<PAGE>   1
                                                                 EXHIBIT - 10.11

                            COLLABORATION AGREEMENT

     This Collaboration Agreement ("Agreement") dated as of the 19 day of March,
1999 is by and between ACLARA BIOSCIENCES, INC., 3906 Trust Way, Hayward,
California 94545-3716 ("ACLARA") and THE PERKIN-ELMER CORPORATION, having its PE
Biosystems Division at 850 Lincoln Centre Drive, Foster City, CA 94404
("PERKIN-ELMER").

     A.   WHEREAS, ACLARA has proprietary technology and know-how with respect
to microfluidic electrophoresis devices;

     B.   WHEREAS, ACLARA has certain skills and know-how related to the
manufacture, design and use of such devices;

     C.   WHEREAS, PERKIN-ELMER has certain skills and know-how related to high
throughput screening systems utilizing electrophoresis, and the manufacture,
marketing, sales and support of products incorporating such systems;

     D.   WHEREAS, PERKING-ELMER and Soane Biosciences, Inc. (the predecessor to
ACLARA) entered into a previous Collaboration Agreement dated as of April 25,
1998, with the objective of developing genetic analysis systems incorporating
microfluidic electrophoresis devices;

     E.   WHEREAS, ACLARA and PERKIN-ELMER desire to enter into an additional
collaboration with the objective of developing high throughput screening systems
incorporating microfluidic electrophoresis devices;

     F.   WHEREAS, both Parties recognize that each has rights to pre-existing
intellectual properties which may directly or indirectly contribute to the
commercialization of such high throughput screening systems and understand that
in the process of developing the high throughput screening systems contemplated
by the collaboration, both parties will reveal to each other relevant
intellectual property that existed prior to the effective date of the
collaboration under appropriate confidentiality and nondisclosure provisions,
irrespective of whether the intellectual property is an issued patent, a pending
patent application, a trade secret, know-how or otherwise;

     G.   WHEREAS, ACLARA desires to manufacture such microfluidic
electrophoresis devices and supply PERKIN-ELMER'S requirements therefor;

     H.   WHEREAS, PERKIN-ELMER and Soane Biosciences, Inc. (the predecessor to
ACLARA) have entered into a certain Series E Redeemable Preferred Stock Purchase
Agreement dated on or about April 27, 1998;


                                       1
<PAGE>   2


     I.   WHEREAS, the Parties will enter into a Series G Redeemable Preferred
Stock Purchase Agreement within thirty (30) days of the Effective Date, under
substantially the same terms as those of the Series E offering, whereby
PERKIN-ELMER will invest Three Million Dollars ($3,000,000) in ACLARA at a share
price of Four Dollars and Two Cents ($4.02) (the "Equity Agreement");

     NOW THEREFORE, in considerations of the mutual covenants and promises
contained in this Agreement, the Parties agree as follows:

1.   DEFINITIONS.

     1.1. "Affiliates" means any corporation, firm, partnership or other entity,
          whether de jure or de facto, which directly or indirectly owns, is
          owned by or is under common ownership with a Party to this Agreement
          to the extent of at least fifty percent (50%) of the equity (or such
          lesser percentage which is the maximum allowed to be owned by a
          foreign corporation in a particular jurisdiction) having the power to
          vote on or direct the affairs of the entity.

     1.2. "Intellectual Property Rights" means all intellectual property rights
          worldwide arising under statutory or common law, and whether or not
          perfected, including, without limitation, all (1) patents, patent
          applications and patent rights; (2) rights associated with the works
          of authorship including copyrights, copyright applications, copyright
          registrations, mask works, mask work applications, mask work
          registrations; (3) rights relating to the protection of trade secrets
          and confidential information; (4) any right analogous to those set
          forth in this definition and any other proprietary rights relating to
          intangible property (other than trademark, trade dress, or service
          mark rights); (5) divisions, continuations, renewals, reissues,
          continuing prosecution, and extensions of the foregoing (as and to the
          extent applicable) now existing, hereafter filed, issued or acquired;
          and (6) know-how.

     1.3. "Pre-Collaboration ACLARA Intellectual Property" means all
          Intellectual Property Rights relating to Microfluidic Electrophoresis
          Devices that are owned by, either partially or wholly, or licensed to,
          ACLARA as of the Effective Date, including without limitation [*]
          and any Related Patents.

     1.4. "Collaboration ACLARA Intellectual Property" means all Intellectual
          Property Rights arising out of work performed pursuant to this
          Agreement, conceived during the Collaboration Period solely by one or
          more employees or agents of ACLARA.



[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       2
<PAGE>   3
1.5.    "Collaboration Joint Intellectual Property" means all Intellectual
        Property Rights arising out of work performed pursuant to this
        Agreement, which is jointly conceived during the Collaboration Period by
        one or more employees or agents of ACLARA, and by one or more employees
        or agents of PERKIN-ELMER.

1.6.    "Collaboration PERKIN-ELMER Intellectual Property" means all
        Intellectual Property arising out of work performed pursuant to this
        Agreement, conceived during the Collaboration Period solely by one or
        more employees or agents of PERKIN-ELMER.

1.7.    "Collaboration Period" means the term beginning on the Effective Date
        and ending [*] thereafter.

1.8.    "Exclusive Period" means the term beginning on the Effective Date and
        ending [*] thereafter.

1.9.    "Effective Date" means the date of this Agreement first written above
        or such later date as the Parties will determine by mutual agreement.

1.10.   "Net Sales" means (1) with respect to sales by a Party, or an Affiliate
        of a Party, to non-affiliated third party purchasers, the actual amount
        of gross sales of Collaboration Product to a third party, less: trade,
        cash and quantity discounts, if any, actually allowed, amounts refunded
        for faulty or defective product, returns, rejections, freight, insurance
        and other transportation costs, tariffs, duties and similar governmental
        charges paid (except income taxes); (2) with respect to sales by a Party
        made to any Affiliate or to any entity enjoying a special course of
        dealing with a Party, the Net Sales will be determined based on the
        first resale in a bona fide arms-length transaction of Collaboration
        Product by such Affiliate, person, firm or corporation to third parties;
        and (3) with respect to Collaboration Product which are used by a Party,
        or an Affiliate of a Party, to supply services or information to a third
        party for commercial purposes, or are otherwise disposed of, excluding
        demonstration or other marketing activities performed for no or de
        minimis compensation, the Net Sales will be determined as if such
        Collaboration Product had been sold to a non-affiliated third party
        purchaser at the average Net Sales for such Collaboration Product during
        the immediately preceding one hundred and twenty (120) days.

1.11.   "Residual Net Sales" means Net Sales minus Manufacturing Cost.

1.12.   "Party" means ACLARA or PERKIN-ELMER and, when used in the plural,
        means ACLARA and PERKIN-ELMER.

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       3
<PAGE>   4
1.13.   "Subject Patent" means any patent or patent application claiming or
        disclosing Pre-Collaboration ACLARA Intellectual Property, Collaboration
        ACLARA Intellectual Property, Collaboration Joint Intellectual Property,
        and/or Collaboration PERKIN-ELMER Intellectual Property, including any
        Related Patents.

1.14.   "Collaboration Product" means any product for use in the Collaboration
        Field which, but for the licenses granted hereunder, manufacture, use
        or sale thereof would infringe a Valid Claim of a Subject Patent.

1.15.   "Valid Claim" means a claim of a patent or patent application that has
        not been held invalid or otherwise unenforceable by a court of
        competent jurisdiction or has not otherwise finally been held
        unpatentable by an appropriate administrative agency.

1.16.   "Prosecute" means, in the context of prosecuting pending patent
        applications, taking necessary actions, including conducting
        oppositions and interferences, to perfect patent rights to an invention.

1.17.   "High Throughput Screening" means methods utilizing Microfluidic
        Electrophoresis Devices in which [*] candidate compounds are contacted
        with [*], and an extent of [*] interaction is determined based on [*].
        For avoidance of doubt, the definition of High Throughput Screening
        expressly excludes methods not employing an electrophoretic separation
        step.

1.18.   "Assay Development System" means an HTS System useful for optimizing
        conditions for carrying out High Throughput Screening assays, and having
        a throughput of approximately [*] assays per
        day.

1.19.   "Secondary Screening System" means an HTS System capable of performing
        multiple candidate-versus-target concentration titration assays, e.g.,
        IC50 titration assays, and having a throughput of approximately [*]
        assays per day.

1.20.   "Collaboration Field" means the field of High Throughput Screening.

1.21.   "Microfluidic Electrophoresis Device" means a device comprising
        intersecting electrophoresis channels formed in a monolithic solid
        substrate, e.g., glass or plastic, which may comprise one or more
        layers, which manufacture, use or sale thereof would infringe at least
        one Valid Claim of a Subject Patent.

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       4

<PAGE>   5
1.22.   "HTS Systems" means instruments or instrument systems for performing
        High Throughput Screening which are adapted to utilize one or more
        Microfluidic Electrophoresis Devices.

1.23.   "Related Patent" means any patent or patent application owned, held, or
        otherwise controlled, in whole or in part by ACLARA that (1) claims
        substantially the same subject matter as a Subject Patent, (2) claims
        improvements to inventions disclosed or claimed in a Subject Patent and
        requires rights under the Subject Patent to exploit such improvements,
        (3) claims priority to, a Subject Patent, including but not limited to
        continuation applications and patents, continuation-in-part
        applications and patents, divisional applications and patents,
        reexamination applications and patents, reissue applications and
        patents, and continuing prosecution applications and patents, (4) is a
        parent of a Subject Patent, and/or (5) any foreign equivalents of a
        Subject Patent or any patent or patent application in (1), (2), (3) or
        (4) above.

1.24.   "Start Development Checkpoint" means a point in a project at which a
        report is produced which documents that the following parameters have
        been established with respect to a Collaboration Product: [*].

1.25.   "Technology Access Partner" means a third party who receives early
        access to HTS Systems and Microfluidic Electrophoresis Devices
        developed pursuant to this Agreement.

1.26.   "Technology Access Agreement" means an agreement between one or both
        Parties and a Technology Access Partner defining the terms and
        conditions under which the Technology Access Partner provides funding in
        return for receiving early access to HTS Systems and Microfluidic
        Electrophoresis Devices.

1.27.   "Manufacturing Cost" means the fully-burdened manufacturing cost of a
        product including the direct material costs and material overhead cost,
        direct labor costs, and fixed, variable and semi-variable manufacturing
        overhead costs, as determined using a Party's customary practices and
        procedures in accordance with United States generally accepted
        accounting procedures (GAAP).

1.28.   "Quarter" means a three month period beginning on the first day of
        January, April, July or October next following the Effective Date, and
        each three month period thereafter, except that the first Quarter will
        include the

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       5
<PAGE>   6



        period from the Effective Date to the first day of the nearest three
        month period after the Effective Date.

1.29.   "Confidential Information" means confidential knowledge, know-how,
        practices, processes, equipment or information that a receiving party
        has a reasonable basis to believe is confidential to the disclosing
        party or is treated by the disclosing party as confidential.
        Notwithstanding the above, Confidential Information will not include,
        and nothing in Section 6 will in any way restrict the rights of either
        ACLARA or PERKIN-ELMER to use, disclose or otherwise deal with any
        information which:

        (a)   can be demonstrated to have been in the public domain as of the
              Effective Date or comes into the public domain during the term of
              this Agreement through no act of the receiving party; or

        (b)   can be demonstrated to have been independently known to the
              receiving party prior to the receipt thereof, or made available to
              the receiving party as a matter of lawful right by a third party;
              or

        (c)   can be demonstrated to have been rightfully received by the
              receiving party from a third party who did not require the
              receiving party to hold it in confidence or limit its use, or on
              the basis of a restriction that has lapsed, and who did not
              acquire it, directly or indirectly, from the other Party to this
              Agreement under a continuing obligation of confidentiality; or

        (d)   will be required for disclosure to any governmental regulatory
              agencies pursuant to approval for use; or

        (e)   is independently conceived, invented or acquired by researches of
              the receiving party who have not been personally exposed to the
              information provided to the receiving party hereunder.

2.    Feasibility Phase.

      2.1.    Purpose. During the feasibility phase the Parties will work both
              jointly and independently to establish technical and commercial
              feasibility of all Collaboration Product. All jointly developed
              Collaboration Product must be approved by the Joint Steering
              Committee per Section 4. The feasibility phase of a project will
              continue until a Start Development Checkpoint has been achieved
              for that project.

      2.2.    Responsibilities. FERKIN-ELMER will have primary responsibility
              for system development and integration, including software,
              optical, mechanical and fluidic subsystems. ACLARA will have
              primary


                                       6
<PAGE>   7
            responsibility for development of Microfluidic Electrophoresis
            Devices, and ACLARA and PERKIN-ELMER will share responsibilities for
            assay development; provided, however, that such primary
            responsibilities may be reallocated by the Joint Steering Committee.

      2.3   Work Plan. Feasibility and commercial development of Collaboration
            Product will be established by the Parties in accordance with a Work
            Plan. The Work Plan will set forth at least a plan of action to
            achieve a Start Development Checkpoint. The Work Plan will be
            defined and modified as required from time to time by the Joint
            Steering Committee. An initial Work Plan is set forth in Exhibit 1
            attached hereto.

      2.4   [*] System. Within four (4) months after the Effective Date, the
            Parties will develop a Work Plan to achieve a Start Development
            Checkpoint for an [*] System within [*] after the Effective Date.
            If, [*] after the Effective Date, a Party (the "Proposing Party")
            desires to commercially develop an [*] System, then the Proposing
            Party will so notify the other Party (the "Reviewing Party") of such
            desire in writing, such notice to include a reasonable description
            of the proposed [*] System sufficient for the Reviewing Party to
            meaningfully evaluate the technical and commercial merits of such
            [*] System. Thereafter, the Reviewing Party will have a period of
            [*] to evaluate the [*] System and to notify the Proposing Party in
            writing that the Reviewing Party has elected to commercially develop
            such [*] System jointly with the Proposing Party pursuant to this
            Agreement, in which case the Parties will promptly amend the Work
            Plan to include such commercial development plans. Alternatively, if
            the Reviewing Party declines to develop such [*] System, or fails to
            notify the proposing Party of its election to develop such [*]
            System, within the [*] period, the development of such [*] System
            will be excluded from the exclusivity provisions of Section 3.3.1,
            and the Reviewing Party will grant a non-exclusive license under
            Subject Patents, as necessary to effect commercialization of such
            [*] System, as such non-exclusive licenses are set forth in Sections
            5.4.1, 5.4.4, and 5.4.5.

      2.5   Secondary Screening System. Within [*] after the Effective Date, the
            Parties will develop a Work Plan to achieve a Start Development
            Checkpoint for a Secondary Screening System within [*] after the
            Effective Date; except that, if the Work Plan requires four (4) or
            more persons beyond those persons already committed to any Work
            Plans then in place, then the Work Plan will achieve a Start
            Development Checkpoint for a Secondary Screening System within [*]
            after the Effective Date. If, [*] after the Effective

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       7
<PAGE>   8


          Date, depending upon when the Work Plan calls for achieving a Start
          Development Checkpoint, a Party (the "Proposing Party") desires to
          commercially develop a Secondary Screening System, then the Proposing
          Party will so notify the other Party (the "Reviewing Party") of such
          desire in writing, such notice to include a reasonable description of
          the proposed Secondary Screening System sufficient for the Reviewing
          Party to meaningfully evaluate the technical and commercial merits of
          such Secondary Screening System. Thereafter, the Reviewing Party will
          have a period of [*] to evaluate the Secondary Screening System and to
          notify the Proposing Party in writing that the Reviewing Party has
          elected to commercially develop such Secondary Screening System
          jointly with the Proposing Party pursuant to this Agreement, in which
          case the Parties will promptly amend the Work Plan to include such
          commercial development plans. Alternatively, if the Reviewing Party
          declines to develop such Secondary Screening System, or fails to
          notify the proposing Party of its election to develop such Secondary
          Screening System, within the [*] period, the development of such
          Secondary Screening System will be excluded from the exclusivity
          provisions of Section 3.3.1, and the Reviewing Party will grant a
          non-exclusive license under Subject Patents, as necessary to effect
          commercialization of such Assay Development System, as such
          non-exclusive licenses are set forth in Sections 5.4.1, 5.4.4, and
          5.4.5.

     2.6  Feasibility Teams. Each Party will assign personnel to its feasibility
          team with the appropriate skills and experience to accomplish the work
          established in the Work Plan. It is expected that such teams will work
          together to accomplish the objective of the collaboration including,
          if appropriate, conducting efforts at the same facility.

     2.7  Provision of HTS Systems to ACLARA. PERKIN-ELMER will provide
          prototype HTS Systems to ACLARA at PERKIN-ELMER's internal transfer
          cost, as such systems become available to PERKIN-ELMER, for ACLARA's
          use and not for resale, subject to any prior commitments to a
          Technology Access Partner. The number of systems so provided will be
          determined by the Joint Steering Committee.

     2.8  Technology Access Program (TAP). Funding for the Work Plan may be
          obtained through a TAP between one or both Parties and a Technology
          Access Partner. Terms governing a TAP must be mutually agreed to by
          the Parties through the Joint Steering Committee. Neither Party will
          enter into a TAP without the prior written consent of the other Party.
          However, terms and conditions relating directly to the purchase of
          equity in ACLARA will be at the sole discretion of ACLARA.

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       8

<PAGE>   9
3.   COMMERCIALIZATION PHASE.

     3.1  Purpose. The purpose of the commercialization phase of the
          collaboration is the facilitation of a cost effective manufacturing,
          marketing, sales and support program for a Collaboration Product. The
          commercialization phase of a project will commence upon reaching a
          Start Development Checkpoint for that project.

     3.2  Marketing, Sales and Support. In order to effectively market a
          Collaboration Product the Parties agree that:

          3.2.1.    a Collaboration Product will be exclusively marketed, sold
                    and supported (including customer training and application
                    support of customers) through the sales and service
                    organization of PERKIN-ELMER, its Affiliates and
                    distributors, in accordance with a marketing plan to be
                    developed by PERKIN-ELMER;

          3.2.2.    PERKIN-ELMER will be responsible for all expenses for the
                    marketing, sales and support of a Collaboration Product; and

          3.2.3.    Microfluidic Electrophoresis Devices, HTS Systems, and
                    related marketing literature will be marked so as to
                    indicate that such devices are a product of both
                    PERKIN-ELMER and ACLARA.

     3.3  Sale and Purchase of Microfluidic Electrophoresis Devices. Subject to
          the terms and conditions of this Agreement, ACLARA will sell to
          PERKIN-ELMER and PERKIN-ELMER will purchase from ACLARA Microfluidic
          Electrophoresis Devices.

          3.3.1.    During the Exclusive Period. Within the Collaboration Field,
                    and during the Exclusive Period, ACLARA will sell
                    Microfluidic Electrophoresis Devices solely to PERKIN-ELMER
                    and PERKIN-ELMER will purchase Microfluidic Electrophoresis
                    Devices solely from ACLARA.

          3.3.2.    After Expiration of the Exclusive Period. After the
                    expiration of the Exclusive Period, if PERKIN-ELMER desires
                    to develop a Microfluidic Electrophoresis Device for use in
                    the Collaboration Field, then PERKIN-ELMER will so notify
                    ACLARA in writing. Thereafter, ACLARA will have a period of
                    three (3) months to evaluate PERKIN-ELMER's proposed
                    Microfluidic Electrophoresis Device and to notify
                    PERKIN-ELMER in writing that ACLARA has elected to develop
                    and supply such Microfluidic Electrophoresis Device jointly
                    with PERKIN-ELMER pursuant to terms to be negotiated in good
                    faith, such terms to be in accordance


                                       9
<PAGE>   10
                    with Section 3, in which case the Parties will promptly
                    enter into a collaboration and supply agreement with respect
                    to such Microfluidic Electrophoresis Device. If the Parties
                    cannot agree to the terms of such agreement within ninety
                    (90) days after ACLARA's election to develop and supply such
                    Microfluidic Electrophoresis Device, the Parties will
                    resolve the outstanding issues pursuant to the procedures
                    set forth in Section 4.4. Conversely, if, after the
                    expiration of the Exclusive Period, ACLARA declines to
                    develop and supply such Microfluidic Electrophoresis Device,
                    or fails to notify PERKIN-ELMER of its election to develop
                    and supply such Microfluidic Electrophoresis Device, within
                    the three (3) month period, the development and manufacture
                    of such Microfluidic Electrophoresis Device may be performed
                    by PERKIN-ELMER or its designate pursuant to the
                    non-exclusive license set forth in Section 5.4.1.

          3.3.3.    Supply Agreement. Prior to ninety (90) days before a first
                    commercial sale of a Microfluidic Electrophoresis Device,
                    the Parties will enter into a supply agreement which,
                    consistent with this Agreement, will govern the purchase and
                    sale of Microfluidic Electrophoresis Devices. Such supply
                    agreement will contain provisions which, in addition to
                    customary warranty, representations and indemnification
                    provisions, will (1) set forth a commercially reasonable
                    plan for ACLARA to supply Microfluidic Electrophoresis
                    Devices to PERKIN-ELMER in satisfaction of PERKIN-ELMER's
                    requirements as to volume, cost, physical specifications,
                    regulatory requirements and schedule, and (2) obligate
                    ACLARA to provide technical support to PERKIN-ELMER (but not
                    directly to PERKIN-ELMER's customers). Reasonable minimum
                    purchase quantities will be negotiated between the Parties
                    in good faith. With respect to the supply of a Microfluidic
                    Electrophoresis Device jointly developed pursuant to this
                    Agreement, the supply agreement will also include
                    exclusivity provisions stating that ACLARA will supply such
                    Microfluidic Electrophoresis Device solely to PERKIN-ELMER
                    and that PERKIN-ELMER will purchase such Microfluidic
                    Electrophoresis Device solely from ACLARA during the term of
                    this Agreement, subject to the provisions of Section 3.3.7
                    and Section 3.3.6.

          3.3.4.    Purchase Orders. PERKIN-ELMER will purchase Microfluidic
                    Electrophoresis Devices from ACLARA by issuing a written
                    purchase order identifying the quantity, shipping
                    instructions, delivery dates, and any other special
                    information. To the extent the terms of any such purchase
                    order differ from or conflict with the


                                       10
<PAGE>   11
                  terms of this Agreement, the terms of this Agreement will
                  govern. Within forty-five (45) days prior to the date of
                  commercial introduction, and prior to the end of each
                  calendar month thereafter, PERKIN-ELMER will submit a
                  six-month rolling forecast of estimated requirements of
                  Microfluidic Electrophoresis Devices. The forecast for the
                  first three (3) months of the six (6) month period will
                  constitute a binding purchase order and the balance of such
                  forecast will be non-binding. The Joint Steering Committee
                  will determine a maximum rate of increase for forecast orders.

          3.3.5.  Transfer Price. ACLARA will supply Microfluidic
                  Electrophoresis Devices to PERKIN-ELMER at a transfer price
                  equal to [*] for such Microfluidic Electrophoresis Devices.
                  [*].

          3.3.5.[SIC] Label License. Microfluidic Electrophoresis Devices
                  supplied to PERKIN-ELMER pursuant to this Section 3.3 will
                  include a label license as set forth in Section 5.4.3.

          3.3.6.  ACLARA Unable to Supply Microfluidic Electrophoresis Devices
                  to PERKIN-ELMER. If, during the Exclusive Period, ACLARA is
                  unable to supply Microfluidic Electrophoresis Devices to
                  PERKIN-ELMER in accordance with this Section 3, such
                  Microfluidic Electrophoresis Devices may be made by
                  PERKIN-ELMER or its designate, pursuant to the conditional
                  non-exclusive license set forth in Section 5.4.1; provided,
                  however, that ACLARA will have sixty (60) days following
                  notice by PERKIN-ELMER to remedy any cause for non-compliance
                  with the requirements of this Section 3.

          3.3.7.  Minimum Net Sales and Early Termination of Exclusive Period.
                  If, after a first commercial sale of a Microfluidic
                  Electrophoresis Device that is subject to the exclusivity
                  obligations of Sections 3.3.1 or 3.3.3, the Net Sales of such
                  Microfluidic Electrophoresis Device does not meet or exceed a
                  minimum value ("Minimum Net Sales"), ACLARA's obligation to
                  exclusively supply that particular Microfluidic
                  Electrophoresis Device to PERKIN-ELMER will immediately
                  terminate, but PERKIN-ELMER's obligation to exclusively
                  purchase such Microfluidic Electrophoresis Device from ACLARA
                  will remain in effect. Such Minimum Net Sales will be
                  determined as follows. For the first year after a first
                  commercial sale of a Microfluidic Electrophoresis Device,
                  there will be no Minimum Net Sales. For the second year after
                  a first commercial sale of a Microfluidic Electrophoresis
                  Device, the Minimum Net Sales will

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       11
<PAGE>   12
            equal [*] of the actual Net Sales for that Microfluidic
            Electrophoresis Device in the first year after a first commercial
            sale. For the third year after a first commercial sale of a
            Microfluidic Electrophoresis Device, and each year thereafter, the
            Minimum Net Sales will equal [*] of the average actual annual Net
            Sales realized for that Microfluidic Electrophoresis Device in the
            preceeding [*] years. For the purpose of this Section 3.3.8, a sale
            of a Microfluidic Electrophoresis Device to a Technology Access
            Partner under a Technology Access Agreement will not constitute a
            commercial sale.

      3.4.  Sales Price. The sales price of Microfluidic Electrophoresis Devices
            to third party purchasers will be determined by the Joint Steering
            Committee. In the event a price change of a Microfluidic
            Electrophoresis Device becomes necessary for any reason, such as a
            model change, a major change of a competitive situation with respect
            to price performance or any other reasonable cause, the Parties
            will, in good faith, negotiate, primarily through the Joint Steering
            Committee, to establish a reasonable sales price.

      3.5.  Value Sharing. With respect to the sale of Microfluidic
            Electrophoresis Devices supplied to PERKIN-ELMER by ACLARA pursuant
            to Section 3.3.1, PERKIN-ELMER will pay ACLARA [*] of such
            Microfluidic Electrophoresis Devices sold by PERKIN-ELMER, its
            Affiliates, distributors and sublicensees, and the balance of Net
            Sales will be retained by PERKIN-ELMER, as determined at the end of
            each Quarter.

4.    Joint Steering Committee.

      4.1.  Purpose. A Joint Steering Committee will be established to oversee
            the collaboration established by this Agreement throughout the term
            of this Agreement. The purpose of the Joint Steering Committee will
            be:

            (a)   to oversee all aspects of the collaboration, including
                  development and implementation of the Work Plan, manufacturing
                  (supply), marketing, sales, and support of a Collaboration
                  Product;

            (b)   to review and evaluate progress under the Work Plan with
                  respect to the development of a Collaboration Product,
                  including annual budgets;

            (c)   to recommend and ensure implementation of changes to the Work
                  Plan as appropriate;

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.
                                       12





<PAGE>   13
                  (d)   to approve any Technology Access Partner and to
                        negotiate and approve any Technology Access Agreement;

                  (e)   to organize the Feasibility Team(s) and oversee and
                        direct their activities; and

                  (f)   to resolve disputes arising under this Agreement.

            4.2.  Membership. The Joint Steering Committee will be comprised of
                  three employees each from ACLARA and PERKINS-ELMER, appointed
                  at the sole direction of the respective Parties. Substitute
                  employees may be appointed at any time. The Joint Steering
                  Committee will be chaired in the first year by a senior
                  representative from ACLARA, and thereafter on a rotating
                  annual basis, by a senior representative from ACLARA or
                  PERKIN-ELMER.

            4.3.  Meetings. The Joint Steering Committee will meet as often as
                  is reasonably necessary to accomplish its purpose but at least
                  quarterly, on a mutually agreeable date and at a place
                  selected initially by ACLARA and then by each party in turn
                  thereafter, such place to be located in the San Francisco bay
                  area. Representatives of ACLARA or PERKIN-ELMER, or both, in
                  addition to members of the Joint Steering Committee, may
                  attend such meetings at the invitation of either Party.

            4.4.  Joint Steering Committee Decisions and Dispute Resolution.
                  Decisions by the Joint Steering Committee will be made by
                  consensus. If the Joint Steering Committee is unable to reach
                  agreement, within ten (10) days the matter will be submitted
                  for resolution to the President of ACLARA and the President of
                  the PE Biosystems Division of PERKIN-ELMER. In the event that
                  the Presidents for each Party cannot reach agreement within
                  ten (10) days after receiving notice from the Joint Steering
                  Committee, which period may be extended by mutual agreement of
                  the Parties, then either Party may initiate arbitration in
                  accordance with this section under the rules of the American
                  Arbitration Association then in effect. A Party will notify
                  the other in writing should it intend to arbitrate. The
                  Parties will select, by mutual agreement, a neutral expert
                  from the National Panel of Arbitrators of the AAA, within
                  thirty (30) days after receipt of such notice. Should no
                  arbitrator be chosen within the above period, the AAA will
                  appoint the arbitrator within thirty (30) days after the end
                  of such period. The Laws of the State of California will apply
                  to the arbitration proceedings. The decision of the
                  arbitrators with respect to this Agreement will be final and
                  binding on the Parties and their legal successors.

            4.5.  Expenses. The Parties shall each bear all expenses of their
                  respective members related to their participation on the Joint
                  Steering Committee.


                                       13

<PAGE>   14


      5.    INTELLECTUAL PROPERTY; PATENT PROSECUTION AND LITIGATION; LICENSES;
            TRADEMARKS.

            5.1.   Ownership of Intellectual Property

                   5.1.1. Pre-Collaboration ACLARA Intellectual Property and
                          Collaboration ACLARA Intellectual Property. All rights
                          and title to Pre-Collaboration ACLARA Intellectual
                          Property and Collaboration ACLARA Intellectual
                          Property, whether patentable or copyrightable or not,
                          will belong to ACLARA and will be subject the terms
                          and conditions of this Agreement.

                   5.1.2. Collaboration Joint Intellectual Property. All rights
                          and title to Collaboration Joint Intellectual
                          Property, whether patentable or copyrightable or not,
                          will belong jointly to PERKIN-ELMER and will be
                          subject to the terms and conditions of this Agreement.

                   5.1.3. Collaboration PERKIN-ELMER Intellectual Property. All
                          rights and title to Collaboration PERKIN-ELMER
                          Intellectual Property, whether patentable or
                          copyrightable or not, will belong to PERKIN-ELMER and
                          will be subject to the terms and conditions of this
                          Agreement.

            5.2.   Invention Disclosures. ACLARA and PERKIN-ELMER agree to use
                   reasonable efforts to report inventions conceived and/or
                   reduced to practice that are within the scope of the
                   collaboration intellectual property described in Sections
                   1.4, 1.5 and 1.6 within thirty (30) days of their
                   identification thereof.

            5.3.   Filing of Patent Applications.

                   5.3.1  Collaboration ACLARA Intellectual Property. ACLARA
                          will have the first right, using in-house or outside
                          legal counsel selected at ACLARA's sole discretion, to
                          prepare, file, Prosecute, maintain and extend patent
                          applications for Collaboration ACLARA Intellectual
                          Property in countries of ACLARA's choosing, and ACLARA
                          will bear all costs relating to such activities which
                          occur at ACLARA's request or direction. ACLARA will
                          solicit PERKIN-ELMER's advice and review of ACLARA's
                          patent applications and other official communications
                          concerning the protection of Collaboration ACLARA
                          Intellectual Property relating to a Collaboration
                          Product, and take into consideration PERKIN-ELMER's
                          advice thereon. If ACLARA elects not to prepare, file,

                                       14

<PAGE>   15
        Prosecute or maintain certain of such patent applications or certain
        claims encompassed within such applications, in one or more countries,
        ACLARA will give PERKIN-ELMER notice thereof within a reasonable period
        prior to allowing such patents or claims to lapse or become abandoned
        or unenforceable, and PERKIN-ELMER will thereafter have the right, at
        its sole expense, to prepare, file, Prosecute, and maintain such
        applications in its own name in such one or more countries. ACLARA
        will, at PERKIN-ELMER's expense, provide reasonable assistance to
        PERKIN-ELMER to facilitate the filing and prosecution of all such
        applications and will execute all documents deemed necessary or
        desirable therefor. PERKIN-ELMER and ACLARA will each hold all
        information it presently knows or acquires under this Section 5.3.1 as
        Confidential Information in accordance with Section 6.

5.3.2   Collaboration PERKIN-ELMER Intellectual Property. PERKIN-ELMER will have
        the first right, using in-house or outside legal counsel selected at
        PERKIN-ELMER's sole discretion, to prepare, file, Prosecute, maintain
        and extend patent applications for Collaboration PERKIN-ELMER
        Intellectual Property in countries of PERKIN-ELMER's choosing, and
        PERKIN-ELMER will bear all costs relating to such activities which occur
        at PERKIN-ELMER's request or direction. PERKIN-ELMER will solicit
        ACLARA's advice and review of PERKIN-ELMER's applications relating to
        Collaboration Product and take into consideration ACLARA's advice
        thereon. If PERKIN-ELMER elects not to prepare, file, Prosecute or
        maintain certain of such patent applications or certain claims
        encompassed within such applications, in one or more countries,
        PERKIN-ELMER will give ACLARA notice thereof within a reasonable period
        prior to allowing such patents or claims to lapse or become abandoned or
        unenforceable, and ACLARA will thereafter have the right, at its sole
        expense, to prepare, file, Prosecute, and maintain such applications in
        its own name in such one or more countries. PERKIN-ELMER will, at
        PERKIN-ELMER's expense, provide reasonable assistance to ACLARA to
        facilitate the filing and prosecution of all such applications and will
        execute all documents deemed necessary or desirable therefor.
        PERKIN-ELMER and ACLARA will each hold all information it presently
        knows or acquires under this Section 5.3.2 as Confidential Information
        in accordance with Section 6.

5.3.3   Collaboration Joint Intellectual Property. With respect to
        Collaboration Joint Intellectual Property, PERKIN-ELMER and

                                       15
<PAGE>   16
               ACLARA will jointly determine the advisability of filing a
               patent application for other intellectual property thereon. The
               Joint Steering Committee, as appropriate, will appoint one of the
               Parties the responsibility to prepare, file, Prosecute diligently
               and maintain such application(s). The Parties will share equally
               all reasonable costs incurred in connection with such activities
               (the non-prosecuting Party will promptly reimburse the
               prosecuting Party); provided, however, that either Party may
               avoid its responsibility for such costs by assigning its rights
               in such Collaboration Joint Intellectual Property to the other
               Party. If either Party assigns to the other its rights in such
               Collaboration Joint Intellectual Property as set forth above, the
               assignee Party will be free to decide, in it sole discretion,
               whether or not to file or continue prosecution or maintain any
               such application(s), and whether or not to maintain any
               protection issuing thereon in the U.S. and in any foreign
               country. Any such filing, prosecution or maintenance will then be
               at the assignee Party's sole expense. The assigning Party will,
               at its own expense, provide reasonable assistance to the assignee
               Party to facilitate the filing and prosecution of all such
               application(s) and will execute all documents deemed necessary or
               desirable therefor. Both Parties will hold all information it
               presently knows or acquires under this Section 5.3.3 as
               Confidential Information in accordance with Section 6.

5.4. Licenses of Intellectual Property.

     5.4.1.    Conditional Non-Exclusive License to PERKIN-ELMER for
               Microfluidic Electrophoresis Devices. If, after the expiration of
               the Exclusive Period, ACLARA declines to supply Microfluidic
               Electrophoreses Devices to PERKIN-ELMER pursuant to Section
               3.3.2, or, if during the Exclusive Period, ACLARA is unable to
               supply Microfluidic Electrophoreses Devices to PERKIN-ELMER
               pursuant to Section 3.3.6, or, as a Reviewing Party, ACLARA
               elects not to commercially develop an Assay Development System
               pursuant to Section 2.4 or a Secondary Screening System pursuant
               to Section 2.5, ACLARA grants to PERKIN-ELMER a non-exclusive
               royalty-bearing world-wide license under ACLARA's interest in
               Subject Patents to make, have made, use, import, offer to sell,
               and sell Microfluidic Electrophoreses Devices in the
               Collaboration Field, subject to the exclusion of Section 5.4.2,
               and the royalty obligation of Section 5.4.7.

     5.4.2.    [*] Exclusion From License to PERKIN-ELMER. The conditional
               non-exclusive license granted in Section 5.4.1, the


[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.


                                       16
<PAGE>   17
        label license granted in Section 5.4.3, and the non-exclusive license
        granted in Section 5.4.4, each expressly excludes the sale of
        Collaboration Product [*].

5.4.3.  Label License for Microfluidic Electrophoresis Devices. Microfluidic
        Electrophoresis Devices supplied to PERKIN-ELMER pursuant to Section 3.3
        will include a label license granting PERKIN-ELMER a license under
        ACLARA's interest in Subject Patents to use, offer to sell, and sell
        Microfluidic Electrophoresis Devices in the Collaboration Field,
        including the right to grant sublicenses to customers to use such
        Microfluidic Electrophoresis Devices, subject to the exclusion of
        Section 5.4.2.

5.4.4.  Non-Exclusive License to PERKIN-ELMER for HTS Systems. ACLARA grants to
        PERKIN-ELMER a non-exclusive royalty-bearing world-wide license under
        ACLARA's interest in Subject Patents to make, have made, use, import,
        offer to sell, and sell HTS Systems in the Collaboration Field, subject
        to the exclusion of Section 5.4.2.

5.4.5.  Conditional Non-Exclusive License to ACLARA for Collaboration Product.
        If, as a Reviewing Party, PERKIN-ELMER elects not to commercially
        develop an [*] System pursuant to Section 2.4 or a Secondary Screening
        System pursuant to Section 2.5, PERKIN-ELMER grants to ACLARA a
        non-exclusive royalty-bearing world-wide license under PERKIN-ELMER's
        interest in Subject Patents to make, have made, use, import, offer to
        sell, and sell Collaboration Product in the Collaboration Field, subject
        to the royalty obligation of Section 5.4.7. In addition, if ACLARA
        desires rights under any other Intellectual Property Rights owned or
        controlled by PERKIN-ELMER for the purpose of commercializing such [*]
        System or Secondary Screening System, PERKIN-ELMER will consider, in
        good faith, granting a royalty-bearing non-exclusive license under such
        rights to ACLARA for the limited purpose of commercializing such
        systems, the decision to grant such license being solely at the
        discretion of PERKIN-ELMER.

5.4.6.  Restriction on Sale and Licensing of Collaboration Intellectual
        Property. During the Exclusive Period and within the Collaboration
        Field, except as required for effecting the purposes of this Agreement,
        (1) PERKIN-ELMER is prohibited from granting a license or otherwise
        transferring to any third party any portion of its interest in Subject
        Patents, and (2) ACLARA is prohibited from

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       17
<PAGE>   18
                  granting a license or otherwise transferring to any third
                  party any portion of its interest in Subject Patents.

          5.4.7.  Royalties. PERKIN-ELMER will pay to ACLARA a royalty of [*] on
                  Net Sales of Microfluidic Electrophoresis Devices sold or
                  otherwise disposed of under the conditional non-exclusive
                  license granted under Section 5.4.1. PERKIN-ELMER will pay to
                  ACLARA a royalty of [*] on Net Sales of HTS Systems sold or
                  otherwise disposed of under the non-exclusive license granted
                  under Section 5.4.4. ACLARA will pay to PERKIN-ELMER a royalty
                  of [*] on Net Sales of Collaboration Product sold or otherwise
                  disposed of under the conditional non-exclusive license
                  granted under Section 5.4.5.

          5.4.8.  Most Favored Licensee. If a Party grants a license under
                  Subject Patents at a royalty rate lower then the applicable
                  royalty rate set forth in Section 5.4.7, that Party will (1)
                  promptly notify the other Party in writing of such license,
                  and (2) extend to the other Party the lower royalty rate,
                  effective as of the date on which the lower royalty rate
                  became effective in such license. This Section 5.4.8 will not
                  apply to a license granted by a Party for which the
                  consideration consists in whole or in part of patent rights or
                  other rights of such substantial value as, in the judgement of
                  the licensing Party, to warrant a reduction in royalty rates
                  below the rates provided in this Agreement, or the acceptance
                  of such rights in lieu of royalties.

      5.5.  Patent Litigation.

          5.5.1.  In the event of the institution of any suit by a third party
                  against ACLARA or PERKIN-ELMER alleging that the manufacture,
                  use, sale, distribution or marketing of Collaboration Product
                  infringes a third party patent, the Party sued will promptly
                  notify the other Party in writing. The other Party will have
                  the right but not the obligation to defend or participate in
                  the defense of such suit at its own expense. ACLARA and
                  PERKIN-ELMER will assist one another and cooperate in any such
                  litigation at the other's reasonable request without expense
                  to the requesting Party. The Party conducting such action will
                  have full control over its conduct, including settlement
                  thereof; except that, if the allegedly infringing
                  Collaboration Product consists solely of a Microfluidic
                  Electrophoresis Device, ACLARA will have full control over the
                  conduct of the action. However, no settlement of an action
                  will be made without the prior written consent of the other
                  Party if such

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       18
<PAGE>   19
            settlement would adversely affect the rights of the other Party,
            such consent not to be unreasonably withheld or delayed.

     5.5.2. In the event that ACLARA or PERKIN-ELMER becomes aware of actual or
            threatened infringement of a patent resulting from Collaboration
            ACLARA Intellectual Property, Collaboration PERKIN-ELMER
            Intellectual Property, or Collaboration Joint Intellectual Property,
            that Party will promptly notify the other Party in writing. Either
            owner of a patent resulting from such intellectual property will
            have the first right but not the obligation to bring, at its own
            expense, an infringement action against any third party and to use
            the other Party's name in connection therewith. If an owner of the
            patent does not commence a particular infringement action within [*]
            the other Party, after notifying the owner in writing, will be
            entitled to bring such infringement action at its own expense. The
            Party conducting such action will have full control over its
            conduct, including settlement thereof provided such settlement will
            not be made without the prior written consent of the other Party if
            it would adversely affect the rights of the other Party; such
            consent not to be unreasonably withheld or delayed. In any event,
            ACLARA and PERKIN-ELMER will assist one another and cooperate in any
            such litigation at the other's reasonable request without expense to
            the requesting Party, and, if a Party is necessary in order to
            institute and maintain an infringement suit by the other Party as
            defined by law, that Party will join such suit, represented by its
            own counsel.

     5.5.3. ACLARA and PERKIN-ELMER have the right to recover their respective
            actual out-of-pocket expenses, or proportionate share thereof, in
            connection with any litigation or settlement thereof from any
            recovery made by any Party. Any excess amount will be shared
            between PERKIN-ELMER and ACLARA in an amount proportional to their
            respective lost revenues.

     5.5.4. The Parties will keep one another reasonably informed of the status
            of their respective activities regarding any such litigation or
            settlement thereof.

5.6. Effect of Bankruptcy. All rights and licenses granted under or pursuant to
     this Agreement by one Party to the other Party are, and will irrevocably
     be deemed to be, "intellectual property" as defined in Section 101(56) of
     Title 11, U.S. Code ("Bankruptcy Code"). In the event of the commencement
     of a case by or against either Party under any Chapter of the Bankruptcy
     Code, this Agreement will be deemed an executory contract and all rights

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       19

<PAGE>   20
          and obligations hereunder will be determined in accordance with
          Section 365(n) thereof.

     5.7. Trademarks and Non-Proprietary Names

          5.7.1. PERKIN-ELMER, at its expense, will be responsible for the
                 selection, registration and maintenance of all trademarks
                 which it employs in connection with Collaboration Product,
                 except for Microfluidic Electrophoresis Devices, and will own
                 and control such trademarks. Nothing in this Agreement will be
                 construed as a grant of rights, by license or otherwise, to
                 ACLARA to use such trademarks for any purpose other than
                 co-promotion as provided in this Agreement.

          5.7.2. PERKIN-ELMER, at its expense, will be responsible for the
                 selection of non-proprietary names for Collaboration Product
                 sold by PERKIN-ELMER.

          5.7.3. ACLARA, at its expense, will be responsible for the selection,
                 registration and maintenance of all trademarks that it
                 employs in connection with Microfluidic Electrophoresis
                 Devices, and will own and control such trademarks. Nothing in
                 this agreement will be construed as a grant of rights, by
                 license or otherwise, to PERKIN-ELMER to use such trademarks
                 for any purpose other than co-promotion as provided in this
                 Agreement.

6.   CONFIDENTIALITY

     6.1  Non-Disclosure. Because ACLARA and PERKIN-ELMER will be cooperating
          with each other pursuant to this Agreement, each may reveal
          Confidential Information to the other. The Parties agree, by using
          the same degree of care as each uses for information of like
          importance, but not less than a reasonable degree of care (1) to
          hold in confidence any Confidential Information disclosed by the other
          Party hereunder and (2) not to disclose any Confidential Information
          to any third party without the express written consent of the other
          Party, except to the extent that may be required for purposes of
          advancing the developing, manufacturing or marketing of Collaboration
          Product, or to conduct any litigation concerning the same, provided
          that each such third party is informed of the confidentiality of such
          information and that each said third party agrees to be bound to at
          least the same degree of confidentiality as the Parties are bound
          under this Agreement. With respect to any Confidential Information
          that is revealed by a Party to the other Party, this confidentiality
          requirement will remain in force for a period of five (5) years
          following the date such Confidential Information is revealed.

                                       20
<PAGE>   21
     6.2  Responsibility over Employees and Agents. Each of the Parties agrees
          to assume individual responsibility for the actions and omissions of
          its respective employees, agents and assigns, and to inform same of
          the responsibilities for confidentiality and disclosure under this
          Agreement, and to obtain their agreement to be bound in the same
          manner that the Party is bound.

     6.3  Affiliates. Nothing herein will be construed as preventing either
          Party from disclosing any information to an Affiliate of PERKIN-ELMER
          or ACLARA or to a sub-licensee, distributor or joint venture or other
          associated company of either Party for the purpose of developing or
          commercializing Collaboration Product, provided such Affiliate,
          sub-licensee, distributor or joint venture or other associated
          company has undertaken a similar obligation of confidentiality with
          respect to the Confidential Information.

     6.4  Bankruptcy. All Confidential Information disclosed by one Party to
          the other will remain the intellectual property of the disclosing
          Party. In the event that a court or other legal or administrative
          tribunal, directly or through an appointed master, trustee or
          receiver, assumes partial or complete control over the assets of a
          Party to this Agreement based on the insolvency or bankruptcy of such
          Party, the bankrupt or insolvent Party will promptly notify the court
          or other tribunal (1) that Confidential Information received from the
          other Party under this Agreement remains the property of the other
          Party and (2) of the confidentiality obligations under this
          Agreement. In addition, the bankrupt or insolvent Party will, to the
          extent permitted by law, take all steps necessary or desirable to
          maintain the confidentiality of the other Party's Confidential
          Information and to ensure that the court or other tribunal such
          information in confidence in accordance with the terms of this
          Agreement.

     6.5  Publication. Neither PERKIN-ELMER nor ACLARA will submit for written
          or oral publication any manuscript, abstract or the like which
          includes data or other information generated and provided by the
          other Party or otherwise developed by either Party in the performance
          of activities in furtherance of this Agreement without first
          obtaining the prior written consent of the other Party, which consent
          will not be unreasonably withheld or delayed, except that the
          foregoing will not apply to customary non-confidential literature
          which is prepared for marketing and sales purposes.

     6.6  Publicity. Within thirty (30) days following the Effective Date, the
          Parties will make reasonable efforts to agree on the form and
          language of a joint press release related to this agreement. However,
          neither Party nor any of

                                       21
<PAGE>   22
          its Affiliates will originate any news relating to this Agreement
          without the prior written approval of the other Party, which approval
          will not be unreasonably withheld or delayed.

     6.7  Compliance with Statutory Requirements. Nothing in this Agreement will
          be construed as preventing or in any way inhibiting either Party from
          complying with statutory and regulatory requirements governing the
          development, manufacture, use and sale or other distribution of
          Collaboration Product in any manner which it reasonably deems
          appropriate, including, for example, by disclosing to regulatory
          authorities Confidential Information or other information received
          from a Party or third parties. The Parties will take reasonable
          measures to assure that no unauthorized use or disclosure is made by
          others to whom access to such information is granted.

7.   REPRESENTATIONS, WARRANTIES AND COVENANTS

     Each Party represents, warrants and covenants to the other Party that:

     (a)  it has the corporate power and authority and legal right to enter into
          this Agreement and to perform its obligations hereunder;

     (b)  the execution and delivery of this Agreement and the performance of
          the transactions contemplated thereby have been duly authorized by all
          necessary corporate action of such Party;

     (c)  the execution and delivery of this Agreement and the performance by
          such Party of any of its obligations under this Agreement do not and
          will not (1) conflict with, or constitute a breach or violation of,
          any other contractual obligation to which it is a party, any judgment
          of any court or governmental body applicable to such Party or its
          properties or, to such Party's knowledge, any statute, decree, order,
          rule or regulation of any court or governmental agency or body
          applicable to such Party or its properties, and (2) require any
          consent or approval of any governmental authority or other person;

     (d)  each Party will to the best of its knowledge without undertaking a
          special investigation, disclose to the other Party any material
          adverse proceedings, claims or actions that arise that would
          materially interfere with that party's performance of its obligations
          under this Agreement; and

     (e)  each Party's employees have executed or will execute agreements
          whereby all right, title and interest in any technology and
          invention(s) will be assigned to their respective employers.

                                        22

<PAGE>   23
8.   INDEMNIFICATION.

     8.1. PERKIN-ELMER Indemnification of ACLARA. PERKIN-ELMER will defend,
          indemnify and hold harmless ACLARA, Affiliates of ACLARA, and their
          respective directors, officers, shareholders in their capacity as
          shareholders, agents and employees, from and against any and all loss,
          damage, liability, or expenses (including attorney's fees) resulting
          from claims, demands, costs or judgments which may be made or
          instituted against any of them by a third party arising out of (1) the
          untruth, inaccuracy, breach, or nonfulfillment of any representation
          or warranty or any covenant or agreement of PERKIN-ELMER contained in
          or made pursuant to this Agreement or (2) the manufacture,
          distribution, sale or other disposition by or through PERKIN-ELMER or
          its Affiliates of Collaboration Product or part thereof.
          PERKIN-ELMER's obligation to defend, indemnify and hold harmless will
          include claims, demands, or judgments, whether for money damages or
          equitable relief by reason of alleged personal injury (including
          death) to any person or alleged property damage, provided, however,
          the indemnity will not extend to any claims against ACLARA to the
          extent resulting from (i) the negligence or willful misconduct of
          ACLARA, (ii) a claim of patent infringement, or (iii) where such
          claims result from a modification of Collaboration Product by ACLARA
          which was not approved by PERKIN-ELMER. PERKIN-ELMER will have the
          exclusive right to control the defense of any action which is to be
          indemnified in whole by PERKIN-ELMER hereunder, including the right to
          select counsel acceptable to ACLARA to defend ACLARA and to settle
          any claim, provided that, without the written consent of ACLARA (which
          will not be unreasonably withheld or delayed), PERKIN-ELMER will not
          agree to settle any claim against ACLARA to the extent such claim has
          a material adverse effect on ACLARA. The provisions of this Section
          8.1 will survive and remain in full force and effect after any
          termination, expiration or cancellation of this Agreement and
          PERKIN-ELMER'S obligation hereunder will apply whether or not such
          claims are rightfully brought.

     8.2. ACLARA Indemnification of PERKIN-ELMER. ACLARA will defend, indemnify
          and hold harmless PERKIN-ELMER, Affiliates of PERKIN-ELMER and their
          respective directors, officers, shareholders in their capacity as
          shareholders, agents and employees, from and against any and all loss,
          damage, liability, or expenses (including attorney's fees) resulting
          from claims, demands, or judgments which may be made or instituted
          against any of them by a third party arising out of (1) the untruth,
          inaccuracy, breach, or nonfulfillment of any representation or
          warranty or any covenant or agreement of ACLARA contained in or made
          pursuant to this Agreement or (2) the manufacture by or through
          ACLARA or its Affiliates of any Collaboration Product or part
          thereof. ACLARA'S


                                       23
<PAGE>   24
            obligation to defend, indemnify and hold harmless will include
            claims, demands, or judgments, whether for money damages or
            equitable relief by reason of alleged personal injury (including
            death) to any person or alleged property damage, provided, however,
            the indemnity will not extend to any claims against PERKIN-ELMER
            that results (i) from the negligence or willful misconduct of
            PERKIN-ELMER, or (ii) a claim of patent infringement, or (iii) where
            such claims result from a modification of Collaboration Product by
            PERKIN-ELMER which was not approved by ACLARA. ACLARA will have the
            exclusive right to control the defense of any action which is to be
            indemnified in whole by ACLARA hereunder, including the right to
            select counsel acceptable to PERKIN-ELMER to defend PERKIN-ELMER and
            to settle any claim, provided that, with the written consent of
            PERKIN-ELMER (which will not be unreasonably withheld or delayed),
            ACLARA will not agree to settle any claim against PERKIN-ELMER to
            the extent such claim has a material adverse effect on PERKIN-ELMER.
            The provisions of this Section 8.2 will survive and remain in full
            force and effect after any termination, expiration or cancellation
            of this Agreement and ACLARA's obligations hereunder will apply
            whether or not such claims are rightfully brought.

      8.3.  Notice; Choice of Attorney. A Party that intends to claim
            indemnification under this Section 8 (the "indemnitee") will
            promptly notify the other Party (the "Indemnitor") of any loss,
            claim, damage, liability, action, expenses (including attorney's
            fees), claims, demands, or judgments in respect of which the
            Indemnitee intends to claim such indemnification, and the
            Indemnitor, after it determines that indemnification is required of
            it, will assume the defense thereof with counsel mutually
            satisfactory to the Parties; provided, however, that an Indemnitee
            will have the right to retain its own counsel, with the fees and
            expenses to be paid by the Indemnitor if Indemnitor does not assume
            the defense; or, if representation of such Indemnitee by the counsel
            retained by the Indemnitor would be inappropriate due to actual or
            potential differing interests between such Indemnitee and any other
            Party represented by such counsel in such proceedings. The failure
            to deliver notice to the Indemnitor within a reasonable time after
            the commencement of any such action, if prejudicial to its ability
            to defend such action, will relieve such Indemnitor of any liability
            to the Indemnitee under this Section 8, but the omission to deliver
            notice to the Indemnitor will not relieve it of any liability that
            it may have to any Indemnitee otherwise than under this Section 8.

      8.4.  Consent Required. The indemnity agreement in this Section 8 will not
            apply to amounts paid in settlement of any loss, claim, damage,
            liability or action if such settlement is effected without the
            consent of the Indemnitor, which consent will not be unreasonably
            withheld or delayed.


                                       24
<PAGE>   25
     8.5. Cooperation. The Indemnitee under this Section 8, its employees and
          agents, will cooperate fully with the Indemnitor and its legal
          representatives in the investigations of any action, claim or
          liability covered by this indemnification. In the event that each
          Party claims indemnity from the other and one Party is finally held
          liable to indemnify the other, the Indemnitor will additionally be
          liable to pay the reasonable legal costs and attorneys' fees incurred
          by the Indemnitee in establishing its claim for indemnity.

9.   TERM AND TERMINATION

     9.1  Term. Unless terminated earlier as provided herein, this Agreement
          will commence on the Effective Date and will remain in full force
          until the expiration of the last to expire Subject Patent.

     9.2. Termination.

          9.2.1.    This Agreement may be terminated without cause by mutual
                    written agreement of the Parties, effective as of the time
                    specified in such written agreement.

          9.2.2.    This Agreement may be terminated by either Party.

                    (a)  in the event the other Party will file in any court or
                         agency pursuant to any statute or regulation of any
                         state or country, a petition in bankruptcy or
                         insolvency or for reorganization or for the appointment
                         of a receiver or trustee of the other Party or of its
                         assets, or if the other Party proposes a written
                         agreement of composition or extension of its debts, or
                         if the other Party will be served with an involuntary
                         petition against it, filed in any insolvency
                         proceeding, and such petition will not be dismissed
                         within sixty (60) days after the filing thereof, or if
                         the other Party will propose or be a Party to any
                         dissolution or liquidation, or if the other Party will
                         make an assignment for the benefit of creditors; or

                    (b)  upon any material breach of this Agreement by the other
                         Party; provided, however, that the Party alleging such
                         breach must first give the other Party written notice
                         thereof, which notice must state the nature of the
                         breach in reasonable detail and the Party receiving
                         such notice must have failed to cure such alleged
                         breach within sixty (60) days after receipt of such
                         notice.

                                       25
<PAGE>   26
     9.3  Survival of Obligations. Upon any termination of this Agreement, by
          expiration of the term or otherwise, neither Party will be relieved of
          any obligations incurred prior to such termination. Despite any
          termination of this Agreement, the obligations of the Parties under
          Sections 3, 5, 6, 8, 9.3, 10 and 11, as well as any other provisions
          which by their nature are intended to survive any such termination,
          will survive and continue to be enforceable. With respect to the
          survival of licenses granted in Section 5.4, if termination of this
          Agreement is a result of a material breach of this Agreement by a
          Party under Section 9.2.2.(b), such licenses will survive the
          termination of this Agreement only to the extent that such licenses
          relate to Collaboration Product that have been commercialized; except
          that, if termination of this Agreement is a result of a Party's
          failure to pay royalties under Section 5.4.7, or failure to payment of
          a share of Residual net sales under Section 3.5, such licenses will
          not survive termination of this Agreement.

10.  OBSERVATION RIGHTS

     So long as PERKIN-ELMER (or an affiliate of PERKIN-ELMER) continues to hold
at lease fifty percent 50% of the total number of shares of Series E Stock
originally purchased by PERKIN-ELMER pursuant to the Series E Redeemable
Preferred Stock Purchase Agreement dated March 26, 1998, and shares of Series G
Stock pursuant to the Equity Agreement entered into in conjunction with this
Agreement, PERKIN-ELMER will be entitled to appoint a representative (the
"PERKIN-ELMER Representative") to attend all meetings of the Board of Directors
of ACLARA, and ACLARA will provide PERKIN-ELMER with copies of all notices of
such meetings and all other written materials provided to the Directors of
ACLARA at the same time as such notices and written materials are provided to
the Directors of ACLARA. PERKIN-ELMER acknowledges and agrees that ACLARA's
management will have the right to exclude the PERKIN-ELMER Representative from
all or portions of meetings of the Board of Directors, or omit to provide the
PERKIN-ELMER Representative with certain information, if ACLARA's management
believes it is necessary in order to preserve the attorney-client privilege, or
fulfill ACLARA's obligations with respect to confidential or proprietary
information of third parties, or if such meeting or information involves matters
concerning ACLARA's relationship or prospective relationship with PERKIN-ELMER
or its affiliates or competitors of PERKIN-ELMER or its affiliates, or other
situations where a director would customarily not participate in a meeting or be
provided such information. In addition, PERKIN-ELMER and the PERKIN-ELMER
Representative will maintain the confidentiality of all information obtained
through the PERKIN-ELMER Representative's position, except to the extent that
(1) such information is already in PERKIN-ELMER's possession, (2) such
information becomes public knowledge other than as a result of PERKIN-ELMER's
actions or inactions, (3) PERKIN-ELMER rightfully obtains such information
subsequently from a third


                                       26
<PAGE>   27
     party, (4) PERKIN-ELMER develops such information independently and without
     use of the information provided by ACLARA, or (5) such information is
     approved in writing for release by ACLARA.

11.  MISCELLANEOUS

     11.1 Force Majeure. If the performance of any part of this Agreement by
          either Party, or of any obligation under this Agreement, is prevented,
          restricted, interfered with or delayed by reason of any cause beyond
          the reasonable control of the Party liable to perform, unless
          conclusive evidence to the contrary is provided, the Party so affected
          will, upon giving written notice to the other Party, be excused from
          such performance to the extent of such prevention, restriction,
          interference or delay; provided, however, the affected Party will use
          its reasonable best efforts to avoid or remove such causes of
          non-performance and will continue performance with the utmost dispatch
          whenever such causes are removed. When such circumstances arise, the
          Parties will discuss what, if any, modification of the terms of this
          Agreement may be required in order to arrive at an equitable solution.

     11.2 Governing Law. This Agreement will be deemed to have been made in the
          State of California and its form, execution, validity, construction
          and effect will be determined in accordance with the laws of the State
          of California.

     11.3 Books and Records. Each Party will keep and maintain proper and
          complete records and books of account sufficient in detail to enable
          the verification of Actual Profit, Manufacturing Cost and Net Sales.
          Such books and records shall be retained for a period of at least six
          (6) years. Each Party will have the right from time to time (not to
          exceed once during each calendar year) during normal business hours
          and upon reasonable notice to inspect in confidence, or have an agent,
          accountant or other representative inspect in confidence, such books
          and records. The Party initiating such inspection will bear the costs
          thereof unless the inspection reveals a discrepancy unfavorable to
          that Party of at least ten percent (10%), in which case the other
          Party will pay the costs of such inspection; provided, however, if the
          amount of such discrepancy is greater than or equal to Fifty Thousand
          Dollars ($50,000), the other Party will pay the costs of such
          inspection regardless of percentage. If such inspection results in a
          final determination that amounts have been overstated or understated,
          the applicable amount will be refunded or paid promptly by the
          appropriate Party.

     11.4 Payments. All payments under this Agreement will be made in United
          States dollars by wire transfer to a bank account designated by the
          party receiving the payment, without deduction of taxes charges and
          any other


                                       27
<PAGE>   28
     duties that may be imposed. For converting payments due on sales made in
     currencies other than United States dollars into United States dollars,
     such payments will be converted at the closing commercial sell rate of
     exchange for United States dollars and each currency involved as quoted by
     Citibank, N.A., or any successor thereto, in New York on the last business
     day of the relevant period.

11.5 Severability. In the event any portion of this Agreement will be held
     illegal, void or ineffective, the remaining portions hereof will be
     interpreted to maintain the intent of the Parties. If any of the terms or
     provisions of this Agreement are in conflict with any applicable statute or
     rule of law, then such terms or provisions will be deemed inoperative to
     the extent that they may conflict therewith and will be deemed to be
     modified to conform with such statute or rule of law.

11.6 Entire Agreement. The Agreement and the Equity Agreement constitute the
     sole agreements between the Parties relating to the subject matter hereof
     and supersede all previous writings and understandings. This Section 11.6
     does not relate to or affect the previously executed Collaboration
     Agreement between the Parties dated April 25, 1998, or the previously
     executed Series E Redeemable Preferred Stock Purchase Agreement between the
     Parties dated March 26, 1998. Confidential disclosures made pursuant to
     previously executed Confidentiality Agreements between ACLARA and
     PERKIN-ELMER will remain subject to the terms of those Confidentiality
     Agreements. No terms or provisions of this Agreement will be varied or
     modified by any prior or subsequent statement, conduct or act of either of
     the Parties, except that the Parties may amend this Agreement by written
     instruments specifically referring to and executed in the same manner as
     this Agreement.

11.7 Assignment. This Agreement and the licenses herein granted will be binding
     upon and inure to the benefit of the successors in interest of the
     respective Parties. Neither Party has the power to assign this Agreement
     nor any interest hereunder without the written consent of the other Party;
     provided, however, that either Party may assign this Agreement or any of
     its rights or obligations to any Affiliate or to any third party with which
     it may merge or consolidate, or to which it may transfer all or
     substantially all of its assets to which this Agreement relates, without
     obtaining the consent of the other Party, subject to the other Party
     assuming all liabilities and obligations under the Agreement.

11.8 Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart will be deemed an original instrument,
but all such counterparts together will constitute but one agreement.

                                       28
<PAGE>   29
            11.9. Notices. Any notice required or permitted under this Agreement
                  will be sent by air mail, postage pre-paid, or Federal
                  Express, to the following addresses of the Parties:

                  If to ACLARA:
                  ACLARA BioSciences,       with copy to  ACLARA BioSciences,
                  Inc.                                    Inc.
                  3906 Trust Way                          3906 Trust Way
                  Hayward, CA 94545-3716                  Hayward, CA 94545-3716
                  Attn.: President                        Attn.: General Counsel

                  If to PERKIN-ELMER:
                  The PERKIN-ELMER        with copy to  The PERKIN-ELMER
                  Corp.                                 Corp.
                  850 Lincoln Centre Drive              850 Lincoln Centre Drive
                  Foster City, CA 94404                 Foster City, CA 94404
                  Attn.: Michael Albin                  Attn: Legal Department
                                                                 and
                                                        PerSeptive Biosystems
                                                        500 Old Connecticut Path
                                                        Framingham, MA 04701
                                                        Attn: Legal Department

[Signature Page Follows]

                                       29
<PAGE>   30
IN WITNESS WHEREOF, the Parties, through their authorized officers, have
executed this Agreement as of the date first written above.


ACLARA BIOSCIENCES, INC.                  THE PERKIN-ELMER CORPORATION,
                                          THROUGH ITS PE BIOSYSTEMS
                                          DIVISION


By: /s/ JOSEPH M. LIMBER                  By: /s/ MICHAEL HUNKAPILLER
   ----------------------------------         ---------------------------------

Name: Joseph M. Limber                    Name:  Michael Hunkapiller
------------------------------                  -------------------------------

Title: President, CEO                     Title:  Executive Vice President
      -------------------------------           -------------------------------

Date:  March 19, 1999                      Date:   3/19/99
      -------------------------------           -------------------------------






                                       30
<PAGE>   31
                                   EXHIBIT 1

                                   WORK PLAN

[*]

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.


                                       1

<PAGE>   32
[*]

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       2
<PAGE>   33
[*]

[*]  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 406 OF THE SECURITIES ACT OF 1933, AS
     AMENDED.

                                       3