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Collaboration Agreement - CALIPER LIFE SCIENCES INC - 8-14-2003

VIEWS: 17 PAGES: 58

									[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT 10.55 COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (the "Agreement") is entered into this 4th day of June, 2003 ("Effective Date") by and between Bio-Rad Laboratories, Inc., a Delaware corporation, with a principal place of business at 1000 Alfred Nobel Drive Hercules, CA 94547 ("Bio-Rad"), and Caliper Technologies Corp., a Delaware corporation, with a principal place of business at 605 Fairchild Drive, Mountain View, CA 94043 ("Caliper") (each a "Party;" together the "Parties"). BACKGROUND A. Caliper is in the business of developing, manufacturing, and supplying microfluidic LabChip(R) systems which miniaturize and integrate laboratory processes on a Chip (as defined below). B. Bio-Rad is in the business of developing, manufacturing, and supplying the life science, analytical chemistry and clinical diagnostics markets with a broad range of products and systems used to separate complex chemical and biological materials, and to identify, analyze and purify their components. C. Bio-Rad and Caliper wish to form a collaboration to develop and commercialize a [ * ] (as defined below) and possibly other products based on Caliper's microfluidic technology and Bio-Rad's expertise in instrument systems and applications for the analysis of complex chemicals and biological materials, and to utilize Bio-Rad's existing product marketing expertise and distribution infrastructure to market and sell such products. NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, Caliper and Bio-Rad each agree as follows: 1. DEFINITIONS As used in this Agreement, the following terms shall have the meaning as defined below. Terms defined in singular form shall include the plural form and vice versa. 1.1 "Affiliate" shall mean, with respect to any Person, any other Person controlling, controlled by or under common control with, such Person, so long as such control exists. For purposes of this definition, the term "control" means the possession of the power to direct the management or policies of a Person through ownership of fifty percent (50%) or more of its

voting securities entitled to vote in the election of directors (or, in the case of a Person that is not a corporation, for the election of the corresponding managing authority). 1.2 "Bio-Rad Improvements" shall mean all Improvements that are made solely by Bio-Rad in the course of performing a Development Workplan pursuant to this Agreement [ * ]. 1.3 "Caliper Improvements" shall mean all Improvements that are made solely by Caliper in the course of performing a Development Workplan pursuant to this Agreement that are [ * ]. 1.4 "Caliper Know-How" shall mean all know-how, discoveries, materials, techniques, procedures, data, trade secrets and other scientific, technical or engineering information which Caliper or its Affiliates (i) own or control,

voting securities entitled to vote in the election of directors (or, in the case of a Person that is not a corporation, for the election of the corresponding managing authority). 1.2 "Bio-Rad Improvements" shall mean all Improvements that are made solely by Bio-Rad in the course of performing a Development Workplan pursuant to this Agreement [ * ]. 1.3 "Caliper Improvements" shall mean all Improvements that are made solely by Caliper in the course of performing a Development Workplan pursuant to this Agreement that are [ * ]. 1.4 "Caliper Know-How" shall mean all know-how, discoveries, materials, techniques, procedures, data, trade secrets and other scientific, technical or engineering information which Caliper or its Affiliates (i) own or control, or in which Caliper or its Affiliates have an interest that they are not legally or contractually prohibited from licensing or sublicensing to Bio-Rad or its Affiliates, and (ii) treat as confidential or proprietary, as of the Effective Date or at any time thereafter during the term of this Agreement. Caliper Know-How does not include Caliper Patents. 1.5 "Caliper Materials" shall mean any gel, buffer, dye or other material owned or controlled by Caliper or its Affiliates, or in which Caliper or its Affiliates have an interest, that they are not legally nor contractually prohibited from selling, or licensing or sublicensing manufacturing rights, to Bio-Rad, and that is provided by Caliper for use in a Chip. 1.6 "Caliper Patents" shall mean any and all Patents which Caliper or its Affiliates own or control, or in which Caliper or its Affiliates have an interest that they are not legally nor contractually prohibited from licensing or sublicensing to Bio-Rad or its Affiliates, as of the Effective Date or at any time thereafter during the term of this Agreement. 1.7 "Caliper Products" shall mean any Chips, Caliper Materials or any other products sold by Caliper to Bio-Rad pursuant to Article 6. 1.8 "Caliper Product Software" shall mean any software in Object Code Form or Source Code Form, any accompanying documentation and any modifications or enhancements to the foregoing that (i) is owned or controlled by Caliper or its Affiliates, or is in-licensed from third parties by Caliper or its Affiliates (other than Bio-Rad or any of its Affiliates) subject to any applicable license restrictions, and (ii) is designed for use in or otherwise included in a System. 1.9 "Caliper Software Copyrights" means any and all copyrights which Caliper or its Affiliates own or control, or in which Caliper or its Affiliates have an interest that they are not legally nor contractually prohibited from licensing or sublicensing to Bio-Rad or its Affiliates, with respect to Caliper Product Software. 1.10 "Caliper Technology" shall mean, collectively, the Caliper Patents, the Caliper Know-How and the Caliper Software Copyrights. 1.11 "Chip" shall mean a chip based on Caliper Technology offered by Caliper or its Affiliates to perform microfluidic or miniaturization experimentation and having one or more -2-

fluidic chambers or channels where such chambers or channels have at least one cross-sectional dimension of less than about 500 microns. 1.12 "[ * ]" shall mean a System designed [ * ] and which the Parties intend to develop and commercialize pursuant to this Agreement. 1.13 "Component" shall mean one of the elements of a complete System, including but not limited to, the Chip, the Instrument, the System Software or a Reagent. 1.14 "Confidential Information" of a Party shall mean all information and know-how and any tangible

fluidic chambers or channels where such chambers or channels have at least one cross-sectional dimension of less than about 500 microns. 1.12 "[ * ]" shall mean a System designed [ * ] and which the Parties intend to develop and commercialize pursuant to this Agreement. 1.13 "Component" shall mean one of the elements of a complete System, including but not limited to, the Chip, the Instrument, the System Software or a Reagent. 1.14 "Confidential Information" of a Party shall mean all information and know-how and any tangible embodiments thereof provided by such Party to the other Party either in connection with the discussions and negotiations pertaining to this Agreement or in the course of performing this Agreement (including, without limitation, data; knowledge; practices; processes; ideas; research plans; engineering designs and drawings; research data; manufacturing processes and techniques; scientific, manufacturing, marketing and business plans; and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business), which information, know-how and tangible embodiments are reasonably considered to be proprietary and confidential by the disclosing Party and are designated as confidential in writing by the disclosing Party, whether by letter or by the use of an appropriate stamp or legend, prior to or at the time any such information, know-how or tangible embodiment is disclosed by the disclosing Party to the other Party. Notwithstanding the foregoing, information or know-how that is orally, electronically or visually disclosed by a Party, or is disclosed in writing or in some other tangible embodiment without an appropriate letter, stamp or legend, shall constitute Confidential Information of a Party (i) if the disclosing Party, within thirty (30) days after such disclosure, delivers to the other Party a written document or documents describing the information, know-how or other material, indicating the information, know-how or other material is confidential information of the disclosing Party, and referencing the place and date of such oral, visual, electronic or other disclosure and the names of the persons to whom such disclosure was made, or (ii) such information or knowhow is of the type that is customarily considered to be confidential information by persons engaged in activities that are substantially similar to the activities being engaged in by the disclosing Party (including, without limitation, software source code). Notwithstanding the foregoing, information or know-how shall not be deemed Confidential Information for purposes of this Agreement if such information or know-how: (a) was already known to the receiving Party or its Affiliates at the time of disclosure by the disclosing Party; (b) was part of the public domain at the time of its disclosure to the receiving Party; (c) became otherwise part of the public domain after its disclosure to the receiving Party through no fault of the receiving Party; (d) was disclosed to the receiving Party or its Affiliates by a third party who had no obligation to the disclosing Party not to disclose such information or know-how to others; or -3-

(e) was independently discovered or developed by the receiving Party or its Affiliates, as evidenced by their written records, without the use of Confidential Information belonging to the disclosing Party. 1.15 "Contract Quarter" shall mean each fiscal quarter of Bio-Rad, or portion thereof, during the term of this Agreement, as determined by Bio-Rad in a manner consistent with any commercially reasonable mechanism that Bio-Rad employs for its own financial reporting purposes. 1.16 "Development Workplan" shall mean a detailed plan and budget for the development and commercialization of the [ * ] or any other System agreed to by the Parties pursuant to Section 3.1. Unless otherwise agreed to by the Parties, each Development Workplan shall (i) follow Bio-Rad's product development process, (ii) include for each System covered by such Development Workplan phases for Definition and Feasibility, Development, and Commercialization, (iii) include deliverables for packaging, labeling and quality control protocols intended to be used for testing any Caliper Products, and (iv) set forth each Party's good faith guidelines and/or estimates with

(e) was independently discovered or developed by the receiving Party or its Affiliates, as evidenced by their written records, without the use of Confidential Information belonging to the disclosing Party. 1.15 "Contract Quarter" shall mean each fiscal quarter of Bio-Rad, or portion thereof, during the term of this Agreement, as determined by Bio-Rad in a manner consistent with any commercially reasonable mechanism that Bio-Rad employs for its own financial reporting purposes. 1.16 "Development Workplan" shall mean a detailed plan and budget for the development and commercialization of the [ * ] or any other System agreed to by the Parties pursuant to Section 3.1. Unless otherwise agreed to by the Parties, each Development Workplan shall (i) follow Bio-Rad's product development process, (ii) include for each System covered by such Development Workplan phases for Definition and Feasibility, Development, and Commercialization, (iii) include deliverables for packaging, labeling and quality control protocols intended to be used for testing any Caliper Products, and (iv) set forth each Party's good faith guidelines and/or estimates with respect to: (a) the features or specifications for the [ * ] or any such other System included in such Development Workplan; (b) the activities to be performed by each Party with respect to the development of the [ * ] or any such other System and any deliverables in connection therewith; (c) a detailed timeline for the completion of such activities and the delivery of such deliverables; (d) a budget with respect to such development activities that sets forth the FTEs to be committed by Caliper and other costs to be incurred by Caliper with respect to the development of the [ * ] or any such other System, and the allocation of any third party costs related to the project; (e) a schedule of all development systems, materials, Chips, Instruments, Reagents, software, and other products required to complete the development of the [ * ] or any such other System and any cost to each Party thereof; (f) a five (5) year non-binding forecast of sales of the [ * ] or any such other System; and (g) such other matters as the parties determine to be appropriate with respect to the [ * ] or any such other System. 1.17 "Experimental Method" shall mean a set of data or instructions, not necessarily in the form of software, used to control the Components of a System for performance of a particular application. For example, for a particular application the Experimental Method performs control of Instruments (e.g., control of Chip voltages and detection system) and defines the particular data interpretation algorithm, information presentation or information management routines in the System Software. -4-

1.18 "FTE" (full-time equivalent) shall mean one or more Caliper person(s), whether employees, contractors or consultants of Caliper, with expertise with respect to the technology development activities of the type contemplated by this Agreement, and who are working on and/or managing Development Workplan activities under this Agreement for the equivalent of one full-time employee's time (assuming a 40 hour work week). 1.19 "GAAP" shall mean, as of any time, generally accepted accounting principles as in effect in the United States at such time. 1.20 "Improvements" shall mean all inventions, improvements, discoveries, concepts, techniques, procedures, trade secrets and other technical information, whether or not patentable and all embodiments thereof. 1.21 "Instrument" shall mean all hardware in a System, other than Chips and any general purpose computer purchased by Bio-Rad from a third party vendor. 1.22 "Microfluidics Systems" shall mean any systems for manipulating fluid volumes or materials on or in a Chip.

1.18 "FTE" (full-time equivalent) shall mean one or more Caliper person(s), whether employees, contractors or consultants of Caliper, with expertise with respect to the technology development activities of the type contemplated by this Agreement, and who are working on and/or managing Development Workplan activities under this Agreement for the equivalent of one full-time employee's time (assuming a 40 hour work week). 1.19 "GAAP" shall mean, as of any time, generally accepted accounting principles as in effect in the United States at such time. 1.20 "Improvements" shall mean all inventions, improvements, discoveries, concepts, techniques, procedures, trade secrets and other technical information, whether or not patentable and all embodiments thereof. 1.21 "Instrument" shall mean all hardware in a System, other than Chips and any general purpose computer purchased by Bio-Rad from a third party vendor. 1.22 "Microfluidics Systems" shall mean any systems for manipulating fluid volumes or materials on or in a Chip. 1.23 "Net Revenue" shall mean [ * ] With respect to any product that is sold by Bio-Rad or its Affiliates or any group of related products that is sold by Bio-Rad or its Affiliates together in combination and in each case is comprised in part of a System or Component thereof and one or more other products or parts which could be sold separately (a "Combination Product"), Net Revenue shall be determined by [ * ] In the event that Bio-Rad or any of its Affiliates receives payment for any Instrument and/or Systems Software in a currency other than U.S. dollars, Bio-Rad shall convert such currency to U.S. dollars, in a manner consistent with GAAP and with any commercially reasonable mechanism that Bio-Rad employs for its own financial reporting purposes, for purposes of determining Net Revenue and the amount of royalties payable by Bio-Rad to Caliper pursuant to the terms of this Agreement. 1.24 "Object Code Form" shall mean a form of software code resulting from the translation or processing of a computer program in Source Code Form by a computer into machine language or intermediate code, which thus is in a form that would not be convenient to human understanding of the program logic, but which is appropriate for execution or interpretation by a computer. 1.25 "Patents" shall mean any and all patents, foreign or domestic, together with any substitutions, extensions, divisions, continuations, continuations-in-part, reexaminations, reissues, and renewals thereof, any supplementary protection certificates relating thereto, and any inventors' certificates, which have not been held invalid or unenforceable by a non-appealable or non-appealed decision of a court of competent jurisdiction, and all patent applications filed in any jurisdiction and any provisionals, divisionals, continuations, and continuations-in-part of such applications. -5-

1.26 "Persons" shall mean an individual, partnership, firm, corporation, limited liability company, joint venture, association, trust or other entity, or any governmental agency or political subdivision thereof. 1.27 "Project Manager" shall mean that person designated by each Party pursuant to Section 3.3 who shall be responsible for all technical matters pertaining to Development Workplan for that Party, including but not limited to the following responsibilities: (i) administering and coordinating the technical aspects of each Development Workplan; (ii) arranging meetings, visits and consultations relating to the technical aspects of each Development Workplan; (iii) coordinating the submission and acceptance of all deliverables, if any; (iv) coordinating the exchange of Confidential Information; and (v) preparing reports to the Strategic Steering Committee regarding the progress and status of Development Workplans. 1.28 [ * ]

1.26 "Persons" shall mean an individual, partnership, firm, corporation, limited liability company, joint venture, association, trust or other entity, or any governmental agency or political subdivision thereof. 1.27 "Project Manager" shall mean that person designated by each Party pursuant to Section 3.3 who shall be responsible for all technical matters pertaining to Development Workplan for that Party, including but not limited to the following responsibilities: (i) administering and coordinating the technical aspects of each Development Workplan; (ii) arranging meetings, visits and consultations relating to the technical aspects of each Development Workplan; (iii) coordinating the submission and acceptance of all deliverables, if any; (iv) coordinating the exchange of Confidential Information; and (v) preparing reports to the Strategic Steering Committee regarding the progress and status of Development Workplans. 1.28 [ * ] 1.29 "Reagent" shall mean a chemical or biochemical substance to be used with a Chip in a particular application. 1.30 "Script" shall mean a set of instructions (typically, a software file) that is sent to the Instrument to control the Chip environment and fluidic manipulations inside the Chip, including (i) control of the power sources used to apply and calibrate current and voltage across a Chip, (ii) control of the Chip environment, including temperature, (iii) focusing optical detection systems and selecting wavelength of excitation, and (iv) control of the temporal duration of parameters such as those set forth in (i), (ii), and (iii). Typically there will be a different Script for each application. 1.31 "Source Code Form" shall mean a form in which a computer program's logic is easily deduced by a human being with skill in the art, such as a printed listing of the program or a form from which a printed listing can be easily generated and shall include interpretive code such as perl or shell scripts. 1.32 "Strategic Steering Committee" or "SSC" shall mean the committee consisting of two senior management representatives from each of Bio-Rad and Caliper that will oversee the relationship between the Parties pursuant to the terms of this Agreement. 1.33 "System" shall mean a complete set of Chips, hardware (including the Instrument), software and reagents which (i) makes use of Caliper Technology to perform a particular task, experiment or chemical or biochemical manipulation, or series thereof, that a potential user of the System desires to perform and (ii) is developed by the Parties pursuant to this Agreement. System includes the [ * ]. 1.34 "System Software" shall mean all software used in a System. System Software defines and executes the Experimental Method for a particular application and includes, but is not limited to, instrument control software, data acquisition software, data interpretation software, information presentation software, information management software, and firmware (i.e., the software that physically resides in the Instrument and controls the hardware functions of -6-

the Instrument, communicates with the other functional modules in the System, and execute the Instrument control part of the Experimental Method for a particular application). 2. LICENSE RIGHTS AND OBLIGATIONS 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Caliper hereby grants to Bio-Rad and its Affiliates a worldwide license [ * ], during the term of this Agreement and thereafter to the extent expressly provided in this Agreement, under Caliper Technology (including without limitation any Caliper Improvements) to develop, manufacture, have manufactured for Bio-Rad and its Affiliates, use, market, distribute, sell, offer for sale and import the Instrument and Systems Software portions of the [ * ], and the Instrument and Systems Software portions of any other System developed by the Parties pursuant to a Development Workplan agreed to by the Parties pursuant to Section 3.1. [ * ] In connection with the license grant pursuant to this Section 2.1 [ * ].

the Instrument, communicates with the other functional modules in the System, and execute the Instrument control part of the Experimental Method for a particular application). 2. LICENSE RIGHTS AND OBLIGATIONS 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Caliper hereby grants to Bio-Rad and its Affiliates a worldwide license [ * ], during the term of this Agreement and thereafter to the extent expressly provided in this Agreement, under Caliper Technology (including without limitation any Caliper Improvements) to develop, manufacture, have manufactured for Bio-Rad and its Affiliates, use, market, distribute, sell, offer for sale and import the Instrument and Systems Software portions of the [ * ], and the Instrument and Systems Software portions of any other System developed by the Parties pursuant to a Development Workplan agreed to by the Parties pursuant to Section 3.1. [ * ] In connection with the license grant pursuant to this Section 2.1 [ * ]. 2.2 [ * ] 2.2.1 [ * ] 2.2.2 [ * ] 2.2.3 [ * ] 2.2.4 [ * ] 2.2.5 [ * ] 2.3 Royalty Obligations. In consideration of the rights and license granted herein, Bio-Rad agrees to pay to Caliper royalties with respect to the sale of [ * ] as follows: [ * ] [*] [*] In connection with the Parties' agreement on a Development Workplan for any other System, the Parties shall agree on a commercially reasonable royalty rate (expressed as a percentage of Net Revenue) and royalty structure that will be applicable with respect to sales of such System. 2.4 Reporting and Payment of Royalties. Within [ * ] calendar days after the end of each Contract Quarter during the term of this Agreement, Bio-Rad shall (i) furnish Caliper with a written report setting forth in reasonable detail (A) the aggregate amount of Net Revenue recognized by Bio-Rad or any of its Affiliates in respect of the sale of Systems during the preceding Contract Quarter, (B) the number of units of Systems and Chips sold during the preceding Contract Quarter by part number in each major territory, and the average selling price for such Systems and Chips by major territory, and (C) the aggregate amount of royalties due in U.S. Dollars for the preceding Contract Quarter pursuant to the provisions hereof; and (ii) pay to Caliper the aggregate amount of royalties shown to be payable by Bio-Rad in such report. All -7-

payments of royalties by Bio-Rad pursuant to this Agreement shall be made in U.S. Dollars by wire transfer of immediately available funds to the account designated in writing by Caliper from time to time. If Caliper wishes to contest any royalty report or the amount of royalties stated to be due therein, it shall do so in writing to Bio-Rad no later than [ * ] after the date of receipt of such report by Caliper, provided that this provision shall not prohibit Caliper from later contesting any Net Revenue figures in such report to the extent such figures could only reasonably be verified through inspection of Bio-Rad's or its Affiliates' records not provided with the royalty report. At Caliper's request, to be made not more than twice per calendar year, Bio-Rad shall provide a nonbinding forecast of the royalties that will be payable by Bio-Rad pursuant to this Section 2.4 for each of the next four (4) Contract Quarters.

payments of royalties by Bio-Rad pursuant to this Agreement shall be made in U.S. Dollars by wire transfer of immediately available funds to the account designated in writing by Caliper from time to time. If Caliper wishes to contest any royalty report or the amount of royalties stated to be due therein, it shall do so in writing to Bio-Rad no later than [ * ] after the date of receipt of such report by Caliper, provided that this provision shall not prohibit Caliper from later contesting any Net Revenue figures in such report to the extent such figures could only reasonably be verified through inspection of Bio-Rad's or its Affiliates' records not provided with the royalty report. At Caliper's request, to be made not more than twice per calendar year, Bio-Rad shall provide a nonbinding forecast of the royalties that will be payable by Bio-Rad pursuant to this Section 2.4 for each of the next four (4) Contract Quarters. 2.5 Records. Bio-Rad agrees to keep for four (4) years following each Contract Quarter adequate and sufficiently detailed records regarding the sale of Systems and Components during such Contract Quarter by BioRad or any of its Affiliates to enable royalties payable hereunder to be determined. Bio-Rad shall provide such records for inspection by independent accountants selected by Caliper and reasonably acceptable to Bio-Rad at any time upon reasonable advance notice during Bio-Rad's regular business hours up to a maximum of [ * ] per calendar year. Bio-Rad agrees that any additional available records of Bio-Rad or any of its Affiliates, as Caliper may reasonably determine are necessary to verify the above records, shall also be provided to the independent accountants selected by Caliper and reasonably acceptable to Bio-Rad for inspection during such four (4) year period. If the inspection discloses that Caliper was underpaid royalties by at least [ * ] for any Contract Quarter, then Bio-Rad shall reimburse Caliper for any documented and reasonable costs associated with the inspection, together with an amount equal to the additional royalties to which Caliper is entitled as determined by the inspection. 2.6 Withholding Taxes. In the event that Bio-Rad is required to withhold taxes under the laws of any foreign country for the account of Caliper, then such payments will be made by Bio-Rad on behalf of Caliper to the appropriate governmental authority, and Bio-Rad shall furnish proof of payment of such tax together with official or other appropriate evidence issued by the appropriate government authority. Any such tax actually paid on Caliper's behalf shall be deducted from royalty payments then due and owing Caliper. 2.7 Interest on Late Payments. Should Bio-Rad fail to make any payment to Caliper within the time period prescribed for such payment, then the unpaid amount shall bear interest at the lesser of (i) [ * ] or (ii) the greatest amount permitted by law, from the date when payment was due until payment in full, with interest, is made. 2.8 Prosecution and Maintenance; Enforcement. Caliper shall control and pay for the prosecution and maintenance of, and any enforcement of, the Caliper Patents. Caliper may abandon any issued or granted Caliper Patent in its sole discretion [ * ]. 2.9 License for Caliper Materials. In the event that Bio-Rad and Caliper agree that it would be mutually beneficial to the Parties for Bio-Rad to manufacture or to have manufactured any of the Caliper Materials, rather than to purchase such Caliper Material from Caliper pursuant to Article 6, the Parties shall negotiate a royalty-bearing license agreement covering -8-

such Caliper Materials (at a royalty rate not to exceed [ * ] of net revenue attributable to such Caliper Material) to enable Bio-Rad to manufacture or to have manufactured such Caliper Materials. 2.10 Product Marking. Upon the Parties mutual agreement, Bio-Rad shall (i) affix appropriate markings of the applicable Caliper Technology upon or in association with Bio-Rad's Systems or the packaging thereof, as required under 35 U.S.C. 287, and (ii) cause its Affiliates also to mark such Systems consistent with the terms of this Agreement. 3. DEVELOPMENT OF SYSTEMS 3.1 Initiation of Development Workplans. Projects for the development of Systems shall be implemented through Development Workplans executed by the Parties and incorporated by reference herein. The Development Workplan for the [ * ] is attached to this Agreement as SCHEDULE 3.1, which the Parties shall commence

such Caliper Materials (at a royalty rate not to exceed [ * ] of net revenue attributable to such Caliper Material) to enable Bio-Rad to manufacture or to have manufactured such Caliper Materials. 2.10 Product Marking. Upon the Parties mutual agreement, Bio-Rad shall (i) affix appropriate markings of the applicable Caliper Technology upon or in association with Bio-Rad's Systems or the packaging thereof, as required under 35 U.S.C. 287, and (ii) cause its Affiliates also to mark such Systems consistent with the terms of this Agreement. 3. DEVELOPMENT OF SYSTEMS 3.1 Initiation of Development Workplans. Projects for the development of Systems shall be implemented through Development Workplans executed by the Parties and incorporated by reference herein. The Development Workplan for the [ * ] is attached to this Agreement as SCHEDULE 3.1, which the Parties shall commence performing on the Effective Date. The members of the Strategic Steering Committee shall meet at least once per calendar quarter to discuss potential Systems to be developed hereunder and to review the progress under approved Development Workplans. If and when the Parties decide to proceed with the development and commercialization of a System, the Project Managers for each Party shall prepare a Development Workplan for such System for review and approval by the Strategic Steering Committee. The Development Workplan shall include a plan and budget for activities of Caliper personnel specifically directed to developing and supporting the System covered by such Development Workplan, which shall separately set forth the Caliper FTE activities that shall be funded by Bio-Rad. Bio-Rad shall provide funding for such Caliper FTE activities pursuant to the provisions of Section 3.7. No new Development Workplan shall become effective unless and until such Development Workplan is executed by the Chief Executive Officer of Caliper and the Chief Executive Officer of Bio-Rad. 3.2 Allocation of Development Responsibilities. Unless otherwise specified in a Development Workplan, the Parties shall have the following responsibilities with respect to Systems developed under a Development Workplan: (a) Caliper shall have exclusive engineering responsibility for Chips. (b) Bio-Rad shall have primary engineering responsibility for Instruments, overall System integration and applications, subject to Caliper's engineering responsibilities described in paragraph (a). Bio-Rad shall have responsibility for the overall system integration of Systems, meaning that Bio-Rad shall make recommendations to Caliper for each element for which Caliper has engineering responsibility regarding the performance characteristics of such element that are necessary to ensure that all elements function as a complete System when assembled together. (c) The engineering responsibility for System Software, Scripts, Reagents and Experimental Method will be allocated between Caliper and Bio-Rad in each Development Workplan. -9-

3.3 Management of Development Workplans. Caliper and Bio-Rad shall each designate a Project Manager who together shall jointly plan and oversee all Development Workplan activities carried out under this Agreement, monitor the progress of such activities, and prepare reports on such progress for the Strategic Steering Committee. At the request of one Party's Project Manager (to be made not more than once per Contract Quarter), the other Party's Project Manager shall provide the requesting Project Manager with a confidential written report, within thirty (30) days after such request is made, summarizing the activities undertaken and the results achieved under the applicable Development Workplan since the date of the last such written report. Each Party shall, within ten (10) business days after the Effective Date, appoint its initial Project Manager for development projects under this Agreement and notify the other Party in writing as to whom such Party has designated as its Project Manager hereunder. Either Party, in its sole discretion, may replace its Project Manager by delivering written notice to the other Party. The Parties shall coordinate their efforts through the Project Managers for each Development Workplan, but each Party shall be solely responsible for managing the personnel and other resources it allocates to performing its designated tasks under each Development Workplan.

3.3 Management of Development Workplans. Caliper and Bio-Rad shall each designate a Project Manager who together shall jointly plan and oversee all Development Workplan activities carried out under this Agreement, monitor the progress of such activities, and prepare reports on such progress for the Strategic Steering Committee. At the request of one Party's Project Manager (to be made not more than once per Contract Quarter), the other Party's Project Manager shall provide the requesting Project Manager with a confidential written report, within thirty (30) days after such request is made, summarizing the activities undertaken and the results achieved under the applicable Development Workplan since the date of the last such written report. Each Party shall, within ten (10) business days after the Effective Date, appoint its initial Project Manager for development projects under this Agreement and notify the other Party in writing as to whom such Party has designated as its Project Manager hereunder. Either Party, in its sole discretion, may replace its Project Manager by delivering written notice to the other Party. The Parties shall coordinate their efforts through the Project Managers for each Development Workplan, but each Party shall be solely responsible for managing the personnel and other resources it allocates to performing its designated tasks under each Development Workplan. 3.4 Reports to SSC; Amendment of Development Workplans. Unless each of the Parties otherwise agrees, for so long as there are any ongoing activities under an approved Development Workplan, the Project Managers shall meet at least once per calendar quarter with the Strategic Steering Committee to report on the activities undertaken and the results achieved under each outstanding Development Workplan, including project milestones achieved, project resourcing, and project management. The members of the Strategic Steering Committee shall assess the progress of each Development Workplan, and discuss any amendments proposed by either Party to any of the outstanding Development Workplans. Amendments or other modifications of approved Development Workplans may be made only with the unanimous written approval of the Strategic Steering Committee. 3.5 Termination of Development Workplans. 3.5.1 Termination at the End of a Phase. Each Development Workplan shall include, for the product covered by such Development Workplan, phases for Definition and Feasibility, Development, and Commercialization. Transition from one Development Workplan phase to the next will require successful completion of required milestones, as determined by the Strategic Steering Committee. Each Party will be entitled to terminate further work on a Development Workplan at the completion of the Definition and Feasibility phase and at the completion of the Development phase. If a Development Workplan is terminated by either Party at the end of the Definition and Feasibility phase, neither Party will have any obligations to the other Party with respect to the further development or commercialization of the System covered by the terminated Development Workplan. If a Development Workplan is terminated by one Party at the end of the Development phase, and the other Party desires to continue the development of the System covered by the terminated Development Workplan, the Party terminating the Development Workplan shall [ * ]. In the event Caliper terminates a Development Workplan after the Development phase and Bio-Rad desires to continue with the commercialization of the subject System, Caliper shall also [ * ]. -10-

3.5.2 Termination Due to Infringement. Notwithstanding anything in this Agreement to the contrary, either Party may elect at any time to cease developing any System pursuant to an approved Development Workplan if (i) such Party reasonably determines, on advice of independent patent counsel approved by both Parties, that the System contemplated by such Development Workplan poses a substantial risk of infringing third party intellectual property rights and (ii) either Party has not eliminated or substantially mitigated such risk (either by obtaining a license from such third party or modifying the System in a manner reasonably acceptable to each Party) within a commercially reasonable time period. If one Party desires to continue the development of the System covered by such terminated Development Workplan notwithstanding the other Party's conclusions regarding third party infringement, the Party terminating the Development Workplan shall [ * ]. In the event Caliper elects to cease developing any System under this Section 3.5.2 and Bio-Rad desires to continue with the commercialization of the subject System, Caliper shall also [ * ] 3.5.3 Termination Due to Non-Performance. If one Party fails to substantially perform under and in accordance with an approved Development Workplan and if, within [ * ] after written notice of such substantial nonperformance by the performing Party, the non-performing Party fails to remedy such non-performance, the performing Party shall have, in addition to any other rights and remedies available under this Agreement, the right

3.5.2 Termination Due to Infringement. Notwithstanding anything in this Agreement to the contrary, either Party may elect at any time to cease developing any System pursuant to an approved Development Workplan if (i) such Party reasonably determines, on advice of independent patent counsel approved by both Parties, that the System contemplated by such Development Workplan poses a substantial risk of infringing third party intellectual property rights and (ii) either Party has not eliminated or substantially mitigated such risk (either by obtaining a license from such third party or modifying the System in a manner reasonably acceptable to each Party) within a commercially reasonable time period. If one Party desires to continue the development of the System covered by such terminated Development Workplan notwithstanding the other Party's conclusions regarding third party infringement, the Party terminating the Development Workplan shall [ * ]. In the event Caliper elects to cease developing any System under this Section 3.5.2 and Bio-Rad desires to continue with the commercialization of the subject System, Caliper shall also [ * ] 3.5.3 Termination Due to Non-Performance. If one Party fails to substantially perform under and in accordance with an approved Development Workplan and if, within [ * ] after written notice of such substantial nonperformance by the performing Party, the non-performing Party fails to remedy such non-performance, the performing Party shall have, in addition to any other rights and remedies available under this Agreement, the right to terminate such Development Workplan. In addition, [ * ]. [ * ] 3.5.4 Royalty Rate for [ * ]. Notwithstanding anything to the contrary set forth in this Section 3.5, in the event that Caliper terminates the Development Workplan for the [ * ] pursuant to either Section 3.5.1 or 3.5.2 and Bio-Rad desires to continue with the development and commercialization of such System, [ * ] 3.5.5 Indemnification. In the event that a Party elects to proceed with the development and commercialization of a System after the termination of the Development Workplan for such System pursuant to Section 3.5.2, such Party shall defend, indemnify and hold harmless the other Party and all of its officers, directors, employees and agents from and against any and all damages, awards, costs and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) (collectively, "Losses") incurred by any indemnified Party in connection with any claim, demand, law suit or other legal action by any third party against such indemnified Party that arises from or occurs as a result of development or commercialization of such System after termination of the applicable Development Workplan, provided that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of the negligence or intentional misconduct of an indemnified Party. 3.6 Due Diligence; Exchange of Information. Upon the effectiveness of any Development Workplan, Caliper and Bio-Rad agree to use [ * ] efforts to perform the development activities as described in each Development Workplan, in accordance with the terms of this Agreement and such Development Workplan, until such Workplan is completed in accordance with the terms thereof or terminated in accordance with Section 3.5. Without limiting the foregoing, each Party shall assign such of its staff to each Development Workplan activity for which it has responsibility as it shall deem appropriate, in its sole discretion, to fulfill its responsibilities under this Agreement and such Development Workplan. Each Party also shall share with the other Party relevant information in its possession that is necessary or useful for the -11-

development of a System pursuant to an agreed upon Development Workplan, provided that such Party is not prohibited from disclosing such information to the other Party pursuant to the terms of an agreement with a third party. Notwithstanding the foregoing, because Caliper may be working with other third parties on the development of products incorporating Caliper Technology for applications or market segments of interest to Bio-Rad, Caliper shall not be required to share any information with Bio-Rad regarding other applications, marketing strategies or potential market segments for products incorporating Caliper Technology. 3.7 Funding of Caliper Development Workplan Activities. 3.7.1 Development Workplan FTE Funding. Bio-Rad shall provide funding for Development Workplan activities provided by Caliper and specified as subject to funding by Bio-Rad in an approved Development Workplan under this Article 3 at the rate of [ * ] per FTE per year; [ * ]; [ * ]. Each Development Workplan, as amended from time to time with the approval of the Strategic Steering Committee, shall set forth the authorized number of Caliper FTEs for Development Workplan activities for each phase of activities under such Development

development of a System pursuant to an agreed upon Development Workplan, provided that such Party is not prohibited from disclosing such information to the other Party pursuant to the terms of an agreement with a third party. Notwithstanding the foregoing, because Caliper may be working with other third parties on the development of products incorporating Caliper Technology for applications or market segments of interest to Bio-Rad, Caliper shall not be required to share any information with Bio-Rad regarding other applications, marketing strategies or potential market segments for products incorporating Caliper Technology. 3.7 Funding of Caliper Development Workplan Activities. 3.7.1 Development Workplan FTE Funding. Bio-Rad shall provide funding for Development Workplan activities provided by Caliper and specified as subject to funding by Bio-Rad in an approved Development Workplan under this Article 3 at the rate of [ * ] per FTE per year; [ * ]; [ * ]. Each Development Workplan, as amended from time to time with the approval of the Strategic Steering Committee, shall set forth the authorized number of Caliper FTEs for Development Workplan activities for each phase of activities under such Development Workplan. The Parties may change this FTE commitment only by mutual agreement. The management activities of the Caliper members of the SSC are not intended to be FTEs hereunder. Bio-Rad shall not be responsible for any FTE costs incurred by Caliper that have not been included in an approved Development Workplan (including amendments approved by the SSC) or that have not been approved in advance in writing by Bio-Rad's Project Manager, and Caliper shall not be obligated to perform any development activities unless such activities have been authorized in an approved Development Workplan (including approved amendments) or have been so approved by Bio-Rad's Project Manager in writing. 3.7.2 Reporting, Reconciliation and Payment of FTEs. Bio-Rad's funding for Caliper FTEs shall be paid in advance in quarterly installments due [ * ] after the beginning of each Contract Quarter. The funding for each Contract Quarter shall be based on the number of Caliper FTEs scheduled in all approved Development Workplans (including amendments approved by the SSC) for such quarter, or which have been separately approved in writing by Bio-Rad's Project Manager. Within thirty (30) days after the end of each Contract Quarter, Caliper shall deliver a report in reasonable detail to Bio-Rad describing the actual time applied to BioRad-funded Development Workplan tasks for each approved Development Workplan during such quarter. Requests at any time for Caliper FTE support for an approved Development Workplan in excess of the amounts set forth in such approved Development Workplan for the next four (4) Contract Quarter shall be subject to mutual agreement. In any event, during the month of January the Parties shall reconcile any discrepancy between funding and actual Caliper FTE time provided during the immediately preceding four (4) consecutive Contract Quarters, unless there was no active Development Workplan during any of such quarters. If actual Caliper FTE time is less than the funding provided, Caliper shall refund the difference or credit it towards the next contract Quarter's funding, at Bio-Rad's option. If actual Caliper FTE time exceeds the funding provided, Caliper may invoice Bio-Rad for the difference but Bio-Rad shall not be obliged to pay such amount unless such time was previously authorized by Bio-Rad in writing. 3.7.3 Development Workplan Expenses. In addition to the FTE funding described in Section 3.7.1, Bio-Rad shall reimburse Caliper for [ * ]. Bio-Rad shall not be -12-

responsible for any such individual expense incurred by Caliper in excess of [ * ] that has not been approved in advance in writing by Bio-Rad's Project Manager, and Caliper shall not be obligated to incur any such expense in connection with its development activities unless such expense has been approved by Bio-Rad in writing. Caliper shall submit an itemized statement of all Development Workplan expenses to be reimbursed by Bio-Rad for each Contract Quarter, which shall be payable by Bio-Rad within [ * ] after receipt. 3.7.4 Prototypes. In connection with the development of Systems pursuant to approved Development Workplans, at the request of Bio-Rad, Caliper shall provide prototype Chips or other Components to Bio-Rad for testing and analysis [ * ]. Caliper shall submit an invoice for such prototype Chips upon delivery of such Chips to Bio-Rad, which shall be payable by Bio-Rad within [ * ] after receipt. 3.8 Development Workplan Software. Each Development Workplan shall set forth any rights and obligations of

responsible for any such individual expense incurred by Caliper in excess of [ * ] that has not been approved in advance in writing by Bio-Rad's Project Manager, and Caliper shall not be obligated to incur any such expense in connection with its development activities unless such expense has been approved by Bio-Rad in writing. Caliper shall submit an itemized statement of all Development Workplan expenses to be reimbursed by Bio-Rad for each Contract Quarter, which shall be payable by Bio-Rad within [ * ] after receipt. 3.7.4 Prototypes. In connection with the development of Systems pursuant to approved Development Workplans, at the request of Bio-Rad, Caliper shall provide prototype Chips or other Components to Bio-Rad for testing and analysis [ * ]. Caliper shall submit an invoice for such prototype Chips upon delivery of such Chips to Bio-Rad, which shall be payable by Bio-Rad within [ * ] after receipt. 3.8 Development Workplan Software. Each Development Workplan shall set forth any rights and obligations of the Parties with respect to the development of any Systems Software to be developed in connection therewith. The rights and obligations of the Parties with respect to any such Systems Software shall be governed by this Agreement. Except as expressly provided under this Agreement, no other rights are granted under this Agreement with respect to any software of the Parties. 3.8.1 Restrictions. Except as otherwise expressly permitted under this Agreement, neither Party shall (i) decompile, disassemble or otherwise reverse engineer any software code licensed hereunder; (ii) use, copy or distribute any software code licensed hereunder or any documentation thereof, directly or indirectly, except as otherwise expressly permitted under this Agreement; or (iii) enhance, modify or create derivative works of any software code licensed hereunder, except as otherwise expressly permitted under this Agreement. 3.8.2 Treatment of Source Code Form. Each Party shall store the Source Code Form of any software it receives from the other Party on no more than [ * ] client computers at the receiving Party's facility and in files on each computer which are password protected and which can only be accessed by authorized people having a need to access such source code solely for use in accordance with the license grants set forth in this Agreement. 3.8.3 Support. Nothing in this Agreement shall obligate either Party or its Affiliates to provide any support, updates and/or upgrades for any software code licensed under this Agreement unless such support is expressly provided in an approved Development Workplan. 3.8.4 Third Party Software. Neither Party shall use or incorporate any third party software into any Systems Software without the prior written consent of the other Party, which consent shall not be unreasonably withheld. In the event the Parties agree to incorporate any third party software into any Systems Software, a description of such software shall be attached to the Development Workplan for such System and Bio-Rad shall be responsible for the payment of any reasonable fees associated with such third party software; provided that notwithstanding anything to the contrary contained herein, except to the extent otherwise expressly agreed to by Bio-Rad in writing, Bio-Rad shall have no obligation to pay Caliper any royalties in respect of sales of any third party software. -13-

3.8.5 Disclaimer of Warranty. Nothing in this Agreement shall be construed as a representation made or warranty given by any Party that any software code will be operated without interruption or will be error-free. 3.9 Order of Precedence. To the extent any terms and conditions of the main body of this Agreement conflict with the terms and conditions of a Development Workplan, the terms and conditions of the Development Workplan shall control. 4. INTELLECTUAL PROPERTY 4.1 Ownership of Improvements and Software. 4.1.1 Ownership of Improvements. Each Party shall own all Improvements, whether patentable or not, conceived and reduced to practice solely by its employees, consultants or agents in the course of performing any

3.8.5 Disclaimer of Warranty. Nothing in this Agreement shall be construed as a representation made or warranty given by any Party that any software code will be operated without interruption or will be error-free. 3.9 Order of Precedence. To the extent any terms and conditions of the main body of this Agreement conflict with the terms and conditions of a Development Workplan, the terms and conditions of the Development Workplan shall control. 4. INTELLECTUAL PROPERTY 4.1 Ownership of Improvements and Software. 4.1.1 Ownership of Improvements. Each Party shall own all Improvements, whether patentable or not, conceived and reduced to practice solely by its employees, consultants or agents in the course of performing any Development Workplan. Caliper and Bio-Rad shall jointly own all Improvements, whether patentable or not, conceived and reduced to practice jointly by employees, consultants or agents of both Parties in the course of performing any Development Workplan. Each Party shall execute all documents and take all actions reasonably necessary to perfect such ownership rights of the other Party and to enable the filing of Patent applications. Inventorship shall be determined under U.S. patent laws. The Parties shall reasonably cooperate with one another in connection with the prosecution and defense of Patents and applications with respect to jointly owned Improvements, and shall share equally in any costs and expenses incurred in connection therewith. If at any time one Party declines to fund the prosecution or maintenance of a Patent pursued by the other Party with respect to a joint Improvement, the declining Party shall immediately, and does hereby, assign all of its right, title and interest in and to such joint Improvement to the other Party, and shall provide such support as the other Party may reasonably request in the prosecution of such Patent. 4.1.2 Ownership of Software. Each Party shall own all software code (in Object Code Form or Source Code Form) that is conceived and reduced to practice or otherwise developed in the course of performing any Development Workplan solely by its employees, consultants or agents. Caliper and Bio-Rad shall jointly own all software code (in Object Code Form or Source Code Form) conceived and reduced to practice, or otherwise developed, jointly by employees, consultants or agents of both parties in the course of performing any Development Workplan. Each Party shall execute all documents and take all actions reasonably necessary to perfect such ownership rights of the other Party and to enable the filing of any copyright registrations or Patent applications, as the case may be, with respect thereto. 4.2 License Rights to Development Intellectual Property. 4.2.1 License Rights to Improvements Owned by Caliper. Caliper hereby grants to Bio-Rad and its Affiliates a [ * ] license under any Improvements or software made during the course of performing a Development Workplan and solely owned by Caliper pursuant to Sections 4.1.1 and 4.1.2, other than any such Improvements or software that constitute Caliper Improvements, for which no license or other rights are granted to Bio-Rad or its Affiliates pursuant to this Section 4.2.1. [ * ] -14-

4.2.2 License Rights to Improvements Owned by Bio-Rad. Bio-Rad hereby grants to Caliper and its Affiliates a [ * ] license, under any Improvements or software made during the course of performing a Development Workplan and solely owned by Bio-Rad pursuant to Sections 4.1.1 and 4.1.2, other than any such Improvements or software that constitute Bio-Rad Improvements, for which no license or other rights are granted to Caliper or its Affiliates pursuant to this Section 4.2.2. [ * ] 4.3 Notification of Improvements. During the term of this Agreement, each Party agrees to disclose promptly to the other Party each Improvement made by such Party in the performance of Development Workplans pursuant to this Agreement or otherwise relating to any System developed by the Parties pursuant to this Agreement, specifically pointing out the features or concepts of such Improvement which such Party believes to be new or different. 4.4 Delivery of Source Code. Each Party agrees to deliver to the other Party any software to which such Party

4.2.2 License Rights to Improvements Owned by Bio-Rad. Bio-Rad hereby grants to Caliper and its Affiliates a [ * ] license, under any Improvements or software made during the course of performing a Development Workplan and solely owned by Bio-Rad pursuant to Sections 4.1.1 and 4.1.2, other than any such Improvements or software that constitute Bio-Rad Improvements, for which no license or other rights are granted to Caliper or its Affiliates pursuant to this Section 4.2.2. [ * ] 4.3 Notification of Improvements. During the term of this Agreement, each Party agrees to disclose promptly to the other Party each Improvement made by such Party in the performance of Development Workplans pursuant to this Agreement or otherwise relating to any System developed by the Parties pursuant to this Agreement, specifically pointing out the features or concepts of such Improvement which such Party believes to be new or different. 4.4 Delivery of Source Code. Each Party agrees to deliver to the other Party any software to which such Party has license rights pursuant to Section 4.2 in Source Code Form, and transfer to the other Party any know-how required for such Party to be able to interpret and use such software. 5. COMMERCIALIZATION OF SYSTEMS 5.1 Manufacturing Systems. 5.1.1 Manufacture by Caliper. Caliper shall have the exclusive right to manufacture, and supply to Bio-Rad pursuant to the terms of Article 6, all Chips included in Systems sold by Bio-Rad. Caliper may engage other Persons to manufacture and supply Chips to Bio-Rad, provided that Caliper retains ultimate responsibility for such Chips. 5.1.2 Manufacture by Bio-Rad. Bio-Rad shall have the exclusive right to manufacture (or to have manufactured for it) all Instruments, System Software, and other Components other than Chips and Reagents. Bio-Rad may engage other Persons (including Caliper) to manufacture and supply such Instruments, System Software and other Components, provided that Bio-Rad retains ultimate responsibility for such Instruments, System Software and other Components. 5.1.3 Reagents. The Parties shall agree from time to time during the term of this Agreement which Party shall have responsibility for manufacturing or procuring from third Persons any Reagent included with a System, and in the event that Caliper is the party designated to manufacture or procure any Reagent, whether such Reagent will be supplied to Bio-Rad in bulk or kitted form. 5.2 Marketing of Systems. 5.2.1 Scope. Bio-Rad and its Affiliates shall have the exclusive right to market, sell and distribute, and to provide customer support for, Systems and Components (other than Chips and Reagents) in the manner they deem appropriate in their sole discretion, including the determination of prices to end-user customers of Systems and Components. All such marketing, selling, distribution, and customer support shall be provided by Bio-Rad at its expense. Unless the Parties otherwise agree in connection with the their agreement on a Development Plan for a -15-

System, [ * ] as agreed by the Parties in connection with the Development Plan for such System. The agreed upon [ * ] is attached hereto as SCHEDULE 5.2.1. Subject to the terms of the following paragraph, [ * ] In the event that either [ * ]. 5.2.2 [ * ] 5.2.3 Advertising, Promotional and Educational Materials. The Parties shall mutually establish guidelines for the use of Bio-Rad's and Caliper's corporate names, logos and trademarks in written sales, promotional, educational and advertising materials relating to Systems. All such written and visual materials and all documentary

System, [ * ] as agreed by the Parties in connection with the Development Plan for such System. The agreed upon [ * ] is attached hereto as SCHEDULE 5.2.1. Subject to the terms of the following paragraph, [ * ] In the event that either [ * ]. 5.2.2 [ * ] 5.2.3 Advertising, Promotional and Educational Materials. The Parties shall mutually establish guidelines for the use of Bio-Rad's and Caliper's corporate names, logos and trademarks in written sales, promotional, educational and advertising materials relating to Systems. All such written and visual materials and all documentary information and promotional materials shall not portray Bio-Rad, Caliper, and their respective corporate names, logos and trademarks in a manner contrary to their respective roles under this Agreement. 5.3 Customer Support. Bio-Rad shall, at its expense, manage the customer interface and provide a first level of service and support to end-user customers for all Systems. Bio-Rad shall provide Caliper with a quarterly written report describing in reasonable detail any customer complaints regarding the quality or performance of Systems or Components, as well as the resolution of each such complaint. Bio-Rad shall be solely responsible for determining the suitability of any System or Component for any proposed application of such System or Component, other than any applications for which Caliper and Bio-Rad have agreed in writing are suitable applications for such System and/or Components. For purposes of this Section 5.3, the Parties agree that the [ * ] applications described in the Development Workplan for the [ * ] are suitable applications for such System. Caliper shall provide such backup technical support to Bio-Rad as Bio-Rad may reasonably request. 5.4 Due Diligence. Bio-Rad shall use [ * ] efforts in marketing, promoting, selling and supporting Systems. 5.5 Other Caliper Collaborations. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be interpreted to limit or prevent Caliper from manufacturing for, or selling or otherwise making available to, any other Person any Chip, Caliper Material or Caliper Product Software that has the same or substantially the same design or functionality as any Chip, Caliper Material or Caliper Product Software intended for use in the [ * ] or any other System developed by the Parties pursuant to this Agreement, provided that during the term of this Agreement, [ * ]. -16-

6. SUPPLY OF PRODUCTS BY CALIPER 6.1 Purchase and Sale; Resale by Bio-Rad. Subject to the terms and conditions of this Agreement, Caliper agrees to sell Caliper Products to Bio-Rad, and Bio-Rad agrees to purchase Caliper Products from Caliper, for resale by Bio-Rad. Subject to the terms and conditions of this Agreement, Caliper agrees to sell to Bio-Rad all of Bio-Rad's requirements for Chips and any other proprietary Caliper Products necessary for a System and BioRad agrees to purchase from Caliper all of its requirements for Chips and such other proprietary Caliper Products, and not to manufacture any Chips and such other proprietary Caliper Products, except as may otherwise be expressly agreed in writing by the Parties. [ * ] Bio-Rad represents and agrees that (i) the primary use for Caliper Products purchased by Bio-Rad under this Agreement will be for resale by Bio-Rad, and (ii) the Caliper Products purchased from Caliper hereunder will not be resold under any trademark, trade name or brand name other than as set forth in Section 5.2.2. 6.2 Forecasting; Firm Purchase Commitments. Beginning with the Contract Quarter immediately preceding the Contract Quarter in which Bio-Rad expects to begin commercial sales of Systems, Bio-Rad shall provide to Caliper, by the [ * ], Bio-Rad's written, good-faith forecast of the quantity of each Caliper Product that Bio-Rad anticipates it will order in each month during the following twelve-month period (each, a "Forecast"). Each Forecast shall be delivered in substantially the form attached hereto as SCHEDULE 6.2. Unless Caliper otherwise agrees in writing, Bio-Rad shall be obligated to purchase the quantity of Caliper Products set forth in the first [ * ] of each Forecast, and each Forecast shall be deemed to be a purchase order for the quantity of Caliper Products set forth for each month in the first [ * ] period of such Forecast, for delivery in the weeks specified in such Forecast. The quantity of any Caliper Product set forth for any month in the second [ * ] period

6. SUPPLY OF PRODUCTS BY CALIPER 6.1 Purchase and Sale; Resale by Bio-Rad. Subject to the terms and conditions of this Agreement, Caliper agrees to sell Caliper Products to Bio-Rad, and Bio-Rad agrees to purchase Caliper Products from Caliper, for resale by Bio-Rad. Subject to the terms and conditions of this Agreement, Caliper agrees to sell to Bio-Rad all of Bio-Rad's requirements for Chips and any other proprietary Caliper Products necessary for a System and BioRad agrees to purchase from Caliper all of its requirements for Chips and such other proprietary Caliper Products, and not to manufacture any Chips and such other proprietary Caliper Products, except as may otherwise be expressly agreed in writing by the Parties. [ * ] Bio-Rad represents and agrees that (i) the primary use for Caliper Products purchased by Bio-Rad under this Agreement will be for resale by Bio-Rad, and (ii) the Caliper Products purchased from Caliper hereunder will not be resold under any trademark, trade name or brand name other than as set forth in Section 5.2.2. 6.2 Forecasting; Firm Purchase Commitments. Beginning with the Contract Quarter immediately preceding the Contract Quarter in which Bio-Rad expects to begin commercial sales of Systems, Bio-Rad shall provide to Caliper, by the [ * ], Bio-Rad's written, good-faith forecast of the quantity of each Caliper Product that Bio-Rad anticipates it will order in each month during the following twelve-month period (each, a "Forecast"). Each Forecast shall be delivered in substantially the form attached hereto as SCHEDULE 6.2. Unless Caliper otherwise agrees in writing, Bio-Rad shall be obligated to purchase the quantity of Caliper Products set forth in the first [ * ] of each Forecast, and each Forecast shall be deemed to be a purchase order for the quantity of Caliper Products set forth for each month in the first [ * ] period of such Forecast, for delivery in the weeks specified in such Forecast. The quantity of any Caliper Product set forth for any month in the second [ * ] period of any Forecast may not be increased for such month by more than [ * ] in the next delivered Forecast without the written consent of Caliper. In addition, in the event that [ * ] Subject to Section 6.4, if Bio-Rad desires to purchase a quantity of any Caliper Product in excess of the amount for such Caliper Product set forth in the first [ * ] of the most recent Forecast, Caliper shall use [ * ] efforts to supply such greater quantity by the specified delivery dates, provided that Caliper shall in no event be required to supply timely that amount of Caliper Products which is in excess of [ * ] of the amount set forth in the most recent Forecast. 6.3 Shelf-Life of Delivered Products. Unless Bio-Rad otherwise agrees in writing, Caliper shall not deliver any Caliper Products to Bio-Rad that have a remaining shelf-life, as of the date of delivery, of less than [ * ]; provided that [ * ]. The Parties shall collectively evaluate the current shelf life of Caliper Products, identify opportunities to extend such shelf life and seek to optimize supply chain processes so that end-user customers receive a greater apportionment of the total available shelf life for purchased Caliper Products. 6.4 Purchase Orders and Delivery. Bio-Rad shall purchase Caliper Products by submitting purchase orders for Caliper Products to Caliper or, in the case of quantities of Caliper Products set forth in the first [ * ] of each Forecast, a Forecast for such Caliper Products. Bio-Rad's purchase of Caliper Products shall be subject to any minimum order quantities reasonably specified by Caliper from time to time. Each such purchase order must also allow for Caliper's -17-

reasonably established lead-time for the applicable Caliper Product from the date of Caliper's receipt of each purchase order for delivery. Caliper's current minimum order quantities and standard lead times for each Caliper Product are set forth in SCHEDULE 6.4 attached hereto. Caliper may make reasonable changes to its minimum order quantities and standard lead times for any Caliper Product on not less than [ * ] written notice to Bio-Rad. 6.5 Pricing. [ * ]. [*] Unless otherwise agreed by the Parties in writing, all prices for Caliper Products are based on Caliper's delivery of Chips to Bio-Rad [ * ]. In the event Bio-Rad requests any modification to the applicable specification of any of the Caliper Products, [*]

reasonably established lead-time for the applicable Caliper Product from the date of Caliper's receipt of each purchase order for delivery. Caliper's current minimum order quantities and standard lead times for each Caliper Product are set forth in SCHEDULE 6.4 attached hereto. Caliper may make reasonable changes to its minimum order quantities and standard lead times for any Caliper Product on not less than [ * ] written notice to Bio-Rad. 6.5 Pricing. [ * ]. [*] Unless otherwise agreed by the Parties in writing, all prices for Caliper Products are based on Caliper's delivery of Chips to Bio-Rad [ * ]. In the event Bio-Rad requests any modification to the applicable specification of any of the Caliper Products, [*] [*] 6.6 Payment Terms. Payment terms are [ * ] from the date of invoice. Invoices shall be dated as of the date that Caliper places the applicable Caliper Products to be shipped [ * ]. In the event payments are not made in accordance with this Section 6.6 [ * ]. Bio-Rad hereby unconditionally guarantees payment of any undisputed invoices issued by Caliper to an Affiliate of Bio-Rad pursuant to this Agreement. 6.7 Sales Taxes. The prices set forth herein for Caliper Products are not subject to trade or other discounts and do not include any sales taxes applicable to the sale of Caliper Products pursuant to this Agreement. All such taxes shall be paid by Bio-Rad unless Bio-Rad provides Caliper with evidence reasonably satisfactory to Caliper of exemption from such taxes. When Caliper is required by law or regulation to collect such taxes, Caliper will add such taxes to the sales price of the Caliper Products sold to Bio-Rad hereunder and will pay such taxes on Bio-Rad's behalf. 6.8 Terms and Conditions. Purchase orders for Caliper Products submitted by Bio-Rad that conform to the applicable prices, packaging requirements, minimum order amounts, and standard lead-times for Caliper Products, and to the other terms and conditions set forth in this Agreement, [ * ] at its facility in Mountain View, California, or at such other place(s) as may be designated in writing by Caliper. Caliper's failure to acknowledge acceptance of any order within such time period shall be deemed an acceptance of the order. Any purchase orders containing terms or conditions outside such parameters shall be subject to acceptance by Caliper in its sole discretion, and no such order shall be accepted or deemed accepted by Caliper, except by a writing signed by Caliper or by (and only to the extent of) shipment of the Caliper Products covered by such order. Except as otherwise provided herein, each sale hereunder shall be governed by this Agreement. Any preprinted terms and conditions in any purchase order, request for quotation or other document submitted by Bio-Rad, and any preprinted terms and conditions in any order acknowledgment or invoice issued by Caliper, are hereby deleted and superseded by the terms of this Agreement. No other terms shall be applicable unless they are fully set forth in -18-

the typed portion of a purchase order submitted by Bio-Rad and such typed portion has been expressly accepted by Caliper in writing, or unless they are fully set forth in the typed portion of an order acknowledgment issued by Caliper and such typed portion has been expressly accepted by Bio-Rad in writing. 6.9 Acceptance and Rejection of Products. All Caliper Products delivered hereunder shall be [ * ] after the date of receipt of such Caliper Products by Bio-Rad or its Affiliate from the carrier, Caliper receives written notice of rejection from Bio-Rad or its Affiliate. Notwithstanding the foregoing, no inspection or test of any Caliper Products by Bio-Rad or its Affiliates shall relieve Caliper from its warranty obligations under section 6.15 and Bio-Rad's failure to inspect or test any Caliper Products shall not constitute a waiver by Bio-Rad of any of its rights or remedies in respect of any breach of warranty. 6.10 Delivery of Caliper Products; Delivery Dates. The delivery dates for all Caliper Products sold pursuant to

the typed portion of a purchase order submitted by Bio-Rad and such typed portion has been expressly accepted by Caliper in writing, or unless they are fully set forth in the typed portion of an order acknowledgment issued by Caliper and such typed portion has been expressly accepted by Bio-Rad in writing. 6.9 Acceptance and Rejection of Products. All Caliper Products delivered hereunder shall be [ * ] after the date of receipt of such Caliper Products by Bio-Rad or its Affiliate from the carrier, Caliper receives written notice of rejection from Bio-Rad or its Affiliate. Notwithstanding the foregoing, no inspection or test of any Caliper Products by Bio-Rad or its Affiliates shall relieve Caliper from its warranty obligations under section 6.15 and Bio-Rad's failure to inspect or test any Caliper Products shall not constitute a waiver by Bio-Rad of any of its rights or remedies in respect of any breach of warranty. 6.10 Delivery of Caliper Products; Delivery Dates. The delivery dates for all Caliper Products sold pursuant to this Agreement shall be deemed to be the dates on which such Caliper Products are delivered into the possession of the carrier designated by Bio-Rad, packed and ready for shipment to Bio-Rad, or to a Bio-Rad Affiliate designated by Bio-Rad (subject to applicable minimum order quantities). Caliper shall ship all Caliper Products [ * ]. If Caliper shall fail to so deliver any Caliper Products purchased by Bio-Rad under this Agreement within the lead-time for such Caliper Products specified in this Agreement, Caliper shall immediately inform Bio-Rad of such failure by facsimile notice, advise Bio-Rad of the reasons for such failure and the expected date of delivery of the subject Caliper Products, and obtain Bio-Rad's instructions with respect to the delivery of such Caliper Products to Bio-Rad. [ * ] 6.11 Rejection or Cancellation of Orders. Caliper may reject any order and may cancel any order previously accepted if Caliper reasonably determines that such order will not be paid for in accordance with the terms and conditions of this Agreement. Bio-Rad may only cancel orders with the written consent of Caliper. 6.12 Change of Caliper Products. Caliper shall have the absolute right at any time and from time to time during the term of this Agreement, [ * ], to modify, improve or supersede any of the Caliper Products (or any of the manufacturing processes for such products), [ * ]. 6.13 [ * ] [*] [*] 6.14 Technical Information. Caliper shall provide Bio-Rad, [ * ], with such technical information regarding the Caliper Products (including without limitation Material Safety Data Sheets) as Bio-Rad may reasonably request from time to time during the term of this Agreement, provided that (i) Caliper shall not be obligated to deliver to Bio-Rad any technical information regarding the Caliper Products that Caliper reasonably considers to be a trade secret or otherwise proprietary to Caliper and (ii) Bio-Rad shall continue to be solely responsible for determining the suitability of the Caliper Products for any proposed application of the Caliper Products notwithstanding the delivery of any such technical information to Bio-Rad, other than any -19-

applications for which Caliper and Bio-Rad have agreed in writing are suitable applications for such Caliper Products. 6.15 Warranty and Disclaimer; Remedy. 6.15.1 Warranty and Disclaimer. Caliper warrants the Caliper Products delivered by it hereunder against faulty workmanship and use of defective materials for a period equal to [ * ] from the date such Caliper Products are delivered into the possession of the carrier designated by Bio-Rad or its Affiliate, packed and ready for shipment to Bio-Rad or its Affiliate; [ * ]. Faulty workmanship and/or use of defective materials shall be hereinafter referred to as a "deficiency" and shall include any failure of any Caliper Product to conform to its applicable specifications. Such warranty is the only warranty made by Caliper and it can be amended only by a written instrument signed by a duly authorized officer of Caliper. Caliper's obligations are also subject to the condition

applications for which Caliper and Bio-Rad have agreed in writing are suitable applications for such Caliper Products. 6.15 Warranty and Disclaimer; Remedy. 6.15.1 Warranty and Disclaimer. Caliper warrants the Caliper Products delivered by it hereunder against faulty workmanship and use of defective materials for a period equal to [ * ] from the date such Caliper Products are delivered into the possession of the carrier designated by Bio-Rad or its Affiliate, packed and ready for shipment to Bio-Rad or its Affiliate; [ * ]. Faulty workmanship and/or use of defective materials shall be hereinafter referred to as a "deficiency" and shall include any failure of any Caliper Product to conform to its applicable specifications. Such warranty is the only warranty made by Caliper and it can be amended only by a written instrument signed by a duly authorized officer of Caliper. Caliper's obligations are also subject to the condition that Caliper shall have no liability whatsoever for any deficiency unless (x) Caliper is notified in writing promptly [ * ] after discovery by Bio-Rad of the alleged deficiency, which notice shall include a detailed explanation of the alleged deficiency, (y) a representative sample of the Caliper Products containing the alleged deficiency is promptly returned to Caliper, and (z) Caliper's examination of such returned sample of Caliper Products discloses to Caliper's reasonable satisfaction that such alleged deficiency actually exists and occurred in the course of proper and normal use and was not caused by accident, misuse, neglect, alteration or improper installation, repair or testing. If any Caliper Products so prove to contain a deficiency and Bio-Rad elects to have them replaced, Caliper shall have a reasonable time to make such replacement. Bio-Rad shall dispose of any nonconforming Caliper Products, at Caliper's expense, in accordance with the written instructions of Caliper. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATION ON THE PART OF CALIPER, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, ARE HEREBY EXCLUDED. 6.15.2 Remedy for Breach of Warranty. Bio-Rad acknowledges and agrees that Caliper's responsibility in the case of breach of the foregoing warranty shall be for Caliper, [ * ] to provide a replacement for the Caliper Products or portion thereof with respect to which such warranty is breached or to return all payments made with respect to such Caliper Products or portion thereof. [ * ] 6.15.3 Limitation of Liability. Caliper's liability and obligations with respect to any claim pursuant to Section 6.15.1 shall in no event exceed in the aggregate the total purchase price received by Caliper for the Caliper Products delivered hereunder (or, in the case of obligations arising from or relating to particular Caliper Products delivered hereunder, the purchase price of such Caliper Products). Except as set forth in Section 8.1, Caliper shall in no event be liable to Bio-Rad or any other Person, whether in contract, strict liability, tort or otherwise, for loss of or damage to or loss of use of facilities or other property, loss of revenue, loss of use of revenue, loss of anticipated profits, or other punitive, special, incidental, indirect or consequential damages of any kind whatsoever, or claims of any customers of Bio-Rad or other -20-

claimants, resulting or arising from or relating to the sale of Caliper Products pursuant to this Agreement or Caliper's performance of its obligations hereunder. 7. CONFIDENTIALITY; PUBLICITY 7.1 Confidential Information. During the term of this Agreement, and for a period of [ * ] following the expiration or termination of this Agreement, each Party shall maintain in confidence any and all Confidential Information of the other Party, provided that any Source Code Form of any software provided by either Party hereunder shall be maintained in confidence in perpetuity. Each Party further agrees that it shall not use for any purpose not authorized under this Agreement or disclose to any third party the Confidential Information of the other Party, except that either Party may disclose Confidential Information of the other Party on a need-to-know basis to its directors, officers, employees, consultants and agents, and Bio-Rad may disclose such information to its Affiliates to the extent that such Affiliates have undertaken an obligation of confidentiality and non-use similar to this

claimants, resulting or arising from or relating to the sale of Caliper Products pursuant to this Agreement or Caliper's performance of its obligations hereunder. 7. CONFIDENTIALITY; PUBLICITY 7.1 Confidential Information. During the term of this Agreement, and for a period of [ * ] following the expiration or termination of this Agreement, each Party shall maintain in confidence any and all Confidential Information of the other Party, provided that any Source Code Form of any software provided by either Party hereunder shall be maintained in confidence in perpetuity. Each Party further agrees that it shall not use for any purpose not authorized under this Agreement or disclose to any third party the Confidential Information of the other Party, except that either Party may disclose Confidential Information of the other Party on a need-to-know basis to its directors, officers, employees, consultants and agents, and Bio-Rad may disclose such information to its Affiliates to the extent that such Affiliates have undertaken an obligation of confidentiality and non-use similar to this Section 7.1. Upon request from a Party, the other Party shall return to such Party any and all tangible embodiments of the Confidential Information of such other Party or its Affiliates except to the extent that a Party is expressly permitted to use such Confidential Information pursuant to a license grant set forth in this Agreement or otherwise and except as necessary to monitor its compliance with its obligations under this section 7.1. 7.2 Publicity. The Parties anticipate that upon execution and delivery of this Agreement, each Party will issue a press release regarding the collaboration established pursuant to this Agreement. However, neither Party shall issue any press release or other public announcement relating to the contents of this Agreement without the prior written approval of the other Party, which approval shall not be unreasonably withheld, or delayed for longer than five (5) business days. Notwithstanding the foregoing, either Party may disclose the existence and/or the provisions of this Agreement (i) under standard obligations of confidentiality and non-use on a need-to-know basis, to investors and their representatives in a private or public financing transaction, or to potential acquirers or targets and their representatives in a corporate change of control transaction, provided that no such disclosure shall be permitted to the extent it would constitute a violation of Section 7.1, or (ii) as required by law (including but not limited to the filing of this Agreement as an exhibit to a document filed with the Securities and Exchange Commission), order or regulation of a governmental agency. The disclosing Party shall provide written notice to the other Party of any such disclosure required by law, order or regulation of a governmental agency, reasonably in advance of such disclosure if practical. If either Party intends to file this Agreement with the Securities and Exchange Commission, it shall provide the other Party with the opportunity to review and comment on the proposed filing, and the filing Party will incorporate the comments of the other Party subject only to securities law requirements. 8. INDEMNIFICATION; DISCLAIMERS; LIMITATION OF LIABILITY 8.1 Indemnification by Caliper. Caliper shall defend, indemnify and hold harmless Bio-Rad and its Affiliates and all their officers, directors, employees, consultants and agents (collectively, the "Bio-Rad Indemnitees") from and against any and all damages, awards, costs -21-

and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) (collectively, "Losses") incurred by any Bio-Rad Indemnitee in connection with (a) any breach of any representation, warranty or covenant under this Agreement, or (b) any claim, demand, law suit or other action or proceeding by any third party against such Bio-Rad Indemnitee, that arises from or occurs as a result of personal injury or property damage (other than on account of product warranty claims, for which claims shall be asserted by Bio-Rad pursuant to Section 6.15) and it is determined that such Losses were caused by a design defect, materials defect or faulty workmanship in Caliper Products sold to Bio-Rad under this Agreement, provided that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of (i) the [ * ] of Bio-Rad or its Affiliates, (ii) Bio-Rad's use of Caliper Products in violation of this Agreement, or (iii) Bio-Rad's unauthorized modification of Caliper Products. 8.2 Indemnification by Bio-Rad. Bio-Rad shall defend, indemnify and hold harmless Caliper, its Affiliates and sublicensees, and all their officers, directors, employees, consultants and agents (collectively, the "Caliper

and expenses (including court and arbitration costs, witness fees and reasonable attorneys' fees) (collectively, "Losses") incurred by any Bio-Rad Indemnitee in connection with (a) any breach of any representation, warranty or covenant under this Agreement, or (b) any claim, demand, law suit or other action or proceeding by any third party against such Bio-Rad Indemnitee, that arises from or occurs as a result of personal injury or property damage (other than on account of product warranty claims, for which claims shall be asserted by Bio-Rad pursuant to Section 6.15) and it is determined that such Losses were caused by a design defect, materials defect or faulty workmanship in Caliper Products sold to Bio-Rad under this Agreement, provided that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of (i) the [ * ] of Bio-Rad or its Affiliates, (ii) Bio-Rad's use of Caliper Products in violation of this Agreement, or (iii) Bio-Rad's unauthorized modification of Caliper Products. 8.2 Indemnification by Bio-Rad. Bio-Rad shall defend, indemnify and hold harmless Caliper, its Affiliates and sublicensees, and all their officers, directors, employees, consultants and agents (collectively, the "Caliper Indemnitees") from any Losses (as defined in Section 8.1) incurred by any Caliper Indemnitee in connection with (a) any breach of any representation, warranty or covenant under this Agreement, or (b) any claim, demand, law suit or other action or proceeding by any third party against any Caliper Indemnitee that arises from or occurs as a result of personal injury or property damage and it is determined that such Losses were caused by a design defect, materials defect or faulty workmanship in Systems or Components (other than Caliper Products) sold by Bio-Rad, provided that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of (i) the [ * ] of Caliper or its Affiliates, (ii) Caliper's use of any materials supplied to Caliper by Bio-Rad in violation of any reasonable restrictions on use imposed by Bio-Rad, or (iii) Caliper's unauthorized modification, transfer or use of any such materials. 8.3 Indemnification Procedure. The Party seeking indemnification under this Article 8 (the "Indemnified Party") shall (i) give the other Party (the "Indemnifying Party") written notice of the relevant claim and the related facts with reasonable promptness after becoming aware of same, (ii) reasonably cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) permit the Indemnifying Party to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement without the Indemnified Party's prior written approval, not to be unreasonably withheld or delayed. The Indemnified Party shall have no authority to settle any claim on behalf of the Indemnifying Party. In the event the Indemnifying Party controls the defense of a claim hereunder, the Indemnified Party, at its own expense, shall have the right to participate in such defense through counsel of its own choosing. 8.4 Caliper Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6.15 OR ELSEWHERE IN THIS AGREEMENT, CALIPER MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY CALIPER TECHNOLOGY, CALIPER PRODUCT, CALIPER SOFTWARE, OR DEVELOPMENT WORKPLAN. Bio-Rad acknowledges that some of the products to be provided to Bio-Rad pursuant to Development Workplans under this Agreement are prototype products, and as such are not completely tested -22-

for defects. Bio-Rad acknowledges that such products require a greater degree of caution than other standard laboratory products and equipment. Caliper shall not be liable to Bio-Rad for any personal injury or property damage resulting from use of such equipment in a manner other than that as recommended or directed by Caliper. 8.5 Bio-Rad Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT, BIO-RAD MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SYSTEM, BIO-RAD SOFTWARE, OR DEVELOPMENT WORKPLAN. Caliper acknowledges that Bio-Rad may provide prototype Instruments to Caliper pursuant to this Agreement, and such prototype Instruments may not be equipped with standard safety features nor completely tested for defects. Caliper acknowledges that such prototype Instruments require a greater degree of caution than other standard laboratory equipment. Bio-Rad shall not be liable to Caliper for any personal injury or property damage resulting from use of such prototype

for defects. Bio-Rad acknowledges that such products require a greater degree of caution than other standard laboratory products and equipment. Caliper shall not be liable to Bio-Rad for any personal injury or property damage resulting from use of such equipment in a manner other than that as recommended or directed by Caliper. 8.5 Bio-Rad Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT, BIO-RAD MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SYSTEM, BIO-RAD SOFTWARE, OR DEVELOPMENT WORKPLAN. Caliper acknowledges that Bio-Rad may provide prototype Instruments to Caliper pursuant to this Agreement, and such prototype Instruments may not be equipped with standard safety features nor completely tested for defects. Caliper acknowledges that such prototype Instruments require a greater degree of caution than other standard laboratory equipment. Bio-Rad shall not be liable to Caliper for any personal injury or property damage resulting from use of such prototype Instruments in a manner other than as recommended or directed by Bio-Rad. 8.6 Limitation of Liability. EXCEPT IN CIRCUMSTANCES OF [ * ], IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) SUFFERED BY THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Each party acknowledges that the foregoing limitations are an essential element of the Agreement between the parties and that in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different. 9. TERM AND TERMINATION 9.1 Term. The term of this Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to this Article 9, shall expire on [ * ]. This Agreement shall automatically be extended for additional, consecutive terms of [ * ], each on the terms and conditions set forth in this Agreement, unless prior to the [ * ] before the end of the initial term or of any succeeding term, as the case may be, either Party gives written notice to the other Party that this Agreement will not be renewed beyond the then current term. In such event, this Agreement shall terminate at the end of such term. The Agreement may be further extended by mutual written agreement of the Parties pursuant to Section 11.5. 9.2 Termination of Agreement. In addition to the provisions of Section 9.1, this Agreement may be terminated at any time during the term as follows: (a) by mutual consent in writing at any time; (b) by either Party if the other Party is in breach of any of its material obligations under this Agreement, and such default shall not have been cured within [ * ] after written notice of such default has been delivered to such other Party, if curable within such [ * ] period (or if not curable within such [ * ] period, if the cure shall -23-

not have been commenced by the Party in default within such [ * ] period or the cure is not being diligently pursued to completion); and (c) by either Party immediately [ * ]the other Party shall commence any proceeding under any law relating to bankruptcy, reorganization, insolvency, arrangement, adjustment of debt, appointment of a trustee or receiver, dissolution, liquidation or similar matter, or any such proceeding is commenced against the other Party and remains undismissed for a period of [ * ]. Each Party agrees that it immediately shall give written notice to the other Party of the occurrence of any event of the type described in Section 9.2(c) above. 9.3 Post-Termination License and Supply of Caliper Products. Following the expiration or termination of this Agreement, other than any termination by Caliper pursuant to paragraph (b) or (c) of Section 9.2, if Bio-Rad has

not have been commenced by the Party in default within such [ * ] period or the cure is not being diligently pursued to completion); and (c) by either Party immediately [ * ]the other Party shall commence any proceeding under any law relating to bankruptcy, reorganization, insolvency, arrangement, adjustment of debt, appointment of a trustee or receiver, dissolution, liquidation or similar matter, or any such proceeding is commenced against the other Party and remains undismissed for a period of [ * ]. Each Party agrees that it immediately shall give written notice to the other Party of the occurrence of any event of the type described in Section 9.2(c) above. 9.3 Post-Termination License and Supply of Caliper Products. Following the expiration or termination of this Agreement, other than any termination by Caliper pursuant to paragraph (b) or (c) of Section 9.2, if Bio-Rad has commenced commercial sales of a System before the date of such expiration or termination of this Agreement (i) the license granted to Bio-Rad pursuant to Article 2, and all rights and obligations thereunder shall continue with respect to any such System; (ii) Caliper shall either (A) continue to supply Caliper Products to Bio-Rad for any such System pursuant to the provisions of Article 6 which shall survive expiration or termination of this Agreement, or such other agreement as the Parties may mutually agree to following the expiration or termination of this Agreement or (B) grant to Bio-Rad a non-exclusive license (subject to a [ * ]) to manufacture, market, distribute and sell Caliper Products used in any such System [ * ]; and (iii) the [ * ] provisions set forth in Section 5.2.2 shall continue with respect to the sale of any such System and its Components by Bio-Rad. In the event of any expiration or termination of this Agreement, other than any termination by Caliper pursuant to paragraph (b) or (c) of Section 9.2, Caliper shall provide Bio-Rad with written notice, no later than the effective date of any such expiration or termination, as to whether Caliper shall continue to supply Caliper Products to Bio-Rad or grant to Bio-Rad the license rights to manufacture Caliper Products itself. If Caliper elects to grant to Bio-Rad the license rights described in clause (B) above, the provisions of Article 2 (other than Section 2.2 and the royalty rate set forth in Section 2.3) shall apply to such license rights, mutatis mutandis. [ * ] 9.4 No Obligation to Renew Agreement. Each Party acknowledges and agrees that the other Party shall be under no obligation to renew or extend this Agreement notwithstanding the successful development of any Systems or any other action taken by any Party prior to termination of this Agreement. Upon termination of this Agreement in accordance with this Article 9, neither Party shall be liable to the other Party for any termination compensation whatsoever, whether based upon goodwill or business established, expenditures incurred, investments made by any Party or otherwise. 9.5 Surviving Obligations. No expiration or termination of this Agreement shall relieve either Party of any obligation accruing prior to such expiration or termination. In addition to the survival of provisions of this Agreement pursuant to Section 9.3, [ * ] together with any definitions or provisions required for their enforcement, shall survive the expiration or termination of this Agreement. 10. STRATEGIC STEERING COMMITTEE -24-

The product development and commercial relationships of the Parties under this Agreement shall be managed and governed by the Strategic Steering Committee consisting of two members appointed by Bio-Rad and two members appointed by Caliper. Without limiting the foregoing, the members of the Strategic Steering Committee shall assess the progress of each Development Workplan in light of the goals set forth therein, including marketing and other commercialization efforts, and discuss proposed amendments to each outstanding Development Workplan as necessary. The Strategic Steering Committee shall meet, in person or by teleconference, at least once per quarter during the term of this Agreement. Minutes of the meetings of the SSC shall be prepared alternately by the Parties, and submitted to the other Party for review and approval. The members of the Strategic Steering Committee shall be at least a vice president or senior director level employee of a Party. All decisions of the Strategic Steering Committee shall be made by unanimous vote. Each Party may replace its appointed members of the SSC at any time. The Parties shall, within ten (10) business days after the Effective Date, appoint their initial members of the SSC and notify the other Party in writing as to whom such Party has appoint as its members of the SSC.

The product development and commercial relationships of the Parties under this Agreement shall be managed and governed by the Strategic Steering Committee consisting of two members appointed by Bio-Rad and two members appointed by Caliper. Without limiting the foregoing, the members of the Strategic Steering Committee shall assess the progress of each Development Workplan in light of the goals set forth therein, including marketing and other commercialization efforts, and discuss proposed amendments to each outstanding Development Workplan as necessary. The Strategic Steering Committee shall meet, in person or by teleconference, at least once per quarter during the term of this Agreement. Minutes of the meetings of the SSC shall be prepared alternately by the Parties, and submitted to the other Party for review and approval. The members of the Strategic Steering Committee shall be at least a vice president or senior director level employee of a Party. All decisions of the Strategic Steering Committee shall be made by unanimous vote. Each Party may replace its appointed members of the SSC at any time. The Parties shall, within ten (10) business days after the Effective Date, appoint their initial members of the SSC and notify the other Party in writing as to whom such Party has appoint as its members of the SSC. 11. MISCELLANEOUS 11.1 Notices. Any consent, notice or report required or permitted to be given or made under the Agreement by one Party to the other Party shall be in writing, delivered personally or by confirmed facsimile, first class mail postage prepaid, courier, or nationally-recognized delivery service, and addressed to the other Party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addresser. Such consent, notice or report shall be effective upon delivery to the addressee.
If to Caliper: Caliper Technologies Corp. 605 Fairchild Drive Mountain View, California 94043-2234 Attention: Chief Executive Officer Facsimile No.: (650) 623-0505 Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, California 94547 Attention: General Counsel Facsimile No.: (510) 741-5815

If to Bio-Rad:

11.2

Dispute Resolution. 11.2.1 Procedures. Except with respect to disputes arising

under Articles 4 or 7 or as otherwise provided in this Agreement, if a dispute arises between the Parties in connection with or relating to this Agreement or any Development Workplan that cannot be resolved by the Project Managers or other employees of the Parties, the Parties shall use the following procedure in good faith: (a) With respect to disputes arising between the Project Managers under a Development Workplan, either Project Managers shall have the right to refer the dispute to the Strategic Steering Committee, which shall attempt in good faith to negotiate a -25-

resolution of such dispute within thirty (30) days. Any dispute that the Strategic Steering Committee is unable to resolve pursuant to Section 11.2.1(a) within thirty (30) days after the matter is referred to them shall be referred to Bio-Rad's Chief Executive Officer and Caliper's Chief Executive Officer, who shall attempt in good faith to negotiate a resolution of the dispute within thirty (30) days of such referral or such longer period as they may agree. Each such officer shall have the right to engage, at the expense of the Party engaging such Person, the services of any number of independent experts in the field in question (the Person so engaged by each officer to be reasonably acceptable to the other officer in terms of independence and expertise and shall be engaged under obligations of confidentiality) to assist the officers in making a joint determination in the best interests of the collaboration, and each officer shall be obligated to consider in good faith the analyses and opinions of any such independent experts engaged by either of them in making a determination. Any written resolution of the dispute agreed to by such

resolution of such dispute within thirty (30) days. Any dispute that the Strategic Steering Committee is unable to resolve pursuant to Section 11.2.1(a) within thirty (30) days after the matter is referred to them shall be referred to Bio-Rad's Chief Executive Officer and Caliper's Chief Executive Officer, who shall attempt in good faith to negotiate a resolution of the dispute within thirty (30) days of such referral or such longer period as they may agree. Each such officer shall have the right to engage, at the expense of the Party engaging such Person, the services of any number of independent experts in the field in question (the Person so engaged by each officer to be reasonably acceptable to the other officer in terms of independence and expertise and shall be engaged under obligations of confidentiality) to assist the officers in making a joint determination in the best interests of the collaboration, and each officer shall be obligated to consider in good faith the analyses and opinions of any such independent experts engaged by either of them in making a determination. Any written resolution of the dispute agreed to by such officers shall be final and binding on the Parties. (b) If the executive officers have not succeeded in negotiating a written resolution of the dispute within the time allotted therefor, either Party shall have the right to take legal action in a court of law. 11.2.2 Interim Relief. Notwithstanding anything herein to the contrary, nothing in this Section shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a dispute, either prior to or during the dispute resolution process, if necessary to protect the interests of such Party. This Section shall be specifically enforceable. 11.3 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof. 11.4 Assignment. This Agreement is personal in its character, and neither Party shall assign its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party; provided that either Party may assign this Agreement (i) to any successor by merger or sale of substantially all of the line of business to which this Agreement relates, or (ii) to any Affiliate, in each case so long as such successor, acquirer or Affiliate expressly agrees to be bound by the terms of this Agreement and the Party assigning its rights and obligations expressly agrees to guarantee the due and timely performance of the obligations of such successor, acquirer or Affiliated under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors or permitted assigns of the Parties, and all entities controlled by them. 11.5 Waivers and Amendments. No waiver shall be deemed to have been made by any Party hereto of any of its rights under this Agreement unless such waiver is in writing and is signed on behalf of such Party by its duly authorized officer. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the waiving Party in any other respect or at any other time. No change or modification of this Agreement, or any of the provisions herein contained, shall be valid unless made in writing and signed by duly authorized representatives of the Parties. -26-

11.6 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, embodies the entire understanding between the Parties and supersedes any prior understanding and agreements between Caliper and Bio-Rad with respect to the subject matter of this Agreement. 11.7 Severability. If a court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, or if any government or other agency having jurisdiction over either Party deems any provision to be contrary to any laws, then that provision shall be severed and the remainder of the Agreement shall continue in full force and effect. To the extent possible, the Parties shall revise such invalidated provision in a manner that will render such provision valid without impairing the Parties' original intent. 11.8 Disclaimer of Agency or Employment. The relationship between Caliper and Bio-Rad is that of independent contractors. Caliper and Bio-Rad are not joint venturers, partners, principal and agent, master and servant, employer or employee, and have no relationship other than that of independent contracting parties. Neither Party shall have the right or authority to assume, create, or incur any third party liability or obligation of any kind, express or implied, against or in the name of or on behalf of another. All persons employed by a Party shall be

11.6 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, embodies the entire understanding between the Parties and supersedes any prior understanding and agreements between Caliper and Bio-Rad with respect to the subject matter of this Agreement. 11.7 Severability. If a court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, or if any government or other agency having jurisdiction over either Party deems any provision to be contrary to any laws, then that provision shall be severed and the remainder of the Agreement shall continue in full force and effect. To the extent possible, the Parties shall revise such invalidated provision in a manner that will render such provision valid without impairing the Parties' original intent. 11.8 Disclaimer of Agency or Employment. The relationship between Caliper and Bio-Rad is that of independent contractors. Caliper and Bio-Rad are not joint venturers, partners, principal and agent, master and servant, employer or employee, and have no relationship other than that of independent contracting parties. Neither Party shall have the right or authority to assume, create, or incur any third party liability or obligation of any kind, express or implied, against or in the name of or on behalf of another. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party. 11.9 [ * ] 11.10 Third-Party Rights. This Agreement is not intended to confer any benefit upon, or create any right in favor of, any Person other than the Parties and, where expressly provided, their Affiliates. 11.11 References. Unless otherwise specified, (i) references in this Agreement to any Article, Section, Schedule or Exhibit shall mean references to such Article, Section, Schedule or Exhibit of this Agreement, (ii) references in any section to any clause are references to such clause of such section, and (iii) references to any agreement, instrument or other document in this Agreement refer to such agreement, instrument or other document as originally executed or, if subsequently varied, replaced or supplemented from time to time, as so varied, replaced or supplemented and in effect at the relevant time of reference thereto. 11.12 Construction of Agreement. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders, the word "or" is used in the inclusive sense, and the word "including" means including but not limited to. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. This Agreement was prepared as a result of negotiation and mutual agreement between the Parties. Accordingly, no provision of this Agreement shall be construed against any Party on the basis that such Party drafted this Agreement or such provision. -27-

11.13 Compliance With Laws. Each Party shall comply with all applicable laws, regulations and ordinances including, but not limited to, the regulations of the United States Department of Commerce relating to the export of products or technical data. 11.14 Force Majeure. Except for payment obligations under this Agreement, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by fire, earthquake, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing Party; provided, however, that the Party whose performance is excused by force majeure shall promptly notify the other Party of the circumstances of such force majeure and shall thereupon exert [ * ] efforts to circumvent or overcome the effects of such force majeure at the earlier opportunity. 11.15 Further Assurances. The Parties covenant and agree that, subsequent to the execution and delivery of this Agreement, and without any additional consideration therefor, each Party shall execute and deliver any further legal instruments and perform any further acts that are or may become necessary to effectuate the purposes of this Agreement.

11.13 Compliance With Laws. Each Party shall comply with all applicable laws, regulations and ordinances including, but not limited to, the regulations of the United States Department of Commerce relating to the export of products or technical data. 11.14 Force Majeure. Except for payment obligations under this Agreement, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by fire, earthquake, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing Party; provided, however, that the Party whose performance is excused by force majeure shall promptly notify the other Party of the circumstances of such force majeure and shall thereupon exert [ * ] efforts to circumvent or overcome the effects of such force majeure at the earlier opportunity. 11.15 Further Assurances. The Parties covenant and agree that, subsequent to the execution and delivery of this Agreement, and without any additional consideration therefor, each Party shall execute and deliver any further legal instruments and perform any further acts that are or may become necessary to effectuate the purposes of this Agreement. 11.16 Counterparts. The Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. {THIS SPACE INTENTIONALLY LEFT BLANK} [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -28-

IN WITNESS WHEREOF, the Parties have executed the Agreement as of the Effective Date.
CALIPER TECHNOLOGIES CORP. By: /s/ Michael R. Knapp ------------------------------Name: Michael R. Knapp Title: Chief Executive Officer BIO-RAD LABORATORIES, INC. By: /s/ N. Schwartz -------------------------Name: Norman Schwartz Title: President

LIST OF SCHEDULES
Schedule 2.2 Schedule 3.1 Schedule 5.2.1 Schedule 6.2 Schedule 6.4 Schedule 6.5A Schedule 6.5B [ * ] Development Workplan for [ * ] [ * ] Form of Forecast Minimum Order Quantities and Standard Lead-Times Initial Prices for Caliper Products [ * ]

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND

IN WITNESS WHEREOF, the Parties have executed the Agreement as of the Effective Date.
CALIPER TECHNOLOGIES CORP. By: /s/ Michael R. Knapp ------------------------------Name: Michael R. Knapp Title: Chief Executive Officer BIO-RAD LABORATORIES, INC. By: /s/ N. Schwartz -------------------------Name: Norman Schwartz Title: President

LIST OF SCHEDULES
Schedule 2.2 Schedule 3.1 Schedule 5.2.1 Schedule 6.2 Schedule 6.4 Schedule 6.5A Schedule 6.5B [ * ] Development Workplan for [ * ] [ * ] Form of Forecast Minimum Order Quantities and Standard Lead-Times Initial Prices for Caliper Products [ * ]

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -29-

Schedule 2.2 [*] SCHEDULE 3.1 [*] SCHEDULE 5.2.1 [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SCHEDULE 6.2 CHIP UNIT FORECAST Rolling 12 month forecast to be updated at least quarterly DATE OF FORECAST: INDICATE REQUIRED # OF EACH ORDER NUMBER ITEM

Schedule 2.2 [*] SCHEDULE 3.1 [*] SCHEDULE 5.2.1 [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SCHEDULE 6.2 CHIP UNIT FORECAST Rolling 12 month forecast to be updated at least quarterly DATE OF FORECAST: INDICATE REQUIRED # OF EACH ORDER NUMBER ITEM
ORDER NUMBER DESCRIPTION MONTH 1 MONTH 2 MONTH 3 MONTH 4 MONTH 5 MONTH 6 ---------------------------------------------------------------------------------XXXX-XXXXX <DESCRIPTION OF PART> 0 0 0 0 0 0 ORDER NUMBER DESCRIPTION MONTH 7 MONTH 8 MONTH 9 MONTH 10 MONTH 11 MONTH 12 ------------------------------------------------------------------------------------XXXX-XXXXX <DESCRIPTION OF PART> 0 0 0 0 0 0

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

SCHEDULE 6.4 MINIMUM ORDER QUANTITIES & LEAD TIMES [*] SCHEDULE 6.5A [*] SCHEDULE 6.5B [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SCHEDULE 6.2 CHIP UNIT FORECAST Rolling 12 month forecast to be updated at least quarterly DATE OF FORECAST: INDICATE REQUIRED # OF EACH ORDER NUMBER ITEM
ORDER NUMBER DESCRIPTION MONTH 1 MONTH 2 MONTH 3 MONTH 4 MONTH 5 MONTH 6 ---------------------------------------------------------------------------------XXXX-XXXXX <DESCRIPTION OF PART> 0 0 0 0 0 0 ORDER NUMBER DESCRIPTION MONTH 7 MONTH 8 MONTH 9 MONTH 10 MONTH 11 MONTH 12 ------------------------------------------------------------------------------------XXXX-XXXXX <DESCRIPTION OF PART> 0 0 0 0 0 0

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

SCHEDULE 6.4 MINIMUM ORDER QUANTITIES & LEAD TIMES [*] SCHEDULE 6.5A [*] SCHEDULE 6.5B [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EXHIBIT 10.56 CALIPER TECHNOLOGIES CORP. KEY EMPLOYEE AGREEMENT FOR KEVIN HRUSOVSKY This Key Employee Agreement ("Agreement") is entered into by and between Kevin Hrusovsky ("Executive") and Caliper Technologies Corp., a Delaware corporation (the "Company"). WHEREAS, Executive is currently employed by Zymark Corporation, a Delaware corporation ("Zymark"); WHEREAS, the Company is currently negotiating the acquisition by the Company of all the outstanding capital stock of ZYAC Holding Corporation, a Delaware corporation, ("ZYAC") of which Zymark is a wholly-owned subsidiary, pursuant to a stock purchase agreement (the "Acquisition"); WHEREAS, the Company desires to employ Executive in the position of Chief Executive Officer ("CEO") and

SCHEDULE 6.4 MINIMUM ORDER QUANTITIES & LEAD TIMES [*] SCHEDULE 6.5A [*] SCHEDULE 6.5B [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EXHIBIT 10.56 CALIPER TECHNOLOGIES CORP. KEY EMPLOYEE AGREEMENT FOR KEVIN HRUSOVSKY This Key Employee Agreement ("Agreement") is entered into by and between Kevin Hrusovsky ("Executive") and Caliper Technologies Corp., a Delaware corporation (the "Company"). WHEREAS, Executive is currently employed by Zymark Corporation, a Delaware corporation ("Zymark"); WHEREAS, the Company is currently negotiating the acquisition by the Company of all the outstanding capital stock of ZYAC Holding Corporation, a Delaware corporation, ("ZYAC") of which Zymark is a wholly-owned subsidiary, pursuant to a stock purchase agreement (the "Acquisition"); WHEREAS, the Company desires to employ Executive in the position of Chief Executive Officer ("CEO") and President to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for his services, in the event the Acquisition closes; and WHEREAS, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits, in the event the Acquisition closes. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows: 1. EMPLOYMENT BY THE COMPANY. 1.1 TITLE AND RESPONSIBILITIES. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of CEO, President, and Executive hereby accepts such employment, effective upon the closing of the Acquisition (the "Employment Date"). During his employment with the Company, Executive will devote his best efforts and substantially all of his business time and attention (except for vacation periods as set forth herein and reasonable periods of illness or other incapacities permitted by the Company's general employment policies) to the business of the Company. 1.

EXHIBIT 10.56 CALIPER TECHNOLOGIES CORP. KEY EMPLOYEE AGREEMENT FOR KEVIN HRUSOVSKY This Key Employee Agreement ("Agreement") is entered into by and between Kevin Hrusovsky ("Executive") and Caliper Technologies Corp., a Delaware corporation (the "Company"). WHEREAS, Executive is currently employed by Zymark Corporation, a Delaware corporation ("Zymark"); WHEREAS, the Company is currently negotiating the acquisition by the Company of all the outstanding capital stock of ZYAC Holding Corporation, a Delaware corporation, ("ZYAC") of which Zymark is a wholly-owned subsidiary, pursuant to a stock purchase agreement (the "Acquisition"); WHEREAS, the Company desires to employ Executive in the position of Chief Executive Officer ("CEO") and President to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for his services, in the event the Acquisition closes; and WHEREAS, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits, in the event the Acquisition closes. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows: 1. EMPLOYMENT BY THE COMPANY. 1.1 TITLE AND RESPONSIBILITIES. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of CEO, President, and Executive hereby accepts such employment, effective upon the closing of the Acquisition (the "Employment Date"). During his employment with the Company, Executive will devote his best efforts and substantially all of his business time and attention (except for vacation periods as set forth herein and reasonable periods of illness or other incapacities permitted by the Company's general employment policies) to the business of the Company. 1.

1.2 EXECUTIVE POSITION. Executive shall report to the Company's Board of Directors (the "Board") and serve in an executive capacity with overall responsibility for management of the Company, consistent with the bylaws of the Company and as required by the Board. 1.3 ELECTION TO THE BOARD. Executive will serve as a director of the Company. Executive further agrees that in the event he ceases to serve as the CEO of the Company, then he shall immediately resign from his position on the Board in writing, unless otherwise requested by the Board. 1.4 COMPANY EMPLOYMENT POLICIES. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company's general employment policies or practices, this Agreement shall control. 1.5 ACQUISITION AND ZYAC STOCKHOLDER APPROVAL. Executive's employment with the Company is conditioned upon the Acquisition closing, and therefore this Agreement shall have no force and effect if the Acquisition fails to close. For the purposes of this Agreement, "Acquisition Parachute Payments" are payments pursuant to this Agreement that may be characterized as "excess parachute payments" as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") where the change in

1.2 EXECUTIVE POSITION. Executive shall report to the Company's Board of Directors (the "Board") and serve in an executive capacity with overall responsibility for management of the Company, consistent with the bylaws of the Company and as required by the Board. 1.3 ELECTION TO THE BOARD. Executive will serve as a director of the Company. Executive further agrees that in the event he ceases to serve as the CEO of the Company, then he shall immediately resign from his position on the Board in writing, unless otherwise requested by the Board. 1.4 COMPANY EMPLOYMENT POLICIES. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company's general employment policies or practices, this Agreement shall control. 1.5 ACQUISITION AND ZYAC STOCKHOLDER APPROVAL. Executive's employment with the Company is conditioned upon the Acquisition closing, and therefore this Agreement shall have no force and effect if the Acquisition fails to close. For the purposes of this Agreement, "Acquisition Parachute Payments" are payments pursuant to this Agreement that may be characterized as "excess parachute payments" as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") where the change in ownership or effective control element in Section 280G(b)(2)(A)(i)(I) is the Acquisition. All Acquisition Parachute Payments are expressly conditioned upon the stockholders of ZYAC approving such Acquisition Parachute Payments at least five (5) days prior to the Acquisition closing in the manner provided for under Section 280G(b)(5)(B) of the Code and applicable regulations. Before the closing of the Acquisition, Executive shall provide evidence reasonably satisfactory to the Company that such stockholder approval was obtained or it shall be presumed that such stockholder approval was not obtained. 2. COMPENSATION. 2.1 SALARY. Executive shall receive a monthly base salary of $31,667 (or $380,004 per year), payable semimonthly in accordance with the Company's payroll policies and subject to standard deductions and withholdings. 2.2 ANNUAL INCENTIVE BONUS. Executive shall be eligible to earn an annual incentive bonus in the target amount of one hundred percent (100%) of Executive's then-current base salary, less standard withholdings and deductions (the "Annual Incentive Bonus"). The amount of the Annual Incentive Bonus, if any, will be determined by the Board in its sole discretion and may be increased or reduced based on the Company's achievement of certain performance milestones and financial targets for the calendar year, to be established by mutual agreement between the Board and Executive within ninety (90) days of the Employment Date. Any Annual Incentive Bonus Executive earns 2.

will be paid out in accordance with the Company's standard practice. To earn the Annual Incentive Bonus, Executive must be employed by the Company as CEO throughout the entire bonus year, and no prorated Annual Incentive Bonus can be earned. Because Executive will be joining the Company during the middle of 2003, Executive will only be eligible to receive up to one-half of the Annual Incentive Bonus for 2003, as provided in this paragraph. 2.3 STANDARD COMPANY BENEFITS. Executive shall be entitled to all rights and benefits for which he is eligible under the terms and conditions of the standard Company benefits and benefit plans which may be in effect from time to time and provided by the Company to its executives generally. 2.4 EQUITY COMPENSATION. (a) STOCK OPTION GRANT. Subject to approval by the Board, Executive shall be granted an option to purchase seven hundred thousand (700,000) shares of the Company's common stock, with a per share exercise price equal to the fair market value of the Company's common stock based on the last sale price of the Company's common stock on the date of grant, and subject to the terms and conditions of the applicable plan

will be paid out in accordance with the Company's standard practice. To earn the Annual Incentive Bonus, Executive must be employed by the Company as CEO throughout the entire bonus year, and no prorated Annual Incentive Bonus can be earned. Because Executive will be joining the Company during the middle of 2003, Executive will only be eligible to receive up to one-half of the Annual Incentive Bonus for 2003, as provided in this paragraph. 2.3 STANDARD COMPANY BENEFITS. Executive shall be entitled to all rights and benefits for which he is eligible under the terms and conditions of the standard Company benefits and benefit plans which may be in effect from time to time and provided by the Company to its executives generally. 2.4 EQUITY COMPENSATION. (a) STOCK OPTION GRANT. Subject to approval by the Board, Executive shall be granted an option to purchase seven hundred thousand (700,000) shares of the Company's common stock, with a per share exercise price equal to the fair market value of the Company's common stock based on the last sale price of the Company's common stock on the date of grant, and subject to the terms and conditions of the applicable plan documents and the related stock option agreement (the "Option"). For the purposes of the foregoing, the Company shall have the discretion to grant the Option from one or more plans, including, without limitation, the 1999 Equity Incentive Plan or the Acquisition Equity Incentive Plan. The Option shall vest as follows: twenty-five percent (25%) of the shares subject to the Option shall vest on the first anniversary of the Employment Date, with the remaining shares subject to the Option to vest in equal portions on a monthly basis for thirty-six (36) months thereafter, during Executive's active service with the Company such that the Option shall be fully vested after four (4) years of continuous active service with the Company. The Option shall be an incentive stock option to the maximum extent permitted by applicable law. (b) RESTRICTED STOCK AWARD. Subject to the approval by the Board, the Company shall grant Executive one hundred thousand (100,000) shares of restricted stock in the Company, subject to the terms and conditions of the governing plan documents and applicable purchase agreement (the "Restricted Shares"). The Restricted Shares shall vest as follows: twenty-five percent (25%) of the shares shall vest on the first anniversary of the Employment Date, with the remaining shares to vest in equal portions on a monthly basis for thirty-six (36) months thereafter, during Executive's active service with the Company such that the Restricted Shares shall be fully vested after four (4) years of continuous active service with the Company. Notwithstanding the foregoing, in the event a vesting date occurs during a period when Executive is restricted from selling shares of stock of the Company due to restrictions contained in Company trading policies, the applicable vesting date shall be postponed until the fifth (5th) day of the first "Open Window" that occurs after the applicable vesting date. For the purposes of the foregoing, "Open Window" means a time period when Executive may sell shares of stock of the Company without any restriction from Company trading policies. 3.

3. PROPRIETARY INFORMATION OBLIGATIONS. 3.1 AGREEMENT. Executive will be required to sign and abide by the Proprietary Information and Inventions Agreement attached hereto as Exhibit A. 3.2 REMEDIES. Executive's duties under the Proprietary Information and Inventions Agreement shall survive termination of his employment with the Company. Executive acknowledges that a remedy at law for any breach or threatened breach by him of the provisions of the Proprietary Information and Inventions Agreement would be inadequate, and he therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. 4. OUTSIDE ACTIVITIES. 4.1 ACTIVITIES. Except with the prior written consent of the Board, Executive will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such

3. PROPRIETARY INFORMATION OBLIGATIONS. 3.1 AGREEMENT. Executive will be required to sign and abide by the Proprietary Information and Inventions Agreement attached hereto as Exhibit A. 3.2 REMEDIES. Executive's duties under the Proprietary Information and Inventions Agreement shall survive termination of his employment with the Company. Executive acknowledges that a remedy at law for any breach or threatened breach by him of the provisions of the Proprietary Information and Inventions Agreement would be inadequate, and he therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. 4. OUTSIDE ACTIVITIES. 4.1 ACTIVITIES. Except with the prior written consent of the Board, Executive will not during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of his duties hereunder. 4.2 INVESTMENTS AND INTERESTS. Except as permitted by Section 4.3, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by him to be adverse to the Company and its business or prospects, financial or otherwise. 4.3 NON-COMPETITION. During the term of his employment by the Company and for a period of one (1) year following the termination of Executive's employment with the Company, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever, engage in, become financially interested in, be employed by or have any business connection with, any person, corporation, firm, partnership or other entity whatsoever that competes directly with the Company, throughout the United States, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that he may own, as a passive investor, securities of any competitor corporation, so long as his direct holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation. 5. TERMINATION OF EMPLOYMENT. 5.1 TERMINATION WITHOUT CAUSE. (a) TERMINATION. The Company shall have the right to terminate Executive's employment with the Company at any time without Cause. (b) SEVERANCE BENEFITS. In the event Executive's employment is terminated by the Company without Cause at any time other than within thirteen (13) 4.

months following a Change in Control (as defined herein), and Executive signs a release of claims in favor of the Company and allows that release to become effective pursuant to Section 6 of this Agreement, then Executive shall receive the following severance benefits: (i) an amount equivalent to his base salary for eighteen (18) months from the date of termination, payable as salary continuation in accordance with the Company's ordinarily scheduled payroll (less standard payroll deductions and withholdings); (ii) reimbursement for his health insurance premiums at his current rate of coverage for eighteen (18) months following the termination of Company-paid group health insurance coverage, provided Executive timely elects continued coverage under COBRA; and (iii) the vesting of the Option and Restricted Shares (but not the Acquisition Restricted Shares) shall be accelerated such that, in addition to the number of options and shares vested as of the date of Executive's termination pursuant to terms of the applicable plan documents and agreements, the number of options and shares that would have vested over the eighteen (18) month period following such date of termination had the Executive's employment not been terminated without Cause, shall be deemed vested as of the date of termination.

months following a Change in Control (as defined herein), and Executive signs a release of claims in favor of the Company and allows that release to become effective pursuant to Section 6 of this Agreement, then Executive shall receive the following severance benefits: (i) an amount equivalent to his base salary for eighteen (18) months from the date of termination, payable as salary continuation in accordance with the Company's ordinarily scheduled payroll (less standard payroll deductions and withholdings); (ii) reimbursement for his health insurance premiums at his current rate of coverage for eighteen (18) months following the termination of Company-paid group health insurance coverage, provided Executive timely elects continued coverage under COBRA; and (iii) the vesting of the Option and Restricted Shares (but not the Acquisition Restricted Shares) shall be accelerated such that, in addition to the number of options and shares vested as of the date of Executive's termination pursuant to terms of the applicable plan documents and agreements, the number of options and shares that would have vested over the eighteen (18) month period following such date of termination had the Executive's employment not been terminated without Cause, shall be deemed vested as of the date of termination. (c) NO OTHER COMPENSATION OR BENEFITS. In the event Executive's employment is terminated without Cause, he will not be entitled to any severance pay, pay in lieu of notice or other such compensation or benefits except as provided in this Agreement. 5.2 TERMINATION FOR CAUSE. (a) TERMINATION. The Company shall have the right to terminate Executive's employment with the Company at any time for Cause. (b) DEFINITION OF CAUSE. Cause for termination shall mean: (i) conduct that constitutes willful gross neglect or willful gross misconduct in carrying out Executive's duties, resulting, in either case, in material economic harm to the company, unless Executive believed in good faith that such conduct was in, or not opposed to, the best interest of the Company; (ii) any unjustified refusal to follow reasonable directives by the Board; or (iii) conviction of a felony crime involving moral turpitude; provided, however, that the Board shall provide written notice of its intent to terminate Executive under (i) or (ii) above and Executive shall have a 30-day period to correct Executive's actions, if such actions can be corrected. (c) NO COMPENSATION OR BENEFITS. In the event Executive's employment is terminated by the Company at any time with Cause, he will not be entitled to severance pay, pay in lieu of notice, accelerated vesting of equity compensation, or any other compensation or benefits. 5.3 RESIGNATION FOR GOOD REASON. (a) RESIGNATION. Executive may resign his employment for Good Reason so long as he tenders his resignation of employment and membership on the 5.

Board to the Company within sixty (60) days after the occurrence of the event which forms the basis for termination for Good Reason. If Executive terminates his employment for Good Reason at any time other than within thirteen (13) months following a Change in Control (as defined herein), and Executive signs a release of claims in favor of the Company and allows that release to become effective pursuant to Section 6 of this Agreement, he shall receive the following severance benefits: (i) an amount equivalent to his base salary for eighteen (18) months from the date of termination, payable as salary continuation in accordance with the Company's ordinarily scheduled payroll (less standard payroll deductions and withholdings); (ii) reimbursement for his health insurance premiums at his current rate of coverage for eighteen (18) months following the termination of Company-paid group health insurance coverage, provided Executive timely elects continued coverage under COBRA; and (iii) the vesting of the Option and Restricted Shares (but not the Acquisition Restricted Shares) shall be accelerated such that, in addition to the number of options and shares vested as of the date of Executive's resignation pursuant to terms of the applicable plan documents and agreements, the number of options and shares that would have vested over the eighteen (18) month period following such date of resignation had Executive not resigned, shall be deemed vested as of the resignation date. The severance payments and

Board to the Company within sixty (60) days after the occurrence of the event which forms the basis for termination for Good Reason. If Executive terminates his employment for Good Reason at any time other than within thirteen (13) months following a Change in Control (as defined herein), and Executive signs a release of claims in favor of the Company and allows that release to become effective pursuant to Section 6 of this Agreement, he shall receive the following severance benefits: (i) an amount equivalent to his base salary for eighteen (18) months from the date of termination, payable as salary continuation in accordance with the Company's ordinarily scheduled payroll (less standard payroll deductions and withholdings); (ii) reimbursement for his health insurance premiums at his current rate of coverage for eighteen (18) months following the termination of Company-paid group health insurance coverage, provided Executive timely elects continued coverage under COBRA; and (iii) the vesting of the Option and Restricted Shares (but not the Acquisition Restricted Shares) shall be accelerated such that, in addition to the number of options and shares vested as of the date of Executive's resignation pursuant to terms of the applicable plan documents and agreements, the number of options and shares that would have vested over the eighteen (18) month period following such date of resignation had Executive not resigned, shall be deemed vested as of the resignation date. The severance payments and health care reimbursement in subsections (i) and (ii) above shall cease when Executive commences full-time employment with another business entity. Executive hereby agrees to notify the Company within three (3) business days of accepting such employment. If Executive resigns without Good Reason, then he will not be entitled to any severance benefits. (b) DEFINITION OF GOOD REASON. For purposes of this Agreement, Good Reason shall mean any one of the following events occurs without Executive's consent: (i) a substantial reduction of Executive's annual base salary; (ii) a substantial reduction in the package of benefits and incentives, taken as a whole, provided to Executive (although employee contributions may be raised to the extent of any cost increases imposed by third parties), except to the extent that such benefits and incentives of all other executive officers of the Company are similarly reduced; or (iii) any substantial diminution of Executive's duties, responsibilities, authority, or reporting structure, or (iv) Executive is required to relocate to a working location such distance that a relocation from current residence would be required. 5.4 CHANGE IN CONTROL TERMINATION. (a) DEFINITION OF CHANGE IN CONTROL. For purposes of this Agreement, Change in Control means the occurrence of any of the following: (i) a sale of substantially all of the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation in which the Company's stockholders immediately before the merger or consolidation have, immediately after the merger or consolidation, more than fifty percent (50%) of the voting power of the surviving corporation); 6.

(iii) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are either not converted or by virtue of the merger are converted into other property, whether in the form of securities, cash or otherwise, in each case in which the Company's stockholders immediately before the merger do not have, immediately after the merger, more than fifty percent (50%) of the voting power of the Company; or (iv) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company's voting power is transferred. (b) TERMINATION AFTER A CHANGE IN CONTROL. In the event Executive's employment with the Company is terminated without Cause, or Executive suffers a Constructive Termination, within thirteen (13) months following a Change in Control, and Executive signs a release of claims in favor of the Company and allows that release to become effective pursuant to Section 6 of this Agreement, then Executive shall receive the following severance benefits: (i) an amount equivalent to his base salary for eighteen (18) months from the date of

(iii) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are either not converted or by virtue of the merger are converted into other property, whether in the form of securities, cash or otherwise, in each case in which the Company's stockholders immediately before the merger do not have, immediately after the merger, more than fifty percent (50%) of the voting power of the Company; or (iv) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company's voting power is transferred. (b) TERMINATION AFTER A CHANGE IN CONTROL. In the event Executive's employment with the Company is terminated without Cause, or Executive suffers a Constructive Termination, within thirteen (13) months following a Change in Control, and Executive signs a release of claims in favor of the Company and allows that release to become effective pursuant to Section 6 of this Agreement, then Executive shall receive the following severance benefits: (i) an amount equivalent to his base salary for eighteen (18) months from the date of termination, payable as salary continuation in accordance with the Company's ordinarily scheduled payroll (less standard payroll deductions and withholdings); (ii) reimbursement for his health insurance premiums at his current rate of coverage for eighteen (18) months following the termination of Company-paid group health insurance coverage, provided Executive timely elects continued coverage under COBRA; and (iii) the vesting of the Option and Restricted Shares (but not the Acquisition Restricted Shares) shall be accelerated such that in addition to the number of options and shares vested as of the date of termination pursuant to terms of the applicable plan documents and agreements, the number of options and shares that would have vested over the thirty (30) month period following such date of termination had the Executive's employment not been terminated without Cause, shall be deemed vested as of the date of termination. The severance payments and health care reimbursement in subsections (i) and (ii) above shall cease when Executive commences full-time employment with another business entity. Executive hereby agrees to notify the Company within three (3) business days of accepting such employment. Executive understands and agrees that the benefits he is eligible to receive under this Section 5.4(b) are being provided to him in lieu of any benefits he would otherwise be entitled to receive under the Company's Change of Control Senior Management Severance/Equity Acceleration Plan, and that Executive shall not be entitled to any benefits under that plan under any circumstances. (c) DEFINITION OF CONSTRUCTIVE TERMINATION. For purposes of this Agreement, Constructive Termination shall mean either (i) a material reduction in Executive's duties, responsibilities or position, or (ii) a material reduction in Executive's compensation or benefits, except for reductions in compensation and benefits that are concurrent with and consistent with reductions for all executives of the acquiring or surviving corporation. Constructive Termination is triggered by Executive's actual resignation within thirty (30) days of the above change. 7.

(d) TERMINATION WITH CAUSE OR NO CONSTRUCTIVE TERMINATION. In the event Executive is terminated with Cause, or resigns without having suffered a Constructive Termination, following a Change in Control, then Executive will not be entitled to severance pay, pay in lieu of notice, accelerated vesting of equity compensation, or any other such compensation or benefits. (e) PARACHUTE PAYMENTS. If any cash compensation payment, employee benefits or acceleration of vesting of stock options or other stock awards Executive would receive in connection with a Change in Control ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "parachute payments" is necessary so that the Payment equals the Reduced

(d) TERMINATION WITH CAUSE OR NO CONSTRUCTIVE TERMINATION. In the event Executive is terminated with Cause, or resigns without having suffered a Constructive Termination, following a Change in Control, then Executive will not be entitled to severance pay, pay in lieu of notice, accelerated vesting of equity compensation, or any other such compensation or benefits. (e) PARACHUTE PAYMENTS. If any cash compensation payment, employee benefits or acceleration of vesting of stock options or other stock awards Executive would receive in connection with a Change in Control ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of Executive's termination of employment): reduction of cash payments, reduction of employee benefits, and cancellation of accelerated vesting of stock awards. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive's stock awards unless the Executive elects in writing a different order for cancellation. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Executive's termination of employment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting a change in ownership or effective control of the Company, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive's right to a Payment arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion 8.

reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 6. RELEASE. Within thirty (30) days following the termination of Executive's employment, Executive shall provide the Company with an executed and effective general release substantially in the form attached hereto as Exhibit B (the "Release"), as a condition of receipt of any severance benefits provided under Section 5 of this Agreement. Unless the Release is executed by Executive and becomes fully effective under the terms set forth in the Release, no severance shall be payable to Executive, he shall not be entitled to health care reimbursement, any acceleration of shares provided in this Agreement shall not apply, and Executive shall only have the right to exercise shares following the date of his termination as provided in the applicable plan documents and applicable agreements. The Company will also provide a similar release to the Executive in the form attached hereto as Exhibit B 7. NONINTERFERENCE. While employed by the Company, and for one (1) year immediately following his employment termination date, Executive agrees not to interfere with the business of the Company by soliciting,

reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 6. RELEASE. Within thirty (30) days following the termination of Executive's employment, Executive shall provide the Company with an executed and effective general release substantially in the form attached hereto as Exhibit B (the "Release"), as a condition of receipt of any severance benefits provided under Section 5 of this Agreement. Unless the Release is executed by Executive and becomes fully effective under the terms set forth in the Release, no severance shall be payable to Executive, he shall not be entitled to health care reimbursement, any acceleration of shares provided in this Agreement shall not apply, and Executive shall only have the right to exercise shares following the date of his termination as provided in the applicable plan documents and applicable agreements. The Company will also provide a similar release to the Executive in the form attached hereto as Exhibit B 7. NONINTERFERENCE. While employed by the Company, and for one (1) year immediately following his employment termination date, Executive agrees not to interfere with the business of the Company by soliciting, attempting to solicit, inducing, or otherwise causing any employee of the Company to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any competitor of the Company, or directly or indirectly soliciting the business of any customer of the Company which at the time of Executive's termination or one year immediately prior thereto was listed on the Company's customer list. 8. INDEMNIFICATION. Executive shall receive indemnification as a corporate officer and director of the Company to the maximum extent extended to the other officers and directors of the Company. Executive shall also be covered by the Company's directors and officers insurance policy. 9. GENERAL PROVISIONS. 9.1 NOTICES. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by fax) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at his address as listed on the Company payroll. 9.2 SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. 9.

9.3 WAIVER. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

9.3 WAIVER. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 9.4 COMPLETE AGREEMENT. This Agreement and its Exhibits, constitute the entire agreement between Executive and the Company and it is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein, supersedes any other agreements or promises made to Executive by anyone, whether oral or written, and cannot be modified or amended except in a writing signed by an officer of the Company. No provision of this Agreement, including, without limitation, Sections 5.1(c), 5.2(c), 5.3(a) and 5.4(d), shall restrict or limit in any manner the entitlement of Executive to benefits pursuant to the Stay Incentive Agreement, dated December 30, 2002, between Zymark and Executive. 9.5 COUNTERPARTS. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. 9.6 HEADINGS. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. 9.7 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably. 9.8 ATTORNEYS' FEES. If either party hereto brings any action to enforce his or its rights hereunder, neither party shall be entitled to recover from the other party his or its attorneys' fees and costs incurred in connection with such action. 9.9 CHOICE OF LAW. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the Commonwealth of Massachusetts. 10.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. CALIPER TECHNOLOGIES CORP.
By: /s/ Daniel L. Kisner ---------------------------------Daniel L. Kisner, M.D. Chairman of the Board of Directors Date: June 8, 2003

Accepted and agreed this 8th day of June, 2003. KEVIN HRUSOVSKY, AN INDIVIDUAL
/s/ Kevin Hrusovsky -------------------------------FINAL VERSION, JUNE 8, 2003

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. CALIPER TECHNOLOGIES CORP.
By: /s/ Daniel L. Kisner ---------------------------------Daniel L. Kisner, M.D. Chairman of the Board of Directors Date: June 8, 2003

Accepted and agreed this 8th day of June, 2003. KEVIN HRUSOVSKY, AN INDIVIDUAL
/s/ Kevin Hrusovsky -------------------------------FINAL VERSION, JUNE 8, 2003

11.

EXHIBIT A PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT CALIPER TECHNOLOGIES CORP. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by CALIPER TECHNOLOGIES CORP. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows: 1. NONDISCLOSURE 1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns. 1.2 PROPRIETARY INFORMATION. The term "PROPRIETARY INFORMATION" shall mean any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation, "PROPRIETARY INFORMATION" includes (a) trade secrets, inventions, ideas, processes, formulas, products, formulations, developmental or experimental work, publications, clinical data, test data, methods, samples, media and/or call lines, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as "INVENTIONS"); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the Company. Notwithstanding the

EXHIBIT A PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT CALIPER TECHNOLOGIES CORP. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by CALIPER TECHNOLOGIES CORP. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows: 1. NONDISCLOSURE 1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns. 1.2 PROPRIETARY INFORMATION. The term "PROPRIETARY INFORMATION" shall mean any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation, "PROPRIETARY INFORMATION" includes (a) trade secrets, inventions, ideas, processes, formulas, products, formulations, developmental or experimental work, publications, clinical data, test data, methods, samples, media and/or call lines, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as "INVENTIONS"); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement, and my own, skill, knowledge, know-how and experience to whatever extent and in whichever way I wish. 1.3 THIRD PARTY INFORMATION. I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information ("THIRD PARTY INFORMATION") subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing. 1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS. During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. 2. ASSIGNMENT OF INVENTIONS. 2.1 PROPRIETARY RIGHTS. The term "PROPRIETARY RIGHTS" shall mean all trade secret, patent,

copyright, mask work and other intellectual property rights throughout the world. 2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to 1

have excluded from the scope of this Agreement (collectively referred to as "PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company's prior written consent. 2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as "COMPANY INVENTIONS." 2.4 NONASSIGNABLE INVENTIONS. This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter "SECTION 2870"). I have reviewed the notification on Exhibit A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification. 2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my employment and for six (6) months after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2870. 2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right, title and interest in and to any particular Invention to a third party, including without limitation the United States, as directed by the Company. 2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are "works made for hire," pursuant to United States Copyright Act (17 U.S.C., Section 101). 2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any

have excluded from the scope of this Agreement (collectively referred to as "PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company's prior written consent. 2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as "COMPANY INVENTIONS." 2.4 NONASSIGNABLE INVENTIONS. This Agreement does not apply to an Invention which qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter "SECTION 2870"). I have reviewed the notification on Exhibit A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification. 2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my employment and for six (6) months after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2870. 2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right, title and interest in and to any particular Invention to a third party, including without limitation the United States, as directed by the Company. 2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are "works made for hire," pursuant to United States Copyright Act (17 U.S.C., Section 101). 2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably

designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, 2

which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. 3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times. 4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the Company I will not, without the Company's express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (l) year after the date of termination of my employment by the Company I will not induce any employee of the Company to leave the employ of the Company. 5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith. 6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company's termination statement. 7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. 8. NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing. 9. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement. 10. GENERAL PROVISIONS. 10.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Santa Clara County, California for any lawsuit filed there against me by Company arising from or related to this Agreement. 10.2 SEVERABILITY. In case any one or more of the provisions contained in this Agreement shall, for any

which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. 3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times. 4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the Company I will not, without the Company's express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (l) year after the date of termination of my employment by the Company I will not induce any employee of the Company to leave the employ of the Company. 5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith. 6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company's termination statement. 7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. 8. NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing. 9. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement. 10. GENERAL PROVISIONS. 10.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Santa Clara County, California for any lawsuit filed there against me by Company arising from or related to this Agreement. 10.2 SEVERABILITY. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 10.3 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my heirs, executors, administrators

and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. 10.4 SURVIVAL. The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee. 10.5 EMPLOYMENT. I agree and understand that the employment relationship between me and the company is voluntary and without any fixed term and therefore may be terminated with or without cause by either party at any time in its sole discretion. 3

10.6 WAIVER. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. 10.7 ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. This Agreement shall be effective as of the first day of my employment with the Company, namely: _____________, 20____. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT. Dated: SIGNATURE (PRINTED NAME) ACCEPTED AND AGREED TO: CALIPER TECHNOLOGIES CORP. By: Title: 605 Fairchild Drive (Address) Mountain View, CA 94043 4

EXHIBIT A

10.6 WAIVER. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. 10.7 ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. This Agreement shall be effective as of the first day of my employment with the Company, namely: _____________, 20____. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT. Dated: SIGNATURE (PRINTED NAME) ACCEPTED AND AGREED TO: CALIPER TECHNOLOGIES CORP. By: Title: 605 Fairchild Drive (Address) Mountain View, CA 94043 4

EXHIBIT A LIMITED EXCLUSION NOTIFICATION THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company; (2) Result from any work performed by you for the Company.

EXHIBIT A LIMITED EXCLUSION NOTIFICATION THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company; (2) Result from any work performed by you for the Company. To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable. This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States. I ACKNOWLEDGE RECEIPT of a copy of this notification. By: (Printed Name of Employee) Date: WITNESSED BY: (Printed Name of Representative) Dated: A-1.

EXHIBIT B TO: FROM: ---------------------------DATE: ---------------------------SUBJECT: PREVIOUS INVENTIONS 1. Except as listed in Section 2 below, the following is a complete CALIPER TECHNOLOGIES CORP.

list of all inventions or improvements relevant to the subject matter of my employment by Caliper Technologies Corp. (the "COMPANY") that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company: [ ] No inventions or improvements. [ ] See below:

EXHIBIT B TO: FROM: ---------------------------DATE: ---------------------------SUBJECT: PREVIOUS INVENTIONS 1. Except as listed in Section 2 below, the following is a complete CALIPER TECHNOLOGIES CORP.

list of all inventions or improvements relevant to the subject matter of my employment by Caliper Technologies Corp. (the "COMPANY") that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company: [ ] No inventions or improvements. [ ] See below:

[ ] Additional sheets attached. 2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):
INVENTION OR IMPROVEMENT -----------------------1. -----------------------2. -----------------------3. -----------------------------------------------------------------------------------PARTY(IES) ---------RELATIONSHIP ------------

[ ] Additional sheets attached. B-1.

EXHIBIT B RELEASE AGREEMENT I understand that my position with Caliper Technologies Corp. (the "Company") terminated effective ___________, 20__ (the "Separation Date"). The Company has agreed that if I choose to sign this Release, the Company will provide me with certain severance benefits pursuant to the terms of the Key Employee Agreement (the "Agreement") between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, I hereby release the Company, its affiliates and its and their respective officers, directors, agents, attorneys, employees, shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys' fees, damages,

EXHIBIT B RELEASE AGREEMENT I understand that my position with Caliper Technologies Corp. (the "Company") terminated effective ___________, 20__ (the "Separation Date"). The Company has agreed that if I choose to sign this Release, the Company will provide me with certain severance benefits pursuant to the terms of the Key Employee Agreement (the "Agreement") between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, I hereby release the Company, its affiliates and its and their respective officers, directors, agents, attorneys, employees, shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys' fees, damages, or obligations of every kind and nature, whether they are now known or unknown, arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: all federal and state statutory and common law claims related to my employment or the termination of my employment or related to all claims for breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of equity or compensation. Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have in my capacity as an employee, officer and/or director of the Company pursuant to any express indemnification agreement, nor am I releasing any rights I may have as an owner and/or holder of the Company's common stock and stock options. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the Federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"). I also acknowledge that the consideration given for the release and waiver herein is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may arise after my signing of this Release; (b) I should consult with an attorney prior to executing this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this Release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the Company. The Company hereby releases, acquits and forever discharges you and your agents, successors, assigns, attorneys and affiliates from any and all claims, liabilities, demands, causes of action,

costs, expenses, attorneys' fees, damages, indemnities and obligations of any kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time within the authorized course and scope of your employment with the Company.
Agreed: CALIPER TECHNOLOGIES CORP. By:_______________________________ Daniel L. Kisner, M.D. Chairman of the Board of Directors KEVIN HRUSOVSKY, AN INDIVIDUAL ______________________________

costs, expenses, attorneys' fees, damages, indemnities and obligations of any kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time within the authorized course and scope of your employment with the Company.
Agreed: CALIPER TECHNOLOGIES CORP. By:_______________________________ Daniel L. Kisner, M.D. Chairman of the Board of Directors KEVIN HRUSOVSKY, AN INDIVIDUAL ______________________________

Date: Date:

EXHIBIT 31.1 CERTIFICATION I, E. Kevin Hrusovsky, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Caliper Technologies Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

EXHIBIT 31.1 CERTIFICATION I, E. Kevin Hrusovsky, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Caliper Technologies Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 14, 2003 /s/ E. Kevin Hrusovsky______________________ E. Kevin Hrusovsky, Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2 CERTIFICATION I, James L. Knighton, certify that:

EXHIBIT 31.2 CERTIFICATION I, James L. Knighton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Caliper Technologies Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 14, 2003 /s/ James L. Knighton______________________ James L. Knighton, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Caliper Technologies Corp. (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, E. Kevin Hrusovsky, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. August 14, 2003
/s/ E. KEVIN HRUSOVSKY -------------------------------------------E. Kevin Hrusovsky President and Chief Executive Officer

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Caliper Technologies Corp. (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James L. Knighton, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. August 14, 2003
/s/ JAMES L. KNIGHTON --------------------------------------------------James L. Knighton Chief Operating Officer and Chief Financial Officer

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Caliper Technologies Corp. (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James L. Knighton, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. August 14, 2003
/s/ JAMES L. KNIGHTON --------------------------------------------------James L. Knighton Chief Operating Officer and Chief Financial Officer


								
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