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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

|           |  |                                                                                                                                    
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|(Mark One)
|          
|          
|          
|          
|[X]        |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2001 or
|          
|[   ]      |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from      to    

Commission file # 000-28229

CALIPER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)


|                         |                                        
|------------------------ | ---------------------------------------
|Delaware                 | 33-0675808                             
|(State of Incorporation) | (I.R.S. Employer Identification Number)

605 FAIRCHILD DRIVE
MOUNTAIN VIEW, CA 94043-2234

(Address and zip code of principal executive offices)


Registrants telephone number, including area code: (650) 623-0700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value
(Title of Class)

Indicate by check mark whether the 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  [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.    [   ]

Based on the closing sale price of common stock on the Nasdaq National
Market on March 1, 2002 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $226,165,880. Excludes an aggregate of
5,287,707 shares of common stock held by officers and directors and by each
person known by the registrant to own 5% or more of the outstanding common
stock. Exclusion of shares held by any of these persons should not be construed
to indicate that such person possesses the power, direct or indirect, to direct
or cause the direction of the management or policies of the registrant, or that
such person is controlled by or under common control with the registrant.

The number of shares outstanding of Registrants common stock, $0.001 par
value was 24,229,573 at March 1, 2002.





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TABLE OF CONTENTS



|           |                                                                         |  |  |  |  |  |  | 
|---------- | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|           | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT            
|           | ITEM 11. EXECUTIVE COMPENSATION                                        
|           | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|           | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                
|SIGNATURES



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DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends and restates in their entirety
the following items of Part III of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2001:

Item 10.   Directors and Executive Officers of the Registrant

Item 11.   Executive Compensation

Item 12.   Security Ownership of Certain Beneficial Owners and Management

Item 13.   Certain Relationships and Related Transactions




ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table presents information about our directors and executive
officers as of March 31, 2002. No family relationship exists between any of
our directors or executive officers.

| |                          |  |     |  |                                                     
| | ------------------------ |  | --- |  | ----------------------------------------------------
| | Name                     |  | Age |  | Position                                            
| |                          |  |     |  |                                                     
| | Daniel L. Kisner, M.D.   |  | 55  |  | President, Chief Executive Officer and Director     
| | James L. Knighton        |  | 48  |  | Chief Financial Officer and Executive Vice President
| | Michael R. Knapp, Ph.D.  |  | 50  |  | Vice President of Corporate Development             
| | J. Wallace Parce, Ph.D.  |  | 52  |  | Vice President of Research                          
| | Michael Merion, Ph.D.    |  | 47  |  | Vice President of Sales and Marketing               
| | William M. Wright III    |  | 53  |  | Vice President of Operations                        
| | Susan A. Evans, Ph.D.    |  | 54  |  | Vice President of Product Development               
| | Michael Merion, Ph.D.    |  | 47  |  | Vice President of Sales and Marketing               
| | Anthony T. Hendrickson   |  | 48  |  | Corporate Controller                                
| | Anthony B. Evnin, Ph.D.  |  | 61  |  | Director                                            
| | Regis P. McKenna         |  | 62  |  | Director                                            
| | David V. Milligan, Ph.D. |  | 61  |  | Director                                            
| | Robert T. Nelsen         |  | 38  |  | Director                                            

Daniel L. Kisner, M.D.,has served as our President and Chief Executive
Officer since February 1999 and as a Director since March 1999. From May 1994
to January 1999, Dr. Kisner served as President and Chief Operating Officer of
Isis Pharmaceuticals, Inc., a biotechnology company. From February 1993 to May
1994, Dr. Kisner served as Executive Vice President and Chief Operating Officer
of Isis Pharmaceuticals, Inc. From March 1991 to February 1993, he served as
Executive Vice President of Isis Pharmaceuticals, Inc. and was responsible for
business and product development, and manufacturing. From December 1988 to
March 1991, Dr. Kisner served as Division Vice President of Pharmaceutical
Development for Abbott Laboratories. Dr. Kisner has held a tenured position in
the Division of Oncology at the University of Texas, San Antonio School of
Medicine and is certified by the American Board of Internal Medicine and
certified in Medical Oncology. Dr. Kisner holds a B.A. from Rutgers University
and a M.D. from Georgetown University.

James L. Knighton,has served as our Vice President and Chief Financial
Officer since September 1999 and was promoted to Executive Vice President in
April 2001. From October 1998 to September 1999, Mr. Knighton served as Senior
Vice President and Chief Financial Officer of SUGEN, Inc., a biotechnology
company. From July 1997 to October 1998, Mr. Knighton served as Vice President
of Investor Relations and Corporate Communications at Chiron Corporation, a
biotechnology company. From 1985 to 1994, Mr. Knighton served in various
operations, planning and R&D functions at E. I. DuPont de Nemours Inc., a
global, diversified chemical and life science company. Mr. Knighton holds a
B.S. in Biology from the University of Notre Dame, an M.S. in Genetics from the
University of Pennsylvania and a M.B.A. from the Wharton School at the
University of Pennsylvania.

Michael
R. Knapp, Ph.D.,co-founded Caliper and has served as our Vice
President of Corporate Development since March 2001 and previous to
that as our Vice
President of Science and Technology from September 1995 to March 2001. From November 1994
through August 1995, Dr. Knapp was engaged in activities related to forming
Caliper, including securing our core technology license and procuring
financing. From October 1988 to October 1994, Dr. Knapp served as

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President and Scientific Director at Molecular Tool, Inc., a genetics
technology company he co-founded in 1988. Previously, Dr. Knapp was on the
staff of the Center for Neurobiology and Behavior at Columbia University and
was a Scientific Director of Genetica SARL, an affiliate of Rhone Poulenc SA in
Paris, France. Dr. Knapp holds a B.S. in Biology from Trinity College
(Hartford) and a Ph.D. in Medical Microbiology from Stanford University.

J. Wallace Parce, Ph.D.,co-founded Caliper and has served as our Vice
President of Research since October 1995. Prior to joining Caliper, Dr. Parce
spent 12 years with Molecular Devices Corporation as a founder, consultant,
Director of Research and Vice President of Research. From 1980 until 1984 he
was an Assistant Professor in the Department of Biochemistry at Wake Forest
University, from 1982 until 1987 an associate in the Department of Microbiology
and Immunology, and from 1984 until 1987, an Associate Professor of
Biochemistry. Dr. Parce holds a B.A. in Chemistry from Western Maryland College
in 1972 and a Ph.D. in Biochemistry from Wake Forest University in 1976. From
1976 until 1980 Dr. Parce was a Post Doctoral Fellow in Chemistry at Stanford
University.

William M. Wright III,has served as our Vice President of Operations
since September 1998. From November 1995 to May 1998, Mr. Wright served as Vice
President of Operations of Biocircuits Corporation, a medical diagnostic
company, where he was responsible for instrument and immunoassay cartridge
manufacturing. From 1984 to 1995, Mr. Wright was Vice President of Site
Operations with Dade International Inc., formerly a division of Baxter
International, Inc., a medical products manufacturing company, where he
assisted in the start-up and launch of the Baxter International Paramax
Analytical Clinical Chemistry Business. Mr. Wright holds a B.S. in Industrial
Technology from California State University at Long Beach.

Susan A. Evans, Ph.D.,has served as our Vice President of Product
Development since February 2002. From February 2000 to January 2002, Dr. Evans
served as Vice President of Research and Development for LifeScan, Inc., a
medical products subsidiary of Johnson & Johnson. From December 1994 to
December 2000, Dr. Evans served as Senior Vice President of Research and
Development for Dade Behring, the succeeding clinical diagnostic company from
the Baxter Diagnostics, Inc leveraged buyout. From 1981 to 1994, Dr. Evans
held a number of research and development positions at Baxter Diagnostics,
Inc., a diagnostic products manufacturing company. Dr. Evans holds a B.A. in
Chemistry from Emmanuel College and a Ph.D. in Biochemistry from the University
of Detroit.

Michael Merion, Ph.D.,has served as our Vice President of Sales and
Marketing since August 2001. From November 1993 to July 2001, Dr. Merion was
Vice President of Marketing for Dionex Corporation, a diagnostic instrument
company, where he was responsible for worldwide marketing of all of Dionex
products and new business development. From September 1984 to October 1993, Dr.
Merion held various positions in sales, product management and program
management for Waters Corporation, a diagnostic instrument company. Dr. Merion
holds a B.A. in Biology from Rutgers University and a Ph.D. in Biochemistry
also from Rutgers University.

Anthony T. Hendrickson,has served as our Corporate Controller since April
2000. From April 1997 to April 2000, Mr. Hendrickson was the Corporate
Controller and Chief Accounting Officer for Sequus Pharmaceuticals, Inc., a
biotechnology company. From April 1995 to March 1997, Mr. Hendrickson was the
Director of Finance and Administration of a U.S. operating division of Lanier
Worldwide, Inc. that specialized in electronic imaging. From 1993 to April
1995, Mr. Hendrickson was a Senior Manager for KPMG LLP, a public accounting
firm. Mr. Hendrickson is a Certified Public Accountant and holds a B.A. in
Accounting and Finance from the University of Cincinnati and an M.B.A. from The
Ohio State University.

Anthony B. Evnin, Ph.D., has been a director since June 1996. He has been
a General Partner of Venrock Associates, a venture capital partnership focusing
on biotechnology companies, since 1975. He is also a director of Sonic
Innovations, Inc. and Triangle Pharmaceuticals, Inc. Dr. Evnin holds an A.B.
from Princeton University and a Ph.D. in Chemistry from Massachusetts Institute
of Technology.

Regis P. McKenna, has been a director since September 1998. Mr. McKenna
has been Chairman of The McKenna group, an international consulting firm
specializing in the application of information and telecommunications
technologies to business strategies, since 1970. Mr. McKenna is on the board
of The Economic Strategies Institute and the Competitiveness Council. He is
Chairman of the Board of the Santa Clara University Center for Science,
Technology and Society and was a founding board member of Smart Valley. He is
a trustee at Santa Clara University and President of the Board of Trustees for
the New Childrens Shelter of Santa Clara County. Mr. McKenna is on the board
of directors of Cylink Corporation and a number of high technology start-up
companies. Mr. McKenna holds a B.A. from Duquesne University.

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David V. Milligan, Ph.D., has been a Director since October 1996 and the
Chairman of the Board since April 1997. He has been a Vice President and
Special Limited Partner of Bay City Capital, a merchant bank, since 1997. From
1979 to 1996, Dr. Milligan served in a variety of management positions at
Abbott Laboratories, a healthcare products company. During his career at
Abbott Laboratories he led both the diagnostic products and pharmaceutical
products research and development organizations and was Senior Vice President
and Chief Scientific Officer when he retired at the end of 1996. Dr. Milligan
is currently non-executive chairman and a director of Versicor, Inc. as well as
a director of ICOS Corporation, Galileo Laboratories, Maxia Pharmaceuticals and
Reliant Pharmaceuticals. He is a member of the chemistry department advisory
board of Princeton University. Dr. Milligan holds an A.B. in Chemistry from
Princeton University and an M.S. and a Ph.D. in Organic Chemistry from the
University of Illinois.

Robert T. Nelsen, has been director since September 1995. Since July
1994, Mr. Nelsen has served as a senior principal of various venture capital
funds associated with ARCH Venture Partners, including ARCH Venture Fund II,
L.P., ARCH Venture Fund III, L.P., ARCH Venture Fund IV, L.P. and ARCH Venture
Fund V, L.P. From April 1987 to July 1994, Mr. Nelsen was Senior Manager at
ARCH Development Corporation, a company affiliated with the University of
Chicago, where he was responsible for new company formation. Mr. Nelsen is
also a director of Illumina, Inc., Adolor Corporation and Genomica, Inc. Mr.
Nelsen holds a B.S. in Biology and Economics from the University of Puget Sound
and an M.B.A. from the University of Chicago.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than ten percent of
a registered class of our equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of our common stock
and our other equity securities. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish us with copies
of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were
required, during the year ended December 31, 2001 all Section 16(a) filing
requirements were complied with by our officers, directors and greater than ten
percent beneficial owners except for an Initial Statement of Beneficial
Ownership which was filed late by Michael Merion, our Vice President of Sales
and Marketing.




ITEM 11.   EXECUTIVE COMPENSATION

Director Compensation

Our non-employee directors currently receive a fee for attendance at each
board meeting of $2,500 per meeting if attended in person, or $1,000 if
attended by phone or video conference; and a fee for attendance on telephonic
conference calls to discuss matters relating to the Company at which all
directors are requested to attend, but that are not official meetings of the
Board, in the amount of $1,000 per conference call. Our employee directors
currently receive no cash compensation for attendance at committee meetings.
All directors are reimbursed for expenses in connection with attendance at
board and committee meetings.

Each of our non-employee directors also receives stock option grants under
the 1999 Non-Employee Directors Stock Option Plan. The number of shares of
common stock that may be issued pursuant to options granted under the
directors plan is currently 314,513 and is increased one day after each annual
meeting of stockholders by the greater of 0.3% of the outstanding shares on a
fully-diluted basis or the number of shares that could be issued under options
granted under the directors plan during the prior 12-month period. The
directors plan is administered by our board of directors, unless the board
delegates administration to a committee comprised of not less than two members
of the board. Options granted under the directors plan are not intended to
qualify as incentive stock options under the Internal Revenue Code.

Option grants under the directors plan are non-discretionary. Pursuant
to the current terms of the directors plan, each person who is first elected
as a non-employee director will automatically be granted an option to purchase
20,000 shares of common stock upon such election. The initial grant will be
fully exercisable upon the date of grant and will vest monthly over five years.
In addition, one day after each annual meeting of our stockholders, each
non-employee director will automatically receive another option if the
recipient has been a non-employee director for at least the prior six months.
The annual grant will cover 6,400 shares for the chairman of the board and
3,200 shares otherwise, will be fully exercisable upon the date of grant and
will vest in 12 months. The exercise price of options granted under the
directors plan is equal to 100% of the fair market value of the common stock
subject to the option on the date of the grant and the term of options granted
under the directors plan is ten years. Our board of directors has amended the
directors plan, subject to stockholder approval, to increase the size of the
initial grant and the annual grants granted

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under the plan. Under the directors plan, as proposed to be amended, the
initial grant would be increased from 20,000 shares to 25,000 shares, and the
annual grants would be increased from 6,400 shares to 14,000 shares for our
chairman of the board, and from 3,200 shares to 7,000 shares for our other
non-employee directors. Additionally, as proposed to be amended, the initial
grants to our non-employee directors will vest over four years rather than
five. Our board of directors took this action so that we can continue to
attract, motivate, and retain our non-employee directors.

During the last fiscal year, we granted options to purchase a total of
16,000 shares of our common stock to our non-employee directors, at an exercise
price per share of $17.34. The fair market value of our common stock on the
date of grant was $17.34 per share (based on the closing sales price reported
on the Nasdaq Stock Market for the last market trading day prior to the date of
grant). Our chairman of the board received an option to purchase 6,400 shares
of our common stock and all other non-employee directors received an option to
purchase 3,200 shares of our common stock. As of March 31, 2002, a total of
58,400 options have been granted under the directors plan. As of March 31,
2002, no options had been exercised under the directors plan.

As part of our ongoing program of research and development, we entered
into a twelve-month consulting agreement with Dr. David V. Milligan, our
chairman of the board, effective April 30, 1997. This agreement may be renewed
annually for up to five years. Under the terms of this agreement, Dr. Milligan
agreed to provide consultation and advice concerning our core competitive
strengths and the development of optimal growth strategies. In exchange, we
agreed to pay Dr. Milligan $80,000 per year and granted Dr. Milligan a stock
option to purchase 64,102 shares of our common stock at $0.47 per share. This
option vests monthly over a period of five years. This agreement will
terminate by April 30, 2002. We also granted Dr. Milligan stock options in
connection with his services as a member of our board of directors under our
1999 Non-Employee Directors Stock Option Plan, as described above.

We entered into a twelve-month consulting agreement with Regis P. McKenna,
a member of our board of directors, on April 30, 1997. This agreement has not
been renewed and terminated on April 29, 2001. Under the terms of this
agreement, Mr. McKenna agreed to provide assistance in developing our
technology and business strategies. In exchange, Mr. McKenna was allowed to
purchase 19,230 shares of our common stock at $0.62 per share and granted
options to purchase 38,640 shares of common stock at $0.97 per share. In June
2000, Mr. McKenna was granted an option to purchase an additional 19,230 shares
of common stock at $58.06 per share. This option vests in twelve equal monthly
installments beginning in May 2000. We also granted Mr. McKenna stock options
in connection with his services as a member of our board of directors under our
1999 Non-Employee Directors Stock Option Plan, as described above.

We have entered into an employment agreement with Dr. Kisner. See the
section below entitled  Employment, Severance and Change of Control
Agreements for a description of Dr. Kisners agreement.

Compensation of Executive Officers

The following table presents summary information for the years ended December 31, 2001, December 31, 2000 and December 31, 1999, regarding compensation awarded or paid to, or earned by, our Chief Executive Officer and our other four most highly compensated executive officers whose salary and bonus for 2001 were in excess of $100,000.

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Summary Compensation Table

|                            |                                         |      |      |        |  |       |                     |              |            |         |         |              |  |  |              |   |            |  |              |         |  |   |         |         | 
|--------------------------- | --------------------------------------- | ---- | ---- | ------ |  | ----- | ------------------- | ------------ | ---------- | ------- | ------- | ------------ |  |  | ------------ | - | ---------- |  | ------------ | ------- |  | - | ------- | ------- | 
|                            |                                         |      |      |        |  |       |                     |              |            |         |         |              |  |  |              |   |            |  | Long-Term    |         |  |   |        
|                            |                                         |      |      |        |  |       |                     |              |            |         |         |              |  |  |              |   |            |  | Compensation |         |  |   |        
|                            |                                         |      |      |        |  |       |                     |              |            |         |         |              |  |  |              |   |            |  | Awards       |         |  |   |        
|                            |                                         |      |      |        |  |       | Annual Compensation |              |            |         |         |              | 
|                            |                                         |      |      |        |  |       |                     |              | Securities |         |         |              | 
|                            |                                         |      |      |        |  |       |                     |              |            |         |         |              |  |  | Other Annual |   | Underlying |  | All Other   
|Name and Principal Position |                                         | Year |      | Salary |  | Bonus |                     | Compensation |            | Options |         | Compensation
|                            |                                         |      |      |        |  |       |                     |              |            |         |         |             
|Daniel L. Kisner, M.D(1)    |                                         |      | 2001 |        |  | $     | 423,516             |              |            | $       | 180,000 |              |  |  |             |   |            |  | 50,000       |         |  | $ | 245,505 |        
|                            | President and Chief Executive Officer   |      |      | 2000   |  |       |                     | 379,173      |            |         |         | 173,254      |  |  |              |  |            |  |              |        |  |   |         | 286,363 | 
|                            |                                         |      | 1999 |        |  |       | 293,013             |              |            |         | 175,000 |              |  |  |             |   |            |  | 641,025      |         |  |   | 418,270 |        
|James L. Knighton(2)        |                                         |      | 2001 |        |  |       | 285,866             |              |            |         | 110,000 |              |  |  |             |   |            |  | 95,000       |         |  |   | 5,365   |        
|                            | Chief Financial Officer and             |      |      | 2000   |  |       |                     | 253,514      |            |         |         | 75,294       |  |  |              |  |            |  |              | 8,000   |  |   |         | 286,395 | 
|                            | Executive Vice President                |      |      | 1999   |  |       |                     | 111,962      |            |         |         | 18,375       |  |  |              |  |            |  |              | 269,230 |  |   |         |        | 
|Michael R. Knapp, Ph.D.(3)  |                                         |      | 2001 |        |  |       | 247,872             |              |            |         | 69,529  |              |  |  |             |   |            |  | 88,000       |         |  |   | 1,070   |        
|                            | Vice President of Corporate
Development |      |      | 2000   |  |       |                     | 222,048      |            |         |         | 71,944       |  |  |              |  |            |  |              | 7,500   |  |   |         | 1,779   | 
|                            |                                         |      | 1999 |        |  |       | 203,952             |              |            |         | 29,475  |              |  |  |             |   |            |  | 57,692       |         |  |   |        |        
|J. Wallace Parce, Ph.D.(4)  |                                         |      | 2001 |        |  |       | 250,740             |              |            |         | 110,000 |              |  |  |             |   |            |  | 38,000       |         |  |   | 5,380   |        
|                            | Vice President of Research              |      |      | 2000   |  |       |                     | 222,048      |            |         |         | 71,994       |  |  |              |  |            |  |              | 7,500   |  |   |         | 10,977  | 
|                            |                                         |      | 1999 |        |  |       | 203,952             |              |            |         | 29,475  |              |  |  |             |   |            |  | 57,692       |         |  |   |        |        
|William M. Wright III(5)    |                                         |      | 2001 |        |  |       | 206,200             |              |            |         | 52,584  |              |  |  |             |   |            |  | 28,000       |         |  |   | 4,500   |        
|                            | Vice President of Operations            |      |      | 2000   |  |       |                     | 180,816      |            |         |         | 40,684       |  |  |              |  |            |  |              | 5,000   |  |   |         | 9,000   | 
|                            |                                         |      | 1999 |        |  |       | 165,210             |              |            |         | 5,425   |              |  |  |             |   |            |  | 19,230       |         |  |   |        |        



---

|(1) |  | Dr. Kisner joined us in February 1999. Dr. Kisners all other
compensation in 2001 consisted of $33,180 for mortgage assistance,
$118,744 related to forgiveness of a portion of Dr. Kisners housing loan,
$89,081 for income taxes payable on the loan forgiveness, and $4,500 for
professional matters. Dr. Kisners all other compensation in 2000
consisted of $61,383 for relocation assistance and related taxes, $122,713
related to forgiveness of a portion of Dr. Kisners housing loan, $92,035
for income taxes payable on the loan forgiveness, $9,000 for professional
matters and $1,242 for term life insurance premiums for the benefit of Dr.
Kisner. Dr. Kisners all other compensation in 1999 consisted of $246,370
for relocation assistance and related taxes, $98,228 related to
forgiveness of a portion of Dr. Kisners housing loan and $73,672 for
income taxes payable on the loan forgiveness.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Mr. Knighton joined us in September 1999. Mr. Knightons all other
compensation in 2001 consisted of $865 for term life insurance premiums,
and $4,500 for professional matters. Mr. Knightons all other
compensation in 2000 consisted of: 6,250 shares of common stock with a
fair market value of $237,113; $38,610 for bonus payable at time of
exercise of $1.56 per share plus an additional amount to cover taxes;
$9,000 for professional matters; and $1,672 for term life insurance
premiums for the benefit of Mr. Knighton.                                                                                                                                                                                                                                                                                                                                                                                      
|   
|   
|   
|   
|(3) |  | Dr. Knapps all other compensation in 2001 consisted of $1,070 for term
life insurance premiums for the benefit of Dr. Knapp. Dr. Knapps all
other compensation in 2000 consisted of $1,779 for term life insurance
premiums for the benefit of Dr. Knapp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|   
|   
|   
|(4) |  | Dr. Parces all other compensation in 2001 consisted of $880 for term
life premiums for the benefit of Dr. Parce and $4,500 for professional
matters. Dr. Parces all other compensation in 2000 consisted of $9,000
for professional matters and $1,977 for term life insurance premiums for
the benefit of Dr. Parce.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|   
|   
|   
|(5) |  | Mr. Wrights all other compensation in 2001 consisted of $4,500 for
professional matters. Mr. Wrights all other compensation in 2000
consisted of $9,000 for professional matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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Stock Option Grants and Exercises

We grant options to our executive officers under our 1999 Equity Incentive
Plan. As of March 31, 2002, options to purchase a total of 5,329,211 shares
were outstanding under the incentive plan and options to purchase 207,376
shares remained available for grant thereunder.

The following tables show for the fiscal year ended December 31, 2001,
certain information regarding options granted to, exercised by, and held at
year end by, each of the individuals listed in the Summary Compensation Table.

The exercise price of each option was equal to the closing sales price of
our common stock as reported on the Nasdaq Stock Market for the last market
trading day prior to the date of grant. The exercise price may be paid in
cash, promissory notes, in shares of our common stock valued at fair market
value on the exercise date or through a cashless exercise procedure involving a
same-day sale of the purchased shares. The options granted to our executive
officers vest over four years with 25% of the shares vesting one year from the
date of grant and 2.08% of the shares vesting each month thereafter. Each of
the options has a ten-year term, subject to earlier termination if the
optionees service with us ceases. Under certain circumstances following a
change of control, the vesting of such option grants may accelerate and become
immediately exercisable. See the section entitled  Employment, Severance and
Change of Control Arrangements below for a description of our agreements with
Dr. Kisner concerning stock options that have been granted to him.

The potential realizable value is calculated based on the ten-year term of
the option at the time of grant. Stock price appreciation of 5% and 10% is
assumed pursuant to rules promulgated by the Securities and Exchange Commission
and does not represent our prediction of our stock price performance. The
potential realizable values at 5% and 10% appreciation are calculated by
assuming that the stock price on the date of grant appreciates at the indicated
annual rate, compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the appreciated
stock price. On April 26, 2002, the closing sales price of our common stock
was $10.01

Percentages shown under Percentage of Total Options Granted to Employees
in 2001 are based on an aggregate of 2,625,293 options granted to employees,
consultants and directors of Caliper under our stock option plans during 2001.

|                        |  |                |        |                 |  |                   |     |                  |  |    |        |             |  |                  |          |             |  |                      |           |  |  |   |           | 
|----------------------- |  | -------------- | ------ | --------------- |  | ----------------- | --- | ---------------- |  | -- | ------ | ----------- |  | ---------------- | -------- | ----------- |  | -------------------- | --------- |  |  | - | --------- | 
|                        |  |                |        |                 |  |                   |     |                  |  |    |        |             |  |                  |          |             |  | Potential Realizable
|                        |  |                |        |                 |  | Individual Grants |     | Value at Assumed
|                        |  |                |        | Annual Rates of
|                        |  |                |        |                 |  | Percentage of     |     |                  |  |    |        |             |  |                  |          | Stock Price
|                        |  | Number of      |        | Total Options   |  |                   |     |                  |  |    |        |             |  | Appreciation for
|                        |  | Securities     |        | Granted to      |  | Exercise          |     |                  |  |    |        | Option Term
|                        |  | Underlying     |        | Employees in    |  | Price per         |     | Expiration       |  |   
|Name                    |  | Option Granted |        | 2001            |  | Share             |     | Date             |  | 5% |        | 10%        
|                        |  |                |        |                 |  |                   |     |                  |  |    |        |            
|Daniel L. Kisner, M.D.  |  |                | 50,000 |                 |  |                   | 1.9 | %                |  | $  | 43.750 |             |  |                  | 01/30/11 |             |  | $                    | 1,375,719 |  |  | $ | 3,486,219 | 
|James L. Knighton       |  |                | 35,000 |                 |  |                   | 3.6 |                  |  |    | 33.625 |             |  |                  | 01/11/11 |             |  |                      | 740,137   |  |  |   | 1,875,586 | 
|                        |  |                | 25,000 |                 |  |                   |     |                  |  |    | 15.000 |             |  |                  | 04/03/11 |             |  |                      | 235,838   |  |  |   | 597,638   | 
|                        |  |                | 35,000 |                 |  |                   |     |                  |  |    | 9.960  |             |  |                  | 09/25/11 |             |  |                      | 219,235   |  |  |   | 555,564   | 
|Michael R. Knapp, Ph.D. |  |                | 38,000 |                 |  |                   | 3.4 |                  |  |    | 33.625 |             |  |                  | 01/11/11 |             |  |                      | 803,577   |  |  |   | 2,036,350 | 
|                        |  |                | 50,000 |                 |  |                   |     |                  |  |    | 9.960  |             |  |                  | 09/25/11 |             |  |                      | 498,000   |  |  |   | 793,663   | 
|J. Wallace Parce, Ph.D. |  |                | 38,000 |                 |  |                   | 1.4 |                  |  |    | 33.625 |             |  |                  | 01/11/11 |             |  |                      | 803,577   |  |  |   | 2,036,350 | 
|William Wright III      |  |                | 28,000 |                 |  |                   | 1.7 |                  |  |    | 33.625 |             |  |                  | 01/11/11 |             |  |                      | 592,109   |  |  |   | 1,500,469 | 

Aggregate Option Exercises in 2001 and Option Values at December 31, 2001

The following table presents the aggregate option exercises during 2001,
and the number and value of securities underlying unexercised options that are
held by each of the individuals listed in the Summary Compensation Table as of
December 31, 2001.

Amounts shown under the column Value Realized are based on the closing
sales price of our common stock as reported on the Nasdaq Stock Market on the
date of exercise, less the exercise price. Amounts shown under the column
Value of Unexercised In-the-Money Options at December 31, 2001 are based on
the closing price of our common stock ($15.61) on December 31, 2001 as reported
on the Nasdaq Stock Market, less the exercise price, without taking into
account any taxes that may be payable in connection

7.



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with the transaction, multiplied by the number of shares underlying the
option, less the exercise price of the shares underlying the option.

|                        |  |                 |        |                |  |             |         |               |  |                              |         |                      |  |  |         |  |  |   |           |  |  |   |           | 
|----------------------- |  | --------------- | ------ | -------------- |  | ----------- | ------- | ------------- |  | ---------------------------- | ------- | -------------------- |  |  | ------- |  |  | - | --------- |  |  | - | --------- | 
|                        |  |                 |        |                |  |             |         |               |  | Number of Securities         |         | Value of Unexercised
|                        |  |                 |        |                |  |             |         |               |  | Underlying Unexercised       |         | In-the-Money Options
|                        |  |                 |        |                |  |             |         |               |  | Options at December 31, 2001 |         | at December 31, 2001
|                        |  | Shares Acquired |        |                |  |             |         |               |  |                             
|Name                    |  | on Exercise     |        | Value Realized |  | Exercisable |         | Unexercisable |  | Exercisable                  |         | Unexercisable       
|                        |  |                 |        |                |  |             |         |               |  |                              |         |                     
|Daniel L. Kisner, M.D.  |  |                 | 20,000 |                |  | $           | 781,906 |               |  |                              | 210,145 |                      |  |  | 327,779 |  |  | $ | 3,280,363 |  |  | $ | 5,116,630 | 
|James L. Knighton       |  |                 | 11,500 |                |  |             | 343,401 |               |  |                              | 98,152  |                      |  |  | 247,578 |  |  |   | 1,532,153 |  |  |   | 3,864,693 | 
|Michael R. Knapp, Ph.D. |  |                 | 26,526 |                |  |             | 394,117 |               |  |                              | 42,160  |                      |  |  | 140,072 |  |  |   | 658,118   |  |  |   | 2,186,524 | 
|J. Wallace Parce, Ph.D. |  |                 | 0      |                |  |             | 0       |               |  |                              | 78,686  |                      |  |  | 90,072  |  |  |   | 1,228,288 |  |  |   | 1,406,024 | 
|William Wright III      |  |                 | 20,854 |                |  |             | 474,102 |               |  |                              | 8,063   |                      |  |  | 59,339  |  |  |   | 125,863   |  |  |   | 926,282   | 

Employment, Severance and Change of Control Agreements

In December 2000, our board of directors approved a change of control
severance and forward vesting plan for members of our senior management team,
including James L. Knighton, Michael R. Knapp and J. Wallace Parce. In the
event any of these members of our senior management team are terminated
(including a constructive termination) without cause following a change in
control of Caliper, they will receive monthly consulting payments equal to
their monthly base salary at the time of termination for 12 months or until
they are employed by another company. To the extent they are not able to
receive comparable health insurance benefits, we will also provide them with up
to 12 months of continued health insurance benefits. In addition, if such
senior management team member is terminated (including a constructive
termination) without cause during the first 13 months following a change of
control in Caliper, they will receive accelerated vesting for 30 months for all
of their outstanding options.

In September 1999 we entered into an employment agreement with James L.
Knighton to serve as our Chief Financial Officer at a base salary of $245,000 a
year starting in September 1999, with a sign-on bonus of $50,000 and an annual
discretionary bonus set by the board based upon specific objectives to be
determined, with a minimum bonus of 30% of his base salary guaranteed during
the first 12 months of employment. Mr. Knighton received a 2001 merit bonus of
$110,000 and his annual salary for 2002 has been set at $306,805. In addition,
pursuant to the employment agreement, Mr. Knighton received a stock bonus equal
to 6,250 shares in June 2000 as a result of our common stock trading at or
above $20.00 per share for six consecutive months. Pursuant to the employment
agreement, Mr. Knighton also received an option to purchase 269,230 shares of
our common stock at an exercise price of $3.12 per share, plus a bonus payable
at the time of exercise in the amount of $1.56 per share of stock exercised,
plus an additional amount to cover taxes on the bonus. Mr. Knightons stock
option was approved by our board in October 1999. In addition, Mr. Knighton is
entitled to a housing loan of up to $500,000. The employment agreement is
at-will, and provides that if Mr. Knighton is terminated without cause or Mr.
Knighton voluntarily terminates his employment after a constructive
termination, he will be paid his base salary for 12 months in monthly
installments or until he becomes employed, whichever is earlier, and a portion
of his options will be partially accelerated.

In January 1999, we entered into an employment agreement with Daniel L.
Kisner, M.D. to serve as our President and Chief Executive Officer at a base
salary of $350,000 a year starting on February 28, 1999, with an annual
discretionary bonus of up to 50% of his base salary based upon specific
objectives to be agreed upon by Dr. Kisner and our board. Dr. Kisner received
a 2001 merit bonus of $180,000 and his annual salary for 2002 has been set at
$450,000. Pursuant to the employment agreement, Dr. Kisner received an option
to purchase 641,025 shares of our common stock at an exercise price of $0.97
per share. This option vests over a period of five years in 60 equal monthly
installments. In addition, Dr. Kisner is entitled to a housing loan of up to
$500,000 which may be forgiven over time, and monthly mortgage assistance to
support a $500,000 mortgage, plus additional payments to compensate for the tax
payable on these portions of his compensation. In July 1999, we loaned Dr.
Kisner $425,000 with an annual interest rate of 5.96% in connection with the
purchase of a residence and in July 2000, we increased the loan amount by
$75,000 to a total of $500,000. The loan is described further in Certain
Relationships and Related Transactions  Indebtedness of Management below. In
connection with Dr. Kisners 2001 performance review, a total of $118,744 of
his housing loan and associated interest was forgiven. In addition, Dr. Kisner
was reimbursed $89,080.50 for the income tax payable on the loan forgiveness.
The employment agreement is at-will and contains a non-solicitation agreement.
This agreement also provides that if Dr. Kisner is terminated without cause or
Dr. Kisner voluntarily terminates his employment after a constructive
termination, he will be paid his then current salary for 12 months in monthly
installments or until he becomes employed, whichever is earlier, and a portion
of his options will be partially accelerated.

8.



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##### Table of Contents



Compensation Committee Interlocks and Insider Participation

During fiscal year 2001, Messrs. Hartman, McKenna and Nelsen served as
members of the compensation committee of our board of directors. Mr. Hartmans
term ended on June 26, 2001. No member of the compensation committee was or
has ever been an officer or employee of Caliper or its subsidiaries. No member
of the compensation committee or our board of directors serves as an executive
officer of any other entity that has one or more or our executive officers
serving as a member of the board of directors or compensation committee of the
other entity.




ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial
ownership of our common stock as of March 31, 2002 by:



| |  |  | each director and nominee for director;                                                     
| | - |  | --------------------------------------------------------------------------------------------
|
| |  |  | each of the executive officers named in the Summary Compensation Table;                     
|
| |  |  | all executive officers, directors and nominees as a group; and                              
|
| |  |  | all those known by us to be beneficial owners of more than five percent of our common stock.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Beneficial ownership also includes shares of
stock subject to options and warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of the date of this table. This table
is based upon information supplied by officers, directors and principal
stockholders and Schedules 13D and 13G, if any, filed with the Securities and
Exchange Commission. Unless otherwise indicated in the footnotes to this table
and subject to community property laws where applicable, we believe that each
of the stockholders named in this table has sole voting and investment power
with respect to the shares indicated as beneficially owned. Percentage of
beneficial ownership is based on 24,255,347 shares of our common stock
outstanding as of March 31, 2002, adjusted as required by rules promulgated by
the Securities and Exchange Commission. Unless otherwise indicated, the
address of each of the individuals and entities listed below is: c/o Caliper
Technologies Corp., 605 Fairchild Drive, Mountain View, California 94043.

|                                                         |  |                         |         |                   |  |                      |           |      |  |  |     |  
|-------------------------------------------------------- |  | ----------------------- | ------- | ----------------- |  | -------------------- | --------- | ---- |  |  | --- | -
|                                                         |  |                         |         |                   |  | Beneficial Ownership
|                                                         |  | Shares Issuable         |         |                  
|                                                         |  | Pursuant to Options and |         | Number of         |  |                     
|                                                         |  | Warrants Exercisable    |         | Shares (Including |  |                      |           |     
|                                                         |  | within 60 days of       |         | Number Shown in   |  | Percentage          
|Beneficial Owner                                         |  | March 31, 2002          |         | First Column)     |  | of Total            
|                                                         |  |                         |         |                   |  |                     
|Directors And Executive Officers                         |  |                         |         |                   |  |                      |           |      |  |  |     |  
|Daniel L. Kisner, M.D.(1)                                |  |                         | 279,188 |                   |  |                      | 387,289   |      |  |  | 1.6 | %
|James L. Knighton                                        |  |                         | 139,856 |                   |  |                      | 170,793   |      |  |  | *   |  
|Michael R. Knapp, Ph.D.(2)                               |  |                         | 65,809  |                   |  |                      | 295,180   |      |  |  | 1.2 |  
|J. Wallace Parce, Ph.D.(3)                               |  |                         | 102,335 |                   |  |                      | 289,003   |      |  |  | 1.2 |  
|David V. Milligan, Ph.D.(4)                              |  |                         | 12,810  |                   |  |                      | 69,432    |      |  |  | *   |  
|Anthony B. Evnin, Ph.D.(5)                               |  |                         | 3,200   |                   |  |                      | 478,651   |      |  |  | 2.0 |  
|Regis P. McKenna(6)                                      |  |                         | 78,197  |                   |  |                      | 129,478   |      |  |  | *   |  
|Robert T. Nelsen(7)                                      |  |                         | 3,200   |                   |  |                      | 27,218    |      |  |  | *   |  
|William M. Wright III                                    |  |                         | 20,693  |                   |  |                      | 47,162    |      |  |  | *   |  
|5% Stockholders                                          |  |                         |         |                   |  |                      |           |      |  |  |     |  
|SMALLCAP World Fund, Inc.(8)                             |  |                         |        |                   |  |                      | 1,548,500 | (9)  |  |  | 6.4 |  
|OrbiMed Advisors LLC(10)                                 |  |                         |        |                   |  |                      | 2,374,500 | (11) |  |  | 9.8 |  
|All directors and executive officers as
a group [12](12) |  |                         | 784,705 |                   |  |                      | 1,975,093 |      |  |  | 8.1 | %



---

|* |  | Represents beneficial ownership of less than 1% of the outstanding shares
of our common stock.
|- |  | ----------------------------------------------------------------------------------------------

9.



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##### Table of Contents



|(1)  |  | Includes 82,461 shares held by The Kisner Revocable Trust u/a/d 9/23/99,
of which Dr. Kisner is a trustee, 12,820 shares held by The Jordon Renee
Kisner Exempt Irrevocable Trust u/a/d 9/23/99, of which Dr. Kisner is a
trustee, and 12,820 shares held by The Griffin Daniel Kisner Exempt
Irrevocable Trust u/a/d 9/23/99, of which Dr. Kisner is trustee.                                                                                                                                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(2)  |  | Includes 225,945 shares held by the Michael R. Knapp and Marianne
Maloney Trust u/a/d 7/19/01, of which Mr. Knapp is a trustee.                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|    
|    
|    
|(3)  |  | Includes 12,820 shares held by Charles Andrew Parce and 12,820 shares
held by Laura Marie Parce, the children of Dr. Parce.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|(4)  |  | Includes 56,622 shares held by The David V. Milligan Trust dated October
19, 1991, of which Dr. Milligan is a trustee.                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|    
|    
|    
|(5)  |  | Includes 238,977 shares held by Venrock Associates, 161,587 shares held
by Venrock Associates II, L.P. Dr. Evnin is a general partner of Venrock
Associates. Dr. Evnin disclaims beneficial ownership of these shares
except to the extent of his proportionate partnership interest in these
shares.                                                                                                                                                                                                                                        
|    
|    
|    
|    
|(6)  |  | Includes 51,281 shares held by The Regis P. and Dianne T. McKenna Trust,
of which Mr. McKenna is a trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|(7)  |  | Includes 5,000 shares held by ARCH Venture Fund II, L.P. Mr. Nelsen is a
managing director of ARCH Venture Corporation, which is the general
partner of ARCH Venture Partners, L.P., which is the general partner of
ARCH Management Partners II, L.P., which is the general partner of ARCH
Venture Fund II, L.P. Mr. Nelsen disclaims beneficial ownership of these
shares except to the extent of his proportionate partnership interest in
these shares.                                                                                 
|    
|    
|    
|    
|(8)  |  | Represents shares held by SMALLCAP World Fund, Inc., which has sole
voting power over the shares. Capital Research and Management Company is
an investment advisor to SMALLCAP World Fund, Inc. and has sole
dispositive power over the shares. Consequently, Capital Research and
Management Company may be deemed to beneficially own the shares. Capital
Research and Management Company disclaims beneficial ownership of the
shares. Capital Research and Management Company is located at 333 South
Hope Street, Los Angeles, CA 90071.
|    
|    
|    
|    
|(9)  |  | Represents the number of shares beneficially owned as of December 31,
2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|(10) |  | Represents shares held by OrbiMed Advisors LLC. OrbiMed Advisors Inc. is
the investment manager of OrbiMed Advisors LLC, and Samuel D. Isaly is the
managing member of OrbiMed Advisors LLC and President of OrbiMed Advisors
Inc. OrbiMed Advisors LLC, OrbiMed Advisors Inc. and Samuel D. Isaly have
shared voting and dispositive power over the shares. OrbiMed Advisors LLC
is located at 767 Third Avenue, 6th Floor, New York, NY 10010                                                                                              
|    
|    
|    
|    
|(11) |  | Represents the number of shares beneficially owned as of February 15,
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|(12) |  | Total number of shares includes 1,646,327 shares of common stock held by
entities affiliated with directors and executive officers. See footnotes
1 through 6 above.                                                                                                                                                                                                                                                                                                                                                                         




ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationship with Amphora Discovery Corp.In September 2001, we formed a
new, independently funded and managed company, Amphora Discovery Corp., to
create and commercialize comprehensive chemical genomics information detailing
the interactions of small molecules with a broad array of gene products.
Venture capitalists invested $25 million in Amphora, and entered into
agreements to invest up to an additional $10 million if requested by Amphora.
Our ownership in Amphora is now approximately 28% but would be further reduced
if part or all of the additional $10 million were to be invested by Amphoras
venture capitalists. The venture capitalists that have invested in Amphora
include ARCH Venture Partners and Venrock Associates. One of our directors,
Robert T. Nelsen, is a Managing Director of ARCH, and another of our directors,
Anthony B. Evnin, is a General Partner of Venrock. Arch and Venrock each own
more than a 10% equity interest in Amphora. In addition, James L. Knighton,
our Executive Vice President and Chief Financial Officer, and Michael R. Knapp,
Ph.D., our Vice President of Corporate Development have entered into separate
consulting agreements with Amphora pursuant to which Mr. Knighton purchased
450,000 shares and Dr. Knapp purchased 900,000 shares of Amphoras common stock
at $0.10 per share. Other than reimbursement of expenses, Mr. Knighton and Dr.
Knapp receive no additional compensation under these agreements.

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##### Table of Contents



Severance Agreement.In August 2001, we entered into a severance agreement
with Calvin Y.H. Chow, our former Chief Operating Officer, pursuant to which
Mr. Chow was paid all accrued salary, unused flex leave and vacation time. To
assist us in this transition, we retained Mr. Chow as a consultant through
February 28, 2003 and agreed to pay him $23,175 per month for his services.
During the first 12 months of the consulting period, Mr. Chows stock options
will continue to vest. On August 31, 2002, all his unvested shares will vest
and become immediately exercisable at that time.

Indebtedness of Management. In March 1997, we loaned Michael R. Knapp,
our Vice President of Corporate Development, $200,000 in connection with the
purchase of a residence. The interest on this loan is 6.61% per year and
begins to accrue on January 1, 2002. The principal and accrued interest is to
be repaid in five equal annual installments beginning June 30, 2002. The
promissory note will accelerate and become due and payable should Dr. Knapps
employment with us be terminated for any reason. The promissory note is full
recourse and is secured by a deed of trust on the residence.

In July 1999, we loaned Daniel L. Kisner, M.D., our President and Chief
Executive Officer, $425,000 in connection with the purchase of a residence. In
July 2000, we increased the loan amount by $75,000 to a total of $500,000. The
loan has a maximum term of six years with an annual interest rate of 5.96%. At
December 31, 2001, Dr. Kisner owed us $315,000. In connection with Dr.
Kisners 2001 performance review, a total of $118,744 of Dr. Kisners housing
loan and associated interest was forgiven in 2002.

Stock Options. See the section above entitled Executive Compensation
for a description of stock options granted to our directors and executive
officers.

Indemnification Agreements. We have entered into indemnification
agreements with our directors and officers for the indemnification of these
persons to the full extent permitted by law. We also intend to execute these
agreements with future directors and officers.

Consulting Agreements.We have entered into separate consulting
agreements with David V. Milligan and Regis P. McKenna. See section above
entitled Executive Compensation  Director Compensation for a discussion of
these agreements.

11.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to
Report to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 29, 2002.

| |                            |                                                                                             
| | -------------------------- | --------------------------------------------------------------------------------------------
| | CALIPER TECHNOLOGIES CORP.
|
| | By:                        | /s/  JAMES L. KNIGHTONJames L. Knighton
Executive Vice President and Chief Financial Officer

12.