LICENSEE is knowledgeable with respect to products
similar to the LICENSED PRODUCT(s) (as later defined herein) and/or the use of
the LICENSED PROCESS(es) (as later defined herein) and that it shall commit
itself to a thorough, vigorous and diligent program of exploiting the PATENT
RIGHTS so that public utilization shall result therefrom; and

         WHEREAS, LICENSEE desires to obtain a license under the PATENT RIGHTS
upon the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:

                                 1. DEFINITIONS

         For the purposes of this Agreement, the following words and phrases
shall have the following meanings: 1.1 "LICENSEE" shall include a related
company of GENOMETRIX INCORPORATED, the voting stock of which is directly or
indirectly at least fifty percent (50%) owned or controlled by GENOMETRIX
INCORPORATED, an organization which directly or indirectly controls more than
fifty percent (50%) of the voting stock of GENOMETRIX INCORPORATED and an
organization, the majority ownership of which is directly or indirectly common
to the ownership of GENOMETRIX INCORPORATED.


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<PAGE>   4



         1.2 "PATENT RIGHTS" shall mean all of the following M.I.T., HARC, and
BCM intellectual property:

                  a.       the United States and foreign patents and/or patent
                           applications listed in Appendices A and B;

                  b.       United States and foreign patents issued from the
                           applications listed in Appendices A and B and from
                           divisionals, continuations, revisions and
                           reexaminations of these applications;

                  c.       claims of U.S. and foreign continuation-in-part
                           applications, and of the resulting patents, which are
                           directed to subject matter specifically described in
                           the U.S. and foreign applications listed in
                           Appendices A and B;

                  d.       claims of all foreign patent applications, and of the
                           resulting patents, which are directed to subject
                           matter specifically described in the United States
                           patents and/or patent applications described in a, b
                           or c above; and

                  e.       any reissues of United States and foreign patents
                           described in a, b or c above.

         1.3 A "LICENSED PRODUCT" shall mean any product or part thereof which:

                  a.       is covered in whole or in part by a VALID CLAIM or a
                           pending claim asserted in good faith contained in the
                           PATENT RIGHTS in the country in which any such
                           product or part thereof is made, used or sold; or

                  b.       is manufactured by using a process which is covered
                           in whole or in part by a VALID CLAIM or pending claim
                           asserted in good faith contained in the PATENT RIGHTS
                           in the country in which any LICENSED PROCESS is used
                           or in which such product or part thereof is used or
                           sold.

         1.4 A "LICENSED PROCESS" shall mean any process which is covered in
whole or in part by a VALID CLAIM or a pending claim asserted in good faith
contained in the PATENT RIGHTS.


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<PAGE>   5


                                            CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION. ASTERISKS
                                            DENOTE SUCH OMISSIONS.

         1.5 "NET SALES" shall mean LICENSEE's and its sublicensees' billings
for LICENSED PRODUCTS and LICENSED PROCESSES sold hereunder less the sum of the
following:
                  a.       discounts allowed in amounts customary in the trade;

                  b.       sales, tariff duties and/or use taxes directly
                           imposed and with reference to particular sales;

                  c.       packing and crating charges separately stated;

                  d.       outbound transportation prepaid or allowed;

                  e.       amounts allowed or credited on returns, and

                  f.       amounts paid to third parties to collect monies due
                           from sublicensees.

         No deductions shall be made for commissions paid to individuals whether
they be with independent sales agencies or regularly employed by LICENSEE and on
its payroll, or except as provided above, for cost of collections. LICENSED
PRODUCTS shall be considered "sold" when billed out or invoiced.

         1.6      "TERRITORY" shall mean worldwide.

         1.7 A "VALID CLAIM" shall mean a claim of an issued, unexpired patent
contained in the PATENT RIGHTS so long as such claim shall not have been held
invalid in an unappealed or unappealable decision rendered by a court of
competent jurisdiction.

         1.8      "FIELD OF USE" shall mean all fields of use except the field
of use of a
*********************************************************************, which
term "GENOSENSOR SYSTEM" is defined in a Collaboration Agreement among M.I.T.,
Beckman Instruments, Inc., GENOMETRIX and certain others, dated May 28, 1993 and
amended November 5, 1993 to read:


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<PAGE>   6

                  "the system developed by the PARTIES as generally described in
                  the AWARD proposal for detecting hybridization of target
                  DNA/RNA to known DNA/RNA, PNA or other nucleic acid analog
                  probes. The system will be used only for high and/or low
                  resolution sequence determination and will consist of a
                  microfabricated semiconductor device ("GENOSENSOR CHIP" or
                  "CHIP") designed to be used with an array of probes attached
                  to a solid support, means for exposing the array of probes to
                  target DNA/RNA (the sample), means for detecting whether or
                  not (and where) hybridization has occurred and means for
                  reporting the results. The solid support can be the GENOSENSOR
                  CHIP itself or a separable support."

                                    2. GRANT

         2.1 M.I.T. hereby grants to LICENSEE the right and license in the
TERRITORY for the FIELD OF USE to practice under the PATENT RIGHTS and, to the
extent not prohibited by other patents, to make, have made, use, lease, sell and
import LICENSED PRODUCTS and to practice the LICENSED PROCESSES, until the end
of the term for which the PATENT RIGHTS are granted unless this Agreement shall
be sooner terminated according to the terms hereof.

         2.2 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the United
States shall be manufactured substantially in the United States.

         2.3 In order to establish a period of exclusivity for LICENSEE, M.I.T.
hereby agrees that it shall not grant any other license to make, have made, use,
lease, sell or import LICENSED PRODUCTS or to utilize LICENSED PROCESSES in the
TERRITORY for the FIELD OF USE during the period of time commencing with the
Effective Date of this Agreement and terminating with the expiration of ten (10)
years after the Effective Date of this Agreement. If at the end of the exclusive
period, LICENSEE has achieved all milestones within this agreement and has not
breached this agreement, M.I.T. shall negotiate to extend the exclusive period,
such negotiations shall be in good faith.


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<PAGE>   7


         2.4 At the end of the exclusive period, the license granted hereunder
shall become nonexclusive and shall extend to the end of the term or terms for
which any PATENT RIGHTS are issued, unless sooner terminated as hereinafter
provided.

         2.5 M.I.T., HARC, and BCM reserve the right to practice under the
PATENT RIGHTS for noncommercial research purposes.

         2.6 LICENSEE shall have the right to enter into sublicensing agreements
for the rights, privileges and licenses granted hereunder only during the
exclusive period of this Agreement. Such sublicenses may extend past the
expiration date of the exclusive period of this Agreement, but any exclusivity
of such sublicenses shall expire upon the expiration of LICENSEE's exclusivity.
Upon any termination of this Agreement, sublicensees' rights shall also
terminate, subject to Article 13.6 hereof.

         2.7 LICENSEE agrees that any sublicenses granted hereunder by it shall
provide that the obligations to M.I.T. of Articles 2, 5, 7, 8, 9, 10, 12, 13,
and 15 of this Agreement shall be binding upon the sublicensee as if it were a
party to this Agreement. LICENSEE further agrees to attach copies of these
Articles to sublicense agreements.

         2.8 LICENSEE agrees to forward to M.I.T. a copy of any and all
sublicense agreements promptly upon execution by the parties.

         2.9 LICENSEE shall not receive from sublicensees anything of value in
lieu of cash payments in consideration for any sublicense under this Agreement,
without the express prior written permission of M.I.T., which shall not be
unreasonably withheld, provided M.I.T. receives its share of value.


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<PAGE>   8



         2.10 The license granted hereunder shall not be construed to confer any
rights upon LICENSEE by implication, estoppel or otherwise as to any technology
not specifically set forth in Appendices A and B hereof or not otherwise within
the definition of PATENT RIGHTS.

                                3. DUE DILIGENCE

         3.1 LICENSEE shall use its commercially reasonable best efforts to
bring one or more LICENSED PRODUCTS or LICENSED PROCESSES to market through a
thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS
and to continue active, diligent marketing efforts for one or more LICENSED
PRODUCTS or LICENSED PROCESSES throughout the life of this Agreement.

         3.2 In addition, LICENSEE shall adhere to the following milestones:

                  a.       LICENSEE shall deliver to M.I.T. on or before July 1,
                           1994 a business plan showing the amount of money,
                           number and kind of personnel and time budgeted and
                           planned for each phase of development of the LICENSED
                           PRODUCTS and LICENSED PROCESSES and shall provide
                           similar reports to M.I.T. on or before January 1 of
                           each year.

                  b.       LICENSEE shall raise Three Hundred Thousand Dollars
                           ($300,000) in equity financing by October 1, 1994.

                  c.       LICENSEE shall pay HARC one half (1/2) of the
                           expenses LICENSEE has incurred at HARC by the earlier
                           of the date of LICENSEE's initial funding outlined in
                           3.2b or by October 1, 1994. Said amount shall be no
                           less than Twenty Thousand Dollars ($20,000).

                  d.       LICENSEE shall pay HARC the remaining portion of the
                           expenses LICENSEE has incurred at HARC and not paid
                           under 3.2c in twelve (12) equal monthly installments.
                           Said payments shall be due on the first day of the
                           month and shall begin in the first full month
                           following the date of LICENSEE's initial funding
                           outlined in 3.2b.

         3.3 LICENSEE's failure to perform in accordance with Paragraphs 3.1 and
3.2 above shall be grounds for M.I.T. to terminate this Agreement pursuant to
Paragraph 13.3 hereof.


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<PAGE>   9

                                            CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION. ASTERISKS
                                            DENOTE SUCH OMISSIONS.


         3.4 In addition, to maintain the provisions of this license relating to
M.I.T. Case 6394 "Methods And Apparatus For Detecting And Imaging Particles
Using Large Format Solid State Imaging Techniques," LICENSEE shall adhere to the
following milestone:

                  LICENSEE shall make NET SALES relating to M.I.T. Case 6394
                  according to the following schedule:

                  1997                                        ********
                  1998                                        ********
                  1999 and each year thereafter               ********

         3.5 LICENSEE's failure to perform in accordance with Article 3.4 above
shall be grounds for M.I.T. upon written notice to terminate all the provisions
of this Agreement relating to M.I.T. Case 6394 "Methods And Apparatus For
Detecting And Imaging Particles Using Large Format Solid State Imaging
Techniques."

         3.6 In addition, to maintain the provisions of this license relating to
M.I.T. Case 5722L "Genosensors For DNA Decoding," LICENSEE shall adhere to the
following milestone:

                  LICENSEE shall make NET SALES relating to M.I.T. Case 5722L
                  according to the following schedule:

                  1998                                        ********
                  1999                                        ********
                  2000 and each year thereafter               ********


                                       8
<PAGE>   10

                                            CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION. ASTERISKS
                                            DENOTE SUCH OMISSIONS.

         3.7 LICENSEE's failure to perform in accordance with Article 3.6 above
shall be grounds for M.I.T. upon written notice to terminate all the provisions
of this Agreement that relate to M.I.T. Case 5722L "Genosensors For DNA
Decoding."

         3.8 In addition, in order to maintain exclusive rights to the PATENT
RIGHTS relating to M.I.T. Case 6394 "Methods And Apparatus For Detecting And
Imaging Particles Using Large Format Solid State Imaging Techniques," LICENSEE
shall adhere to the following milestones:

                  a.       LICENSEE shall develop a working model on or before
                           January 1, 1996 and permit an in-plant inspection by
                           M.I.T. on or before January 1, 1996, and thereafter
                           permit in-plant inspections by M.I.T. at regular
                           intervals with at least twelve (12) months between
                           each such inspection.

                  b.       LICENSEE shall make NET SALES relating to M.I.T. Case
                           6394 according to the following schedule:

                           1997                                        ********
                           1998                                        ********
                           1999 and each year thereafter               ********

         3.9 LICENSEE's failure to perform in accordance with Article 3.8 above
shall be grounds for M.I.T. upon written notice to terminate the exclusive
provisions of this Agreement relating to M.I.T. Case 6394 "Methods And Apparatus
For Detecting And Imaging Particles Using Large Format Solid State Imaging
Techniques" and to convert the license granted to M.I.T. Case 6394 by this
Agreement to nonexclusive.

         3:10 In addition, in order to maintain exclusive rights to the PATENT
RIGHTS relating to M.I.T. Case 5722L, LICENSEE shall adhere to the following
milestones:


                                       9
<PAGE>   11

                                            CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION. ASTERISKS
                                            DENOTE SUCH OMISSIONS.


                  a.       LICENSEE shall raise One Million Five Hundred
                           Thousand Dollars ($1,500,000) in equity financing by
                           December 31, 1995. Said financing to be used to
                           commercialize M.I.T. Case 5722L.

                  b.       LICENSEE shall make NET SALES relating to M.I.T. Case
                           5722L according to the following schedule:

                           1998                                        ********
                           1999                                        ********
                           2000 and each year thereafter               ********

         3.11 LICENSEE's failure to perform in accordance with Article 3.10
above shall be grounds for M.I.T. upon written notice to terminate the exclusive
provisions of this Agreement that relate to M.I.T. Case 5722L "Genosensors For
DNA Decoding" and to convert the license granted to M.I.T. Case 5722L by this
Agreement to nonexclusive.

                                  4. ROYALTIES

         4.1 For the rights, privileges and license granted hereunder, LICENSEE
shall pay royalties to M.I.T. in the manner hereinafter provided to the end of
the term of the PATENT RIGHTS or if earlier until this Agreement shall be
terminated:

                  a.       Shares of common stock of LICENSEE due upon the
                           closing of the first round of equity investment in
                           LICENSEE for Ten Percent (10%) of the total
                           outstanding common and preferred shares of LICENSEE
                           at the completion of said first round of equity
                           investment, which first round of equity investment is
                           no less than One Million Dollars ($1,000,000). Said
                           shares of Common Stock shall be transferred to M.I.T.
                           at no charge. M.I.T. agrees to make to the LICENSEE
                           customary representations required of investors in
                           the first round of equity financing of LICENSEE.
                           Thereafter, no additional shares shall be due to
                           M.I.T., provided that in subsequent rounds of
                           financing, M.I.T. shall have the right to invest in
                           that number of additional shares of common or
                           preferred stock of the


                                       10
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                                            CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION. ASTERISKS
                                            DENOTE SUCH OMISSIONS.


                           LICENSEE as are issued by the LICENSEE in any
                           subsequent financing in an amount equal to the
                           percentage of the outstanding Common Stock owned by
                           M.I.T. immediately prior to such financing provided
                           that for purposes of determining such percentage, any
                           shares of convertible preferred stock shall be
                           included on an as converted basis provided, however,
                           in any event, M.I.T.'s right of participation shall
                           not apply to any issuance of shares of capital stock
                           or grant of an option or other right to purchase
                           shares of capital stock to employees, directors,
                           officers, advisors or consultants of or to LICENSEE
                           or in connection with license, joint venture,
                           corporate partnering or research and development
                           agreement or equipment or lease financing
                           arrangements. M.I.T.'s right of purchase shall be at
                           the same price payable by other investors in such
                           financing. LICENSEE shall provide M.I.T. written
                           notice of such a financing and the purchase terms and
                           M.I.T. shall have ten (10) days to elect by written
                           notice to the LICENSEE, to participate in such
                           financing. M.I.T. shall be required in the event of
                           its participation to make customary investment
                           representations in connection with such purchase,
                           including meeting any accreditation or suitability
                           standards imposed by federal or state securities law.
                           The right of purchase set forth herein shall no apply
                           to any securities offered in a public offering and
                           shall terminate upon the consummation of an initial
                           public offering of the LICENSEE registered under the
                           Securities Act of 1933.

                  b.       Running Royalties in an amount equal to ************
                           NET SALES of the LICENSED PRODUCTS and LICENSED
                           PROCESSES sold by the LICENSEE during the period of
                           this Agreement.

                  c.       ************* of any licensee fee received by
                           LICENSEE from a non-affiliated sublicensee during the
                           period of this Agreement, which said connection with
                           sublicense.

                  d.       ************ of any running and/or minimum royalty
                           received by LICENSEE from a non-affiliated
                           sublicensee during the period of this Agreement. In
                           the case of running royalties received said amount
                           shall in no event be less than ********* or more than
                           *********** of the NET SALES of the LICENSED PRODUCTS
                           and LICENSED PROCESSES sold by said non-affiliated
                           sublicensee.

         4.2 All payments due hereunder shall be paid in full, without deduction
of taxes or other fees which may be imposed by any government and which shall be
paid by LICENSEE.


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                                            CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION. ASTERISKS
                                            DENOTE SUCH OMISSIONS.


         4.3 No multiple royalties shall be payable because any LICENSED
PRODUCT, its manufacture, use, lease, sale or import are or shall be covered by
more than one PATENT RIGHTS patent application and/or PATENT RIGHTS patent
licensed under this Agreement.

         4.4 If LICENSEE pays royalties to a third party for patents necessary
to the manufacture, use or sale of a LICENSED PRODUCT or LICENSED PROCESS, then
LICENSEE may credit *************** of the third party royalties paid against
the royalties otherwise due to M.I.T. for the LICENSED PRODUCT or LICENSED
PROCESS under Article 4.1 b. above; provided, however, that the royalties paid
to M.I.T. for that LICENSED PRODUCT or LICENSED PROCESS shall not be less than
fifty percent (50%) of those otherwise due under Article 4.1 above.

         4.5 Royalty payments shall be paid in United States dollars in
Cambridge, Massachusetts, or at such other place as M.I.T. may reasonably
designate consistent with the laws and regulations controlling in any foreign
country. If any currency conversion shall be required in connection with the
payment of royalties hereunder, such conversion shall be made by using the
exchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last business
day of the calendar semiannual reporting period to which such royalty payments
relate.

                             5. REPORTS AND RECORDS

         5.1 LICENSEE shall keep full, true and accurate books of account
containing all particulars that may be necessary for the purpose of showing the
amounts payable to M.I.T. hereunder. Said books of account shall be kept at
LICENSEE's principal place of business or the principal place of business of the
appropriate division of LICENSEE to which this


                                       12
<PAGE>   14


Agreement relates. Said books and the supporting data shall be open at all
reasonable times and upon reasonable notice for three (3) years following the
end of the calendar year to which they pertain, to the inspection of M.I.T. or
by an independent auditor selected by M.I.T. who is acceptable to LICENSEE
(which acceptance shall not be unreasonably withheld) for the purpose of
verifying LICENSEE's royalty statement or compliance in other respects with this
Agreement. Should such inspection lead to the discovery of a greater than ten
percent (10%) discrepancy in reporting to M.I.T.'s detriment, LICENSEE agrees to
pay the full cost of such inspection. M.I.T. shall not inspect such books more
than once in any twelve (12) month period and any inspection following
termination of this Agreement shall be conducted within twelve (12) months of
the effective date of such termination.

         5.2 Before the first commercial sale by LICENSEE or any sublicensee of
a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall submit the reports due
under Article 3.2(a) on January 1 of each year. After the first commercial sale
of a LICENSED PRODUCT or LICENSED PROCESS, LICENSEE, within sixty (60) days
after June 30 and December 31, of each year, shall deliver to M.I.T. true and
accurate reports, giving such particulars of the business conducted by LICENSEE
and its sublicensees during the preceding six-month period under this Agreement
as shall be pertinent to a royalty accounting hereunder. These shall include at
least the following:

                  a.       number of LICENSED PRODUCTS manufactured and sold by
                           LICENSEE and all sublicensees;

                  b.       total billings for LICENSED PRODUCTS sold by LICENSEE
                           and all sublicensees;

                  c.       accounting for all LICENSED PROCESSES used or sold by
                           LICENSEE and all sublicensees;

                  d.       deductions applicable as provided in Article 1.5;


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<PAGE>   15



                  e.       royalties due on additional payments from
                           sublicensees under Article 4.1(c) and 4.1(d);

                  f.       total royalties due; and

                  g.       names and addresses of all sublicensees of LICENSEE.


         5.3 With each such report submitted, LICENSEE shall pay to M.I.T. the
royalties due and payable under this Agreement, if no royalties shall be due,
LICENSEE shall so report.

         5.4 On or before the ninetieth (90th) day following the close of
LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with LICENSEE's certified
financial statements for the preceding fiscal year including, at a minimum, a
Balance Sheet and an Operating Statement.

         5.5 The royalty payments set forth in this Agreement and amounts due
under Article 6 shall, if overdue, bear interest until payment at a per annum
rate two percent (2%) above the prime rate in effect at the Chase Manhattan Bank
(N.A.) on the due date or the highest rate allowed by law, whichever is less on
the due date. The payment of such interest shall not foreclose M.I.T. from
exercising any other rights it may have as a consequence of the lateness of any
payment.

                             6. PATENT PROSECUTION

         6.1 M.I.T. shall apply for, seek prompt issuance of, and maintain
during the term of this Agreement the PATENT RIGHTS in the United States and in
the foreign countries listed in Appendix B hereto. Appendix B may be amended by
verbal agreement of both parties, such agreement to be confirmed in writing
within ten (10) days. The prosecution, filing and maintenance of all PATENT
RIGHTS patents and applications shall be the primary responsibility of M.I.T.;
provided, however, LICENSEE shall have reasonable opportunities to


                                       14
<PAGE>   16


advise M.I.T. and shall cooperate with M.I.T. in such prosecution, filing and
maintenance. M.I.T. shall promptly provide LICENSEE with (i) a copy of all
applications filed with the various patent offices (together with a translation
thereof if available or if requested by LICENSEE); (ii) a copy of each
communication from a patent office relating to each such application (together
with a translation thereof if available or if requested by LICENSEE); and, (iii)
a copy of each response to the patent office communication relating to each such
application (together with a translation thereof if available or if requested by
LICENSEE). At LICENSEE's request, LICENSEE shall have the right to file,
prosecute and maintain the patent applications for M.I.T. Case No. Case 6394L
"Methods And Apparatus For Detecting And Imaging Particles" in M.I.T.'s name in
such foreign jurisdictions other than those listed on Appendix B as it may deem
appropriate, at LICENSEE's own cost and expense. M.I.T. shall cooperate with
LICENSEE in any such filing, prosecution and maintenance.

         6.2 Payment of all fees and costs relating to the filing, normal
prosecution, and maintenance of the PATENT RIGHTS not required to be paid by
Beckman Instruments, Inc. shall be the responsibility of LICENSEE, whether such
fees and costs were incurred before or after the date of this Agreement. Normal
prosecution shall not include appeals, interferences and oppositions unless
separately agreed to by LICENSEE in each instance before expense therefore is
incurred.

                                7. INFRINGEMENT

         7.1 Each party shall inform the other party promptly in writing of any
alleged infringement of the PATENT RIGHTS by a third party and of any available
evidence thereof.

         7.2 During the term of this Agreement, M.I.T., HARC, and BCM shall have
the right, but shall not be obligated, to prosecute at its own expense all
infringements of the PATENT


                                       15
<PAGE>   17


RIGHTS and, in furtherance of such right, LICENSEE hereby agrees that M.I.T.,
HARC, and BCM may include LICENSEE as a party plaintiff if required by law in
any such suit, without expense to LICENSEE. The total cost of any such
infringement action commenced or defended solely by M.I.T., HARC, and BCM shall
be borne by M.I.T., HARC, and BCM and M.I.T., HARC, and BCM shall keep any
recovery or damages for past infringement derived therefrom. M.I.T., HARC, and
BCM shall indemnify LICENSEE against any order for costs that may be made
against LICENSEE in such proceedings.

         7.3 If within six (6) months after having been notified of any alleged
infringement, M.I.T., HARC, and BCM shall have been unsuccessful in persuading
the alleged infringer to desist and shall not have brought and shall not be
diligently prosecuting an infringement action, or if M.I.T., HARC, and BCM shall
notify LICENSEE at any time prior thereto of its intention not to bring suit
against any alleged infringer in the TERRITORY for the FIELD OF USE, then, and
in those events only, LICENSEE shall have the right, but shall not be obligated,
to prosecute at its own expense any infringement of the PATENT RIGHTS in the
TERRITORY for the FIELD OF USE, and LICENSEE may, for such purposes, use the
name of M.I.T., HARC, and BCM as party plaintiff if required by law; provided,
however, that such right to bring such an infringement action shall remain in
effect only for so long as the license granted herein remains exclusive. No
settlement, consent judgment or other voluntary final disposition of the suit
may be entered into without the consent of M.I.T., HARC, and BCM, which consent
shall not unreasonably be withheld or delayed, but nothing herein shall require
LICENSEE to continue prosecuting any such suit beyond the time which LICENSEE
deems, in its sole judgment, desirable. LICENSEE shall indemnify M.I.T., HARC,
and BCM, as appropriate, against any order for costs that may be made against
M.I.T., HARC, and BCM in such proceedings.


                                       16
<PAGE>   18


         7.4 In the event that LICENSEE shall undertake the enforcement and/or
defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to fifty
percent (50%) of the payments otherwise thereafter due M.I.T. under Article 4
hereof and apply the same toward reimbursement of up to half of LICENSEE's
expenses, including reasonable attorneys' fees, in connection therewith. Any
recovery of damages by LICENSEE for each such suit shall be applied first in
satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to
such suit, and next toward reimbursement of M.I.T. for any payments under
Article 4 past due or withheld and applied pursuant to this Article 7. The
balance remaining from any such recovery shall be divided equally between
LICENSEE and M.I.T.

         7.5 In the event that a declaratory judgment action alleging invalidity
or noninfringement of any of the PATENT RIGHTS shall be brought against
LICENSEE, M.I.T., HARC, and BCM, respectively at its option, shall have the
right, within thirty (30) days after commencement of such action to intervene
and take over the sole defense of the action at its own expense.

         7.6 In any infringement suit as either party may institute to enforce
the PATENT RIGHTS pursuant to this Agreement, the other party hereto shall, at
the request and expense of the party initiating such suit, cooperate in all
respects and, to the extent possible, have its employees testify when requested
and make available relevant records, papers, information, samples, specimens,
and the like.

         7.7 LICENSEE, during the exclusive period of this Agreement, shall have
the sole right in accordance with the terms and conditions herein to sublicense
any alleged infringer in the TERRITORY for the FIELD OF USE for future use of
the PATENT RIGHTS.


                                       17
<PAGE>   19

                                            CONFIDENTIAL MATERIAL OMITTED AND
                                            FILED SEPARATELY WITH THE SECURITIES
                                            AND EXCHANGE COMMISSION. ASTERISKS
                                            DENOTE SUCH OMISSIONS.


                      8. PRODUCT LIABILITY AND WARRANTIES

         8.1 LICENSEE shall at all times during the term of this Agreement and
thereafter, indemnify, defend and hold M.I.T., HARC, and BCM, their trustees,
directors, officers, employees and affiliates, harmless against all claims,
proceedings, demands and liabilities of any kind whatsoever, including legal
expenses and reasonable attorneys' fees, arising out of the death of or injury
to any person or persons or out of any damage to property, resulting from the
production, manufacture, sale, use, lease, consumption or advertisement of the
LICENSED PRODUCT(s) and/or LICENSED PROCESS(es) by LICENSEE.

         8.2 Prior to the first use of a LICENSED PRODUCT and/or LICENSED
PROCESS for a commercial application involving human subjects LICENSEE shall
obtain and carry in full force and effect commercial, general liability
insurance which shall protect LICENSEE and M.I.T., HARC, and BCM with respect to
events covered by Article 8.1 above. Such insurance shall be written by a
reputable insurance company authorized to do business in the Commonwealth of
Massachusetts, shall list M.I.T., HARC, and BCM as additional named insured
thereunder, shall be endorsed to include product liability coverage and shall
require thirty (30) days written notice to be given to M.I.T., HARC, and BCM
prior to any cancellation or material change thereof. The limits of such
insurance shall not be less than ****************** per occurrence with an
aggregate of ****************** for personal injury or death, and
**************** per occurrence with an aggregate of *************** for
property damage. LICENSEE shall provide M.I.T., HARC, and BCM with Certificates
of Insurance evidencing the same.


                                       18
<PAGE>   20



         8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, M.I.T.,
HARC, AND BCM, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES
MAKE NO REPRESENTATIONS AND EXTENDED NO WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING,
AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING
IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN
BY M.I.T., HARC, AND BCM THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED
HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT
SHALL M.I.T., HARC, AND BCM, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND
AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF
WHETHER M.I.T., HARC, OR BCM SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW,
OR IN FACT SHALL KNOW OF THE POSSIBILITY.

         8.4 M.I.T. warrants and represents that it is the exclusive owner of
the entire right, title in and to the inventions included in the PATENT RIGHTS
or that it has acquired the right to grant licenses to the patent applications
and patents included in the PATENT RIGHTS of the scope herein granted.


                                       19
<PAGE>   21


                               9. EXPORT CONTROLS

         It is understood that M.I.T. is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended and the Export Administration Act of 1979), and that its
obligations hereunder are contingent on compliance with applicable United States
export laws and regulations. The transfer of certain technical data and
commodities may require a license from the cognizant agency of the United States
Government and/or written assurances by LICENSEE that LICENSEE shall not export
data or commodities to certain foreign countries without prior approval of such
agency. M.I.T. neither represents that a license shall not be required nor that,
if required, it shall be issued.

                              10. NON-USE OF NAMES

         Except as otherwise required by law LICENSEE shall not use the names or
trademarks of the Massachusetts Institute of Technology, Lincoln Laboratory,
HARC or BCM, nor any adaptation thereof, nor the names of any of their
employees, in any advertising, promotional or sales literature without prior
written consent obtained from M.I.T., or said employee, in each case, except
that (a) LICENSEE may state that it is licensed by M.I.T. under one or more of
the patents and/or applications comprising the PATENT RIGHTS and (b) LICENSEE
may use the name of any employee of M.I.T., Lincoln Laboratory, HARC or BCM who
is a consultant to and/or member of an advisory board of LICENSEE, with the
permission of such consultant or advisory board member, and making clear their
affiliation with LICENSEE.



                                       20
<PAGE>   22


                                 11. ASSIGNMENT

         This Agreement is not assignable and any attempt to do so shall be
void, except that any LICENSEE may assign this Agreement to any person, firm or
corporation succeeding to that portion of its business to which this Agreement
pertains as a result of sale, merger, consolidation, reorganization or otherwise
provided such person, firm or corporation shall, without delay, accept in
writing the provisions of this Agreement and agree to become in all respects
bound thereby in the place and stead of the assigning party and provided further
that LICENSEE may assign this Agreement to (or grant an exclusive license to)
any special purpose entity, partnership or joint venture in which LICENSEE has
an interest or the rights to acquire developed technology.

                             12. DISPUTE RESOLUTION

         12.1 Except for the right of either party to apply to a court of
competent jurisdiction for a temporary restraining order, a preliminary
injunction, or other equitable relief to preserve the status quo or prevent
irreparable harm, any and all claims, disputes or controversies arising under,
out of, or in connection with the Agreement, including any dispute relating to
patent validity or infringement, which the parties shall be unable to resolve
within sixty (60) days shall be mediated in good faith. The party raising such
dispute shall promptly advise the other party of such claim, dispute or
controversy in a writing which describes in reasonable detail the nature of such
dispute. If the parties are unable to resolve such dispute within such sixty
(60) day period, either party may demand mediation by written notice to the
other party. By not later than ten (10) business days after the recipient has
received such demand for mediation, each party shall have selected for itself a
representative who shall have the authority to bind such party, and


                                       21
<PAGE>   23


shall additionally have advised the other party in writing of the name and title
of such representative. By not later than twenty (20) business days after the
date of such demand for mediation, the party against whom the dispute shall be
raised shall select a mediation firm in the Boston area which is acceptable to
the other party (which acceptance shall not be unreasonably withheld) and such
representatives shall schedule a date with such firm for a mediation hearing.
Within thirty (30) days after the selection of the mediation firm, the parties
shall enter into good faith mediation and shall share the costs equally. If the
representatives of the parties have not been able to resolve the dispute within
fifteen (15) business days after such mediation hearing, the parties shall have
the right to pursue any other remedies legally available to resolve such dispute
in either the Courts of the Commonwealth of Massachusetts or in the United
States District Court for the District of Massachusetts, to whose jurisdiction
for such purposes M.I.T. and LICENSEE each hereby irrevocably consents and
submits.

         12.2 Notwithstanding the foregoing, nothing in this Article shall be
construed to waive any rights or timely performance of any obligations existing
under this Agreement.

                                13. TERMINATION

         13.1 If LICENSEE shall cease to carry on its business with respect to
the rights granted in this Agreement, this Agreement shall terminate upon notice
by M.I.T.

         13.2 Should LICENSEE fail to make any payment whatsoever due and
payable to M.I.T. or HARC hereunder, M.I.T. shall have the right to terminate
this Agreement effective on thirty (30) days notice, unless LICENSEE shall make
all such payments to M.I.T. within said thirty (30) day period; provided,
however, that if LICENSEE in good faith shall dispute all or any part of such
payment and shall invoke the provisions of Article 12 hereof, M.I.T. shall have
no right to terminate this Agreement until M.I.T. shall have a favorable result
from any such


                                       22
<PAGE>   24


mediation and LICENSEE shall thereafter continue to refuse to make any such
payment. Upon the expiration of the thirty (30) day period, if LICENSEE shall
not have made all such payments to M.I.T., the rights, privileges and license
granted hereunder shall automatically terminate.

         13.3 Upon any material breach or default of this Agreement by LICENSEE
(excluding Articles 3), other than those occurrences set out in Articles 13.1
and 13.2 hereinabove, which shall always take precedence in that order over any
material breach or default referred to in this Article 13.3, M.I.T. shall have
the right to terminate this Agreement and the rights, privileges and license
granted hereunder effective on ninety (90) days' notice to LICENSEE. Upon any
material breach or default of Article 3, M.I.T. shall have the right to
terminate LICENSEE's rights as provided in Article 3. Such termination shall
become automatically effective unless LICENSEE shall have cured or have begun
substantial efforts toward curing any such breach or default prior to the
expiration of the ninety (90) day period. If, prior to the expiration of the
ninety (90) day notice from M.I.T. of intent to terminate LICENSEE has begun
substantial efforts toward curing such breach or default and has documented such
efforts in writing to M.I.T., LICENSEE shall have an additional ninety (90) days
to complete the cure. If the breach or default is not cured within a total of
one hundred eighty (180) days from the original notice of intent to terminate,
this Agreement shall then terminate.

         13.4 LICENSEE shall have the right to terminate this Agreement at any
time on three (3) months' notice to M.I.T., and upon payment of all amounts due
M.I.T. through the effective date of the termination.

         13.5 Upon termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination; and Articles 1, 8, 9, 10, 13.5,
13.6, and 16 shall survive any such termination.


                                       23
<PAGE>   25


         LICENSEE and any sublicensee thereof may, however, after the effective
date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED
PRODUCTS in the process of manufacture at the time of such termination and sell
the same, provided that LICENSEE shall make the payments to M.I.T. as required
by Article 4 of this Agreement and shall submit the reports required by Article
5 hereof.

         13.6 No sublicense agreement which may have been entered into by
LICENSEE hereunder prior to any surrender or termination of this Agreement or of
any of the licenses herein granted under the provisions of this Article 13 shall
be affected by any surrender or termination of the licenses herein granted
except that M.I.T. shall be substituted for LICENSEE in all of such sublicense
agreements and LICENSEE shall be discharged of all obligations accrued or to
accrue thereafter under all such sublicense agreements and under this Agreement
with respect to such sublicense agreements.

                                14. IMPROVEMENTS

         Ownership of all other Intellectual Property (including patents,
copyrights, mask works, tangible research property, improvements, and
trademarks) will be as follows:

         a.       Ownership of Intellectual Property developed in the course of
                  or pursuant to a M.I.T. sponsored research or other agreement
                  will be determined according to the terms of such agreement.

         b.       Ownership of Intellectual Property created by a person
                  providing services to M.I.T. in the course of such services as
                  a "work-for-hire" by operation of the copyright law, or
                  created pursuant to a written agreement with M.I.T. providing
                  for transfer of copyright or ownership to M.I.T., will vest
                  with M.I.T.

         c.       Ownership of Intellectual Property developed by faculty,
                  students, staff and others participating in M.I.T. will vest
                  with M.I.T.

         d.       Ownership of Intellectual Property made by or on behalf of
                  LICENSEE and not covered under subparagraphs 14(a), 14(b), or
                  14(c) will vest with LICENSEE.


                                       24
<PAGE>   26


                 15. PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

         Any payment, notice or other communication pursuant to this Agreement
shall be sufficiently made or given if sent to such party by certified first
class mail, postage prepaid, or nationally recognized air carrier service,
addressed to it at its address below or as it shall designate by written notice
given to the other party:

         All such payments, notices or communications shall be deemed given on
the date of actual receipt or, if earlier, five (5) business days after sending
in accordance with this Article 15. All notices hereunder shall be in writing.

                  In the case of M.I.T.:

                  Director
                  Technology Licensing Office
                  Massachusetts Institute of Technology
                  77 Massachusetts Avenue, Room E32-300
                  Cambridge, Massachusetts 02139

                  In the case of LICENSEE:

                  President
                  GENOMETRIX, INCORPORATED
                  c/o Houston Advanced Research Center
                  4800 Research Forest Drive
                  The Woodlands, TX 77381


                          16. MISCELLANEOUS PROVISIONS

         16.1 This Agreement shall be construed, governed, interpreted and
applied in accordance with the laws of the Commonwealth of Massachusetts,
U.S.A., except that questions affecting the construction and effect of any
patent shall be determined by the law of the country in which the patent was
granted.


                                       25
<PAGE>   27


         16.2 The parties hereto acknowledge that this Agreement sets forth the
entire Agreement and understanding of the parties hereto as to the subject
matter hereof, and shall not be subject to any change or modification except by
the execution of a written instrument subscribed to by the parties hereto.

         16.3 The provisions of this Agreement are severable, and in the event
that any provisions of this Agreement shall be determined to be invalid or
unenforceable under any controlling body of the law, such invalidity or
unenforceability shall not in any way affect the validity or enforceability of
the remaining provisions hereof.

         16.4 LICENSEE agrees to mark the LICENSED PRODUCTS sold in the United
States with all applicable United States patent numbers to the extent reasonably
practical. All LICENSED PRODUCTS shipped to or sold in other countries shall be
marked in such a manner as to conform with the patent laws and practice of the
country of manufacture or sale.

         16.5 The failure of either party to assert a right hereunder or to
insist upon compliance with any term or condition of this Agreement shall not
constitute a waiver of that right or excuse a similar subsequent failure to
perform any such term or condition by the other party.

         16.6 The headings and captions of the various Articles of this
Agreement are for the convenience of reference only and shall in no way modify
or affect the meaning or construction of any of the terms or provisions hereof.


                                       26
<PAGE>   28


         IN WITNESS WHEREOF, the parties have duly executed this Agreement the
day and year set forth below.


MASSACHUSETTS INSTITUTE OF                  GENOMETRIX, INCORPORATED
TECHNOLOGY

By: /s/ John T. Preston                     By: /s/ Mitchell D. Eggers
   ------------------------------------        ---------------------------------
Name:  John T. Preston                      Name:  Mitchell D. Eggers
Title: Director of Technology Transfer      Title: Chief Executive Officer
Date:  6/22/94                              Date:  6/20/94


                                       27
<PAGE>   29



                                   APPENDIX A
UNITED STATES PATENT RIGHTS

M.I.T. Case No. Case 5722L
"Genosensors For DNA Decoding"
By Barry Burke, Chang-Lee Chen, Mitchell Eggers, Daniel Ehrlich, Michael Hogan,
Mark Hollis, Bernard Kosicki, Richard Matthews, Ralph Murphy, and Dennis Rathman

that includes patent applications:

USSN 07/794,036
"Method and Apparatus for Molecule Detection"
By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Kenneth Beanie, John
Shumaker, Mark Hollis
Filed November 19, 1991.

USSN 07/872,582
"Optical and Electrical Methods and Apparatus for Molecule Detection"
By Mark Hollis, Daniel Ehrlich, Allen Murphy, Bernard Kosicki, Dennis Rathman,
Chang-Lee Chen, Richard Mathews, Barry Burke, Mitchell Eggers, Michael Hogan,
Rajender Varma
Filed April 23, 1992.

M.I.T. Case No. Case 6394L
"Methods And Apparatus For Detecting And Imaging Particles Using Large Format
Solid State Imaging Techniques"
By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Mark Hollis, Bernard Kosicki,
and Robert Reich

that includes patent application

USSN 08/201,651
"Methods and Apparatus for Detecting and Imaging Particles"
By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Mark Horns, Bernard Kosicki,
and Robert Reich and Barry Burke
Filed February 25, 1994


                                       28
<PAGE>   30



                                   APPENDIX B

1. Foreign patent applications and patents within the PATENT RIGHTS as of
Effective Date:

         For
         M.I.T. Case No. Case 5722L
         "Genosensors For DNA Decoding"
         By Barry Burke, Clang-Lee Chen, Mitchell Eggers, Daniel Ehrlich,
         Michael Hogan, Mark Hollis, Bernard Kosicki, Richard Mathews, Ralph
         Murphy, and Dennis Rathman

         that includes patent applications:

         USSN 07/794,036
         "Method and Apparatus for Molecule Detection"
         By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Kenneth Beattie,
         John Shumaker, Mark Hollis
         Filed November 19, 1991

         in Japan, Israel, Mexico, and Europe (Austria, Belgium, Denmark,
         France, France, Germany, Greece, Ireland, Italy, Luxembourg, Monaco,
         Netherlands, Portugal, Spain, Sweden, Switzerland, United Kingdom).

         USSN 07/872,582
         PCT/US93/03829
         "Optical and Electrical Methods and Apparatus for Molecule Detection"
         By Mark Hollis, Daniel Ehrlich, Allen Murphy, Bernard Kosicki, Dennis
         Rathman, Chang-Lee Chen, Richard Mathews, Barry Burke, Mitchell Eggers,
         Michael Hogan, Rajender Varma
         Filed April 23, 1992.

         in Europe, Canada, and Japan

         M.I.T. Case No. Case 6394L
         "Methods And Apparatus For Detecting And Imaging Particles Using Large
         Format Solid State Imaging Techniques"
         By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Mark Hollis, Bernard
         Kosicki, and Robert Reich

         that includes patent application

         USSN 08/201,651
         "Methods and Apparatus for Detecting and Imaging Particles"
         By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Mark Hollis, Bernard
         Kosicki, and Robert Reich and Barry Burke


                                       29
<PAGE>   31



         Filed February 25, 1994

2.       Foreign countries in which PATENT RIGHTS shall be filed, prosecuted and
         maintained in accordance with Article 6:

         For
         M.I.T. Case No. Case 5722L
         "Genosensors For DNA Decoding"
         By Barry Burke, Chang-Lee Chen, Mitchell Eggers, Daniel Ehrlich,
         Michael Hogan, Mark Hollis, Bernard Kosicki, Richard Mathews, Ralph
         Murphy, and Dennis Rathman

         that includes patent applications:

         USSN 07/794,036
         "Method and Apparatus for Molecule Detection"
         By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Kenneth Beattie,
         John Shumaker, Mark Hollis
         Filed November 19, 1991.

         in Japan, Israel, Mexico, and Europe (Austria, Belgium, Denmark,
         France, France, Germany, Greece, Ireland, Italy, Luxembourg, Monaco,
         Netherlands, Portugal, Spain, Sweden, Switzerland, United Kingdom).

         USSN 07/872,582
         PCT/US93/03829
         "Optical and Electrical Methods and Apparatus for Molecule Detection"
         By Mark Hollis, Daniel Ehrlich, Allen Murphy, Bernard Kosicki, Dennis
         Rathman, Chang-Lee Chen, Richard Mathews, Barry Burke, Mitchell Eggers,
         Michael Hogan, Rajender Varma
         Filed April 23, 1992.


                                       30
<PAGE>   32


         in Europe, Canada, and Japan

         M.I.T. Case No. Case 6394L
         "Methods And Apparatus For Detecting And Imaging Particles Using Large
         Format Solid State Imaging Techniques"
         By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Mark Horns, Bernard
         Kosicki, and Robert Reich

         that includes patent application

         USSN 08/201,651
         "Methods and Apparatus for Detecting and Imaging Particles"
         By Mitchell Eggers, Daniel Ehrlich, Michael Hogan, Mark Hollis, Bernard
         Kosicki, and Robert Reich and Barry Burke
         Filed February 25, 1994


                                       31