<PAGE>   1
                                             * TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
                                                            200.83 AND 240.24b-2


                                  EXHIBIT 10.45





                                LICENSE AGREEMENT

                                     BETWEEN

                                XENOMETRIX, INC.

                                       AND

                                 GENE LOGIC INC.

                                LICENSE AGREEMENT

This Agreement is made this 12th day of October 1998 (the "Effective Date"), by
and between Xenometrix, Inc. ("XENO"), a Delaware corporation with principal
offices at 2425 55th Street, Boulder, CO 80301-5700 and Gene Logic, Inc. ("GENE
LOGIC"), a Delaware corporation with principal offices at 708 Quince Orchard
Road, Gaithersburg, MD 20878 to license certain technology.

                                   RECITALS

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

WHEREAS, GENE LOGIC seeks to obtain certain non-exclusive license rights under
the Xeno Patent Rights, 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
<PAGE>   2
                                                        FINAL AGREEMENT 10/12/98

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 a) the income of such corporation or other entity or b) 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.

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.     "Kits" mean [ * ].

1.7.     "Licensed Product(s)" means [ * ].

1.8.     "Licensed Process(es)" means the processes claimed in Xeno Patent
         Rights.

1.9.     "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.

1.10.    "Net Sales" means the amounts received for sales or use of Licensed
         Products less: customary trade, quantity or cash discounts actually
         allowed and taken; amounts repaid 
                                       2


* 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.
<PAGE>   3
                                                        FINAL AGREEMENT 10/12/98

         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 GENE LOGIC.


1.11.    "XENO Patents Rights" means the rights associated with 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 of 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.

1.12.    "Third Party" means any entity other than (i) GENE LOGIC and any of its
         Affiliates, and (ii) XENO and any of its Affiliates.

2. LICENSES

2.1.     Grant of Licenses Under the Xeno Patent Rights from XENO to GENE LOGIC.

2.1.1.   Non-Exclusive License to Xeno Patent Rights. XENO hereby grants to GENE
         LOGIC and its Affiliates a non-exclusive, worldwide license in the
         Field, without the right to sublicense under XENO's ownership interest
         in the Xeno Patent Rights 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 Patent
         Rights. GENE LOGIC may, however, utilize the Xeno Patent Rights in
         research projects conducted with or supported by corporate alliance
         partners. Licensed Products shall enjoy the benefit of this license for
         any Third Party who purchases Licensed Product, however, the license
         shall only apply to those Licensed Products that are purchased by the
         Third Party from GENE LOGIC.

2.1.2.   Non-Exclusive Sublicense to Xeno Patent Rights under the Harvard
         License Agreement. XENO hereby grants to GENE LOGIC and its Affiliates
         a non-exclusive, worldwide sublicense in the Field, without the right
         to sublicense, under XENO's right to sublicense the Xeno Patent Rights
         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 Patent
         Rights. GENE LOGIC acknowledges the Harvard License 



                                       3
<PAGE>   4
                                                        FINAL AGREEMENT 10/12/98

         Agreement and XENO's and GENE LOGIC's duties and obligations
         thereunder. Licensed Products shall enjoy the benefit of this license
         for any Third Party who purchases Licensed Product, however, the
         license shall only apply to those Licensed Products that are purchased
         by the Third Party from GENE LOGIC.

3. COMPENSATION

     3.1.   Compensation for the Xeno Patent Rights License.

         3.1.1.   XENO Patent Licenses and Rights.

                  3.1.1.1  Payments As consideration for the licenses and rights
                           granted to GENE LOGIC herein, GENE LOGIC will pay to
                           XENO:

                           (a)      A $[ * ] up-front license fee for access to
                                    the technology licensed hereunder; and 


                           (b)      An earned royalty of [ * ] percent ([ * ] %)
                                    for Net Sales of Licensed Products in a
                                    specific country in which there are valid
                                    Xeno Patent Rights that cover the Licensed
                                    Products. It is understood that no earned
                                    royalty is payable on products and processes
                                    not specifically designed, labeled or
                                    marketed for use in the Field. 

                           (c)      [ * ].


                  3.1.1.2  Duration of Compensation

                           Compensation for the XENO Patent Rights License will
                           be due by GENE LOGIC to XENO until the termination of
                           this Agreement and at the most until the last
                           expiration date of all Xeno Patent Rights.

         3.1.2.   Royalty Reports, and Payments.

                           Beginning on the Effective Date, GENE LOGIC shall
                           make non-audited written reports (even if there are
                           no sales) and earned royalty payments to within sixty
                           (60) days after the end of the each calendar quarter.
                           These reports shall state the Net Sales of Licensed
                           Product(s) 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, GENE 



                                       4


* 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.
<PAGE>   5
                                                        FINAL AGREEMENT 10/12/98
               
                  LOGIC 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 claim is in effect.

         3.1.3.   [ * ].

         3.1.4    Accounting. GENE LOGIC 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 GENE LOGIC
                  to be determined. GENE LOGIC 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 GENE LOGIC.

4. REPRESENTATIONS AND WARRANTIES

         4.1.     Representations and Warranties of GENE LOGIC 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



                                       5


* 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.
<PAGE>   6
                                                        FINAL AGREEMENT 10/12/98

                  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.

         4.2      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. XENO represents and warrants to
                  use best 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.
                  XENO agrees to notify GENE LOGIC of any allegation by Harvard
                  of XENO having breached the Harvard License Agreement. XENO
                  warrants that to the best of its knowledge after reasonable
                  inquiry it has the right under the Harvard License Agreement
                  to make the grants herein.

         4.3      XENO represents and warrants that, under the non-Harvard owned
                  patents referred to herein that it has the right to make the
                  grants herein. XENO represents that it is not aware of patents
                  owned or controlled by XENO other than those licensed herein
                  which are needed or desirable to practice the methods licensed
                  hereunder. XENO further represents that as of the Effective
                  Date of this Agreement it is unaware of any adverse claims
                  against its ownership in the XENO Patent Rights, and will
                  notify GENE LOGIC of any such claim during the term of this
                  Agreement.

         4.4      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.

         4.5      Infringement. GENE LOGIC hereby agrees to notify XENO
                  immediately of any claim it receives for alleged patent
                  infringement by GENE LOGIC of Third Party patents through and
                  specifically directed to use of Xeno Patent Rights Licenses
                  and Rights.

5. CONFIDENTIALITY



                                       6
<PAGE>   7
                                                        FINAL AGREEMENT 10/12/98

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:

                  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).



                                       7
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                                                        FINAL AGREEMENT 10/12/98

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.

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 GENE LOGIC may each disclose to Third Parties the
         information contained in such press release without the need for
         further approval by the other.

6. TERMINATION

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

6.2.     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.

6.3.     GENE LOGIC 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 GENE LOGIC of
         any obligation or liability accrued hereunder prior to such
         termination, including GENE LOGIC's obligation to pay royalties accrued
         or accruable. The licenses granted under this agreement shall terminate
         in the event the Agreement is terminated by GENE LOGIC or terminated by
         an arbitrator for an uncured breach by GENE LOGIC.

7. MISCELLANEOUS

                                       8
<PAGE>   9
                                                        FINAL AGREEMENT 10/12/98

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 GENE LOGIC and XENO may assign this Agreement as
         part of a merger or consolidation in which the surviving entity assumes
         all of GENE LOGIC'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 rights in this
         Agreement as it relates to the Harvard License Agreement assigned to it
         or terminating the license from Harvard 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, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT
         OF THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

7.4.     Indemnification. GENE LOGIC 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 GENE LOGIC; 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 GENE LOGIC, 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
         GENE LOGIC or a breach of a representation of GENE LOGIC.

7.5.     Patent Defense Costs. XENO will use reasonable efforts, at its
         discretion to defend Xeno Patent Rights at its own expense against any
         Third Party infringement. GENE LOGIC at its option may elect to join in
         any prosecution of Third Party infringer initiated by XENO at GENE
         LOGIC's expense. In the event that GENE LOGIC is sued 



                                       9
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                                                        FINAL AGREEMENT 10/12/98

         by a Third Party for infringement of a Third Party's patent, XENO
         hereby agrees, if GENE LOGIC so requests, to provide GENE LOGIC with
         all reasonable advice or technical support that GENE LOGIC may
         reasonably request at GENE LOGIC's expense.

7.6.     Patent Marking. GENE LOGIC agrees reasonably to mark Licensed
         Product(s), covered by a product claim in the XENO device patents, (or
         their containers, labels or associated materials) made, sold, or
         otherwise disposed of by it under the license granted in this Agreement
         with issued Licensed Patent Numbers covering the Licensed Product(s).
         XENO shall from time to time provide GENE LOGIC with issued Licensed
         Patent numbers and GENE LOGIC will make reasonable efforts to adopt
         such markings within a reasonable time frame from such notice.

7.7.     Diligence. GENE LOGIC 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.

7.8.     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.

7.9.     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 made in writing and duly signed by an authorized
         representative of both XENO and GENE LOGIC. 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.



                                       10
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                                                        FINAL AGREEMENT 10/12/98

7.10.    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).

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


                  For XENO:
                        President
                        Xenometrix, Inc.
                        2425 North 55th Street
                        Boulder, Colorado 80301-5700





                  For GENE LOGIC:
                        Daniel R. Passeri
                        SVP, Technology and Program Management
                        GENE LOGIC, Inc.
                        708 Quince Orchard Road
                        Gaithersburg, MD 20878

      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.


7.12.    Arbitration. The parties recognize that disputes as to certain matters
         may from 



                                       11
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                                                        FINAL AGREEMENT 10/12/98

         time to time arise during the term of this Agreement which relate to
         either party's rights 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 GENE
         LOGIC'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 Salt
         Lake City, Utah. 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.

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

7.14.    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 



                                       12
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                                                        FINAL AGREEMENT 10/12/98

         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.

7.15     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.

7.16     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                    October 14, 1998
     -----------------------
     Stephen J. Sullivan
     CEO and President
     For Xenometrix, Inc.



By:  /s/Mark D. Gessler                         October 12, 1998
     ------------------
     Mark D. Gessler 
     SVP, Corporate Development and CFO 
     For GENE LOGIC Inc.




                                       13
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                                                        FINAL AGREEMENT 10/12/98

















                                       14

<PAGE>   15
                                                        FINAL AGREEMENT 10/12/98

                                    EXHIBIT A

                            EUKARYOTIC GENE PROFILING

<TABLE>
<CAPTION>
    PATENT/        FILING                          ISSUE                
 APPLICATION #      DATE         COUNTRY            DATE                TITLE
<S>               <C>            <C>              <C>          <C>                  
   08/008,896     1/21/93            US                       
   5,811,231      7/21/95            US            9/22/98     Methods and Kits for Mammalian
                                                               Gene Profiling
     612434       1/21/94        Australia         6/11/98    
    E160178       1/21/94         Austria         11/12/97    
   0 680 517      1/21/94         Belgium         11/12/97    
    2154265       1/21/94          Canada                     
   0 680 517      1/21/94         Denmark         11/12/97    
   0 680 517      1/21/94           EPC           11/12/97    
   0 680 517      1/21/94          France         11/12/97    
694 06 772.5-08   1/21/94         Germany         11/12/97    
   980400301      1/21/94          Greece         11/12/97    
   0 680 517                     Hong Kong                    
     E77394       1/21/94         Ireland         11/12/97    
   20035BE/98     1/21/94          Italy          11/12/97    
    6-517147      1/21/94          Japan                      
   0 680 517      1/21/94        Luxembourg       11/12/97    
   0 680 517      1/21/94          Monaco         11/12/97    
   0 680 517      1/21/94        Netherlands      11/12/97    
   US94/00583     1/21/94           PCT                       
   0 680 517      1/21/94         Portugal         1/19/98    
   9601405-5      2/13/96        Singapore                    
   0 680 517      1/21/94          Spain          11/12/97    
   0 680 517      1/21/94          Sweden         11/12/97    
   0 680 517      1/21/94        Switzerland      11/12/97    
   0 680 517      1/21/94            UK           11/12/97    
</TABLE>


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<PAGE>   16
                                                        FINAL AGREEMENT 10/12/98

                                    EXHIBIT B               
                            HARVARD LICENSE AGREEMENT














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