EXHIBIT 10.29










February
5, 2008




Terry W.
Osborn, Ph.D., MBA


190
Margate Court


Lake
Bluff, IL 60044


847-778-0522





Re:
            Mutual
      Separation from Employment




Dear
Terry:




This
letter confirms our mutual agreement about your separation from employment with
Wafergen, Inc. (the “Company”), which will be effective today.




You will
be paid today all outstanding salary amounts and any accrued, but unused,
vacation time.  You also will be eligible to convert your vision and
dental insurance coverage under COBRA, and will receive information from our
plan administrator describing this conversion election.  You may
exercise any vested stock options during the applicable post-termination
exercise period, in accordance with the Company’s stock incentive plan (“Plan”)
and the stock option agreement you received with respect to such stock options
(“Option Agreement”) that governs such stock options.  If you seek
reimbursement of any business expenses, you agree to submit your final expense
reimbursement statement within the next ten (10) days, along with receipts or
other supporting documentation.  The Company will reimburse valid
business expenses in accordance with its standard expense reimbursement
policies.




Although
it is under no legal obligation to do so, the Company will also provide you with
a severance payment in the amount of $16,666.67 plus $1240.00, paid on a 1099 as
an independent consultant, in exchange for the general release of claims and
other agreements contained in this letter.  You will receive this
severance payment within ten (10) business days after you sign and return a copy
of this letter agreement to me.  As an additional severance benefit,
the Company will 1) accelerate the vesting of the 27,536 stock options granted
to you pursuant to the 2003 Stock Option Plan (51,000 Wafergen Inc. Options) at
a strike price of $0.14817 for a total price of $4,080.04; 2) accelerate the
vesting 2007 Options were granted on June 20, 2007 with one year cliff for 25%;
however WaferGen will offer 25% of 150,000 Wafergen Options (37,500 shares) at
strike price of 2.20 as per the Board of Directors agreement. 2007 Options shall
vest on March 6, 2008.  Except for this acceleration of vesting, your
options will





















be
governed by their original terms and conditions.  Except for the
separation terms proposed in this letter, you will not be entitled to any
compensation, benefits or other perquisites of employment aftertoday.




In
exchange for the foregoing severance benefits, you completely release the
Company, its affiliated, related, parent or subsidiary entities, and its and
their present and former directors, officers, and employees (the “Released
Parties”) from any and all claims you may now have or have ever had against any
of them, including, but not limited to, any claims arising under Title VII of
the Civil Rights Act of 1964, the WARN Act or any state counterpart, the
California Fair Employment and Housing Act, the Age Discrimination in Employment
Act (“ADEA”), or any other claims for violation of any federal, state, or
municipal laws, and any and all claims for attorneys’ fees and costs (the
“Released Claims”).1  The parties intend for this release
to be enforced to the fullest extent permitted by law.  You understand
that you are not waiving any right or claim that cannot be waived as a matter of
law, such as workers’ compensation or unemployment insurance
benefits.  You agree not to file or initiate any lawsuit concerning
the Released Claims.  You understand that this paragraph does not
prevent you from filing a charge with or participating in an investigation by a
governmental administrative agency; provided, however, that you hereby waive any
right to receive any monetary award resulting from such a charge or
investigation.




You
acknowledge that the payment and benefits described above exceed the amount to
which you otherwise are entitled under the Company’s policies and
practices.  You understand and agree that this letter shall be
maintained in strict confidence, and that you shall not disclose any of its
terms to another person, except to your legal counsel, tax advisors or immediate
family, unless required by law.  You further agree not to make or
publish, either orally or in writing, any disparaging statement about the
Released Parties. Wafergen’s Released Parties agrees not to make or publish,
either orally or in writing, any disparaging statement about Terry W. Osborn.
Please return all Company materials in your possession, including keys, as soon
as possible.  Also, remember that even after your employment with the
Company ends, you must comply with your continuing obligation to maintain the
confidentiality of the Company’s proprietary information, including your
obligations under the proprietary information agreement you signed as a
condition of your employment (the “Proprietary Information
Agreement”).





1 You
agree that because this release specifically covers known and unknown claims,
you waive your rights under Section 1542 of the California Civil Code, or under
any comparable law of any other jurisdiction.  Section 1542
states:  “A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have materially
affected his or her settlement with the debtor.”












This
letter contains all of our agreements and understandings and fully supersedes
any prior agreements or understandings that we may have had regarding your
employment with the Company or its termination, with the exception of the
Proprietary Information Agreement.  The agreement is governed by
California law and may be amended only in a written document signed by you and
the Company’s President.  If any term in this agreement is
unenforceable, the remainder of the agreement will remain
enforceable.




Please
note that you have 21 days to consider this letter agreement (but may sign it at
any time before hand if you so desire) and that you can consult an attorney in
doing so.  In addition, you can revoke this agreement within 7 days of
signing it by sending me a certified letter to that effect.  This
agreement shall not become effective or enforceable and no severance payments or
benefits will be provided until the 7-day revocation period has
expired.




If you
have any questions, please feel free to call me.  We wish you the best
in your future endeavors.




Very
truly yours,











Alnoor
Shivji











To accept
the severance package described above, please sign below and return this letter
to me on or before February 27, 2008.





ACCEPTED
AND AGREED:







Dated:
            February 26, 2008
            
            /s/ TERRY W. OSBORNTerry
      W. Osborn