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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549



---



FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2003



OR





|x |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from
 to
.



Commission file number: 0-29975



ACLARA BioSciences, Inc.

(Exact name of registrant as specified in its charter)



|Delaware                 |  | 94-3222727                          
|------------------------ |  | ------------------------------------
|(State of incorporation) |  | (IRS Employer Identification Number)



1288
Pear Avenue

Mountain View, California 94043

(Address of principal executive offices and zip code)



650-210-1200

(Registrants telephone number, including area code)



Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ̈.



The number of shares outstanding of the registrants common stock as of April 30, 2003 was 35,463,049.



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##### Table of Contents

ACLARA BIOSCIENCES, INC.



TABLE OF CONTENTS



|               |  |                       |  |                                                                                                                                                                    |  | PAGE
|-------------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|Part I:        |  | Financial Information |  |                                                                                                                                                                   
|              
|               |  | Item 1.               |  | Financial Statements (Unaudited)                                                                                                                                   |  |     
|              
|               |  |                       |  | Condensed Balance Sheets as of March 31, 2003 and December 31, 2002                                                                                                |  | 3   
|              
|               |  |                       |  | Condensed Statements of Operations for the Three Months Ended March 31, 2003 and 2002 and for theCumulative Period From May 5, 1995 (Inception) to March 31, 2003  |  | 4   
|              
|               |  |                       |  | Condensed Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 and for the Cumulative Period from May 5, 1995 (Inception) to March 31, 2003 |  | 5   
|              
|               |  |                       |  | Notes to Condensed Financial Statements                                                                                                                            |  | 6   
|              
|               |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                              |  | 10  
|              
|               |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                         |  | 18  
|              
|               |  | Item 4.               |  | Controls and Procedures                                                                                                                                            |  | 18  
|              
|Part II:       |  | Other Information     |  |                                                                                                                                                                   
|              
|               |  | Item 1.               |  | Legal Proceedings                                                                                                                                                  |  | 18  
|              
|               |  | Item 2.               |  | Changes in Securities and Use of Proceeds                                                                                                                          |  | 18  
|              
|               |  | Item 3.               |  | Defaults upon Senior Securities                                                                                                                                    |  | 18  
|              
|               |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                                                                |  | 19  
|              
|               |  | Item 5.               |  | Other Information                                                                                                                                                  |  | 19  
|              
|               |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                                                                                   |  | 19  
|              
|Signatures     |  |                       |  | 22                                                                                                                                                                
|              
|Certifications |  |                       |  | 23                                                                                                                                                                



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##### Table of Contents

PART IFINANCIAL INFORMATION



ITEM 1. Financial Statements



ACLARA BIOSCIENCES, INC.

(A Development Stage Enterprise)



CONDENSED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)



|                                                                                                                                      |  | March 31, 2003 |          |   | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ----------------- | -
|ASSETS                                                                                                                                |  |                |          |   |                   |  
|Current assets:                                                                                                                       |  |                |          |   |                   |  
|Cash and cash equivalents                                                                                                             |  | $              | 76,368   |   |                   | $
|Restricted cash                                                                                                                       |  |                |         |   |                   |  
|Short-term marketable investments                                                                                                     |  |                | 7,756    |   |                   |  
|Accounts receivable                                                                                                                   |  |                | 172      |   |                   |  
|Prepaid expenses and other current assets                                                                                             |  |                | 309      |   |                   |  
|Inventories                                                                                                                           |  |                | 2,780    |   |                   |  
|                                                                                                                                      |  |                |          |   |                   |  
|Total current assets                                                                                                                  |  |                | 87,385   |   |                   |  
|Long-term marketable investments                                                                                                      |  |                | 17,158   |   |                   |  
|Property and equipment, net                                                                                                           |  |                | 6,833    |   |                   |  
|Other assets, net                                                                                                                     |  |                | 1,511    |   |                   |  
|                                                                                                                                      |  |                |          |   |                   |  
|Total assets                                                                                                                          |  | $              | 112,887  |   |                   | $
|                                                                                                                                      |  |                |          |   |                   |  
|                                                                                                                                     
|LIABILITIES & STOCKHOLDERS
EQUITY                                                                                                    |  |                |          |   |                   |  
|Current liabilities:                                                                                                                  |  |                |          |   |                   |  
|Accounts payable                                                                                                                      |  | $              | 896      |   |                   | $
|Accrued payroll and related expenses                                                                                                  |  |                | 1,056    |   |                   |  
|Accrued expenses and other current liabilities                                                                                        |  |                | 1,667    |   |                   |  
|Deferred revenue                                                                                                                      |  |                | 75       |   |                   |  
|Restructuring accrual                                                                                                                 |  |                | 29       |   |                   |  
|Current portion of loans payable                                                                                                      |  |                | 206      |   |                   |  
|                                                                                                                                      |  |                |          |   |                   |  
|Total current liabilities                                                                                                             |  |                | 3,929    |   |                   |  
|Loans payable, net of current portion                                                                                                 |  |                | 489      |   |                   |  
|Deferred rent                                                                                                                         |  |                | 433      |   |                   |  
|                                                                                                                                      |  |                |          |   |                   |  
|Total liabilities                                                                                                                     |  |                | 4,851    |   |                   |  
|                                                                                                                                     
|Contingencies (Note 3)                                                                                                                |  |                |          |   |                   |  
|                                                                                                                                     
|Stockholders equity:                                                                                                                 |  |                |          |   |                   |  
|Common stock, $0.001 par value:                                                                                                       |  |                |          |   |                   |  
|Authorized 150,000,000 shares; Issued and outstanding: 35,463,049 shares at March 31,
2003 and 35,391,018 shares at December 31, 2002 |  |                | 36       |   |                   |  
|Treasury stock at cost (900,000 shares at March 31, 2003 and December 31,
2002)                                                       |  |                | (1,350   | ) |                   |  
|Additional paid-in capital                                                                                                            |  |                | 258,773  |   |                   |  
|Deferred stock-based compensation                                                                                                     |  |                | (415     | ) |                   |  
|Accumulated other comprehensive income                                                                                                |  |                | 290      |   |                   |  
|Deficit accumulated during development stage                                                                                          |  |                | (149,298 | ) |                   |  
|                                                                                                                                      |  |                |          |   |                   |  
|Total stockholders equity                                                                                                            |  |                | 108,036  |   |                   |  
|                                                                                                                                      |  |                |          |   |                   |  
|Total liabilities and stockholders equity                                                                                            |  | $              | 112,887  |   |                   | $
|                                                                                                                                      |  |                |          |   |                   |  



The
accompanying notes are an integral part of these condensed financial statements.



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ACLARA BIOSCIENCES, INC.

(A Development Stage Enterprise)



CONDENSED STATEMENTS OF OPERATIONS

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)



|                                                                                                        |  | Three Months Ended March 31, |        |   | Cumulative Period from May 5, 1995 (Inception) to
March 31, 2003 |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---------------------------------------------------------------- | -
|                                                                                                        |  | 2003                         |        |   | 2002                                                             |  
|Revenues                                                                                                |  | $                            | 179    |   |                                                                  | $
|                                                                                                        |  |                              |        |   |                                                                  |  
|Costs and operating expenses:                                                                           |  |                              |        |   |                                                                  |  
|Research and development                                                                                |  |                              | 4,350  |   |                                                                  |  
|Selling, general and administrative                                                                     |  |                              | 2,499  |   |                                                                  |  
|Litigation settlement                                                                                   |  |                              |       |   |                                                                  |  
|Restructuring                                                                                           |  |                              |       |   |                                                                  |  
|                                                                                                        |  |                              |        |   |                                                                  |  
|Total costs and operating expenses                                                                      |  |                              | 6,849  |   |                                                                  |  
|                                                                                                        |  |                              |        |   |                                                                  |  
|Loss from operations                                                                                    |  |                              | (6,670 | ) |                                                                  |  
|Interest income                                                                                         |  |                              | 455    |   |                                                                  |  
|Interest expense                                                                                        |  |                              | (15    | ) |                                                                  |  
|                                                                                                        |  |                              |        |   |                                                                  |  
|Net loss                                                                                                |  |                              | (6,230 | ) |                                                                  |  
|                                                                                                        |  |                              |        |   |                                                                  |  
|Dividends related to beneficial conversion feature of preferred stock                                   |  |                              |       |   |                                                                  |  
|Accretion to redemption value and accrued dividends on mandatory redeemable convertible
preferred stock |  |                              |       |   |                                                                  |  
|                                                                                                        |  |                              |        |   |                                                                  |  
|Net loss attributable to common stockholders                                                            |  | $                            | (6,230 | ) |                                                                  | $
|                                                                                                        |  |                              |        |   |                                                                  |  
|                                                                                                       
|Net loss per common share, basic and diluted                                                            |  | $                            | (0.18  | ) |                                                                  | $
|Weighted average shares used in net loss per common share calculation, basic and
diluted                |  |                              | 35,445 |   |                                                                  |  



The
accompanying notes are an integral part of these condensed financial statements.



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ACLARA BIOSCIENCES, INC.

(A Development Stage Enterprise)



CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)



|                                                                            |  | Three Months Ended March 31, |         |   | Cumulative Period from May 5, 1995 (Inception) to
March 31, |  
|--------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ----------------------------------------------------------- | -
|                                                                            |  | 2003                         |         |   | 2002                                                        |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                              |         |   |                                                             |  
|Net loss                                                                    |  | $                            | (6,230  | ) |                                                             | $
|Adjustments to reconcile net loss to net cash used in operating
activities: |  |                              |         |   |                                                             |  
|Depreciation and amortization                                               |  |                              | 456     |   |                                                             |  
|Amortization of discount on marketable investments                          |  |                              | 32      |   |                                                             |  
|Amortization of note and long-term debt discount                            |  |                              |        |   |                                                             |  
|Amortization of deferred stock based compensation                           |  |                              | 156     |   |                                                             |  
|Loss on sale of fixed assets                                                |  |                              |        |   |                                                             |  
|Amortization of other assets                                                |  |                              | 54      |   |                                                             |  
|Preferred stock issued for interest expense                                 |  |                              |        |   |                                                             |  
|Non-cash restructuring charge                                               |  |                              |        |   |                                                             |  
|Interest income from notes receivable from stockholders                     |  |                              |        |   |                                                             |  
|Revaluation of litigation settlement                                        |  |                              |        |   |                                                             |  
|Changes in assets and liabilities:                                          |  |                              |         |   |                                                             |  
|Accounts receivable                                                         |  |                              | 296     |   |                                                             |  
|Prepaid expenses and other current assets                                   |  |                              | 114     |   |                                                             |  
|Inventories                                                                 |  |                              | 1       |   |                                                             |  
|Accounts payable                                                            |  |                              | 205     |   |                                                             |  
|Accrued payroll and related expenses                                        |  |                              | 33      |   |                                                             |  
|Accrued expenses and other liabilities                                      |  |                              | 311     |   |                                                             |  
|Restructuring accrual                                                       |  |                              | (472    | ) |                                                             |  
|Litigation settlement                                                       |  |                              |        |   |                                                             |  
|Deferred revenue                                                            |  |                              | (30     | ) |                                                             |  
|Deferred rent                                                               |  |                              | 18      |   |                                                             |  
|                                                                            |  |                              |         |   |                                                             |  
|Net cash used in operating activities                                       |  |                              | (5,056  | ) |                                                             |  
|                                                                            |  |                              |         |   |                                                             |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                              |         |   |                                                             |  
|Acquisition of property and equipment                                       |  |                              | (294    | ) |                                                             |  
|Sales of property and equipment                                             |  |                              | 106     |   |                                                             |  
|Change in restricted cash                                                   |  |                              | 34,125  |   |                                                             |  
|Purchase of investments                                                     |  |                              | (16,000 | ) |                                                             |  
|Sales and maturities of investments                                         |  |                              | 25,500  |   |                                                             |  
|Change in other assets                                                      |  |                              |        |   |                                                             |  
|                                                                            |  |                              |         |   |                                                             |  
|Net cash (used in) provided by investing activities                         |  |                              | 43,437  |   |                                                             |  
|                                                                            |  |                              |         |   |                                                             |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                              |         |   |                                                             |  
|Principal payments for leasehold obligations                                |  |                              | (15     | ) |                                                             |  
|Principal payments under capital lease obligations                          |  |                              | (37     | ) |                                                             |  
|Proceeds from issuance of notes payable to related parties                  |  |                              |        |   |                                                             |  
|Proceeds from issuance of loans payable                                     |  |                              |        |   |                                                             |  
|Repayments of loans payable                                                 |  |                              |        |   |                                                             |  
|Proceeds from issuance of preferred stock, net of issuance costs            |  |                              |        |   |                                                             |  
|Principal payments for notes payable to related parties                     |  |                              |        |   |                                                             |  
|Repurchase of Series A preferred stock and one share of common stock        |  |                              |        |   |                                                             |  
|Proceeds from initial public offering, net of issuance costs                |  |                              |        |   |                                                             |  
|Proceeds from notes receivable from stockholders                            |  |                              |        |   |                                                             |  
|Proceeds from issuance of common stock                                      |  |                              | 32      |   |                                                             |  
|Repurchase of common stock                                                  |  |                              |        |   |                                                             |  
|                                                                            |  |                              |         |   |                                                             |  
|Net cash (used in) provided by financing activities                         |  |                              | (20     | ) |                                                             |  
|Net increases (decreases) in cash and cash equivalents                      |  |                              | 38,361  |   |                                                             |  
|Cash and cash equivalents, beginning of period                              |  |                              | 38,006  |   |                                                             |  
|                                                                            |  |                              |         |   |                                                             |  
|Cash and cash equivalents, end of period                                    |  | $                            | 76,367  |   |                                                             | $
|                                                                            |  |                              |         |   |                                                             |  



The
accompanying notes are an integral part of these condensed financial statements.



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ACLARA BIOSCIENCES, INC.

(A Development Stage Enterprise)



NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



The accompanying unaudited condensed financial statements
have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited
condensed financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the interim financial information for ACLARA BioSciences, Inc. (ACLARA). Accordingly, they do not
include all of the information and footnotes required by generally accepted accounting principles for the presentation of complete financial statements. The preparation of interim financial statements in conformity with generally accepted accounting
principals requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from these estimates.



This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in ACLARAs Form 10-K for the year ended December 31, 2002, as filed with the Securities and
Exchange Commission. Furthermore, interim results of operations are not necessarily indicative of the results that may be expected for the entire year or for other interim periods.



Comprehensive Income



Comprehensive income generally represents all changes in stockholders equity (deficit) except those
resulting from investments or contributions by stockholders. ACLARAs unrealized gains on available-for-sale securities represent the only component of comprehensive income that is excluded from ACLARAs net loss for the three months ended
March 31, 2003 and 2002 and for the cumulative period from May 5, 1995 (date of inception) to March 31, 2003. As this component of comprehensive income is not significant, individually or in the aggregate, no separate statements of comprehensive
income have been presented.



Net Loss Per
Share



Basic earnings per share is
calculated based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share would give effect to the dilutive effect of common stock equivalents consisting of stock options and warrants (calculated
using the treasury stock method) and common stock subject to repurchase. Potentially dilutive securities have been excluded from the diluted earnings per share computations as they have an antidilutive effect due to ACLARAs net loss.



A reconciliation of shares used in the
calculations is as follows (in thousands, except per share data):



|                                                                                                  |  | Three Months Ended March 31, |       
|------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                                  |  | 2003                         |       
|Basic and diluted:                                                                                |  |                              |       
|Net loss                                                                                          |  | $                            | (6,230
|                                                                                                  |  |                              |       
|Weighted average shares of common stock outstanding                                               |  |                              | 35,445
|Less: weighted average shares subject to repurchase                                               |  |                              |      
|                                                                                                  |  |                              |       
|Weighted-average shares of common stock used in basic and diluted net loss per share
calculations |  |                              | 35,445
|                                                                                                  |  |                              |       
|Net loss per common sharebasic and diluted                                                       |  | $                            | (0.18 
|                                                                                                  |  |                              |       



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The following
outstanding options and warrants (prior to the application of the treasury stock method), were excluded from the computation of diluted net loss per share as they had an anti-dilutive effect (in thousands):



|         |  | Three Months Ended March 31,
|-------- |  | ----------------------------
|         |  | 2003                        
|Options  |  | 4,171                       
|Warrants |  | 276                         



Accounting for Stock-Based Compensation



ACLARA accounts for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25) and its
related interpretations and has elected to follow the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). Under APB No. 25, compensation
expense is based on the difference, if any, on the date of the stock option grant between the fair value of ACLARAs stock and the exercise price of the stock option.



Had compensation cost for stock-based employee compensation arrangements been determined based on the fair
value at the date of the awards consistent with the provisions of SFAS No. 123, the impact on ACLARAs net loss would be as follows (in thousands, except per share data):



|                                                                                                       |  | Three Months Ended March 31, |       
|------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------
|                                                                                                       |  | 2003                         |       
|Net loss attributable to common stockholders:                                                          |  |                              |       
|As reported                                                                                            |  | $                            | (6,230
|Add: Stock-based compensation expense included in reported net loss                                    |  |                              | 156   
|Deduct: Total stock-based compensation expense determined under fair value based method
for all awards |  |                              | (514  
|                                                                                                       |  |                              |       
|Pro forma net loss                                                                                     |  | $                            | (6,588
|                                                                                                       |  |                              |       
|Net loss per share:                                                                                    |  |                              |       
|Basicas reported                                                                                      |  | $                            | (0.18 
|Basicpro forma                                                                                        |  | $                            | (0.19 
|Dilutedas reported                                                                                    |  | $                            | (0.18 
|Dilutedpro forma                                                                                      |  | $                            | (0.19 



ACLARA
accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
or in Conjunction with Selling, Goods or Services.



Recent Accounting Developments



In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46
requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable
interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company believes that the adoption of this standard will have no
material impact on its financial statements.



In
November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Interpretation No. 45 requires a Company, at the time
it issues a guarantee, to recognize an initial liability for the fair value of obligations assumed under the guarantee and elaborates on existing disclosure requirements. The disclosure requirements of FIN 45 are effective for financial statements
of interim or annual periods ending after December 15, 2002. Agreements that we have determined to be within the scope of FIN 45 include indemnification arrangements with officers and directors and indemnification arrangements with customers with
respect to



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intellectual property. To date, we have not incurred material costs, if any, in relation to any of the above guarantees and, accordingly,
adoption of this standard did not have a material impact on our financial position, results or operations or cash flows.



In November 2002, the Emerging Issues Task Force (EITF) issued Issue No. 00-21, Accounting for Revenue Arrangements with Multiple
Deliverables. EITF issue No. 00-21 addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how arrangement consideration should be measured and allocated to the separate
units of accounting. EITF Issue No. 00-21 will be effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003 or the Company may elect to report the change in accounting as a cumulative-effect adjustment. The
Company believes that the adoption of this standard will have no material impact on its financial statements.



In May 2002, the FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44, 64, Amendment of SFAS 13, and Technical Corrections as of
April 2002. SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, which required that gains and losses from extinguishment of debt that were included in the determination of net income be
aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. Under SFAS No. 145, gains or losses from extinguishment of debt should be classified as extraordinary items only if they meet the criteria in
Accounting Principals Board Opinion No. 30 (APB 30), Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. Applying the criteria in APB 30 will distinguish transactions that are part of an entitys recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item.
The Company adopted SFAS No. 145 on January 1, 2003. The losses on early extinguishment of debt obligations that were classified as extraordinary items in prior periods presented that did not meet the criteria of APB 30 for classification as
extraordinary items were reclassified to loss from operations.



2. RESTRICTED CASH



Current restricted cash at December 31, 2002 comprised $34.1 million held in escrow as part of its settlement of litigation with Caliper Technologies Corporation (Caliper). Pursuant to the Caliper settlement agreement,
ACLARA provided a letter of credit to Caliper in the amount of $32.5 million as a guarantee of ACLARAs performance. The banking institution that had issued the letter of credit required ACLARA to maintain a balance of 105% of the letter of
credit amount in a segregated account. This amount of $34.1 million was invested in short-term US government agency debt and money market funds. On February 15, 2003 the letter of credit was terminated and the restricted cash was released.



3. LITIGATION SETTLEMENT AND CONTINGENCIES



As part of the litigation settlement with Caliper, 900,000
shares of ACLARA common stock were issued in March 2001 with a guaranteed liquidation price of $36.11 per share if Caliper sold the shares after August 21, 2002 but before February 21, 2003. ACLARA initially valued the put obligation associated with
these shares at $20.8 million. Based on the change in ACLARAs stock price and in accordance with EITF No. 96-13 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock
(EITF No. 96-13) and its related interpretations, and Statement of Financial Accounting Standards No. 133, Accounting for Derivatives Instruments and Hedging Activities (SFAS 133), the put obligation was
subsequently revalued at the end of each reporting period prior to its settlement in October 2002. The revaluation of the put obligation used a Black-Scholes pricing model with changes in valuation being recorded in the Statements of Operations. At
December 31, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, the put obligation had a value of $27.2 million, $28.7 million, $30.5 million, and $30.9 respectively. As a result of these revaluations and the eventual settlement, in October
2002, revaluation expenses of $4.0 million and $6.4 million were recorded in the years ended December 31, 2002 and 2001, respectively, and revaluation expense of $1.5 million was recorded in the accompanying Statement of Operations for the three
months ended March 31, 2002. In October 2002, we paid Caliper $32.5 million related to this settlement. Of this amount approximately $1.4 million was for the repurchase at the then-current market price of the 900,000 shares previously issued to
Caliper in the original settlement agreement. Accordingly, no revaluation adjustments are applicable in periods after December 31, 2002.



In August 2000, ACLARA entered into a settlement and release with Rodenstock North America (Rodenstock) (formerly 2C Optics)
relating to a dispute arising out of ACLARAs repurchase of its Series A Preferred Stock from Rodenstock in 1999. The settlement agreement was approved by the board of directors of Rodenstock and a majority of Rodenstocks outstanding
shares entitled to vote on the matter. On April 27, 2001, S&A Biotech Investments, LLC (S&A), a stockholder of Rodenstock, filed a shareholder derivative suit in the Superior Court of California for the County of Santa Clara,
naming the directors of Rodenstock as individual defendants, Rodenstock as a nominal defendant, and ACLARA as a defendant. S&A alleges breach of fiduciary duties by Rodenstock and the individual defendants, including Thomas Baruch, who was the
chairman of the boards of ACLARA and Rodenstock, in connection with the August 2000 settlement between ACLARA and Rodenstock. S&A also asserts a claim against ACLARA for allegedly aiding and abetting the purported breach of fiduciary duty by
Rodenstock and



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Rodenstocks directors. Among other remedies, S&A seeks rescission of the settlement agreement
and the above-referenced stock repurchase. ACLARA filed its demurrer, and Rodenstock and Mr. Baruch filed their demurrers and notices of summary judgment, which were heard in April 2002. The Court denied all demurrers, but granted Rodenstock and Mr.
Baruchs notice for summary judgment. Plaintiff has dismissed without prejudice its claim against ACLARA while it considers appealing the judgment for the other defendants.



ACLARA and certain of its current or former officers and directors (the ACLARA defendants) are
named as defendants in a securities class action lawsuit filed in the United States District Court for the Southern District of New York. This action, which was filed on November 13, 2001 and is now captioned ACLARA Biosciences, Inc. Initial
Public Offering Securities Litigation, also names several of the underwriters involved in ACLARAs initial public offering (IPO) as defendants. This class action is brought on behalf of a purported class of purchasers of ACLARA
common stock from the time of ACLARAs IPO (March 20, 2000) through December 6, 2000. The central allegation in this action is that the underwriters in the ACLARA IPO solicited and received undisclosed commissions from, and entered into
undisclosed arrangements with, certain investors who purchased ACLARA stock in the IPO and the after-market. The complaint also alleges that the ACLARA defendants violated the federal securities laws by failing to disclose in the IPO prospectus that
the underwriters had engaged in these allegedly undisclosed arrangements. (More than 300 issuers have been named in similar lawsuits.) In July 2002, an omnibus motion to dismiss all complaints against issuers and individual defendants affiliated
with issuers (including ACLARA defendants) was filed by the entire group of issuer defendants in these similar actions. On February 19, 2003, the Court in this action issued its decision on Defendants omnibus motion to dismiss. This decision
dismissed the Section 10(b) claim as to ACLARA but denied the motion to dismiss Section 11 claim as to ACLARA and virtually all of the other defendants. ACLARA believes it has meritorious defenses and intends to vigorously defend itself against this
suit. As a result of this belief, no liability for this suit has been recorded in the accompanying financial statements. However, we could be forced to incur significant expenses in the litigation, and in the event there is an adverse outcome, our
business could be harmed.



4. RESTRUCTURING



During the third quarter of 2002 ACLARA initiated a
restructuring plan to streamline its operations, reduce costs associated with the microfluidics aspect of our business and increase our focus on our eTag assay chemistry. Accordingly, we recognized a restructuring charge of $3.3 million
during the third quarter of 2002, including $0.8 million of severance and related costs related to the reduction of our employment level by over 50 employees. This reduction was phased in over the second half of 2002 and primarily affected the
microfluidics area of our business, where essentially all of our active programs were eliminated. Termination benefits related to severance packages, out-placement services and other associated costs are included in restructuring expense on the
statement of operations and restructuring accrual on the balance sheet at March 31, 2003. We also wrote off approximately $2.5 million of fixed assets that are not expected to be used prospectively.



The following table sets forth an analysis of the components
of the restructuring charges (in thousands):



|                                     |  | Severance and Benefits |      |   | Fixed Assets |   |        | Other Charges |  |   | Total |  
|------------------------------------ |  | ---------------------- | ---- | - | ------------ | - | ------ | ------------- |  | - | ----- | -
|Restructuring provision:             |  |                        |      |   |              |   |        |               |  |   |       |  
|Severance and benefits               |  | $                      | 753  |   |              | $ |       |               |  | $ |      |  
|Property and equipment write off     |  |                        |     |   |              |   | 2,467  |               |  |   |      |  
|Other charges                        |  |                        |     |   |              |   |       |               |  |   | 107   |  
|                                     |  |                        |      |   |              |   |        |               |  |   |       |  
|Total                                |  | $                      | 753  |   |              | $ | 2,467  |               |  | $ | 107   |  
|Non-cash charges                     |  |                        |     |   |              |   | (2,467 | )             |  |   |      |  
|Cash paid                            |  |                        | (280 | ) |              |   |       |               |  |   | (79   | )
|                                     |  |                        |      |   |              |   |        |               |  |   |       |  
|Reserve balance at December 31, 2003 |  | $                      | 473  |   |              | $ |       |               |  | $ | 28    |  
|Cash paid                            |  |                        | (453 | ) |              |   |       |               |  |   | (19   | )
|                                     |  |                        |      |   |              |   |        |               |  |   |       |  
|Reserve balance at March 31, 2003    |  | $                      | 20   |   |              | $ |       |               |  | $ | 9     |  
|                                     |  |                        |      |   |              |   |        |               |  |   |       |  





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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion of the Financial Condition and Results of Operations should be read in conjunction with our condensed financial
statements and the notes to those for the quarters ended March 31, 2003 and 2002 included elsewhere in this Form 10-Q, and in conjunction with the Form 10-K for the year ended December 31, 2002. Statements in this Managements Discussion and
Analysis of Financial Condition and Results of Operations that express that ACLARA believes, anticipates, expects or plans to as well as other statements that are not historical fact, are
forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. Actual events or results may differ materially as a result of the risks and uncertainties described herein and elsewhere, including, but not limited to,
those factors discussed in Factors Affecting Operating Results set forth below.



OVERVIEW



We were formed by a spin-off transaction from Soane Technologies, Inc. which was incorporated in 1991 and subsequently changed its name to 2C Optics, Inc. We were incorporated in Delaware in 1995 under the name Soane BioSciences,
Inc. and changed our name in 1998 to ACLARA BioSciences, Inc. ACLARA is a leading developer of assay systems for life science research. Since our inception we have engaged primarily in research and development activities related to the application
of our proprietary microfluidics and assay technologies to genomic and proteomic applications in the field of drug discovery and development.



We have invested substantial amounts in establishing our eTag assay technology for life science research. From our inception to
March 31, 2003, we have incurred $91.2 million in research and development expenses. Total costs and operating expenses were $6.8 million and $10.8 million for the three months ended March 31, 2003 and 2002, respectively. Over 70% of our 95
employees at March 31, 2003 were engaged in research and development activities.



We have incurred significant losses since our inception. As of March 31, 2003, our accumulated deficit was $149.3 million and total stockholders equity was $108.0 million. We expect to incur
additional operating losses over at least the next two years as we continue to invest heavily in research and development activities, build our sales and marketing organization and commercialize our eTag products.



Essentially all our revenues through 2002 were generated from
commercial research collaborations and from government grants related to discontinued microfluidics programs that are not active in 2003. Our sources of potential revenue in 2003 and for the next several years are likely to be primarily from
commercialization of our eTag assay system. In late 2002, we introduced commercial access programs under which customers can gain access to our eTag Assay System.



In July 2002, we took steps to increase our focus on our eTag assay opportunities and to reduce costs,
particularly those costs associated with the microfluidics aspect of our business. Related to these actions, we took a charge in the third quarter of 2002 of $3.3 million. All of our resources are currently directed at developing the eTag
Assay System and expanding its applications.



RESULTS OF
OPERATIONS



PERIODS ENDED MARCH 31, 2003 AND 2002



Revenues.    Revenues for the three months ending March 31, 2003 were $179,000 and were derived primarily from collaborations related to our eTag access programs. Revenues for the three months ended
March 31, 2002 were $590,000 and were derived primarily from commercial collaboration agreements and government grants related to microfluidics-related programs that are no longer active. While revenue from these sources have been significant in
prior years, they are not expected to be significant in 2003 when the primary source of revenue is expected to be the eTag Assay System. The timing and amount of government grant awards and completion of milestones under these grants and in
our commercial collaborations has caused variations in these revenues. Our sources of potential revenue in 2003 and for the next several years are likely to be primarily from commercialization of our eTag Assay System. In late 2002, we
introduced commercial access programs under which customers can gain access to our eTagAssay System. Under the eTag Expert Access Program, customers can gain access to eTag assays for gene expression profiling, protein
expression analysis, and cell-surface antigen assays. Under this program, customers can buy eTag reagent kits, software, custom assay services, and consulting support. Under the Discovery Partners Program, customers can gain access to
applications that may allow them to discover and adopt novel drug targets, lead compounds, protein and antibody therapeutics and diagnostics.



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Research
& Development. Research and development expenses for the three months ended March 31, 2003 and 2002 were $4.4 million and $6.4 million respectively. The decrease in spending from 2002 to 2003 was primarily due to a decrease of $1.4 million
in personnel-related expenses. This reduction was due to the restructuring plan implemented in July 2002, in which essentially all microfluidics-related programs were eliminated and the related staffing level correspondingly reduced over the second
half of 2002. We expect to continue to devote substantial resources to research and development. Essentially all of our research and development expenditures are now focused on developing the eTag Assay System and on expanding the
applications for which it can be used.



Selling, General and Administrative. Selling, general and administrative expenses for the three months ended March 31, 2003 and 2002 were $2.5 million and $2.8 million, respectively. The decrease in spending from 2002 to 2003
was due primarily to reduced legal expenses related to litigation that has been settled or is no longer active. We expect that our selling, general and administrative expenses will continue to be substantial as we increase our sales, marketing and
business development activities related to the commercialization of our products, and as a result of the administrative and support infrastructure required to support our operations.



Litigation Settlements. As part of the litigation settlement with Caliper, 900,000 shares of ACLARA
common stock were issued in March 2001 with a guaranteed liquidation price of $36.11 per share if Caliper sold the shares after August 21, 2002 but before February 21, 2003. ACLARA initially valued the put obligation associated with these shares
using a Black-Scholes pricing model. The put obligation was subsequently revalued with changes in valuation being recorded in the statement of operations. As a result of these revaluations, revaluation expense of $1.5 million was recorded in the
accompanying Statements of Operations for the three months ended March 31, 2002, but as a result of the final settlement payment to Caliper and the repurchase of the stock from Caliper in October 2002, revaluation adjustments are no longer necessary
and no expense has been recorded in 2003. (See Note 3 in the accompanying Notes to Condensed Financial Statements.)



Restructuring. During the third quarter of 2002 ACLARA initiated a restructuring plan to streamline our operations, reduce costs
associated with the micro fluidics aspect of our business and increase our focus on our eTag assay technology. Accordingly, we recognized a restructuring charge of $3.3 million during the third quarter, including $0.8 million of severance and
related costs related to the reduction of our employment level by over 50 employees. This reduction was phased in over the second half of 2002 and primarily affected the microfluidics area of our business, where essentially all of our active
programs were eliminated. Termination benefits related to severance packages, out-placement services and other associated costs are included in restructuring expense on the statement of operations and restructuring accrual on the balance sheet at
December 31, 2002. We also wrote off approximately $2.5 million of fixed assets that are not expected to be used prospectively.



Interest Income (Expense) Net. Interest income (expense) net represents income earned on our cash and cash equivalents, short-term
investments, long-term investments and restricted cash, and interest paid on bridge loans, capital leases and equipment loans. Net interest income was $0.5 million and $1.1 million for the three months ended March 31, 2003 and 2002 respectively. The
decrease in net interest income from 2002 to 2003 was primarily due to lower average balances in cash, cash equivalents, short-term and long-term investments and lower market interest rates.



LIQUIDITY AND CAPITAL RESOURCES



Since inception, we have financed our operations primarily
through our initial public offering in March 2000 that raised net proceeds of $201.0 million, private placements of preferred stock totaling $32.3 million, loans from the landlord of our Mountain View facility and equipment financing lines of credit
totaling $4.4 million, capital leases totaling $1.8 million, and research and development funding from collaborators and government grants. As of March 31, 2003, we had total unrestricted cash resources of $101.3 million, comprising $76.4 million in
cash and cash equivalents, $7.8 million in short-term marketable investments and $17.2 million in long-term marketable investments.



A loan agreement with the landlord of the Mountain View facility allowed us to borrow $663,000 for leasehold improvements at an annual
interest rate of 8.5%. The principal balance of this loan at March 31, 2003 was $493,000. The note matures on July 1, 2009.



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In March 1999,
ACLARA entered into a ten year operating lease agreement for our Mountain View facility. The future annual minimum loan payments including accrued interest and lease payments under the loan and lease agreements at March 31, 2003 are as follows (in
thousands):



|Years Ending December 31,               |  | Capital Lease Commitments |     |   | Loan Payments |   |      | Operating Lease Commitments
|--------------------------------------- |  | ------------------------- | --- | - | ------------- | - | ---- | ---------------------------
|2003                                    |  | $                         | 117 |   |               | $ | 76   |                            
|2004                                    |  |                           | 98  |   |               |   | 101  |                            
|2005                                    |  |                           |    |   |               |   | 101  |                            
|2006                                    |  |                           |    |   |               |   | 101  |                            
|2007                                    |  |                           |    |   |               |   | 101  |                            
|2008 and thereafter                     |  |                           |    |   |               |   | 126  |                            
|                                        |  |                           |     |   |               |   |      |                            
|Total minimum loan and lease payments   |  |                           | 215 |   |               |   | 606  |                            
|                                        |  |                           |     |   |               |   |      |                            
|Amount representing interest            |  |                           | (12 | ) |               |   | (113 | )                          
|                                        |  |                           |     |   |               |   |      |                            
|Present value of minimum lease payments |  | $                         | 203 |   |               | $ | 493  |                            
|                                        |  |                           |     |   |               |   |      |                            



Operating activities used cash of $5.1 million for each of the three months ended March 31, 2003 and 2002, respectively. Uses of cash in operating activities primarily resulted from operating losses adjusted for non-cash expenses and
changes in working capital and other liabilities.



Cash provided by investing activities was $43.4 million for the three months ended March 31, 2003, including the release of restricted cash from the Caliper settlement of $34.1 million and net maturities of investments of $9.5
million, compared to cash used in investing activities of $9.0 million for the three months ended March 31, 2002. Cash provided by financing activities remained essentially unchanged for the three months ended March 31, 2003 and 2002. Financing
activity primarily reflects cash proceeds received through the employee exercise of stock options and employee participation in the employee stock purchase program



We believe that our current cash and cash equivalents, short-term and long-term marketable investment
balances and funding received from collaborators and government grants will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 24 months. After that time, we cannot be certain that
additional funding, if required, will be available on acceptable terms, or at all. We expect that our costs will continue to exceed our revenues on an annual basis for at least the next two years. We may raise additional funds through public or
private financing, collaborative relationships or other arrangements. Further, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Our failure to raise capital when
needed may harm our business and operating results.



As part of our litigation settlement with Caliper, we have provided a letter of credit to Caliper in the amount of $32.5 million as a guarantee of our performance under the settlement agreement. The banking institution that issued
the letter of credit required us to maintain a balance of 105% of the letter of credit amount in a segregated account. This amount of $34.1 million is recorded as restricted cash in our financial statements at December 31, 2002. In October 2002, we
paid Caliper $32.5 million related to this settlement. Of this amount approximately $1.3 million was for the repurchase at the then-current market price of the 900,000 shares previously issued to Caliper in the original settlement agreement. On
February 15, 2003 the letter of credit was terminated and the restricted cash was released.



CRITICAL ACCOUNTING POLICIES



There have been no material changes to our critical accounting policies and estimates from those disclosed in our report on Form 10-K for our fiscal year ended December 31, 2002.



RECENT ACCOUNTING DEVELOPMENTS



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In January
2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable
interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or
acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company believes that the adoption of this standard will have no material impact on its financial
statements.



In November 2002, the FASB issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Interpretation No. 45 requires a Company, at the time it issues a guarantee, to
recognize an initial liability for the fair value of obligations assumed under the guarantee and elaborates on existing disclosure requirements. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual
periods ending after December 15, 2002. Agreements that we have determined to be within the scope of FIN 45 include indemnification arrangements with officers and directors and indemnification arrangements with customers with respect to intellectual
property. To date, we have not incurred material costs, if any, in relation to any of the above guarantees and, accordingly, adoption of this standard did not have a material impact on our financial position, results or operations or cash flows.



In November 2002, the Emerging Issues Task Force
(EITF) issued Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. EITF issue No. 00-21 addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and
how arrangement consideration should be measured and allocated to the separate units of accounting. EITF Issue No. 00-21 will be effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003 or the Company may elect
to report the change in accounting as a cumulative-effect adjustment. The Company believes that the adoption of this standard will have no material impact on its financial statements.



In May 2002, the FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44, 64, Amendment of SFAS 13, and
Technical Corrections as of April 2002. SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, which required that gains and losses from extinguishment of debt that were included in the
determination of net income be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. Under SFAS No. 145, gains or losses from extinguishment of debt should be classified as extraordinary items only
if they meet the criteria in Accounting Principals Board Opinion No. 30 (APB 30), Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. Applying the criteria in APB 30 will distinguish transactions that are part of an entitys recurring operations from those that are unusual or infrequent or that meet the criteria for
classification as an extraordinary item. The Company adopted SFAS No. 145 on January 1, 2003. The losses on early extinguishment of debt obligations that were classified as extraordinary items in prior periods presented that did not meet the
criteria of APB 30 for classification as extraordinary items were reclassified to loss from operations.



FACTORS AFFECTING OPERATING RESULTS



The following risk factors outline certain risks and uncertainties concerning future results and should be read in conjunction with the other information contained in this Report on Form 10-Q and with
the Companys Annual Report on Form 10-K for the year ended December 31, 2002. Any of these risk factors could materially and adversely affect our business, results of operations, financial condition and future growth prospects. Additional
risks and uncertainties that we do not currently know about or that we currently deem immaterial may also impair our business, financial condition, results of operations and future growth prospects.



WE HAVE A HISTORY OF OPERATING LOSSES AND AN ACCUMULATED DEFICIT, AND WE MAY
NOT ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.



Since we were founded in May 1995, we have engaged primarily in research and development efforts. We have incurred operating losses every year since inception, and we may never achieve profitability. Net losses for the years ended
December 31, 2002, 2001 and 2000 were $37.2 million, $29.0 million and $59.2 million, respectively. Net losses for the three months ended March 31, 2003 and 2002 were $6.2 million and $9.1 million, respectively. As of March 31, 2003, we had an
accumulated deficit of $149.3 million. Our losses have resulted principally from costs incurred in connection with our research and development activities, from litigation settlement charges and from selling, general and administration costs
associated with our operations.





To date, we have not generated any significant revenue from the sale of products. Our ability to generate revenues from product sales or
to achieve profitability is dependent on our ability, alone or with collaborative partners, to successfully design, develop, manufacture and commercialize our proprietary assay chemistry systems in a timely manner and on adoption of our



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technological approach by customers. Our revenue through 2002 has been generated principally from
collaborative research and development agreements, government grants and commercial collaborations related to our former microfluidics activities. None of these revenue sources are expected to be significant in 2003, when our eTag Assay
System is anticipated to be the primary source of revenue. We expect that our costs will continue to exceed our revenues on an annual basis for at least the next two years. Even if we do achieve profitability, we may not be able to sustain or
increase profitability on a quarterly or annual basis.



OUR
OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.



Our operating results have fluctuated in the past and are likely to do so in the future. These fluctuations could cause our stock price to decline. Some of the factors that could cause our operating results to fluctuate include:



| |  |  | the willingness of our customers to enter into our access programs and the adoption of our technologies by customers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | the timing of the release, and the competitiveness of our products;
| | - |  | -------------------------------------------------------------------



| |  |  | expiration or termination of contracts with collaborators or government research grants, which may not be renewed or replaced;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | final outcome of litigation to which we are currently a party or threatened claims against us;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | disagreements regarding intellectual property rights; and
| | - |  | ---------------------------------------------------------



| |  |  | general and industry-specific economic conditions, which may affect our customers research and development expenditures and use of our products.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



If revenue declines in a quarter,
whether due to a delay in recognizing expected revenue or otherwise, our earnings will decline because many of our expenses are relatively fixed in the short-term. In particular, research and development and selling, general and administrative
expenses are not affected directly by variations in revenue.



Due to fluctuations in our revenue and operating expenses, we believe that period-to-period comparisons to results of historical operations are not a good indication of our future performance. It is possible that in some future
quarter or quarters, our operating results will be below the expectations of securities analysts or investors, or will be below the level of prior periods. In these cases, our stock price could fluctuate significantly or decline.



NONE OF OUR PRODUCTS HAS YET BEEN SUCCESSFULLY COMMERCIALIZED.



We are in the process of commercially launching our
eTag Assay System, through our Expert Access Program and Discovery Partners Program. However, we have limited experience with developing, manufacturing, distributing or selling commercial products. We may not be able to perfect the design of
our products due to the complexity of the technologies on which they are based and/or the demands of the scientific processes that they address. Additionally we may not be able to adequately provide the desired level of services required under our
access programs. For instance, we have limited experience establishing the high degrees of accuracy, reliability and ease of use required for commercial introduction of our products and services. Even though we have designed products that function
in a prototype system or on a limited volume basis, we cannot assure you that we will be able to adapt the design or develop our organization to allow for large-scale manufacturing. Although we have projected launch periods for certain of our
products, we cannot assure you that we will complete development of the products by those launch dates, or at all. If we are unable to design commercially viable assay products, or other products or systems, either independently or with our
collaborative partners, we may be unable to remain in business.





COMMERCIALIZATION OF OUR PRODUCTS DEPENDS ON MARKET ACCEPTANCE OF OUR ASSAY TECHNOLOGY. IF IT DOES NOT ACHIEVE ACCEPTANCE, OUR ABILITY TO GENERATE SALES
WOULD BE LIMITED AND OUR LOSSES WOULD INCREASE.



Demand for our products is substantially dependent upon widespread market acceptance of our assay system for applications in drug discovery and for applications in genomics, proteomics and pharmaceutical drug screening. Our assay
system represents a new technological approach, and our ability to sell this assay system will depend on the willingness of customers to adopt such new technological approaches. We cannot assure you that our assay system will achieve substantial
acceptance in our target markets. Market acceptance will depend on many factors, including:





| |  |  | our ability to demonstrate to potential customers the benefits and cost effectiveness of our assay system, relative to competing technologies and products;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the extent and success of our efforts to market, sell and distribute the assay chemistry products; and
| | - |  | ------------------------------------------------------------------------------------------------------



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| |  |  | adoption of the systems biology approach to drug discovery and development.
| | - |  | ---------------------------------------------------------------------------



Further, failure of our initial assay products to be favorably received by the market could undermine our
ability to successfully introduce subsequent assay products. If our assay products do not gain market acceptance, our losses would increase and we may be unable to remain in business.



OUR DIRECT AND THIRD PARTY SALES AND MARKETING CHANNELS NEED TO BE DEVELOPED. IF WE ARE UNABLE TO DO SO SUCCESSFULLY, WE MAY
BE UNABLE TO GENERATE SIGNIFICANT REVENUES.



We
do not have fully developed sales and distribution channels for our products. In 2002, we restructured our relationship with Third Wave Technologies, Inc. and have assumed direct responsibility for the commercialization of eTag assay system
for the gene expression market that incorporate Third Waves technology. In addition, for applications in proteomics, we will continue to be dependent on our own business development organization, which has yet to be fully developed. We may not
be able to successfully recruit executive management and sales and marketing personnel to market and sell our products.



Our ability to generate revenues will be dependent on the development of the appropriate partnerships, on the resources devoted by our
partners to commercialization activities and on the success of those activities. Our ability to generate revenue will also be dependent on our success in recruiting management and business development personnel and in building a sales and marketing
organization. We cannot assure you that we will be able to successfully build and manage effective sales and distribution channels, or that our partners will devote sufficient resources to our commercialization efforts to be effective.



IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY, WE WOULD BE
UNABLE TO PREVENT THIRD PARTIES FROM USING OUR TECHNOLOGY, WHICH COULD IMPAIR OUR ABILITY TO COMPETE IN THE MARKET. THE COST OF ENFORCING OUR PROPRIETARY RIGHTS MAY BE EXPENSIVE AND RESULT IN INCREASED LOSSES. WE MAY BE FOUND TO INFRINGE THE
INTELLECTUAL PROPERTY RIGHTS OF OTHERS.



Our
success will depend in part on our ability to obtain and maintain meaningful patent protection for our products, both in the United States and in other countries, and our inability to do so could harm our competitive position. We rely on our
portfolio of over 240 issued and pending patent applications in the United States and in other countries to protect a large part of our intellectual property and our competitive position. We cannot assure you that any of the currently pending or
future patent applications will be issued as patents, or that any patents issued to us will not be challenged, invalidated, held unenforceable or circumvented. Further, we cannot assure you that our intellectual property rights will be sufficiently
broad to prevent third parties from producing competing products similar in design to our products.



In addition to patent protection, we also rely on protection of trade secrets, know-how and confidential and proprietary information. We
generally enter into confidentiality agreements with our employees, consultants and our collaborative partners upon commencement of a relationship with us. However, we cannot assure you that these agreements will provide meaningful protection
against the unauthorized use or disclosure of our trade secrets or other confidential information or that adequate remedies would exist if unauthorized use or disclosure were to occur. The exposure of our trade secrets and other proprietary
information would impair our competitive advantages and could have a material adverse effect on our operating results, financial condition and future growth prospects. Further, we cannot assure you that others have not or will not independently
develop substantially equivalent know-how and technology.



Our commercial success also depends in part on avoiding the infringement of other parties patents or proprietary rights and the breach of any licenses that may relate to our technologies and products. We are aware of various
third-party patents that may relate to our technology. We believe that we do not infringe these patents but cannot assure you that we will not be found in the future to infringe these or other patents or proprietary rights of third parties, either
with products we are currently developing or with new products that we may seek to develop in the future. If third parties assert infringement claims against us, we may be forced to enter into license arrangements with them. We cannot assure you
that we could enter into the required licenses on commercially reasonably terms, if at all. The failure to obtain necessary licenses or to implement alternative approaches may prevent us from commercializing products under development and would
impair our ability to be commercially competitive. We may also become subject to interference proceedings conducted in the U.S. Patent and Trademark Office to determine the priority of inventions.



The defense and prosecution, if necessary, of intellectual
property suits, U.S. Patent and Trademark Office interference proceedings and related legal and administrative proceedings will result in substantial expense to us, and significant diversion of effort by our technical and management personnel. An
adverse determination in litigation or interference proceedings to which we may become a party could subject us to significant liabilities to third parties, could put our patents at risk of being invalidated or interpreted narrowly and could put our
patent applications at risk of not issuing.



Further, there is a risk that some of our confidential information could be compromised during the discovery process of any litigation. During the course of any lawsuit, there may be public announcements of the results of hearings,
motions and other



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interim proceedings or developments in the litigation. If securities analysts or investors perceive these
results to be negative, it could have a substantial negative effect on the trading price of our stock.



WE HAVE LIMITED MANUFACTURING EXPERIENCE AND WILL BE SUBJECT TO THE RISK OF DEVELOPING AND MAINTAINING RELATIONSHIPS WITH THIRD PARTY MANUFACTURERS AND SUPPLIERS AND THE RISK OF IMPAIRMENT IN VALUE OF
INVENTORY.



We have no experience manufacturing
our products in the high volumes that will be necessary for us to achieve significant commercial sales. To date, we have limited our manufacturing activities to low volume manufacturing of eTag assay products for testing purposes and for
validation use by our collaborative partners and potential customers. The nature of our assay products necessitates access to specialized chemicals, reagents and raw materials, such as antibodies used in conjunction with our eTag components.
There are only a limited number of vendors who supply these materials and for some of these materials the suppliers are the sole source of supply. We cannot be certain that we will be able to successfully secure supply of all needed materials, nor
can we be certain that these vendors will supply these materials consistently or in the quantities necessary for high volume production. We will need to enter into contractual relationships with these or other manufacturers to facilitate commercial
scale production ofeTag assay products, and we cannot assure you that we will be able to do so on a timely basis, for sufficient quantities of products or on commercially reasonable terms. We will need to secure supply of antibodies for use
in our protein applications and there can be no assurance that we will be able to do so on commercially reasonable terms. We will be dependent on Third Wave for supply of Cleavase enzyme that is a critical component of products that we will
commercialize for gene expression applications, and this enzyme is proprietary to Third Wave. Failure of Third Wave to supply enzyme could seriously impair our business. Pursuant to the Supply Agreement with Third Wave, we purchased an initial
quantity of Cleavase enzyme from Third Wave. This initial quantity of enzyme represents more than one years supply. Accordingly, we cannot assure you that we can establish or maintain reliable, high-volume manufacturing at commercially
reasonable costs. In addition, the loss of any of these suppliers may result in a delay or interruption of our supply of assay chemistries. Any significant delay or interruption would have a material adverse effect on our ability to supply adequate
quantities of our products and would result in lost revenues. In addition, we have limited experience in developing and providing the software tools necessary to perform analyses of data derived from our eTag assays.



WE DEPEND ON OUR KEY PERSONNEL, THE LOSS OF WHOM WOULD IMPAIR OUR ABILITY TO
COMPETE.



Our performance is substantially
dependent on the performance of our senior management and key scientific and technical personnel. The loss of the services of any member of our senior management, scientific or technical staff may significantly delay or prevent the achievement of
product development and other business objectives and could have a material adverse effect on our business, operating results and financial condition. Our future success will also depend on our ability to identify, recruit and retain additional
qualified scientific, technical and managerial personnel. There is currently a shortage of skilled executives and intense competition for such personnel in the areas of our activities, and we cannot assure you that we will be able to continue to
attract and retain personnel with the advanced qualifications necessary for the development of our business. The inability to attract and retain the necessary scientific, technical and managerial personnel could have a material adverse effect on our
research and development activities, sales revenue, operating costs and future growth prospects.



WE EXPECT INTENSE COMPETITION IN OUR TARGET MARKETS.



We compete with companies that design, manufacture and market analytical instruments and reagents for genomics, proteomics and
pharmaceutical drug screening using alternate technologies for applications such as gene expression analysis and protein function analysis and other products and systems. In addition, a number of companies are developing new technologies for
miniaturizing various laboratory procedures for genomics, proteomics and drug screening markets targeted by us, using such methods as beads, hybridization chips and high-density microwell plates.



We anticipate that we will face increased competition in the
future as companies enter the market with new technologies. Rapidly changing technology, evolving industry standards, changes in customer needs, emerging competition and new product introduction, characterize the markets for our products. One or
more of our competitors may render our technology obsolete or uneconomical by advances in existing technological approaches or the development of different approaches. Many of these competitors have greater financial and personnel resources and more
experience in research and development than we have. We also cannot assure you that we will be able to compete effectively with the competitors greater market presence. Furthermore, we cannot assure you that the pharmaceutical and
biotechnology companies which are our potential customers or our strategic partners will not develop competing products.



WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS AND MAY NOT BE ABLE TO OBTAIN ADEQUATE INSURANCE, WHICH WOULD INCREASE OUR LOSSES IF SUCH CLAIMS OCCURRED.



As we begin commercialization of our products,
we will face exposure to product liability claims. Any product liability claims arising in the future, regardless of their merit or eventual outcome, could increase our losses. We cannot assure you that we will continue to be able to maintain our
current coverage or obtain new insurance on acceptable terms with adequate coverage,



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or at reasonable costs. In addition, potential product liability claims may exceed the amount of our
insurance or may be excluded from coverage under the terms of the policy.



WE MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL WHEN NEEDED OR GENERATE THE CAPITAL NECESSARY TO EXPAND OUR OPERATIONS AND INVEST IN NEW PRODUCTS, WHICH COULD HURT OUR ABILITY TO COMPETE OR ACHIEVE PROFITABILITY.



It might be necessary for us to raise additional capital over
the next few years to continue our research and development efforts and to commercialize our products. We believe that the proceeds from our initial public offering and projected revenue from collaborations should be sufficient to fund our
anticipated levels of operations through at least the next 24 months. However, we cannot assure you that our business or operations will not change in a manner that would consume available resources more rapidly than anticipated. We also cannot
assure you that existing or potential future collaborations or sales revenue will be adequate to fund our operations. We may need additional funds sooner than planned to meet operational needs, capital requirements for product development and
commercialization and payment of monetary damages in any on-going or future litigation. We cannot assure you that additional funds will be available when needed, or on terms acceptable to us, or that sufficient revenue will be generated from sales.
If adequate funds are not available, we may have to reduce substantially or eliminate expenditures for the development and production of certain of our proposed products or obtain funds through arrangements with collaboration partners that require
us to relinquish rights to certain of our technologies or products. Either of these alternatives could have a material adverse effect on our business, operating results, financial condition and future growth prospects.



CONCENTRATION OF OWNERSHIP AMONG OUR EXISTING EXECUTIVE OFFICERS, DIRECTORS
AND PRINCIPAL STOCKHOLDERS MAY PREVENT NEW INVESTORS FROM INFLUENCING SIGNIFICANT CORPORATE DECISIONS.



Our executive officers, directors and their affiliates presently beneficially own or control a significant percentage of the outstanding
shares of common stock. Accordingly, our current executive officers, directors and their affiliates, if acting together, would have the ability to influence the outcome of corporate actions requiring stockholder approval, including the election of
directors, any merger, consolidation or sale of all or substantially all of our assets and any other significant corporate transactions. The concentration of ownership could also delay or prevent a change of control of our company at a premium price
if these stockholders oppose it.



THE MARKET PRICE OF OUR COMMON
STOCK IS HIGHLY VOLATILE.



There has only been a
public market for our common stock since March 21, 2000, and since then our common stock has traded in a range between $1.30 and $60.00 per share.



The trading price of our common stock may continue to be highly volatile and could be subject to wide fluctuations in price in response to
various factors, many of which are beyond our control, including: quarterly fluctuations in results of operations; our ability to successfully commercialize our products; technological innovations or new commercial products by us or our competitors;
developments concerning government regulations or proprietary rights which could affect the potential growth of our customers; the execution of new collaborative agreements and material changes in the relationships with business partners; market
reaction to trends in revenues and expenses, especially research and development; changes in earnings estimates by analysts; sales of common stock by existing stockholders; and economic and political conditions.



The market price for our common stock may also be affected by
our ability to meet analysts expectations. Any failure to meet such expectations, even slightly, could have an adverse effect on the market price of our common stock. In addition, the stock market, and the NASDAQ National Market and the market
for technology companies in particular, is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance
of these companies. In the past, companies that have experienced volatility in the market price of their securities have been the subjects of securities class action litigation, and as noted elsewhere in this Form 10-Q, we have been sued in a
securities class action lawsuit. Although we believe that the class action lawsuit and the other lawsuits described elsewhere in this Form 10-Q are without merit, an adverse determination in any of the lawsuits could have a very significant effect
on our business and results of operations, and could materially affect the price of our stock. Moreover, regardless of the ultimate result, it is likely that the lawsuits will divert managements attention and resources from other matters,
which could also adversely affect our business and the price of our stock.



ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW LIMIT THE ABILITY OF ANOTHER PARTY TO ACQUIRE US, WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.



Certain provisions of our certificate of incorporation and our bylaws could delay or prevent a third party
from acquiring us, even if doing so might be beneficial to our stockholders. For example, we have a classified board of directors whose members serve staggered three-year terms and are removable only for cause. In addition, on March 16, 2001, ACLARA
adopted a stockholder rights plan (the Rights Plan). Pursuant to the Rights Plan, ACLARAs Board of Directors declared a dividend



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distribution of one Preferred Share Purchase Right (a Right) on each outstanding share of
ACLARAs common stock. Each Right will entitle stockholders to buy one-one hundredth of a share of newly created Series A Junior Participating Preferred Stock at an exercise price of $40.50 in the event that the Rights become exercisable.
Subject to limited exceptions, the Rights will be exercisable if a person or group acquires 15% or more of the Companys common stock or announces a tender offer for 15% or more of the common stock. If ACLARA is acquired in a merger or other
business combination transaction which has not been approved by the Board of Directors, each Right will entitle its holder to purchase, at the Rights then-current exercise price, a number of the acquiring companys common shares having a
market value at the time of twice the Rights exercise price. These provisions may have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of ACLARA. In addition,
because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit large stockholders from consummating a merger or combination with us. These factors could also
limit the price that investors might be willing to pay for our common stock in the future.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Our exposure to interest rate risk relates primarily to our investment portfolio. Fixed rate securities may have their fair market value adversely impacted due to fluctuations in interest rates, while
floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principle if
forced to sell securities that have declined in market value due to changes in interest rates. The primary objective of our investment activities is to preserve principal while at the same time maximize yields without significantly increasing risk.
To achieve this objective, we invest in debt instruments of the U.S. Government and its agencies and high-quality corporate issuers, and, by policy, restrict our exposure to any single corporate issuer by imposing concentration limits. To minimize
the exposure due to adverse shifts in interest rates, we maintain investments at an average maturity of generally less than two years. Assuming a hypothetical increase in interest rates of one percentage point, the fair value of our total
investments as of March 31, 2003 would have potentially declined by approximately $394,000.



We do not utilize derivative financial instruments, derivative commodity instruments or other market-risk sensitive instruments, positions or transactions in any material fashion.



ITEM 4. CONTROLS AND PROCEDURES



We maintain disclosure controls and procedures (as defined in Securities Exchange Act 1934 Rules 13a-14(c) and 15d-14(c)) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



Within 90 days of the filing date of this
quarterly report, we carried out an evaluation, under the supervision and with the participation of the Companys management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. There have been no significant changes in our internal
controls or in other factors that could significantly affect the internal controls subsequent to the date we completed our evaluation.



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Information with respect to this item is incorporated into this Part II, Item 1 by reference to Note 3, Litigation Settlement and Contingencies contained in Part 1, Item 1 above.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



Not applicable.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Not Applicable.





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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



Not applicable.



ITEM 5. OTHER INFORMATION



Not Applicable.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibits. The exhibits listed below are incorporated by reference as part of this report



|Exhibit Number |  | Description                                                                                                                                                                                                                                                            
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Amended and Restated Certificate of Incorporation of ACLARA BioSciences, Inc.
(Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission, File No. 222-95107 (our Form S-1).)             
|3.2            |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of
ACLARA BioSciences, Inc. (Incorporated by reference to Exhibit 3.6 to our Form S-1.)                                                                                                  
|3.3            |  | Amended and Restated Bylaws of ACLARA BioSciences, Inc. (Incorporated by reference to
Exhibit 3.4 to ourForm S-1.)                                                                                                                                                     
|10.1*          |  | Form of Indemnification Agreement between ACLARA and each of our directors and
officers (Incorporated by reference to Exhibit 10.1 to our Form S-1.)                                                                                                                   
|10.2*          |  | 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.2 to our Form S-1.)                                                                                                                                                                                    
|10.3*          |  | Amended and Restated ACLARA BioSciences, Inc. 1997 Stock Plan (Incorporated by
reference to Exhibit 10.3 to our Form S-1.)                                                                                                                                             
|10.4           |  | Amended and Restated Investors Rights Agreement, dated as of December 30, 1999
(Incorporated by reference to Exhibit 10.4 to our Form S-1.)                                                                                                                           
|10.5           |  | Lease Agreement between ACLARA BioSciences, Inc. and The Pear venue Group, dated
March 1, 1999 (Incorporated by reference to Exhibit 10.8 to our Form S-1.)                                                                                                            
|10.6           |  | Master Equipment Lease between Phoenix Leasing and Soane BioSciences, Inc., dated as
of November 15, 1995 (Incorporated by reference to Exhibit 10.9 to our Form S-1.)                                                                                                 
|10.7+          |  | Agreement for an Exclusive Alliance to Develop, Manufacture and Market a Chip-Based
Screening System for Cell Analysis between Cellomics, Inc. and ACLARA BioSciences, Inc., dated as of October 26, 1999 (Incorporated by reference to Exhibit 10.10 to our Form S-1.)
|10.8+          |  | Collaboration Agreement between ACLARA BioSciences, Inc., and The Perkin-Elmer
Corporation, dated as of March 19, 1999 (Incorporated by reference to Exhibit 10.11 to our Form S-1.)                                                                                   
|10.9+          |  | Side Agreement between ACLARA BioSciences, Inc. and The Perkin-Elmer Corporation,
dated as of March 19, 1999 (Incorporated by reference to Exhibit 10.12 to our Form S-1.)                                                                                             
|10.10+         |  | Custom Instrument Development and Commercialization Agreement between The R.W.
Johnson Pharmaceutical Research Initiative, The Perkin-Elmer Corporation and CLARA BioSciences, Inc., signed in March 1999 (Incorporated by reference to Exhibit 10.13 to our Form S-1.)
|10.11+         |  | Collaboration Agreement between Soane BioSciences, Inc. and The Perkin-Elmer
Corporation, dated as of April 25, 1998 (Incorporated by reference to Exhibit 10.14 to our Form S-1.)                                                                                     



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|10.12  |  | Master Loan and Security Agreement by and between ACLARA BioSciences, Inc. and
Transamerica Business Credit Corporation, dated as of May 27, 1999 (Incorporated by reference to Exhibit 10.15 to our Form S-1.)                                                                                                     
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13  |  | ACLARA BioSciences, Inc. Employee Stock Purchase Plan (Incorporated by reference to
Exhibit 10.16 to ourForm S-1.)                                                                                                                                                                                                  
|10.14  |  | Agreement between Packard BioSciences Company and ACLARA BioSciences, dated as of
February 21, 2000 (Incorporated by reference to Exhibit 10.17 to our Form S-1.)                                                                                                                                                   
|10.15  |  | Consulting Agreement with Dr. Eric Lander dated as of January 15, 2000 (Incorporated
by reference to Exhibit 10.18 to our Form S-1.)                                                                                                                                                                                
|10.16  |  | Consulting Agreement with Mr. Andre Marion dated as of January 19, 2000 (Incorporated
by reference to Exhibit 10.19 to our Form S-1.)                                                                                                                                                                               
|10.17+ |  | Settlement Agreement and Mutual General Release between Caliper Technologies Corp.
and CLARA BioSciences, Inc., dated as of March 12, 2001 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 15, 2001.)                                                                  
|10.18+ |  | Cross-License Agreement between Caliper Technologies Corp. and ACLARA BioSciences,
Inc., dated as of March 12, 2001 (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 14, 2001.)                                                                                    
|10.19  |  | Common Stock Issuance Agreement between ACLARA BioSciences, Inc. and Caliper
Technologies Corp., dated as of March 12, 2001 (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on May 15, 2001.)                                                                                 
|10.20+ |  | Amended and Partially Restated Collaboration Agreement between ACLARA BioSciences,
Inc. and PE Corporation (NY), executed as of March 22, 2002. (Incorporated by reference to Exhibit 10.24 to our Annual Report onForm 10-K filed on April 1, 2002.)                                                               
|10.21  |  | Second Side Agreement Between ACLARA BioSciences, Inc. and PE Corporation (NY),
effective as of September 30, 2000. (Incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K filed on April 1, 2002.)                                                                                          
|10.22+ |  | Supply and Distributorship Agreement between ACLARA BioSciences, Inc. and Roche
Diagnostics Corporation, dated as of October 26, 2001. (Incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K filed on April 1, 2002.)                                                                       
|10.23  |  | First Amendment to the Custom Instrument Development and Commercialization Agreement
between The R.W. Johnson Pharmaceutical Research Institute and ACLARA BioSciences, Inc., executed as of October 1, 2001. (Incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed on April 1, 2002.)
|10.24+ |  | Second Amendment to the Custom Instrument Development and Commercialization Agreement
between The R.W. Johnson Pharmaceutical Research Institute and ACLARA BioSciences, Inc., dated as of October 26, 2001. (Incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed on April 1, 2002.) 
|10.25+ |  | Development and Commercialization Agreement between Third Wave Technologies, Inc. and
ACLARA BioSciences, Inc., dated as of October 24, 2001. (Incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K filed on April 1, 2002.)                                                                
|10.26+ |  | Agreement between Third Wave Technologies, Inc. and ACLARA BioSciences, Inc. dated as
of October 24, 2001. (Incorporated by reference to Exhibit 10.30to our Annual Report on Form 10-K filed on April 1, 2002.)                                                                                                    
|10.27  |  | Amendment to the ACLARA BioSciences, Inc. Employee Stock Purchase Plan, effective
April 23, 2002.                                                                                                                                                                                                                   



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|       |  | (Incorporated by reference to Exhibit 10.31 to our Quarterly
Report on Form 10-Q filed on August 14, 2002.)                                                                                                                                            
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28+ |  | License Agreement between Third Wave Technologies, Inc. and ACLARA BioSciences, Inc.
dated October 15, 2002. (Incorporated by reference to Exhibit 10.32 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)                             
|10.29+ |  | Supply Agreement between Third Wave Technologies, Inc. and ACLARA BioSciences, Inc.
dated October 15, 2002. (Incorporated by reference to Exhibit 10.33 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)                              
|10.30+ |  | InvaderCreator Access Agreement between Third Wave Technologies, Inc. and ACLARA
BioSciences, Inc. dated October 15, 2002. (Incorporated by reference to Exhibit 10.34 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)               
|10.31+ |  | Transition Manufacturing Plan Letter Agreement between Third Wave Technologies, Inc.
and ACLARA BioSciences, Inc. dated October 15, 2002. (Incorporated by reference to Exhibit 10.35 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)
|10.32  |  | InvaderCreator Access Letter Agreement between Third Wave Technologies, Inc and
ACLARA BioSciences, Inc. dated October 15, 2002. (Incorporated by reference to Exhibit 10.36 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)         
|10.33  |  | Termination Agreement between Roche Diagnostics Corporation and ACLARA BioSciences,
Inc. dated October 10, 2002. (Incorporated by reference to Exhibit 10.37 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)                         
|10.34* |  | General Release and Separation Agreement between Joseph M. Limber and ACLARA
BioSciences, Inc. dated October 10, 2002. (Incorporated by reference to Exhibit 10.38 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)                   
|10.35* |  | Change in Control Agreement between Joseph M. Limber and ACLARA BioSciences, Inc.
dated October 10, 2002. (Incorporated by reference to Exhibit 10.39 to our Quarterly Report on Form 10-Q filed on November 14, 2002.)                                
|10.36* |  | Form of Change of Control Agreement between ACLARA BioSciences, Inc. and each of our
executive officers except the chief executive officer. (Incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K filed on March 31, 2003.)    
|10.37* |  | Letter Agreement between Edward M. Hurwitz and ACLARA BioSciences, Inc. dated October
29, 2002. (Incorporated by reference to Exhibit 10.37 to our Annual Report on Form 10-K filed on March 31, 2003.)                                                
|10.38* |  | Letter Agreement between Edward M. Hurwitz and ACLARA BioSciences, Inc. dated
November 27, 2002. (Incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K filed on March 31, 2003.)                                               
|10.39* |  | Employment Letter Agreement between Thomas G. Klopack and ACLARA BioSciences, Inc.
dated March 18, 2003. (Incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K filed on March 31, 2003.)                                       
|10.40* |  | Severance Agreement between Thomas G. Klopack and ACLARA BioSciences, Inc. dated
March 18, 2003. (Supersedes agreement previously filed as Exhibit 10.40 to our Annual Report on Form 10-K filed on March 31, 2003.)                                   

---

|+ |  | Confidential treatment has been granted as to portions of this exhibit.
|- |  | -----------------------------------------------------------------------

|* |  | Management contract or compensatory plan or arrangement
|- |  | -------------------------------------------------------



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(b) Current Reports on Form 8-K.



On February 27, 2003, the Company filed a current report on
Form 8-K with respect to a press release announcing the Companys management transition plan.



On April 30, 2003, the Company filed a current report on Form 8-K with respect to a press release announcing its results of operations for
the quarter ended March 31, 2003.



SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                                                    |  |                                                                                                               |  |             
|--------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ------------
|                                                   
|/s/    ALFRED G.
MERRIWEATHERAlfred G. Merriweather |  | Vice President, Finance and Chief Financial Officer (duly authorized officer and
principal financial officer) |  | May 15, 2003



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CERTIFICATIONS



I,
Thomas G. Klopack, certify that:



1. I have
reviewed this quarterly report on Form 10-Q of ACLARA BioSciences, Inc:



2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4. The registrants other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



(a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the periods in which this quarterly report is being prepared;



(b) Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



(c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;



5. The
registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



(a) All significant deficiencies in the design
or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls;
and



(b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.



Date: May 15, 2003

By:

/s/    THOMAS G.
KLOPACKThomas G. Klopack Chief Executive Officer




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I, Alfred G.
Merriweather, certify that:



1. I have reviewed
this quarterly report on Form 10-Q of ACLARA BioSciences, Inc;



2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4. The registrants other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



(a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the periods in which this quarterly report is being prepared;



(b) Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



(c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;



5. The
registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



(a) All significant deficiencies in the design
or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls;
and



(b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the registrants internal controls: and



6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.



Date: May 15, 2003

By:

/s/    ALFRED G.
MERRIWEATHERAlfred G. Merriweather Chief Financial Officer




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