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                                                                   EXHIBIT 10.14

                            COLLABORATION AGREEMENT

     This Collaboration Agreement ("Agreement") dated as of the 25th day of
April, 1998 between SOANE BIOSCIENCES, INC., 3906 Trust Way, Hayward, California
94545-3716 (hereinafter "SBio") and THE PERKIN-ELMER CORPORATION, having its PE
Applied Biosystems Division at 850 Lincoln Centre Drive, Foster City, CA 94404
(hereinafter "Perkin-Elmer").

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

     WHEREAS, SBio has certain skills and know-how related to the manufacture
of such devices; and

     WHEREAS, Perkin-Elmer has certain skills and know-how related to genetic
analysis systems utilizing electrophoresis, and the marketing, sales and
support of products incorporating such systems; and

     WHEREAS, SBio and Perkin-Elmer desire to enter into a collaboration with
the objective of developing genetic analysis systems incorporating such
microfluidic electrophoresis devices; and

     WHEREAS, both Parties recognize that each has rights to pre-existing
intellectual properties which may directly or indirectly contribute to the
commercialization of such genetic analysis systems and understand that in the
process of developing the genetic analysis 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; and

     WHEREAS, SBio desires to manufacture such microfluidic electrophoresis
devices and supply Perkin-Elmer's requirements therefor; and

     WHEREAS, SBio is willing to grant exclusive rights to Perkin-Elmer to make
and sell genetic analysis systems; and

     WHEREAS, SBio is willing to grant co-exclusive rights to Perkin-Elmer to
use such genetic analysis systems; and

     WHEREAS, the Parties have entered into a certain Series E Redeemable
Preferred Stock Purchase Agreement at a later date (the "Equity Agreement").


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

1.   DEFINITIONS

     1.1.  "Affiliates" will mean 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, as the case may be, to the extent of at least fifty
           percent 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" will mean 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
           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); and (5) divisions, continuations, renewals,
           reissues, continuing prosecution, and extensions of the foregoing (as
           and to the extent applicable) now existing, hereafter filed, issue or
           acquired.

     1.3.  "Pre-Collaboration SBio Intellectual Property" will mean all
           Intellectual Property Rights relating to Microfluidic Eletrophoresis
           Devices that are owned by, either partially or wholly, or licensed
           to, SBio as of the Effective Date. In particular, Pre-Collaboration
           SBio Intellectual Property will include U.S. Patent No. 5,126,022 and
           any Related Patents.

     1.4.  "Collaboration SBio Intellectual Property" will mean all Intellectual
           Property Rights arising out of work performed pursuant to the
           obligations of this Agreement, conceived and/or reduced to practice
           during the Contact Period solely by one or more employees or agents
           of SBio.

     1.5.  "Collaboration Joint Intellectual Property" will mean all
           Intellectual Property Rights arising out of work performed pursuant
           to the obligations of this Agreement, which is jointly conceived and/
           or reduced to practice during the Contract Period by one or more
           employees or agents of SBio, and by one or more employees or agents
           of Perkin-Elmer.

     1.6.  "Collaboration Perkin-Elmer Intellectual Property" will mean all
           Intellectual Property Rights arising out of work performed pursuant
           to the



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           obligations of this Agreement, conceived and/or reduced to practice
           during the Contract Period solely by one or more employees or agents
           of Perkin-Elmer.

     1.7.  "Contract Period" or "Contract Term" will mean the term beginning on
           the Effective Date and ending on the date of termination.

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

     1.9.  "Net Sales" will mean (1) with respect to sales by a Party, or an
           Affiliate of a Party, or a distributor of a Party to non-affiliated
           third party purchasers, the actual amount of gross sales of Licensed
           Product(s) to a third party, less: trade, cash and quantity discounts
           granted at the time invoice, if any, actually allowed, amounts
           refunded for faulty or defective product, returns, rejections,
           freight, insurance and other transportation costs (except income
           taxes), tariffs, duties and similar governmental charges paid, to the
           extent included in gross sales price, (2) with respect to sales by a
           Party made to any Affiliate or to any person, firm or corporation
           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 Licensed Product(s) by such Affiliate, person, firm or
           corporation to third parties, and (3) with respect to Licensed
           Product(s) 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, the Net Sales shall be
           determined as if such Licensed Product(s) has been sold at the
           average Net Sales for such Licensed Product(s) during the past one
           hundred and twenty days.

     1.10. "Party" will mean SBio or Perkin-Elmer and, when used in the plural,
           will mean SBio and Perkin-Elmer.

     1.11. "Licensed Patent" will mean any patent or patent application claiming
           or disclosing Pre-Collaboration SBio Intellectual Property,
           Collaboration SBio Intellectual Property, and/or Collaboration Joint
           Intellectual Property, including any Related Patents.

     1.12. "Licensed Product" will mean any product for use in the Licensed
           Field which, but for the license granted hereunder, manufacture, use
           or sale thereof would infringe at least one Valid Claim of a Licensed
           Patent.

     1.13. "Valid Claim" will mean a claim of a patent which 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.



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            administrative agency.

      1.14. "Prosecute" will mean, in the context of prosecuting pending Patent
            Applications, taking necessary actions, including conducting
            oppositions and interferences, to perfect the patent rights to an
            invention.

      1.15. "Genetic Analysis Field" will mean any method comprising an
            analysis of nucleic acids [*].

      1.16. "Licensed Field" means the Genetic Analysis Field.

      1.17. "Microfluidic Electrophoresis Device" will mean a device [*], glass
            or plastic, which, but for the license granted hereunder,
            manufacture, use or sale thereof would infringe at least one Valid
            Claim of a Licensed Patent.

      1.18. "Genetic Analysis Systems" will mean instrument systems for
            performing Genetic Analysis which utilize a Microfluidic
            Electrophoresis Device.

      1.19. "Related Patent" will mean a patent or patent application which
            (1) discloses and/or claims substantially the same subject matter
            as a Licensed Patent, (2) discloses and/or claims improvements to
            inventions disclosed or claimed in a Licensed Patent and requires
            rights under the Licensed Patent to exploit such improvements,
            and/or (3) claims priority to a Licensed 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, and (4) any foreign equivalents of
            Licensed Patents.

      1.20. "Start Development Checkpoint" will mean that point in a project at
            which a report is produced which documents that the following
            parameters have been established with respect to a Licensed
            Product(s): [*].

      1.21. "Technology Access Partners" will mean third parties who receive
            early access to Genetic Analysis Systems and Microfluidic
            Electrophoresis Devices developed under the Work Plan for their
            internal use only, pursuant to a Technology Access Agreement.

      1.22. "Technology Access Agreement" will mean an agreement between one or
            both Parties and a Technology Access Partner defining the terms and

[*]  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.


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            conditions under which the Technology Access Partner receives early
            access to Genetic Analysis Systems and Microfluidic Electrophoresis
            Devices.

      1.23. "Confidential Information" will include confidential knowledge,
            know-how, practices, processes, equipment or information which (1)
            is obtained or generated during the course of this work and (2) is
            related thereto and, except for generated information (3) is
            identified at the time of disclosure as "CONFIDENTIAL" and, in the
            case of disclosures in non-written form, is identified in writing
            within thirty days as confidential. Notwithstanding the above,
            Confidential Information will not include, and nothing in Section 6
            will in any way restrict the rights of either SBio 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 recipient; or

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

                  (c)   can be demonstrated to have been rightfully received by
            the recipient from a third party who did not require the recipient
            to hold it in confidence or limit its use 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
            researchers of the recipient who have not been personally exposed
            to the information provided to the recipient hereunder; or

                  (f)   is published by a governmental agency as part of the
            normal patent filing and prosecution process.

2.    FEASIBILITY PHASE

      2.1   Purpose. During the "Feasibility Phase" the Parties will work both
            jointly and independently to establish the technical and commercial
            feasibility of all proposed Licensed Product(s). All proposed
            Licensed Product(s), whether under this Agreement or otherwise,
            must be approved by the Joint Steering Committee per Section 4. The
            Feasibility Phase of a project will



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          continue until a Start Development Checkpoint has been achieved for
          that product.

     2.2  Work Plan. Feasibility of Licensed Product(s) will be established by
          the Parties in accordance with a Work Plan. The Work Plan will set
          forth 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.

     2.3  Commitment of Resources. Each Party will commit at least [*] over a
          period of four years to the execution of the Work Plan.

     2.4  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.

     2.5  Technology Access Program. Funding for the Work Plan may be obtained
          through Technology Access Agreements between one or both Parties and a
          Technology Access Partner. A Technology Access Agreement must be
          mutually agreed to by the Parties. Neither Party will enter into a
          Technology Access Agreement without the prior written consent of the
          other Party. However, terms and conditions relating directly to the
          purchase of equity in SBio will be at the sole discretion of SBio.

3.   COMMERCIALIZATION PHASE

     3.1  Purpose. The purpose of this phase of the collaboration is the
          facilitation of a cost effective manufacturing program for Licensed
          Product(s) and the development and implementation of a plan for the
          marketing, sales and support of Licensed Product(s). This
          "Commercialization Phase" with respect to each Licensed Product, will
          commence upon reaching a Start Development Checkpoint for the Licensed
          Product.

     3.2  Marketing, Sales and Support. In order to effectively market Licensed
          Product(s) the Parties agree that:

          3.2.1.    Licensed Product(s) 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.

[*]  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.

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                3.2.2.  Perkin-Elmer will be responsible for all expenses
                        related to the marketing, sales and support of Licensed
                        Product(s); and

                3.2.3.  Perkin-Elmer will include appropriate statements in its
                        marketing literature concerning Licensed Product(s) to
                        indicate that such Licensed Product(s) is being
                        manufactured under a license from SBio.

           3.3  Sale and Purchase. Subject to the terms and conditions of this
                Agreement, SBio will sell to Perkin-Elmer and Perkin-Elmer will
                purchase from SBio units of the Microfluidic Electrophoresis
                Devices.

                        3.3.1.  Supply Agreement. Upon the Parties reaching a
                                Start Development Checkpoint, the Parties will
                                develop and enter into a supply agreement which,
                                consistent with this Agreement, will govern the
                                purchase and sale of Microfluidic
                                Electrophoresis Devices by SBio to Perkin-Elmer.
                                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 SBio 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 SBio 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.

                                3.3.1.1. Transfer Price. The transfer price of
                                         the Microfluidic Electrophoresis
                                         Devices will be determined before their
                                         development 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 the 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
                                         transfer price.

                        3.3.2.  SBio Unwilling or Unable to Supply Microfluidic
                                Electrophoresis Devices to Perkin-Elmer. If SBio
                                is unable or unwilling to supply Microfluidic
                                Electrophoresis Devices to Perkin-Elmer in
                                accordance with Section 3.3.1, such Microfluidic
                                Electrophoresis Devices will be made by
                                Perkin-Elmer or its designate and SBio will
                                receive a share of Net Sales of such
                                Microfluidic Electrophoresis Devices as set
                                forth in Section 3.3.2.1 below, provided,
                                however, that SBio will


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                                have [*] following notice by Perkin-Elmer, to
                                remedy any cause for non-compliance with the
                                requirements of Section 3.3.1.

                                3.3.2.1. Share of Net Sales. Where SBio is not
                                         the supplier of Microfluidic
                                         Electrophoresis Devices as provided in
                                         Section 3.3.2, Perkin-Elmer will pay
                                         SBio a revenue share of [*] of Net
                                         Sales of Microfluidic Electrophoresis
                                         Devices sold by Perkin-Elmer, its
                                         Affiliates, distributors and
                                         sublicensees. Following
                                         commercialization of Licensed
                                         Product(s), after the end of each
                                         fiscal month, Perkin-Elmer will provide
                                         SBio with a report of the estimated Net
                                         Sales of Microfluidic Electrophoresis
                                         Devices sold during the previous month,
                                         including information concerning total
                                         units sold during the month. Based upon
                                         this report, Perkin-Elmer will submit
                                         payment of an estimated revenue share
                                         to SBio within thirty days after the
                                         end of each month. Within sixty days
                                         after the end of each fiscal quarter,
                                         Perkin-Elmer will provide SBio with a
                                         report of actual Net Sales of
                                         Microfluidic Electrophoresis Devices
                                         for that fiscal quarter and shall
                                         compute an actual revenue share owed by
                                         Perkin-Elmer to SBio. Payment of such
                                         actual revenue share will accompany
                                         this report. In the event that there is
                                         a difference between the estimated Net
                                         Sales and the actual Net Sales of
                                         Microfluidic Electrophoresis Devices,
                                         for a given fiscal quarter, the Parties
                                         will make an adjustment to the actual
                                         revenue share to reflect this
                                         difference.

                        3.3.3.  Payments. All payments under this Section 3.3
                                shall be made in United States dollars by wire
                                transfer to a bank account designated by SBio in
                                full, without deductions of taxes charges and
                                any other duties that may be imposed. For
                                converting payments due on sales made in
                                currencies other than United States dollars into
                                United States dollars, Perkin-Elmer will convert
                                such payments 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.

        3.4.    Perkin-Elmer Contributes to Manufacture of Microfluidic
                Electrophoresis Device. In the event that the manufacture of
                Microfluidic Electrophoresis Devices requires the participation
                of Perkin-Elmer, the Parties will negotiate the terms of such
                participation in good faith.

        3.5.    Provision of Genetic Analysis Systems to SBio.

[*]  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.

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          3.5.1.    Perkin-Elmer will provide prototype Genetic Analysis Systems
                    to SBio at Perkin-Elmer's internal transfer cost, for SBio's
                    internal use only, as such systems become available. The
                    number of systems so provided will be determined by the
                    Parties.

4.   JOINT STEERING COMMITTEE

     4.1. Purpose. A Joint Steering Committee will be established to oversee the
          collaboration 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 Licensed Product(s);

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

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

               (d)  to organize the Feasibility Team(s) and oversee and direct
          their activities.

     4.2. Membership. The Joint Steering Committee will be comprised of four
          employees each from SBio and Perkin-Elmer, appointed at the sole
          discretion 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 SBio, and thereafter on
          a rotating annual basis, by a senior representative from SBio 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 SBio
          and then by each party in turn thereafter. Representatives of SBio 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
          regarding Development and Commercialization of Licensed Product(s)
          will be made by consensus. If the Joint Steering Committee is unable
          to reach agreement, within ten days the matter will be submitted for
          resolution to the President of SBio and the President of the PE
          Applied

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          Biosystems Division of Perkin-Elmer. In the event that the Presidents
          for each Party cannot reach agreement within ten 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 days after receipt of such
          notice. Should no arbitrator be chosen within the above period, the
          AAA will appoint the arbitrator within thirty 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.

5.   INTELLECTUAL PROPERTY; PATENT PROSECUTION AND LITIGATION; LICENSES

     5.1. Ownership of Intellectual Property

          5.1.1. Pre-Collaboration SBio Intellectual Property and Collaboration
                 SBio Intellectual Property. All rights and title to
                 Pre-Collaboration SBio Intellectual Property and Collaboration
                 SBio Intellectual Property, whether patentable or copyrighted
                 or not, will belong to SBio and will be subject to 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 SBio 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. Such Perkin-Elmer Intellectual Property will be
                 subject to the terms and conditions of this Agreement.

     5.2. Invention Disclosures. SBio 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 1.3, 1.4, 1.5 and 1.6 within thirty days of
          their identification

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          thereof.

     5.3  Filing of Patent Applications.

          5.3.1. Collaboration SBio Intellectual Property. SBio will have the
                 first right, using in-house or outside legal counsel selected
                 by SBio's sole discretion, to prepare, file, Prosecute,
                 maintain and extend patent applications for Collaboration SBio
                 Intellectual Property in countries of SBio's choosing, and SBio
                 will bear all costs relating to such activities which occur at
                 SBio's request or direction. SBio will solicit Perkin-Elmer's
                 advice and review of SBio applications relating to Licensed
                 Product(s) and take into consideration Perkin-Elmer's advice
                 thereon. If SBio 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,
                 SBio 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. SBio will, at SBio'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 SBio will each hold all information it
                 presently knows or acquires under this Section 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 by 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 SBio's advice
                 and review of Perkin-Elmer's applications relating to Licensed
                 Product(s) and take into consideration SBio'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 SBio notice thereof within a reasonable
                 period prior to allowing such patents or claims to lapse or
                 become abandoned or unenforceable, and SBio will thereafter
                 have the right, at its sole expense, to prepare, file,
                 Prosecute, and maintain such applications

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                   in its own name in such one or more countries. Perkin-Elmer
                   will, at Perkin-Elmer's expense, provide reasonable
                   assistance to SBio to facilitate the filing and prosecution
                   of all such applications and will execute all documents
                   deemed necessary or desirable therefor. Perkin-Elmer and SBio
                   will each hold all information it presently knows or acquires
                   under this Section 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
                   SBio will jointly determine the advisability of filing a
                   patent application or 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 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 other Party will be free to decide, in its 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's sole expense.

      5.4.  SBio's License of Intellectual Property to Perkin-Elmer.

            5.4.1. Exclusive License. SBio grants to Perkin-Elmer an exclusive
                   license under Licensed Patents to make, have made, offer to
                   sell and sell Licensed Product(s) in the Licensed Field,
                   subject to SBio's rights set forth in Section 3.3 and the
                   exclusion of Section 5.4.3.

            5.4.2. Co-Exclusive License. SBio grants to Perkin-Elmer a
                   co-exclusive license under the Licensed Patents to use
                   Licensed Product(s) in the Licensed Field, including the
                   right to grant a sublicense to customers to use Licensed
                   Product(s), subject to the exclusion of Section 5.4.3.

            5.4.3. [*] Exclusion From Licenses. The exclusive license
                   granted in Section 5.4.1 and the co-exclusive license granted
                   in Section



[*]  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
                    5.4.2 expressly exclude the sale of Licensed Product(s)
                    [*].

          5.4.4.    Grantback from Perking-Elmer to SBio. In the event that the
                    Joint Steering Committee decides, pursuant to Section 2.1,
                    that SBio will independently develop Licensed Product(s)
                    outside of a Workplan, Perkin-Elmer grants to SBio a
                    non-exclusive license under Licensed Patents to make, have
                    made, offer to sell and sell such independently-developed
                    Licensed Product(s) in the Licensed Field.

     5.5. PATENT LITIGATION.

          5.1.1.    In the event of the institution of any suit by a third party
                    against SBio or Perkin-Elmer alleging that the manufacture,
                    use, sale, distribution or marketing of Licensed Product(s)
                    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. SBio 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 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.

          5.5.2.    In the event that SBio or Perkin-Elmer becomes aware of
                    actual or threatened infringement of a patent resulting from
                    Collaboration SBio 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 ninety (90) days, 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, SBio and

[*]  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.

                                       13


<PAGE>   14
                    Perkin-Elmer will assist one another and cooperate in any
                    such litigation at the other's reasonable request
                    without expense to the requesting Party.


          5.5.3     SBio and Perkin-Elmer have the right to recover their
                    respective actual out-of-pocket expenses, or equitable
                    proportions thereof, associated with any litigation or
                    settlement thereof from any recovery made by any Party. Any
                    excess amount will be shared between Perkin-Elmer and SBio
                    in an amount proportional to their respective expenses.

          5.5.4     The Parties must 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 the 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 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 Licensed Product(s),
                    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 SBio 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 Licensed Product(s)
                    sold by Perkin-Elmer.

          5.7.3     SBio, 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-


                                       14


<PAGE>   15
               Elmer to use such trademarks for any purpose other than
               co-promotion as provided in this Agreement.

6.   CONFIDENTIALITY

     6.1  Duties of Confidentiality. Because SBio and Perkin-Elmer will be
          cooperating with each other in this collaboration, each may reveal
          Confidential Information to the other in the course of this program.
          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 same
          to any third party without the express written consent of the other,
          or, except as may be required for purposes of advancing the
          developing, manufacturing or marketing of Licensed Product(s), or to
          carry out 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. This confidentiality requirement will remain in force for a
          period of three years following termination of this Agreement.

     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 in conjunction with this
          research, 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 SBio or to a sub-licensee, distributor or joint venture or other
          associated company of either Party for the purpose of developing or
          commercializing Licensed Product(s), 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

                                       15
<PAGE>   16
                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, other tribunal or appointed maintains such
                information in confidence in accordance with the terms of this
                Agreement.

        6.5.    Publication. Neither Perkin-Elmer nor SBio 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 will not be unreasonably withheld, except that the
                foregoing will not apply to the customary literature which is
                prepared for marketing and sales purposes.

        6.6.    Publicity. Within thirty days following the Effective Date, the
                Parties will agree on the form and language of a joint press
                release related to this agreement.

        6.7.    Compliance with Statutory Requirements. For the avoidance of
                doubt, 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
                products 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

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

                7.1.1.  it has the corporate power and authority and legal
                        right to enter into this Agreement and to perform its
                        obligations hereunder;

                7.1.2.  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;

                7.1.3.  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,


                                       16
<PAGE>   17
                        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)
                        with respect to the execution and delivery of the
                        Agreement, require any consent or approval of any
                        governmental authority or other person;

                7.1.4.  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, relating to their technology which
                        would materially interfere with that Party's
                        performance of its obligations under this Agreement;

                7.1.5.  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.

8.      INDEMNIFICATION

        8.1.    Perkin-Elmer Indemnification of SBio. Perkin-Elmer will defend,
                indemnify and hold harmless SBio, Affiliates of SBio, and their
                respective directors, officers, shareholders in their capacity
                as shareholders, agents and employees, from and against any and
                all liability, loss, damages and expenses (including attorneys'
                fees) as the result of 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 Licensed Product(s) or part
                thereof. Perkin-Elmer's obligation to defend, indemnify and
                hold harmless will include claims, demands, costs 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 an indemnified Party which
                results (i) from the negligence or willful misconduct of such
                indemnified Party, or (ii) a claim of patent infringement.
                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 SBio to defend SBio and to settle any claim,
                provided that, without the written consent of SBio (which will
                not be unreasonably withheld or delayed), Perkin-Elmer will not
                agree to settle any claim against SBio to the extent such claim
                has a material


                                       17
<PAGE>   18
            adverse effect on SBio. The provisions of this Section will survive
            and remain in full force and effect after any termination,
            expiration or cancellation of this Agreement and Perkin-Elmer's
            obligations hereunder will apply whether or not such claims are
            rightfully brought.

      8.2.  SBio Indemnification of Perkin-Elmer. SBio 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 liability, loss, damages and expenses (including
            attorneys' fees) as the result of 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 SBio contained in or made pursuant to this Agreement
            or (2) the manufacture by or through SBio or its Affiliates of any
            Licensed Product(s) or part thereof. SBio's obligation to defend,
            indemnify and hold harmless will include claims, demands, costs 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 an indemnified Party which results (i)
            from the negligence or willful misconduct of such indemnified
            Party, or (ii) a claim of patent infringement, or (iii) where such
            claims result from a modification of Licensed Product(s) by
            Perkin-Elmer which was not approved by SBio. SBio will have the
            exclusive right to control the defense of any action which is to be
            indemnified in whole by SBio 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),
            SBio 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 will survive and remain in full force and
            effect after any termination, expiration or cancellation of this
            Agreement and SBio'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 or action 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



                                       18
<PAGE>   19
            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 so 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 withheld
            unreasonably.

      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 it 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 terminated as provided herein.

      9.2.  Termination. This Agreement may be terminated as follows:

            9.2.1. by mutual written agreement of SBio and Perkin-Elmer,
                   effective as of the time specified in such written
                   agreement; or

            9.2.2. by either Party,

                   9.2.2.1. 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 an
                            arrangement or for the appointment of a receiver or
                            trustee of the 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



                                       19
<PAGE>   20
                    sixty 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.

           9.2.2.2. upon any material breach of this Agreement by the other
                    Party; provided 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 days after receipt
                    of such notice.

     9.3.  Survival of Obligations. Upon any termination of this Agreement,
           neither Party will be relieved of any obligations incurred prior to
           such termination. Notwithstanding any termination of this Agreement,
           the obligations of the Parties under Sections 3.3, 5, 6, 7, 8, 9.3,
           and 11, as well as under any licenses which are maintained in effect
           and 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 Perkin-Elmer, such licenses will
           not survive the termination of this Agreement to the extent that such
           licenses relate to Licensed Product(s) which have not yet been
           commercialized.

10.  CHANGE OF CONTROL OF SBio

     10.1. Notice of Offer. SBio will promptly notify Perkin-Elmer in writing of
           any written offer to acquire control of SBio ("control" being defined
           herein as the acquisition of a majority of the outstanding voting
           securities of SBio), such notice to be provided at least forty five
           days before a closing date for the acquiring transaction. Such notice
           will contain the name of the Party offering to acquire control of
           SBio and a description of the offer including the price and other
           material terms and conditions. Information contained in the notice
           will be considered Confidential Information.

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

                                       20
<PAGE>   21
           prevention, restriction, interference or delay, provided that 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. Separability.

           11.3.1. 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.

           11.3.2. 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.

     11.4. 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.
           Confidential disclosures made pursuant to previously executed
           Confidentiality Agreements between SBio 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.

     11.5. 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 this Agreement nor any interest
           hereunder will be assignable by either Party without the written
           consent of the other provided, however, that Perkin-Elmer or SBio may
           assign this Agreement or any of its rights or obligations hereunder
           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 and, in the

                                       21
<PAGE>   22
           case of SBio, subject to Perkin-Elmer's right of notice pursuant 10.

     11.6. 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.

     11.7. Notices. Any notice required or permitted under this Agreement will
           be sent by air mail, postage pre-paid, to the following addresses of
           the Parties:

           <TABLE>
           <S>                         <C>              <C>
           If to SBio:
           Soane BioSciences, Inc.     with copy to     Venture Law Group
           3906 Trust Way                               2800 Sand Hill Road
           Hayward, CA 94545-3716                       Menlo Park, CA 94025
           Attn.: President                             Attn.: Mark Medeaus

           If to Perkin-Elmer:
           The Perkin-Elmer Corp.      with copy to     The Perkin-Elmer Corp.
           850 Lincoln Centre Drive                     850 Lincoln Centre Drive
           Foster City, CA 94404                        Foster City, CA 94404
           Attn.: Michael Albin                         Attn.: Legal Department
</TABLE>

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

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

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

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

Title: President, C.E.O.                        Title: Vice President
       -----------------                               --------------------

                                       22