<PAGE>   1

                                             * TEST OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(B)(4),
                                                            200.83 AND 240.24B-2

                                  EXHIBIT 10.41





                                LICENSE AGREEMENT

                                     BETWEEN

                                XENOMETRIX, INC.

                                       AND

                                   CEREP S.A.









CEREP XENO Final License Agreement      1

<PAGE>   2

                                LICENSE AGREEMENT

This Agreement is made this 5th day of June 1998 (the "Effective Date"), by and
between Xenometrix, Inc. ("XENO"), a Delaware corporation with principal offices
at 2425 North 55th Street, Boulder, CO 80301-5700 and Cerep S.A. ("CEREP"), a
French corporation with principal offices at 260, Boulevard Saint Germain,
75007, Paris, France to license certain technology.

                                    RECITALS

WHEREAS, XENO is the owner or exclusive licensee of the XENO Patents relating to
certain assays, technology and intellectual property further described herein,
and desires to non-exclusively license the same to CEREP; and

WHEREAS, CEREP seeks to obtain certain non-exclusive license rights and
licensing rights under the XENO Patents, according to the terms contained herein
(the "Agreement");

Now, therefore, in consideration of the foregoing and the covenants and promises
contained herein the parties agree as follows:

1 DEFINITIONS

  1.1.    "Affiliate" means any corporation or other business entity controlled
          by, or in common control of an entity. Control, as used in the context
          of a business entity, means the ownership directly or indirectly of
          fifty percent (50%) of the voting securities of the person,
          corporation, or other entity or a fifty percent (50%) or greater
          interest in the income of such corporation or other entity or the
          ability otherwise of the entity to secure that the affairs of such
          person, corporation or other entity are managed in accordance with the
          such entity's wishes.

  1.2.    "Confidential Information" means all information, compounds, data, and
          Materials received by either party from the other party pursuant to
          this Agreement including, without limitation, technology of each
          party, subject to the exceptions set forth in Section 5.1.

  1.3.    "Control" or "Controlled" means, in the context of intellectual
          property, possession by a party of the ability to grant a license or
          sublicense in accordance with the terms of this Agreement, and without
          violating the terms of any agreement by such party with any Third
          Party.


CEREP XENO Final License Agreement      2

<PAGE>   3

     1.4. "Field" means [ * ].

     1.5. "Harvard License Agreement" means the license agreement between the
          President and Fellows of Harvard College and Venmark Ltd., now XENO,
          executed on January 17, 1992 attached hereto as Exhibit B.

     1.6. "Licensed Product(s)" means products or components thereof claimed in
          Xeno Patents or products or components thereof made in accordance with
          or by means of Licensed Processes.

     1.7. "Licensed Process(es)" means the processes claimed in Xeno Patents.

     1.8. "Materials" means any biological or chemical entity for screening or
          assays, including reagents, cells, promoters, enhancers, vectors,
          plasmids, proteins and fragments thereof, peptides, antigens,
          antibodies, antagonists, agonists, inhibitors, and chemicals.

     1.9. "Net Sales" means the amounts received for sales or use of Licensed
          Products or Licensed Processes less: customary trade, quantity or cash
          discounts actually allowed and taken; amounts repaid or credited by
          reason of rejection or return; and/or to the extent separately stated
          on purchase orders, invoices or other documents or sale, taxes levied
          on and/or other governmental charges made as to production, sale,
          transportation, delivery or use and paid by or on behalf of CEREP.

     1.10 "XENO  Patents" means the U.S. patents and patent applications listed
          on Exhibit A hereto, any patent applications filed prior or subsequent
          to the Effective Date that claim the benefit of an early filing date
          to any of the patent applications listed in Exhibit A, and any
          reissues, extensions, substitutions, confirmations, re-registrations,
          re-examinations, continuations, divisionals or continuations-in-part
          of the foregoing patents and patent applications, as well as all
          foreign counterparts or equivalents thereof.

     1.11 "Third Party" means any entity other than (i) CEREP and any of its
          Affiliates, and (ii) XENO and any of its Affiliates.

2. LICENSES

     2.1. Grant of Licenses Under the XENO Patents from XENO to CEREP.


* CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934, AS AMENDED.


CEREP XENO Final License Agreement      3
<PAGE>   4
     2.1.1.    Non-Exclusive License to XENO Patents. XENO hereby grants to
               CEREP and its Affiliates a non-exclusive, worldwide license in
               the Field under XENO's ownership interest in the XENO Patents to
               make, use, have made, sell, have sold, offer for sale, import,
               export or otherwise exploit any process, composition of matter or
               other invention claimed in the XENO Patents.
     
     2.1.2.    Non-Exclusive Sublicense to XENO Patents under the Harvard
               License Agreement. XENO hereby grants to CEREP and its Affiliates
               a non-exclusive, worldwide sublicense in the Field under XENO's
               right to sublicense the XENO Patents in the Harvard License
               Agreement to make, use, have made, sell, have sold, offer for
               sale, import, export or otherwise exploit any process,
               composition of matter or other invention claimed in the XENO
               Patents. CEREP acknowledges the Harvard License Agreement and
               XENO's and CEREP's duties and obligations thereunder.

2.1.3.   Right to Sublicense the XENO Patents.

         2.1.3.1.         XENO hereby grants CEREP the right to grant
                      non-exclusive, worldwide sublicenses in the Field to a
                      Third Party under XENO's ownership interest in the XENO
                      Patents to make, use, have made, sell, offer for sale,
                      import, export or otherwise exploit any process,
                      composition of matter or other invention claimed in the
                      XENO Patents.

         2.1.3.2.         XENO hereby grants CEREP the right to grant
                      non-exclusive, worldwide sublicenses in the Field to a
                      Third Party under XENO's right to sublicense the XENO
                      Patents in the Harvard License Agreement to make, use,
                      have made, sell, offer for sale, import, export or
                      otherwise exploit any process, composition of matter or
                      other invention claimed in the XENO Patents.

         2.1.3.3.         Sublicenses under Section 2.1.3 may be granted only to
                      customers of CEREP and [ * ] for use with CEREP
                      technology. The consideration for such sublicenses is set
                      forth in Section 3. The sublicense rights in this Section
                      2.1.3 do not include the right to sub-sublicense. For the
                      purpose of this provision, CEREP Technology shall mean all
                      services, know-how, proprietary technologies developed or
                      to be developed by CEREP or for CEREP in the Field.


* CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934, AS AMENDED.
COMPENSATION


CEREP XENO Final License Agreement      4
<PAGE>   5
3. COMPENSATION

   3.1. Compensation for the XENO Patents License.

        3.1.1.   XENO Patent Licenses and Rights. As consideration for the
               licenses and rights granted to CEREP herein, CEREP will pay to
               XENO:

                           a)  [ * ] upon signing of the Agreement;

                           b)  [ * ] per calendar year license fee payable on
                               January 1, 1999 and annually thereafter, or

                           c)  A royalty of [ * ] percent [ * ] of Net Sales of
                               Licensed Products and Licensed Services in the
                               Field, whichever is highest.

                           d)  Compensation for the XENO Patents License will be
                               due by CEREP to XENO until the termination of
                               this Agreement and at the most until the last
                               expiration date of all Xeno Patents.

        3.1.2.   Consideration to be paid by Third Parties for XENO Patents 
               sublicenses.

            3.1.2.1.       For each sublicense granted by CEREP under Section
                      2.1.3, CEREP will pay to XENO per year the greater of 
                      [ * ] dollars [ * ] or [ * ] percent [ * ] of the
                      sublicense fees including royalties, upfront payments and
                      all other income to CEREP agreed to by CEREP and the Third
                      Party for a given sublicense per year.

        3.1.3.   Royalty  Reports,  and Payments.  Beginning on the Effective
               Date, CEREP shall make non-audited written reports (even if there
               are no sales) and earned royalty payments to within thirty (30)
               days after the end of the each calendar quarter. These reports
               shall state the Net Sales of Licensed Product(s), Licensed
               Service(s) and sublicense income during such completed calendar
               quarter, and resulting calculations of royalty payment due XENO
               for such completed calendar quarter. Concurrent with the making
               of each such report, CEREP shall include payment due XENO of
               royalties for the calendar quarter covered by such report. The
               royalty will be solely due for the countries where there is an
               issued Xeno Patent and where a valid claims is in effect.

* CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934, AS AMENDED.


CEREP XENO Final License Agreement      5
<PAGE>   6
     3.1.4.   [ * ]

     3.1.5.    Accounting.  CEREP  agrees to keep and  maintain  records  for a
             period of three (3) years showing the manufacture, sale, use, Net
             Sales and other income according to this Agreement. Such records
             will include general ledger records showing cash receipts and
             expenses, and records that include sufficient detail to enable
             the royalties payable hereunder by CEREP to be determined. CEREP
             further agrees to permit its relevant books and records to be
             examined by XENO confidentially pursuant to the provisions
             herein, from time to time from three (3) years from the date of a
             transaction to the extent necessary to verify reports provided
             for above. Such examination is to be made by XENO or its
             designee, at the expense of XENO except in the event that the
             results of a definitive audit reveal an underreporting of
             royalties due XENO of five percent (5%) or more in any calendar
             year, then the audit costs shall be paid by CEREP.

4. REPRESENTATIONS AND WARRANTIES

   4.1. Representations and Warranties of CEREP and XENO.

        Each party hereby represents and warrants:

                  Corporate Power. Such party is duly organized and validly
                  existing and in good standing under the laws of the state
                  and/or country of its incorporation and has all requisite
                  corporate power and authority to enter into this Agreement and
                  to carry out the provisions hereof.

                  Due Authorization. Such party is duly authorized to execute
                  and deliver this Agreement and to perform its obligations
                  hereunder.

                  Binding Agreement. This Agreement is a legal and valid
                  obligation binding upon it and enforceable in accordance with
                  its terms. The execution, delivery and performance of this
                  Agreement by such party does not conflict with any agreement,
                  instrument or understanding, oral or written, to which it is a
                  party or by which it may be bound, nor violate any law or
                  regulation of any court, governmental body or administrative
                  or other agency having jurisdiction over it.


* CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934, AS AMENDED. 4.2
Negation of Warranties


CEREP XENO Final License Agreement      6
<PAGE>   7
   4.2   Negation of Warranties

                  Except as expressly set forth in this Agreement, XENO MAKES NO
                  REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
                  EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES
                  OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
                  THAT THE USE OF THE LICENSED PRODUCTS OR SERVICES WILL NOT
                  INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR
                  ANY OTHER EXPRESS OR IMPLED WARRANTIES.

   4.3   Harvard License Agreement. XENO represents and warrants that the
         Harvard License Agreement has not at the date hereof expired, been
         terminated by either XENO or the President and Fellows of Harvard
         College and that XENO has not at the date hereof received nor given
         notice of termination for breach of the Harvard License Agreement. XENO
         represents and warrants to use all reasonable efforts to maintain the
         Harvard License Agreement, including, but not limited to complying with
         its obligations to pay the compensation due for the Harvard License
         Agreement.

   4.4   Infringement. XENO warrants that, to the best of its knowledge to date,
         use of the XENO Patents Licenses and Rights is not infringing any Third
         Party patents. CEREP hereby agrees to notify XENO immediately of any
         claim it receives for alleged patent infringement through use of XENO
         Patents Licenses and Rights.


   4.5   License Agreement to a Third Party. XENO warrants that XENO will not
         license XENO patents and/or sublicense Harvard License Agreement to a
         Third Party under financial and legal conditions substantially more
         favorable than the terms of the present Agreement.

CONFIDENTIALITY

   5.1.   Confidential Information. Except as expressly provided herein, the
          parties agree that, for the Term and five (5) years thereafter, the
          receiving party shall keep completely confidential and shall not
          publish or otherwise disclose to another party and shall not use for
          any purpose other than to perform the purposes contemplated by this
          Agreement any Confidential Information furnished to it by the
          disclosing party hereto pursuant to this Agreement, except that to the
          extent that it can be established by the receiving party by competent
          proof that such Confidential Information:


CEREP XENO Final License Agreement      7
<PAGE>   8
                was already known to the receiving party, other than under an
                obligation of confidentiality, at the time of disclosure; was
                generally available to the public or otherwise part of the
                public domain at the time of its disclosure to the receiving
                party; became generally available to the public or otherwise
                part of the public domain after its disclosure and other than
                through any act or omission of the receiving party in breach of
                this Agreement; or was lawfully disclosed to the receiving party
                by a person other than a party hereto, 

                or 

                was independently developed by the receiving party.

   5.2.   Permitted Use and Disclosures. Each party hereto may use or disclose
          Confidential Information disclosed to it by the other party to the
          extent such use or disclosure is reasonably necessary in filing or
          prosecuting patent applications, prosecuting or defending litigation,
          complying with applicable law, governmental regulation or court order,
          submitting information to tax or other governmental authorities,
          making a permitted sublicense or otherwise exercising its rights
          hereunder, provided that if a party is required to make any such
          disclosure of another party's Confidential Information, other than
          pursuant to a confidentiality agreement, it will give reasonable
          advance notice to the latter party of such disclosure and, save to the
          extent inappropriate in the case of patent applications, will use
          reasonable efforts to secure confidential treatment of such
          information prior to its disclosure (whether through protective orders
          or otherwise).

   5.3.   Confidential Terms. Except as expressly provided herein, each party
          agrees not to disclose any material or financial terms of this
          Agreement to another party without the consent of the other party, not
          to be unreasonably withheld; provided, however, each party reserves
          the right to make reasonable disclosures (including the redaction of
          material or financial terms) as required by securities or other
          applicable laws, or to actual or prospective investors or corporate
          partners (including licensees and acquirers), or to accountants,
          attorneys and other professional advisors on a need-to-know basis
          under circumstances that ensure the confidentiality thereof, or to the
          extent required by law. If such Confidential Information is to become
          public information by such disclosure the disclosing party must obtain
          the written consent of the non-disclosing party in order to obtain
          protection of the Confidential Information if necessary.

   5.4.   Press Release. Notwithstanding the foregoing, the parties shall agree
          upon a press release to announce the execution of this Agreement.
          Thereafter, XENO and CEREP may each disclose to Third Parties the
          information contained in such press release without the need for
          further approval by the other.


CEREP XENO Final License Agreement      8
<PAGE>   9
6. TERMINATION

   6.1.1   This Agreement shall continue until the last expiration date of all
          patents licensed under this Agreement.

   6.1.2   Either party shall have the right to terminate this Agreement at any
          time for a material breach of this Agreement by the other party,
          provided that the non-breaching party shall have first given ninety
          (90) days prior written notice (thirty (30) days in the event of
          non-payment of any amounts due under this Agreement) to the breaching
          party describing such breach and stating the non-breaching party's
          intention to terminate this Agreement if such breach remains uncured,
          and the breaching party thereafter fails to cure same within thirty
          (30) days.

   6.1.3   CEREP may terminate this Agreement without cause at any time by
          providing written notice to XENO of such termination and such
          termination will be effective ninety (90) days thereafter. Any
          termination pursuant to Section 6.1.3 shall not relieve CEREP of any
          obligation or liability accrued hereunder prior to such termination,
          including CEREP's obligation to pay royalties accrued or accruable.
          The licenses granted hereunder and all sublicenses granted by CEREP
          under this agreement shall terminate in the event the Agreement is
          terminated by CEREP or termination by an arbitrator for an uncured
          breach by CEREP.

MISCELLANEOUS

   7.1.    Binding Effect; Assignment. This Agreement shall be binding upon the
          parties' respective successors and permitted assigns. Neither party
          may assign this Agreement or any of its rights or obligations
          hereunder without the prior written consent of the other party (not to
          be unreasonably withheld), and any such attempted assignment shall be
          void; provided, that CEREP and XENO may assign this Agreement as part
          of a merger or consolidation in which the surviving entity assumes all
          of CEREP's and XENO's rights and obligations hereunder or a sale of
          substantially all of the assets of such party to which this Agreement
          relates. The parties agree that in the event of the termination of the
          Harvard License Agreement, the President and Fellows of Harvard
          College shall have the option of having this Agreement assigned to it
          or terminating the licenses granted herein.

   7.2.    Effect of Waiver. No waiver of any default, condition, provisions or
          breach of this Agreement shall be deemed to imply or constitute a
          waiver of any other like default, condition, provision or breach of
          this Agreement.

   7.3.    Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
          FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTIAL, OR INDIRECT DAMAGES
          ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF
          LIABILITY.

CEREP XENO Final License Agreement      9

<PAGE>   10
   7.4.    Indemnification. CEREP will defend, indemnify and hold XENO, its
          officers, directors, employees, Affiliates and agents harmless against
          any and all liability, loss, damage, claim or expense (including
          attorney's fees) arising out of a suit by a Third Party from the
          performance under this Agreement by CEREP; except to the extent such
          claim is caused by the negligence or willful misconduct of XENO or a
          breach of a representation of XENO. XENO will defend, indemnify and
          hold CEREP, its officers, directors, employees, Affiliates and agents
          harmless against any and all liability, loss, damage, claim or expense
          (including attorney's fees) arising out of a suit by a Third Party
          from the performance under this Agreement by XENO; except to the
          extent such claim is caused by the negligence or willful misconduct of
          CEREP or a breach of a representation of CEREP.

   7.5.    Patent Defense Costs. XENO will use reasonable efforts, at its
          discretion to defend XENO patents at its own expense against any Third
          Party infringement. CEREP at its option may elect to join in any
          prosecution of Third Party infringer initiated by XENO at CEREP's
          expense. In the event that CEREP is sued by a Third Party for
          infringement of a Third Party's patent, XENO hereby agrees, if CEREP
          so requests, to provide CEREP with all reasonable advice or technical
          support that CEREP may deem appropriate as appropriate or necessary.

   7.6.    Diligence. CEREP agrees to use best efforts to fulfill the
          obligations of the express due diligence provision of the Harvard
          License Agreement as it applies to a sublicense under the Harvard
          License Agreement.

   7.7.    Force Majeure. Neither party shall lose any rights hereunder or be
          liable to the other party for damages or losses (except for payment
          obligations) on account of failure of performance by the defaulting
          party if the failure is occasioned by war, strike, fire, act of God,
          earthquake, flood , lockout, embargo, governmental acts or orders or
          restrictions, failure of suppliers, or any other reason where failure
          to perform is beyond the reasonable control and not caused by the
          negligence or intentional conduct or misconduct of the nonperforming
          party, and such party has exerted all reasonable efforts to avoid or
          remedy such force majeure; provided, however, that in no event shall a
          party be required to settle any labor dispute or disturbance.

   7.8.    Amendment. No modification, supplement to or waiver of this Agreement
          or any Addendum hereto or any of their provisions shall be binding
          upon a party hereto unless

CEREP XENO Final License Agreement      10

<PAGE>   11
          made in writing and duly signed by an authorized representative of
          both XENO and CEREP. In no event may the terms of this Agreement be
          changed, deleted, supplemented or waived by any notice, purchase
          order, receipt, acceptance, bill of lading or other similar form of
          document. A failure of either party to exercise any right or remedy
          hereunder, in whole or in part, or on one or more occasions, shall not
          be deemed either a waiver of such right or remedy to the extent not
          exercised, or of any other right or remedy, on such occasion or a
          waiver of any right or remedy on any succeeding occasion.

   7.9.    Entire Agreement. This Agreement, and each Exhibit attached hereto,
          and each supplemental written agreement contemplated hereunder, sets
          forth the entire understanding and agreement of the parties as to the
          subject matter thereof, and there are no other understandings,
          representations or promises, written or verbal, not set forth herein
          or on which either party has relied. If any provisions of any such
          Addendum or supplemental written agreement conflict with any
          provisions set forth in this Agreement, the provisions of this
          Agreement shall take precedence, unless such Addendum or supplemental
          written agreement expressly refers to the specific provision(s) of
          this Agreement that it is intended to replace or modify (and which
          shall be limited in force and effect to such Addendum or supplemental
          written agreement only).


CEREP XENO Final License Agreement      11
<PAGE>   12

   7.10.   Notices. All Notices under this Agreement shall be given in writing
          and shall be addressed to the parties at the following addresses:


             For XENO:
                      Stephen J. Sullivan
                      CEO, President and Director
                      Xenometrix, Inc.
                      2425 North 55th Street
                      Boulder, Colorado 80301-5700

                      Copies to:
                      Paul J. Koivuniemi
                      Vice President, Legal Affairs and Corporate Secretary
                      Xenometrix, Inc.
                      2425 North 55th Street
                      Boulder, Colorado 80301-5700

             For CEREP:
                      Jean Thierry
                      Chairman & CEO
                      Cerep S.A.
                      260 Boulevard Saint Germaine
                      75007
                      Paris, France

                      Copies to:






          Notices shall be in writing and shall be deemed delivered when
          received, if delivered by a courier, overnight mail service or the
          like, or a week following mailing, if sent by first-class certified or
          registered mail, postage prepaid.

   7.11.   Arbitration. The parties recognize that disputes as to certain
          matters may from time to time arise during the term of this Agreement
          which relate to either party's rights



CEREP XENO Final License Agreement      12
<PAGE>   13
          and/or obligations hereunder. It is the objective of the parties to
          establish procedures to facilitate the resolution of disputes arising
          under this Agreement in an expedient manner by mutual cooperation and
          without resort to arbitration. The parties agree that prior to any
          arbitration concerning this Agreement, XENO's CEO and CEREP's CEO will
          meet in person or by video-conferencing in a good faith effort to
          resolve any disputes concerning this Agreement. Within thirty (30)
          days of a formal request by either party to the other, any party may,
          by written notice to the other, have such dispute referred to their
          respective officers designated or their successors, for attempted
          resolution by good faith negotiations, such good faith negotiations to
          begin within thirty (30) days after such notice is received. Except as
          otherwise provided specifically herein, any controversy or claim under
          this Agreement shall be solely settled by arbitration by one
          arbitrator pursuant to the Commercial Arbitration Rules of the
          American Arbitration Association (the "Association"); provided that
          the parties shall first use their best efforts to resolve such dispute
          by negotiation. The arbitration shall be conducted in New York, New
          York. The arbitrator shall be selected by the joint agreement of the
          parties, but if they do not so agree within twenty (20) days of the
          date of a request for arbitration, the selection shall be made
          pursuant to the rules of the Association. The decision reached by the
          arbitrator shall be conclusive and binding upon the parties hereto and
          may be filed with the clerk of any court of competent jurisdiction,
          and a judgment confirming such decision may, if desired by any party
          to the arbitration, be entered in such court. Each of the parties
          shall pay its own expenses of arbitration and the expenses of the
          arbitrator(s) shall be equally shared; provided, however, that if in
          the opinion of the arbitrator(s) any claim hereunder or any defense or
          objection thereto was unreasonable, the arbitrator(s) may assess, as
          part of the award, all or any part of the arbitration expenses
          (including reasonable attorneys' fees) against the party raising such
          unreasonable claim, defense or objection. Nothing herein set forth
          shall prevent the parties from settling any dispute by mutual
          agreement at any time.

   7.12.   Governing Law. This Agreement shall be governed by and construed in
          accordance with the laws of the State of New York, without regard or
          giving effect to its principles of conflict of laws.

   7.13.   Severability and Survival. This Agreement is intended to be 
          severable. If any provision(s) of this Agreement are or become
          invalid, are ruled illegal by a court of competent jurisdiction or are
          deemed unenforceable under the current applicable law from time to
          time in effect during the term hereof, it is the intention of the
          parties that the remainder of the Agreement shall not be affected
          thereby and shall continue to be construed to the maximum extent
          permitted by law at such time. It is further the intention of the
          parties that in lieu of each such provision which is invalid, illegal,
          or unenforceable, there shall be substituted or added as part of this
          Agreement by such court 

CEREP XENO Final License Agreement      13
<PAGE>   14
          of competent jurisdiction a provision which shall be as similar as
          possible, in economic and business objectives as intended by the
          parties to such invalid, illegal or unenforceable provision, but shall
          be valid, legal and enforceable. Unless expressly stated otherwise,
          any provision intended by its meaning to survive, will survive the
          expiration or any other termination of this Agreement.

   7.14.   Independent Contractors. The parties hereto are acting as independent
          contractors and shall not be considered partners, joint venturers or
          agents of the other. Neither shall have the right to act on behalf of,
          or to bind, the other.

Headings. Captions and paragraph headings are for convenience only and shall not
form an interpretative part of this Agreement. Unless otherwise specifically
provided, all references to an Article incorporate all Articles or subsections
thereunder. This Agreement shall not be strictly construed against either party
hereto and maybe executed in two or more counterparts, each of which will be
deemed an original and the same instrument.

          IN WITNESS WHEREOF, the parties have executed this Agreement.


By:    /s/ STEPHEN J. SULLIVAN                   Date:  6/5/98
       ------------------------                       --------
       Stephen J. Sullivan
       CEO and President
       For Xenometrix, Inc

 .



By:    /s/ THIERRY JEAN                          Date:  6/8/98
       ------------------------                       --------
       Thierry Jean
       Chairman & CEO
       For Cerep S.A.



CEREP XENO Final License Agreement      14
<PAGE>   15

                                    EXHIBIT A
                                 [TO BE UPDATED]

<TABLE>
<CAPTION>
===================================================================================================================================
                            EUKARYOTIC GENE PROFILING
===================================================================================================================================
       PATENT/           FILING DATE      COUNTRY      ISSUE DATE                          TITLE
     APPLICATION #       
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>           <C>            <C>
      08/008,896           1/21/93          US
-----------------------------------------------------------------------------------------------------------------------------------
      08/374,641           7/21/95          US         (Allowed).     Methods and Diagnostic Kits Utilizing Mammalian
                                                                        Stress Promoters to Determine Toxicity of a
                                                                                          Compound
-----------------------------------------------------------------------------------------------------------------------------------
       61243/94            1/21/94       Australia
-----------------------------------------------------------------------------------------------------------------------------------
       2154265             1/21/94        Canada
-----------------------------------------------------------------------------------------------------------------------------------
      0 680 517            1/21/94          EPC         11/12/97
-----------------------------------------------------------------------------------------------------------------------------------
       6-517147            1/21/94         Japan
-----------------------------------------------------------------------------------------------------------------------------------
      9601405-5            2/13/96       Singapore
-----------------------------------------------------------------------------------------------------------------------------------
      US94/00583           1/21/94          PCT
-----------------------------------------------------------------------------------------------------------------------------------
   694 06 772.5-08                        Germany       11/25/97
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
===================================================================================================================================
                            BACTERIAL GENE PROFILING
===================================================================================================================================
       PATENT/           FILING DATE      COUNTRY      ISSUE DATE                          TITLE
     APPLICATION #       
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>           <C>           <C>
      5,589,337            1/6/95           US          12/31/96     Methods and Diagnostic Kits for Determining
                                                                     Toxicity Utilizing Bacterial Stress Promoters
                                                                     Fused to Report Genes
-----------------------------------------------------------------------------------------------------------------------------------
        651825             7/6/93           EPO          1/14/98
-----------------------------------------------------------------------------------------------------------------------------------
      5,585,232            4/21/94          US          12/17/96     Methods and Diagnostics Kits for Determining
                                                                     Toxicity Utilizing E. coli Stress Promoters Fused
                                                                     to Reporter Genes
-----------------------------------------------------------------------------------------------------------------------------------
      9601688-6            2/14/96       Singapore
-----------------------------------------------------------------------------------------------------------------------------------
      2,139,667            7/9/93         Canada
-----------------------------------------------------------------------------------------------------------------------------------
       6-503562            7/6/93          Japan
-----------------------------------------------------------------------------------------------------------------------------------
      95-700038            7/6/93          Korea
-----------------------------------------------------------------------------------------------------------------------------------
      07/910793            7/6/92           US
-----------------------------------------------------------------------------------------------------------------------------------
       45884/93            7/6/93        Australia
-----------------------------------------------------------------------------------------------------------------------------------
        95.004             7/6/93         Norway
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


CEREP XENO Final License Agreement      15
<PAGE>   16

                                    EXHIBIT B
                            Harvard License Agreement



CEREP XENO Final License Agreement      16