<PAGE>

                                LICENSE AGREEMENT

    THIS AGREEMENT,  effective as of  September 1, 1994 (EFFECTIVE DATE) between
THE GENERAL HOSPITAL CORPORATION, a not-for-profit corporation doing business as
Massachusetts  General  Hospital,  having a place of business  at Fruit  Street,
Boston,  Massachusetts 02114 ("GENERAL") and Packard Instrument Company,  Inc. a
corporation having offices at 800 Research Parkway,  Meriden,  Connecticut 06450
("COMPANY").

                                   WITNESSETH

    WHEREAS,  under  research   programs  funded  by  the  GENERAL,  the GENERAL
through  research  conducted by Drs. James A. Burton and Bernard Hoop,  Jr., has
developed  an  invention  pertaining  to  A  Method  and  Apparatus  for  Ligand
Detection;

    WHEREAS, GENERAL has obtained  U.S. Patent  Number  4,626,513  covering said
invention and all Drs.  Burton's and Hoop's  rights,  title and interest in said
patent have been assigned to GENERAL;

    WHEREAS, GENERAL represents to the best of its knowledge and  belief that it
is the owner of all rights,  title and interest in said patent and has the right
and ability to grant the license hereinafter described;

    WHEREAS,  as a center for research and education, GENERAL is  interested  in
licensing  PATENT  RIGHTS and thus  benefiting  the  public  and the  GENERAL by
facilitating  the  dissemination  of the results of its  research in the form of
useful products,  but is without capacity to commercially develop,  manufacture,
and distribute any such product; and

    WHEREAS,  COMPANY  having such  capacity, desires  to  commercially develop,
manufacture, use and distribute such products throughout the world;

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

                                 1. DEFINITIONS

    1.1  The  term "ACCOUNTING PERIOD" shall  mean each six month period  ending
June 30 and December 31.

    1.2  The term  "AFFILIATE" shall  mean any corporation or other legal entity
other than COMPANY in whatever country organized, controlling,  controlled by or
under common control with COMPANY.  The term "control" means possession,  direct
or indirect,  of the powers to direct or cause the  direction of the  management
and policies of an entity,  whether through the ownership of voting  securities,
by contract or otherwise.

<PAGE>

    1.3  The term "LICENSE FIELD" shall mean  research and clinical diagnostics,
but shall not include  diagnostic  methods for the  detection of  substances  in
living  patients  wherein the PRODUCT is used in an enclosed  system which is in
direct contact with the patients.

    1.4  The term "FIRST  COMMERCIAL SALE" shall mean in each country  the first
sale of any PRODUCT by COMPANY,  its AFFILIATES or  SUBLICENSEES,  (a) following
approval,  when such approval is necessary,  of the marketing of such product by
the appropriate  governmental  agency for the country in which the sale is to be
made,  or (b) when such  government  approval is not required in a country,  the
first sale of such product in that country.

    1.5  The  term,  "SUBLICENSEE"  shall  mean any  non-AFFILIATE  third  party
licensed  by  COMPANY or by an  AFFILIATE  to make,  have made,  use or sell any
PRODUCT.

    1.6 The term "NET SALES  PRICE"  shall mean the GROSS SALES PRICE as defined
in (b) below, of any PRODUCT less, to the extent appropriately documented:

   (a) (i) credits and allowances for price  adjustment, rejection, or return of
           PRODUCTS previously sold;

      (ii) rebates and cash discounts to purchasers allowed and taken;

     (iii) amounts for transportation, insurance,  handling or  shipping charges
           to purchasers;

      (iv) taxes, duties and other governmental charges levied on or measured by
           the  sale of PRODUCTS,  whether absorbed by COMPANY  or  paid by  the
           purchaser  so  long  as  COMPANY'S price is reduced thereby,  but not
           franchise or income taxes of any kind whatsoever;

      (v) for any sale in which the  United  States  government  on the basis of
          its  royalty-free license pursuant to 35 USC Sec. 202(C) to any PATENT
          RIGHT (4) requires  that the GROSS SALES PRICE of any PRODUCT  subject
          to such PATENT RIGHT,  be reduced by the amount of  such royalty  owed
          GENERAL  pursuant to paragraph 3.1, the amount of such royalty.

    (b) For any bona fide sale to a bona fide  customer  by  COMPANY  or any  of
its AFFILIATES or SUBLICENSEES  ("SELLERS"), the  GROSS SALES PRICE shall be
[* * *].

    (c) If COMPANY or any of its AFFILIATES or  SUBLICENSEES sell any PRODUCT in
a bona fide sale as a component of a combination of active functional  elements,
the GROSS SALES PRICE of the PRODUCT  shall be  determined  by  multiplying  the
GROSS SALES PRICE of the  combination by [* * *].


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

                                       -2-
<PAGE>

[* * *] In the event that no separate sale of either such PRODUCT or active
elements of the  combination  is made during said ACCOUNTING PERIOD in said
country, the GROSS SALES PRICE of the PRODUCT shall be  determined  by
multiplying [***] such  costs  being  arrived at using  the standard
accounting procedures of COMPANY which will be in accord with generally
accepted accounting practices.

   (d) If a SELLER  commercially uses or  disposes of any  PRODUCT by itself (as
opposed to a use or  disposition  of the PRODUCT as a component of a combination
of active  functional  elements)  other  than in a bona fide sale to a bona fide
customer,  the GROSS SALES PRICE shall be the price which would be then  payable
in an arm's length transaction. If a SELLER commercially uses or disposes of any
PRODUCT as a component of a combination of active functional elements other than
in a bona fide  sale to a bona  fide  customer,  the  GROSS  SALES  PRICE of the
PRODUCT shall be determined in accordance with paragraph (c) above, using as the
GROSS SALES PRICE of the  combination  that price which would be then payable in
an arm's length transaction.

  (e) Transfer of a PRODUCT  within  COMPANY or between COMPANY and an AFFILIATE
for sale by the  transferee  shall not be considered a sale,  commercial  use or
disposition  for the purpose of the  foregoing  paragraphs;  in the case of such
transfer  the GROSS  SALES  PRICE  shall be based on sale of the  PRODUCT by the
transferee.

   1.7 The term "PATENT RIGHT" shall mean U.S. Patent  Number 4,626,513, awarded
to Drs. James A. Burton and Bernard Hoop, Jr.  entitled Method and Apparatus for
Ligand Detection, or the equivalent of such applications, including any reissue,
continuation, reexamination or extension thereof.

   1.8 The term "PRODUCT" shall mean any article, device, composition, method or
service,  the  manufacture,  use, or sale of which absent the  licenses  granted
herein, would infringe a VALID CLAIM of any PATENT RIGHT.

   1.9 The term "VALID  CLAIM" shall mean any claim of any PATENT RIGHT that has
not been (i) finally  rejected or (ii)  declared  invalid by a patent  office or
court of competent jurisdiction in any unappeased and unappealable decision.

   1.10 The term "RESELLING SUBLICENSEE" shall mean a non-AFFILIATE third  party
to whom COMPANY, an AFFILIATE or a MANUFACTURING  SUBLICENSEE sells  PRODUCT for
the purpose of reselling PRODUCT to END USERS.

   1.11 The term "MANUFACTURING SUBLICENSEE" shall mean a  SUBLICENSER  licensed
by COMPANY or its  SUBLICENSEE  solely  (except in the case  contemplated  under
paragraph  5.1(c) below) to make or have made any PRODUCT and to sell PRODUCT to
a RESELLING SUBLICENSEE.


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

                                       -3-
<PAGE>

   1.12 The term "MARKETING SUBLICENSEE"  shall mean a SUBLICENSEE, other than a
RESELLING  SUBLICENSEE,  licensed by COMPANY to make, have made, use or sell any
PRODUCT.

   1.13 The term "END USER" shall mean a person who uses a PRODUCT for a purpose
that would, absent the licenses granted hereunder, infringe a VALID CLAIM of any
PATENT RIGHT.

                                   2. LICENSE

   2.1 GENERAL hereby grants COMPANY, to the extent not prohibited by the United
States Government:

  (a) an exclusive, royalty-bearing license in the LICENSE FIELD under GENERAL's
rights in PATENT RIGHTS to make, have made, use and sell PRODUCTS;

  (b) to the extent an  exclusive  license  is not  available  to COMPANY in the
United States,  a  non-exclusive,  royalty-bearing  license in the LICENSE FIELD
under PATENT RIGHTS to make, have made, use and sell PRODUCTS;

  (c) the right to sublicense PATENT RIGHTS licensed to COMPANY,  provided that,
in the event the license  becomes  non-exclusive  by operation of paragraph 3.1,
COMPANY shall not have the right to sublicense said PATENT RIGHTS.

   All licenses  pursuant to  this  paragraph  2.1  are  subject to the  rights,
conditions and  limitations  imposed by U.S. law with respect to inventions made
in the performance of federally funded research.

   The  above  licenses to  sell  PRODUCTS  include  the right to grant  to  the
purchaser of products from COMPANY, its AFFILIATES,  and SUBLICENSERS the right
to use such  purchased  PRODUCTS in a method  coming  within the scope of PATENT
RIGHT.

   2.2  The granting  of any license hereunder  is subject to GENERAL's right to
 make and to use the subject  matter  described  and claimed in PATENT RIGHT for
research and clinical purposes but for no other purpose.

   2.3 GENERAL shall  have the  right to  license any PATENT RIGHT to  any other
party  for the purpose of manufacturing, using or selling of any PRODUCT outside
of the LICENSE FIELD.

   2.4 It is understood  that nothing herein shall be construed to grant COMPANY
a license  express  or  implied  under any  patent  owned  solely or jointly  by
General other than the PATENT RIGHTS expressly licensed hereunder.


                                      -4-
<PAGE>

                          3. DUE DILIGENCE OBLIGATIONS

   3.1 COMPANY shall itself,  or through its AFFILIATES or SUBLICENSEES, use its
best efforts to develop and make commercially  available PRODUCTS for commercial
sales and  distribution  in the United States  market on or before  December 31,
1994,  provided,  however,  that  GENERAL  shall not  unreasonably  withhold its
consent to any  revision in such time period  whenever  requested  in writing by
COMPANY and supported by evidence of technical  difficulties  or delays that the
parties  could  not have  reasonably  avoided.  Failure  to  achieve  the  above
objective  within the above stated time periods or within any extension  granted
by GENERAL  shall result in GENERAL  having the right to cancel upon thirty (30)
days notice any  exclusive  license  granted  hereunder or convert any exclusive
license to a non-exclusive license.

   3.2 At intervals no longer than every six (6) months, COMPANY shall report in
writing to GENERAL on progress made toward the foregoing objective.

                   4. FILING, PROSECUTION AND MAINTENANCE OF PATENT RIGHT

   4.1 GENERAL shall be  responsible for the maintenance of  the patent included
in PATENT RIGHTS.  COMPANY  shall  reimburse  GENERAL for all  reasonable  costs
("Costs")  incurred  by GENERAL for the  preparation,  filing,  prosecution  and
maintenance of all PATENT RIGHTS as follows:

  Subject to paragraph 4.2, for all Costs incurred by GENERAL from and after the
EFFECTIVE DATE,  COMPANY shall  reimburse  GENERAL upon receipt of invoices from
GENERAL,  provided  that,  if any  license  granted  pursuant to Section 2 shall
become  nonexclusive  and  GENERAL  shall  license  any PATENT  RIGHT to another
licensee,  costs shall thereafter be allocated by GENERAL among COMPANY and such
additional licensees on an equitable basis;

  4.2  With  respect  to any  PATENT  RIGHT,  each  document  or a draft thereof
pertaining to the  maintenance of such PATENT RIGHT,  and request for reissue or
reexamination  of the PATENT  RIGHT  shall be  provided  to COMPANY as  follows.
Documents  received from any patent office or counsels analysis thereof shall be
provided  promptly  after  receipt.  For a  document  to be filed in any  patent
office,  a draft of such document  shall be provided  sufficiently  prior to its
filing,  to allow for review and comment by the other  party.  If as a result of
the review of any such  document,  COMPANY shall elect not to pay or continue to
pay the Costs for such PATENT  RIGHT,  COMPANY  shall so notify  GENERAL  within
thirty  (30) days of  COMPANY's  receipt  of such  document  and  COMPANY  shall
thereafter be relieved of the obligation to pay any additional  Costs  regarding
such PATENT  RIGHT  incurred  after the receipt of such notice by GENERAL.  Such
patent  application  or  patent  shall  thereupon  cease  to be a  PATENT  RIGHT
hereunder  and GENERAL  shall be free to license  its rights to that  particular
patent application or patent to any other party on any terms.


                                      -5-
<PAGE>

                                  5. ROYALTIES

   5.1 Beginning with the FIRST COMMERCIAL  SALE in any country, on all sales of
PRODUCTS  anywhere  in the world by COMPANY,  its  AFFILIATES  or  SUBLICENSEES,
COMPANY shall pay GENERAL  royalties in accordance with the following  schedule,
such  undertaking  and  schedule  having  been  agreed  to for  the  purpose  of
reflecting and advancing the mutual convenience of the parties. For each PRODUCT
sold by COMPANY or its AFFILIATES and SUBLICENSEES;

  (a) So long as the PRODUCT, its manufacture, use or sale is covered by a VALID
CLAIM of any PATENT RIGHT licensed exclusively to COMPANY;

  (i) For sales to END USERS by  COMPANY,  its  AFFILIATES,  and  its  MARKETING
      SUBLICENSEES, [* * *] of NET SALES PRICE.

  (ii) For sales to RESELLING  SUBLICENSEES by COMPANY, its AFFILIATES and   its
       MANUFACTURING   SUBLICENSEES,  [* * *] of all revenues, including without
       limitations royalties, license  fees and milestone  payments, received by
       COMPANY,  its  AFFILIATES  and  MANUFACTURING  SUBLICENSEES   from   said
       RESELLING  SUBLICENSEES with respect to sale of PRODUCT by said RESELLING
       SUBLICENSEES.

   (b) Whenever the PRODUCT, its manufacture,  use or sale is covered by a VALID
CLAIM of any PATENT RIGHT licensed non-exclusively to COMPANY, the royalty rates
shall be [* * *]  those  specified  in 5.1 (a)  for each type of sale  specified
therein.

   (c)  In  the  event that  a  MANUFACTURING SUBLICENSEE is  also  a  RESELLING
SUBLICENSEE,  GENERAL  shall be due the same  royalties  hereunder as would have
been due had the  MANUFACTURING  SUBLICENSEE and RESELLING  SUBLICENSEE been two
non-affiliated  entities,  and  unless  otherwise  agreed  by the  parties  said
royalties  shall be  calculated on the basis of the price last paid by RESELLING
SUBLICENSEE to COMPANY in a good faith, arms length transaction.

   5.2 (a) In the event that more than one royalty rate under  paragraph  5.1 is
applicable to a PRODUCT, the highest of the applicable royalties shall apply.

   (b) Only one royalty under paragraph 5.1 shall  be due and payable to GENERAL
by COMPANY for any PRODUCT  regardless of  the number of PATENT RIGHTS  covering
such PRODUCT.

   5.3  If  any  license  granted  pursuant  to  Section  2  shall be  or become
non-exclusive,  for example,  because of any action by the U.S. government,  and
GENERAL  shall  license any PATENT RIGHT to another  licensee for the purpose of
making,  using or selling  PRODUCTS in the LICENSE FIELD and accept a royalty or
royalties  more  favorable to such  licensee  than herein  provided for COMPANY,
GENERAL  shall give written  notice  thereof to


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

                                      -6-
<PAGE>

COMPANY  and  as of the  EFFECTIVE  DATE  of  such  more  favorable  royalty  or
royalties, COMPANY's obligation hereunder to pay royalty or royalties to GENERAL
shall be revised to the more favorable rate.

   5.4  In addition  to the royalties  provided  for  above, COMPANY  shall  pay
GENERAL  [* * *] of any and all  non-royalty  income,  including
without  limitation  license  fees and  milestone  payments,  received  from its
AFFILIATES and MARKETING  SUBLICENSEES in consideration  for the sublicensing of
any right or license granted to COMPANY hereunder.

   5.5  In addition to the payments  provided  for  in  paragraphs 5.1  and 5.4,
COMPANY shall pay GENERAL [* * *].

   5.6  In the event that the royalty paid to GENERAL is a significant factor in
the return realized by COMPANY so as to diminish COMPANY's capability to respond
to competitive pressures in the market,  GENERAL agrees to consider a reasonable
reduction  in the royalty paid to GENERAL as to each such PRODUCT for the period
during which such market condition exists.  Factors  determining the size of the
reduction  will  include  profit  margin on PRODUCT and on  analogous  products,
prices of  competitive  products,  total prior sales by COMPANY,  and  COMPANY's
expenditures in PRODUCT development.

   5.7 The payments due under this Agreement shall, if overdue, bear
interest until payment at a per annum rate equal to [* * *] above the prime
rate in effect at the Bank of Boston on the due date, not to exceed the
maximum permitted by law. The payment of such interest shall not preclude
GENERAL from exercising any other rights it may have as a consequence of the
lateness of any payment.

                             6. REPORTS AND PAYMENTS

   6.1  COMPANY shall  keep,  and  shall  cause  each  of  its   AFFILIATES  and
SUBLICENSEES, if any, to keep full and accurate books of accounts containing all
particulars  that may be necessary for the purpose of calculating  all royalties
payable to GENERAL. Such books of account shall be kept at their principal place
of business and, with all necessary supporting data shall, during all reasonable
times for the three (3) years next  following  the end of the  calendar  year to
which each shall pertain be open for  inspection at reasonable  times by GENERAL
or its  designee  at  GENERAL's  expense for the  purpose of  verifying  royalty
statements or compliance with this Agreement.

   6.2  In each year the amount of royalty due shall be calculated  semiannually
as  of the end of each ACCOUNTING PERIOD and shall be paid  semiannually  within
the sixty (60) days next following such date, every such payment to be supported
by the  accounting  prescribed  in paragraph 6.3 and to be made in United States
currency.  Whenever conversion from any foreign currency shall be required, such
conversion  shall be at the rate of exchange  thereafter  published  in the Wall
Street  Journal  for the  business  day  closest  to the  end of the  applicable
ACCOUNTING PERIOD.


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

                                      -7-
<PAGE>

   6.3  With each semiannual payment, COMPANY  shall  deliver  to GENERAL a full
and accurate accounting to include at least the following information:

   (a) Quantity of each  PRODUCT sold or leased (by country) by COMPANY, and its
AFFILIATES or SUBLICENSEES;

   (b) Total billings for each PRODUCT (by country);

   (c)  Quantities  of  each PRODUCT  used  by  COMPANY and  its  AFFILIATES  or
SUBLICENSEES;

   (d)  Names and addresses at all SUBLICENSEES of COMPANY; and

   (e)  Total royalties payable to GENERAL.

                                 7. INFRINGEMENT

   7.1 GENERAL  will  protect its PATENT RIGHTS from infringement and  prosecute
infringers when, in its sole judgement, such action may be reasonably necessary,
proper and justified.

  7.2 If COMPANY shall have supplied GENERAL with written evidence demonstrating
to GENERAL's  reasonable  satisfaction  prima facie infringement of a claim of a
PATENT RIGHT by a third  party,  COMPANY may by notice  request  GENERAL to take
steps to protect the PATENT RIGHT. GENERAL shall notify COMPANY within three (3)
months of the receipt of such notice  whether  GENERAL  intends to prosecute the
alleged  infringement.  If  GENERAL  notifies  COMPANY  that  it  intends  to so
prosecute,  GENERAL shall,  within three (three) months of its notice to COMPANY
either (i) cause  infringement  to terminate or (ii) initiate legal  proceedings
against the infringer.  In the event GENERAL  notifies COMPANY that GENERAL does
not intend to prosecute said  Infringement  COMPANY may, upon notice to GENERAL,
initiate  legal  proceedings  against the infringer at COMPANY's  expense and in
GENERAL's name if so required by law. No settlement,  consent  judgment or other
voluntary  final  disposition  of the suit which  invalidates  or restricts  the
claims of such PATENT RIGHTS may be entered into without the consent of GENERAL,
which  consent  shall not be  unreasonable  withheld.  COMPANY  shall  indemnify
GENERAL  against any order for payment that may be made against  GENERAL in such
proceedings.

  7.3 In the event one party  shall  initiate or carry on legal  proceedings  to
enforce any PATENT RIGHT  against any alleged  infringer,  the other party shall
fully cooperate with and supply all assistance reasonably requested by the party
initiating or carrying on such proceedings.  The party which institutes any suit
to protect or enforce a PATENT  RIGHT  shall have sole  control of that suit and
shall bear the reasonable expenses (excluding legal fees) incurred by said other
party in providing such assistance and  cooperation as is requested  pursuant to
this paragraph. The party initiating or carrying on such legal proceedings shall
keep the other party informed of the progress of such proceedings and said other
party shall be entitled to counsel in such  proceedings  but at its own expense.
Any award paid by third  parties as the result


                                      -8-
<PAGE>

of  such proceedings  (whether by way of settlement or otherwise) shall first be
applied to reimbursement of the unreimbursed legal fees and expenses incurred by
either  party and then the  remainder  shall be divided  between  the parties as
follows:

[* * *]

   7.4 For the  purpose of the  proceedings referred  to in this  Article 7, the
GENERAL and COMPANY  shall permit the use of their names and shall  execute such
documents  and  carry  out  such  other  acts  as may be  necessary.  The  party
initiating  or  carrying  on such legal  proceedings  shall keep the other party
informed  of the  progress  of such  proceedings  and said other  party shall be
entitled to counsel in such proceedings but at its own expense, said expenses to
be off-set against any damages received by the party bringing suit in accordance
with the foregoing paragraph 7.3.

                               8. INDEMNIFICATION

   8.1 (a) COMPANY shall  indemnify,  defend and hold  harmless  GENERAL and its
trustees,  officers,  medical and professional staff, employees,  and agents and
their respective successors, heirs and assigns (the "Indemnitees"),  against any
liability,  damage,  loss or expense (including  reasonable  attorney's fees and
expenses of litigation)  incurred by or imposed upon the  Indemnitees or any one
of them in  connection  with any claims,  suits,  actions,  demands or judgments
arising out of [* * *].

   (b)  Licensees'  indemnification under (a)  above  shall  not  apply  to  any
liability,   damage,  loss  or  expense  to  the  extent  that  it  is  directly
attributable  to [* * *].

  (c)  COMPANY  agrees,  at its own  expense  to  provide  attorneys  reasonably
acceptable to the GENERAL to defend against any actions brought or filed against
any party  indemnified  hereunder  with  respect  to [* * *].


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

                                      -9-
<PAGE>

  (d)  This paragraph  8.1  shall  survive  expiration  or  termination  of this
Agreement.

   8.2 (a) At such  time as any  product,  process  or  service  relating to,
or developed pursuant to, this Agreement is being commercially  distributed
or sold (other than for the purpose of obtaining regulatory  approvals) by
COMPANY or by a licensee,  affiliate or agent of COMPANY,  COMPANY shall, at
its sole cost and expense,  procure and  maintain  comprehensive  general
liability  insurance in amounts not less than  [* * *].  Such comprehensive
general liability  insurance shall provide [* * *]. If COMPANY elects to
self-insure all or part of the limits  described above  (including
deductibles or retentions  which are in excess  of  $250,000  annual
aggregate)  such  self-insurance  program  must be acceptable  to the
GENERAL  and the Risk  Management  Foundation.  The  minimum amounts of
insurance  coverage  required  under this  paragraph 8.2 shall not be
construed  to  create  a  limit  of  COMPANY's  liability  with  respect  to
its indemnification under paragraph 8.1 of this Agreement.

  (b) COMPANY shall provide GENERAL with written evidence of such insurance upon
request of GENERAL.  COMPANY shall provide  GENERAL with written notice at least
fifteen (15) days prior to the  cancellation,  non-renewal or material change in
such  insurance;  if COMPANY  does not obtain  replacement  insurance  providing
comparable  coverage  prior to the  expiration  of such fifteen (15) day period,
GENERAL shall have the right to terminate this Agreement effective at the end of
such fifteen (15) day period without notice or any additional waiting periods.

  (c) COMPANY  shall maintain such  comprehensive  general  liability  insurance
beyond the expiration or  termination  of this  Agreement  during (i) the period
that any product,  process,  or service,  relating to, or developed pursuant to,
this  Agreement is being  commercially  distributed  or sold (other than for the
purpose  of  obtaining  regulatory  approvals)  by  COMPANY  or  by a  licensee,
affiliate  or agent of COMPANY  and (ii) a  reasonable  period  after the period
referred to in (c) (i) above which in no event shall be less than  fifteen  (15)
years.

  (d)  This  paragraph  8.2  shall survive  expiration  or  termination  of this
Agreement.

  8.3 OTHER THAN WARRANTIES SET FORTH HEREIN, GENERAL MAKES NO WARRANTY, EXPRESS
OR  IMPLIED,   INCLUDING,   WITHOUT   LIMITATION,   ANY   IMPLIED   WARRANTY  OF
MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO ANY PATENT,  TRADEMARK,  SOFTWARE,  TRADE SECRET,  TANGIBLE  RESEARCH
PROPERTY,  INFORMATION  OR  DATA  LICENSED  OR  OTHERWISE  PROVIDED  TO  SPONSOR
HEREUNDER AND HEREBY DISCLAIMS THE SAME.


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

                                      -10-
<PAGE>

                                 9. TERMINATION

  9.1 Unless otherwise terminated as provided for in this Agreement, the license
to PATENT RIGHT granted hereunder will continue:

  (a) for one (1) year after the date COMPANY, its  AFFILIATES, or  SUBLICENSEES
shall  last  sell any  PRODUCT,  provided  such sale is not  prevented  by force
majeure, government regulation or intervention,  or institution of a law suit by
any third party, or

  (b) until the last to expire of any PATENT  RIGHT, the claims of which but for
this  Agreement  would  be  infringed  by the  manufacture,  use or  sale of any
PRODUCT, whichever shall first occur.

  9.2 If either  party  shall  fail to  faithfully perform  any of its  material
obligations under this Agreement except the due diligence  milestones  specified
in Section 3 herein,  the  nondefaulting  party may give  written  notice of the
default to the defaulting party.  Unless such default is corrected within thirty
(30) days after such notice,  the notifying  party may terminate  this Agreement
and the license  hereunder upon thirty (30) days prior written notice,  provided
that only one such thirty (30) day grace period shall be available in any twelve
(12)  month  period  with  respect  to a  default  of any  particular  provision
hereunder.  Thereafter  notice of default  of said  provision  shall  constitute
termination.

  9.3 In the event that any license  granted to COMPANY under this  Agreement is
terminated,  any sublicense  under such license  granted prior to termination of
said license shall remain in full force and effect, provided that:

  (a) the SUBLICENSEE is not then in breach of its sublicense agreement;

  (b) the  SUBLICENSEE  agrees to be bound to GENERAL as the licensor  under the
terms and conditions of this sublicense agreement, as modified by the provisions
of this paragraph 10.9;

  (c) the SUBLICENSEE, at GENERAL's written request, assumes in a signed writing
the same obligations to GENERAL as those assumed by COMPANY under Articles 8 and
10 hereof;

  (d) GENERAL  shall have the right to receive the  greater of (a) any  payments
payable  to COMPANY  under  such  sublicense  agreement  to the extent  they are
reasonably and equitably  attributable  to such  SUBLICENSEE's  right under such
sublicense to use and exploit  PATENT RIGHTS or (b) the lowest  royalty which is
within the  "Competitive"  range as hereinafter  defined,  at the time GENERAL's
license  to  COMPANY  is  terminated.  A  royalty  rate  shall  be  regarded  as
"Competitive"  if it is within the range of royalty  rates  that  GENERAL  would
charge in an arms length  transaction  with a licensee which was not and had not
been a sponsor of  research at  GENERAL,  taking  into  account the value of the
licensed technology at the time GENERAL's license to COMPANY is terminated;


                                      -11-
<PAGE>

   (e) the SUBLICENSEE agrees to be bound by the due  diligence  obligations  of
COMPANY  pursuant  to  paragraph  3.1 hereof  (whether  set by the parties or by
arbitration) in the field and territory of the sublicense;

  (f) GENERAL has the right to terminate such sublicense  upon fifteen (15) days
prior  written  notice  to  COMPANY  and such  SUBLICENSEE  in the  event of any
material breach of the obligation to make the payments  described in clause (iv)
of this  paragraph  9.3,  unless such breach is cured prior to the expiration of
such fifteen (15) day period, and shall further have the right to terminate such
sublicense  in the  event of  SUBLICENSEE's  failure  to meet its due  diligence
obligations pursuant to clause (v) hereof;

  (g) GENERAL shall not assume, and shall not be responsible to such SUBLICENSEE
for,  any  representations,   warranties  or  obligations  of  COMPANY  to  such
SUBLICENSEE,  other than to permit such  SUBLICENSEE  to exercise  any rights to
PATENT RIGHTS that are granted under such sublicense  agreement  consistent with
the terms of this AGREEMENT.

  9.4  Upon  termination of any  license  granted  hereunder COMPANY  shall  pay
GENERAL  all  royalties  due or  accrued  on (i) the sale of  PRODUCT  up to and
including the date of termination and (ii) for twelve (12) months  following the
date of termination,  the sale of PRODUCT  manufactured prior to the termination
date.

                                10. MISCELLANEOUS

  10.1 This Agreement constitutes the entire  understanding  between the parties
with respect to the subject matter hereof.

  10.2 In order to facilitate  implementation  of this  Agreement,  GENERAL  and
COMPANY are  designating  the following  individuals to act on their behalf with
respect to this Agreement for the matter indicated below:

   (a) with respect to all royalty  payments,  any correspondence  pertaining to
any PATENT  RIGHT, or any notice of the use of GENERAL's name, for GENERAL,  the
Director,  Office of Technology Affairs,  and for COMPANY, the Vice President of
Marketing/Business Development.

   (b) any  amendment  of or waiver under  this  Agreement, any  written  notice
including progress reports or other  communication  pertaining to the Agreement:
for GENERAL,  the Director,  Office of Technology Affairs,  and for COMPANY, the
Vice President of Marketing/Business Development.

  (c) the above designations  may be superseded from time to time by alternative
designations made by: for GENERAL,  the General Director,  and for COMPANY,  the
President.

  10.3 This  Agreement may be amended and any of its terms or conditions  may be
waived only by a written instrument executed by the parties or, in the case of a
waiver, by the


                                      -12-
<PAGE>

party waiving  compliance.  The failure  of either party at any time or times to
require performance of any provision hereof shall in no manner affect its rights
at a later time to enforce the same.  No waiver by either party of any condition
shall be deemed as a further or continuing  waiver of such  condition or term or
of any other condition or term.

  10.4 This Agreement  shall be binding  upon and inure to the benefit of and be
enforceable by the parties hereto and their respective  successors and permitted
assigns.

  10.5 Any  delays in or failures  of  performance  by either  party  under this
Agreement  shall  not be  considered  a breach of this  Agreement  if and to the
extent  caused  by  occurrences  beyond  the  reasonable  control  of the  party
affected,  including but not limited to: Acts of God; acts,  regulations or laws
of any  government;  strikes or their concerted acts of worker;  fires;  floods;
explosions;  riots;  wars;  rebellion;  and sabotage.  Any time for  performance
hereunder  shall  be  extended  by the  actual  time  of  delay  caused  by such
occurrence.

  10.6  Neither  party shall  use the name of the  other  party or of any  staff
member,  officer,  employee  or  student  of the other  party or any  adaptation
thereof in any advertising, promotional or sales literature, publicity or in any
document  employed  to obtain  funds or  financing  without  the  prior  written
approval of the party or individual whose name is to be used. For GENERAL,  such
approval shall be obtained from the Director of Public Affairs.

  10.7 This  Agreement shall be governed by and  construed  and  interpreted  in
accordance with the laws of the Commonwealth of Massachusetts.

  10.8 This  Agreement  shall not be assignable  by  GENERAL  without  COMPANY'S
written  consent  except  for the right to  receive  royalties  payable  herein.
COMPANY may at its own discretion and without  approval by GENERAL  transfer its
interest or any part thereof under this Agreement to a  wholly-owned  subsidiary
or any assignee or purchaser of the portion of its business  associated with the
manufacture  and  sale of  PRODUCT.  In the  event  of any  such  transfer,  the
transferee  shall  assume  and be bound  by the  provisions  of this  Agreement.
Otherwise this Agreement shall be assignable by COMPANY only with the consent in
writing of GENERAL.

  10.9 For any and all claims, disputes, or controversies arising under, out of,
or in connection  with this  Agreement,  except issues relating to the validity,
construction or effect of any PATENT RIGHT, which the parties shall be unable to
resolve  within sixty (60) days,  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.  By not later than
five (5) business  days after the recipient has received such notice of dispute,
each party shall have  selected for itself a  representative  who shall have the
authority to bind such party and shall additionally have advised the other party
in writing of the name and title of such  representative.  By not later than ten
(10)   business   days  after  the  date  of  such  notice  of   dispute,   such
representatives  shall  agree upon a third  party  which is in the  business  of
providing  Alternative  Dispute  Resolution  (ADR) services  (hereinafter,  "ADR
Provider")  and shall  schedule a date with such ADR  Provider to engage in ADR.
Thereafter,  the  representative of the parties shall engage in good faith in an
ADR process  under the  auspices of the  selected  ADR  Provider.  If within the
aforesaid  thirty (30) business days after the date of the notice of dispute the


                                      -13-
<PAGE>

representatives  of the parties have not been able to agree upon an ADR Provider
and  schedule a date to engage in ADR,  or if they have not been able to resolve
the dispute  within thirty (30) business days after the  termination of ADR, 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  GENERAL and COMPANY  hereby  irrevocably
consents and submits.  Notwithstanding the foregoing,  nothing in this Paragraph
10.19  shall be  construed  to waive any  rights or  timely  performance  of any
obligations existing under this Agreement.

10.10 If any  provision(s)  of this Agreement are or become  invalid,  are ruled
illegal by any court of competent jurisdiction or are deemed unenforceable under
then current  applicable law from time to time in effect during the term hereof,
it is the  intention of the parties that the remainder of this  agreement  shall
not be effected thereby. It is further the intention of the parties that in lieu
of each such  provision  which is invalid,  illegal or  unenforceable,  there be
substituted  or added as part of this  Agreement a  provision  which shall be as
similar as possible  in  economic  and  business  objectives  as intended by the
parties to such invalid,  illegal or enforceable provision,  but shall be valid,
legal and enforceable.

            THE PARTIES have duly executed  this  Agreement as of the date first
shown above written.

COMPANY                               THE GENERAL HOSPITAL CORPORATION

BY  /S/ RICHARD MCKERNAN              BY  /S/ MARVIN C. GUTHRIE, J.D.
    ------------------------------        --------------------------------
TITLE  PRESIDENT                      TITLE  V.P., Patents, Licensing and
       ---------------------------           Industry Sponsored Research
                                             -----------------------------

DATE  OCT. 4, 1994                    DATE  10/6/94
      --------------------------            ------------------------------


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