<PAGE>
 
                                                                   EXHIBIT 10.37

                                   AGREEMENT

This Agreement is entered into this 1st day of December 1996, by and between

ORGANON TEKNIKA BV (hereinafter referred to as "Teknika"), a corporation of
the Netherlands having its principal place of business at Boseind 15, 5281 RM
Boxtel, the Netherlands, represented by Dr. R. Salsmans,

and

CHEMTRAK (hereinafter referred to as "Licensee"), a corporation of the USA,
having its registered offices at 929 E. Arques Avenue, Sunnyvale, CA 94086-4520,
USA, represented by Dr. Prithipal Singh,

WHEREAS, Teknika is the equitable owner of all the right, title and interest in
and to certain interest in and to certain Sol Particle Immuno Assay Patent
Rights (as hereinafter defined) owned by its ultimate holding company Akzo Nobel
NV (a corporation organized under the laws of the Netherlands) including the
exclusive right to grant licenses under such PATENT RIGHTS.

WHEREAS, LICENSEE desires to obtain a license from Teknika under the Patent
Rights, for the purposes stated herein below.

NOW THEREFORE, the parties agree as follows:

     1.0      Definitions

     1.1.     The term "SPIA" means gold sol particle immuno assay.

     1.2      The term "SPIA Technology" means a technology employing the SPIA
              principle, including, but not limited to, the information
              contained in the patents and patent applications included in the
              Patent Rights.

     1.3      The term "Licensed Products" shall mean tests as specified in
              Addendum A, the manufacture, use or sale of which would, in the
              absence of the license granted hereunder infringe, contribute to
              the infringement of, or induce the infringement of any claim of
              the Patent Rights which has neither expired nor been declared
              invalid by a court of competent jurisdiction from which no appeal
              has been or may be taken.

     1.4      The term "Patent Rights" shall mean the patents and patent
              applications relating to SPIA Technology as are specified in
              Addendum B.

    
     1.5      The term "Net Sales" means the gross amount actually charged by
              LICENSEE, on sales, or other dispositions for value, of Licensed
              Products, less value added taxes and less a lumpsum to cover all
              usual deductions such as discounts, allowances or credits for
              returned products actually allowed and taken, custom duties, etc.
              which shall be 5% of the invoice amount for the Licensed Products.
              Sales or other transfers of Licensed Products to Affiliated
              Companies or between Affiliated Companies and resold to third
              parties, shall not constitute Net Sales of Licensed Products until
              the Licensed Products are sold to parties who are not Affiliated
              Companies.
     

<PAGE>

    
              In the event that Licensed Products are sold as part of an
              individualized kit consisting of up to two tests, lancets, swabs,
              disinfectant and user instructions, the gross amount invoiced on
              the sale of Licensed Products in such individualized kit format
              shall be calculated either by multiplying the gross amount
              received from such individualized kit sale by the fraction A/A+B
              (where A is the selling price of the Licensed Product in non-
              individualized non-combined kit format and B is the selling price
              of the Licensed Product in the individualized combined kit
              format,) or by deducting two dollars (USD 2.00) from the gross
              amount invoiced, whichever results in the higher Net Sales price.
     
     1.6      The term "Territory" shall mean worldwide.

     1.7      The term "Affiliated Company" means any company which, by means
              of ownership of a majority of share or at lest 50% interest in
              income or otherwise, directly or indirectly controls, is
              controlled by or is under common control with either party.

     2.       Licensing of Patent Rights

     2.1      Teknika hereby grants to LICENSEE a non-transferable,
              non-exclusive license under the Patent Rights, without the right
              to sublicense, for the sole purpose of manufacturing, using
              and/or selling Licensed Products under its own label in the
              Territory for the life of this Agreement.

     2.2      Notwithstanding the foregoing, Teknika herewith specifically
              agrees that LICENSEE will have the right, by way of exception, to
              manufacture a specific Licensed Product in the form of an H.
              Pylori test, under the trademark HpChek and under the label of the
              third party defined in Addendum C hereto (OEM manufacture). Such
              OEM manufacture shall be permitted only and exclusively for the
              aforesaid H. Pylori test utilizing the trademark HpChek, for and
              on behalf of the third party defined in Addendum C and for no
              other party.

              The Licensed Product so manufactured will be marketed and
              distributed by the third party referred to in Appendix C.

     2.3      LICENSEE hereby agrees to take and accept the aforesaid license
              as embodied in this Agreement.

     3.0      Royalties, Records and Accounting
    
     3.1      In consideration of the rights granted and under Article 2.,
              LICENSEE shall pay Teknika upon execution of this Agreement a non-
              refundable, non deductible lump sum payment of USD 150,000.- to be
              paid in two equal installments: USD 75,000.- upon signature, and
              USD 75,000.- on the first anniversary of the signature date, which
              payment shall not act as prepaid royalties creditable toward any
              running royalties due under this Paragraph as and when such
              royalties are due and payable.
     
     3.2      Furthermore, LICENSEE shall pay Teknika as from the first day of
              commercial sale, a running royalty as follows.


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              (i)     4 % of the Net sales of Licensed Products other than the 
              Licensed Product referred to in this Article under (ii) here 
              below; 
         
              (ii)    5.5 % of Net Sales of Licensed Product referred to in 
              Article 2.2 above.
     
     3.3      LICENSEE agrees to keep or cause to be kept accurate records and
              books of account in accordance with good accounting practice,
              showing the information required to permit calculation of Net
              Sales and the royalties under this Article.  These books and
              records shall be preserved for at least four (4) years from the
              date of the royalty payments to which they pertain.

     3.4      On or before the 45th day of each calendar quarter during the
              term hereof, LICENSEE shall prepare and send to Teknika royalty
              reports for the previous quarter.  Said Net Sales and reports
              shall indicate total sales and Net Sales per country under this
              Agreement for the previous calendar quarter, per Licensed
              Product, and shall show the amount of royalty due with sufficient
              information to enable confirmation by Teknika, and LICENSEE shall
              include payment of the amount of royalties shown to be due with
              such report.

     3.5      Upon ten (10) days written notice and not more than once per
              calendar year, LICENSEE agrees to permit one or more Certified
              Public Accountant(s) appointed by Teknika (except one to whom
              LICENSEE has a reasonable objection), to enter upon the premises
              or LICENSEE during all usual business hours of LICENSEE at any
              time following the 60th day of any calendar quarter in order to
              inspect files records pertaining to Net Sales and royalties under
              this Agreement, and to make on LICENSEE's premises and retain
              copies of any and all parts of the records and accounts kept by
              LICENSEE pursuant to this Article, including invoices which are
              relevant to any report required to be rendered by LICENSEE.

              Said copies shall be provided to the Certified Public
              Accountant(s) at no expense to Teknika. Said Certified Public
              Accountant(s) shall keep all information received from LICENSEE
              confidential; however, it will provide Teknika with the Net
              Sales, per country, for each type of Licensed Product, specifying
              the sales and the application of the appropriate royalty rate so
              that royalties due Teknika may be calculated.  The information
              obtained by the Certified Public Accountant(s) shall be retained
              for a period of four (4) years from date of the royalty payment
              to which it relates, or 2 years from the date of receipt by the
              Certified Public Accountant(s), whichever is longer.

              In the event any audit results in a change upward in any royalty
              payment of as much a five percent (5%) for any annual period,
              LICENSEE shall pay the costs of such audit for such annual
              period, otherwise such audit shall be at Teknika's expenses.

     3.6      Payment of all royalties hereunder shall be made in Dutch
              Guilders at the mean rate of exchange existing on the last day of
              the quarter to which the payment applies as published in the Wall
              Street Journal (European Edition).

     4.       Duration


     4.1      This Agreement shall become effective as of the date of signing
              by both parties to this Agreement and shall remain in effect
              until the last to expire of the Patent Rights.

<PAGE>
 
     4.2      In the event either party breaches this Agreement, in addition to
              all other rights and remedies which either party may have the
              party not in default may terminate this Agreement by written
              notice.  Such termination shall become effective on the date set
              forth in the notice of termination, but in no event shall it be
              earlier than sixty (60) days from the date of mailing thereof and
              shall have no effect if the breach has been cured within the said
              period of notice.

     4.3      The termination of this Agreement shall not relieve LICENSEE from
              its obligation to pay Teknika all royalties that shall have
              accrued up to the effective date of termination.

     5.       Assignment

              Teknika shall have the right to assign this Agreement to, or
              delegate its obligations hereunder to be performed by any
              successor or Affiliated Company of Teknika, provided that Teknika
              warrants that the terms and conditions for LICENSEE remain
              unchanged.  This Agreement is not assignable by LICENSEE without
              the prior written consent of Teknika.

     6.       Entirety Clause

              As of the date hereof, this agreement supersedes all previous
              oral and written agreements between the parties, and constitutes
              the only and entire understanding to exist between the parties
              with respect to the subject matter of this Agreement, and no
              amendment shall be implied or proven from or evidenced by
              negotiations between the parties heretofore or hereinafter
              conducted or agreements of the parties heretofore or hereafter
              executed, unless in writing and signed by the parties hereto.

     7.       Warranty

     7.1      Teknika represents and warrants to LICENSEE that it has the full
              right and power to grant the license to LICENSEE to set forth in
              this Agreement.  Teknika further warrants and represents that
              there are no other colloidal gold patents owned or controlled by
              Teknika which cover the Licensed Products.

     7.2      Except as specifically set forth in paragraph 7.1 herein, Teknika
              makes no representations or warranties, either express or
              implied, arising by law or otherwise, including, but not limited
              to, implied warranties of merchantability or fitness for a
              particular purpose.  In no event will Teknika have any obligation
              or liability arising from tort, or for loss of revenue or profit,
              or for incidental or consequential damages.

              In particular, with no limitation, nothing in this Agreement will
              be construed as:

              (i)      A warranty or representation by Teknika as to the
              validity or scope of any Patent Rights.

              (ii)     A warranty or representation that anything made, used,
              sold or otherwise disposed of under the license granted in this
              Agreement is or will be free from infringement of patents of third
              parties.
<PAGE>
 
              (iii)    Conferring the right to use in advertising, publicity, 
              or otherwise any trademark, trade name, or any contraction,
              abbreviation, simulation, or adaptation thereof, of Teknika; or

              (iv)     Conferring by implication, estoppel, or otherwise any
              license or rights under any patents of Teknika other than the
              Patent Rights, regardless of whether the patents are dominant or
              subordinate to the Patent Rights.

     7.3      In the event LICENSEE becomes aware of infringement of the
              Licensed Patents by a third party, it will immediately notify
              Teknika thereof.  Teknika intends to use such reasonable efforts,
              as it in its sole discretion determines, to pursue infringers and
              enforce its rights under its Licensed Patents.

              LICENSEE, at Teknika's request, shall render all reasonable
              assistance and cooperation in that regard.  Any reasonable out of
              pocket expenses incurred at the request of Teknika with regard to
              furnishing such assistance and cooperation (e.g., travel and
              lodging expenses) shall be reimbursed by Teknika.  Any recoveries
              resulting from such action by Teknika shall be Teknika's
              property.

     8.       Applicable Law: Severability

     8.1      This Agreement shall be deemed to have been made in and shall be
              construed in accordance with the laws of the Kingdom of the
              Netherlands, for all matters other than scope and validity of the
              PATENT RIGHTS, as to which the laws of the particular country
              where the Patent Rights are in dispute shall apply.

     8.2      All disputes arising in connection with the present Agreement
              shall be finally settled at the competent court of 
              "s-Hertogenbosch, The Netherlands.

     9        Miscellaneous Provisions

     9.1      All notices which shall or may be given hereunder shall be in
              writing in English and shall be prepared registered mail
              addressed to the recipient at the addresses herein stated, or at
              such other address as a party may from time to time designate:

                     Organon Teknika B.V.
                     c/o Organon Teknika N.V.
                     Veedijk 58
                     2300 Turnhout
                     Belgium
                     Attn: President

                     and

                     ChemTrak
                     929 E. Arques Avenue
                     Sunnyvale, CA 94086-4520
                     USA
                     Attn: President
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     9.2      Payment of lump sum fees and royalties, due under this Agreement
              are to be made to Organon Teknika B.V., Boxtel, the Netherlands,
              to its account with ABN Amro Bank, Nijmegen, the Netherlands, 
              account no. 45.30.40.152.
     
     9.3      Confidentiality

              Each party to this Agreement agrees that any information obtained
              by it form the other party pursuant to this Agreement shall be
              kept in the strictest confidence and shall only be used for the
              proper performance of this Agreement, except that this obligation
              shall not apply to:

              a)       information which is in or becomes part of the public
              domain otherwise than by breach of this Agreement, or

              b)       information which the recipient can show was in its
              possession at the date of signing of this Agreement; or

              c)       information which was received by the recipient on a
              nonconfidential basis from a third party having the legal right to
              transmit the same.

              The foregoing obligation shall cease five (5) years after
              termination or expiration of this Agreement.


As agreed at Boxtel,                    As agreed at Sunnyvale, 
ORGANON TEKNIKA, B.V.                   CHEMTRAK





Dr. R. Salsmans                          Dr. Prithipal Singh
President                                Chairman and CEO



A.J.F. Stap
Executive Vice President
Corporate Development &
Program Management

<PAGE>
 
                                   ADDENDUM A
LICENSED FIELD OF USE:


    
Rapid testing, utilizing colloidal gold markers, in the field of diagnostics.
     


<PAGE>
 
                                   ADDENDUM B

                               SPIA PATENT SERIES
                               ------------------

<TABLE>
<CAPTION>
Country                           Patent No.                        Expiration Date
-------                           ---------                         ---------------
<S>                              <C>                                <C>
Australia                           530,217                         10.07.99   
Austria                               7,654                         28.06.99    
Belgium                               7,654                         28.06.99    
Canada                            1,135,183                         09.11.99   
Denmark                             159,799                         13.07.99   
Finland                              77,120                         11.07.99   
France                                7,654                         28.06.99   
Germany                               7,654                         28.06.99    
Greece                               73,524                         11.07.94   
Hungary                             181,659                         12.07.99   
Ireland                              48,467                         08.08.99   
Israel                               57,722                         03.07.99   
Italy                                 7,654                         28.06.99   
Luxembourg                            7,654                         28.06.99    
Mexico                              164,526                         12.07.99   
Philippines                          16,420                         02.10.2000 
Portugal                             69,900                         28.10.95   
South Africa                        3276/79                         01.07.99   
Spain                               482,488                         15.08.2000 
Sweden                                7,654                         28.06.99    
U.S.A.                            4,313,734                         01.02.99   
Switzerland                           7,654                         28.06.99   
The Netherlands                       7,654                         28.06.99    
U.K.                                  7,654                         28.06.99    
</TABLE>


<PAGE>
 
                                   ADDENDUM C

LICENSEE'S marketing partner in the United States for the H. Pylori test
("HpChek") is:

Astra Merck, Inc.
Wayne, PA