Exhibit 10.83  FIRST LOAN MODIFICATION AGREEMENT  This First Loan
Modification Agreement (this Loan Modification
Agreement) is entered into as of December 11, 2009, by and
between (i) SILICON VALLEY BANK, a California
corporation, with its principal place of business at 3003 Tasman Drive,
Santa Clara, California 95054 and with a loan production office located at One
Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462 (Bank) and (ii) 
CALIPER LIFE SCIENCES, INC., a Delaware
corporation with a principal place of business located at 68 Elm Street,
Hopkinton, Massachusetts 01748 (Caliper), NOVASCREEN BIOSCIENCES CORPORATION, a Maryland corporation (NovaScreen), XENOGEN CORPORATION,
a Delaware corporation (Xenogen), and CALIPER LIFE SCIENCES LTD., a company organized under the
laws of Canada (Caliper  Ltd.)
(hereinafter, Caliper, NovaScreen, Xenogen, and Caliper Ltd. are jointly and
severally, individually and collectively, referred to as Borrower).  1.             DESCRIPTION OF EXISTING
INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations
which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant
to a loan arrangement dated as of March 6, 2009, evidenced by, among other
documents, a certain Second Amended and Restated Loan and Security Agreement,
dated as of March 6, 2009, by and between Borrower and Bank (as amended,
the Loan Agreement).  Capitalized terms used but not otherwise
defined herein shall have the same meaning as in the Loan Agreement.  2.             DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is secured by
the Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the Security Documents).  Hereinafter, the Security
Documents, together with all other documents evidencing or securing the
Obligations shall be referred to as the Existing Loan Documents.  3.             DESCRIPTION OF CHANGE IN TERMS.  A.Modifications
to Loan Agreement.  1The
Loan Agreement shall be amended by deleting the following, appearing as Section 6.6
thereof, in its entirety:  6.6        Access to Collateral;
Books and Records.  At
reasonable times, on one (1) Business Days notice (provided no notice is
required if an Event of Default has occurred and is continuing), Bank, or its
agents, shall have the right, on a semi-annual basis (or more frequently after
the occurrence of an Event of Default) to inspect the Collateral and the right
to audit and copy Borrowers Books.  The
foregoing inspections and audits shall be at Borrowers expense, and the charge
therefor shall be $750 per person per day (or such higher amount as shall
represent Banks then-current standard charge for the same), plus reasonable
out-of-pocket expenses.  In the event
Borrower and Bank schedule an audit more than ten (10) days in advance,
and Borrower cancels or seeks to reschedules the audit with less than ten (10) days
written notice to Bank, then (without limiting any of Banks rights or
remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket
expenses incurred by Bank to compensate Bank for the anticipated costs and
expenses of the cancellation or rescheduling.  and inserting in lieu
thereof the following:


6.6        Access to Collateral;
Books and Records.  At
reasonable times, on one (1) Business Days notice (provided no notice is
required if an Event of Default has occurred and is continuing), Bank, or its
agents, shall have the right, on a semi-annual basis (or more frequently after
the occurrence of an Event of Default) to inspect the Collateral and the right
to audit and copy Borrowers Books.  The
foregoing inspections and audits shall be at Borrowers expense, and the charge
therefor shall be $850 per person per day (or such higher amount as shall
represent Banks then-current standard charge for the same), plus reasonable
out-of-pocket expenses.  In the event
Borrower and Bank schedule an audit more than ten (10) days in advance,
and Borrower cancels or seeks to reschedules the audit with less than ten (10) days
written notice to Bank, then (without limiting any of Banks rights or
remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket
expenses incurred by Bank to compensate Bank for the anticipated costs and
expenses of the cancellation or rescheduling.  2The
Loan Agreement shall be amended by deleting the following, appearing as Section 6.9(b) thereof,
in its entirety:  (b)         Minimum EBITDA-Cap Ex.  Borrowers EBITDA minus its capital
expenditures, (EBITDA-Cap Ex) for the two (2) quarter
period ending as of the last day of each quarter, shall be in an amount equal
to: (i) losses not greater than (A) One Million Five Hundred Thousand
Dollars ($1,500,000) for the quarter ended December 31, 2008; (B) Six
Million Eight Hundred Thousand Dollars ($6,800,000) for the quarter ending March 31,
2009; (C) Eight Million Seven Hundred Thousand Dollars ($8,700,000) for
the quarter ending June 30, 2009; and (D) Five Million Five Hundred
Thousand Dollars ($5,500,000) for the quarter ending September 30, 2009; (ii) Sixty
Thousand Dollars ($60,000) for the quarter ending December 31, 2009; (iii) losses
not greater than (A) Two Million Dollars ($2,000,000) for the quarter
ending March 31, 2010; (B) Six Million Dollars ($6,000,000) for the
quarter ending June 30, 2010; and (C) Two Million Dollars
($2,000,000) for the quarter ending September 30, 2010; and (iv) Three
Million Eight Hundred Thousand Dollars ($3,800,000) for the quarter ending December 31,
2010.  and inserting in lieu
thereof the following:  (b)         Minimum EBITDA-Cap Ex.  Borrowers EBITDA minus its capital
expenditures, (EBITDA-Cap Ex) for the two (2) quarter
period ending as of the last day of each quarter, shall be in an amount equal
to: (i) losses not greater than (A) One Million Five Hundred Thousand
Dollars ($1,500,000) for the quarter ended December 31, 2008; (B) Six
Million Eight Hundred Thousand Dollars ($6,800,000) for the quarter ending March 31,
2009; (C) Eight Million Seven Hundred Thousand Dollars ($8,700,000) for
the quarter ending June 30, 2009; and (D) Five Million Five Hundred
Thousand Dollars ($5,500,000) for the quarter ending September 30, 2009; (ii) not
less than Sixty Thousand Dollars ($60,000) for the quarter ending December 31,
2009; (iii) losses not greater than (A) Two Million Dollars ($2,000,000)
for the quarter ending March 31, 2010; (B) Five Million Dollars
($5,000,000) for the quarter ending June 30, 2010; and (C) Two
Million Dollars ($2,000,000) for the quarter ending September 30, 2010; (iv) not
less than Two Million Dollars ($2,000,000) for the quarter ending December 31,
2010; and (v) losses not greater than Five Hundred Thousand Dollars
($500,000) for the quarter ending March 31, 2011.  3The
Loan Agreement shall be amended by deleting the following definition appearing
in Section 13.1thereof:  Revolving
Line Maturity Date is November 30, 2010.  and inserting in lieu
thereof the following:


Revolving
Line Maturity Date is April 1, 2011.  4The
Compliance Certificate appearing as Exhibit B to the Loan Agreement
is hereby replaced with the Compliance Certificate attached as Exhibit A
hereto.  4.             FEES.  In addition to and supplemental of any fees
that are due or that may become due and payable by Borrower to Bank pursuant to
Section 2.4 of the Loan Agreement, Borrower shall pay to Bank a
non-refundable modification fee equal to Twenty Five Thousand Dollars
($25,000), which fee shall be deemed fully earned as of the date hereof and
shall be payable as follows: (i) Ten Thousand Dollars ($10,000) shall be
payable on or before the date hereof; and (ii) Fifteen Thousand Dollars
($15,000) shall be payable on the earlier to occur of (x) an Event of
Default and (y) February 1, 2010. 
Borrower shall also reimburse Bank for all legal fees and expenses
incurred in connection with this amendment to the Existing Loan Documents.  5.             WAIVER OF LANDLORD CONSENTS.  In connection with this Loan Modification
Agreement, the Bank has agreed to waive delivery of outstanding Landlord
Consent agreements formerly deliverable as a post-closing item in connection
with the execution of the Existing Loan Documents.  6.             RATIFICATION OF NEGATIVE PLEDGE.  Borrower hereby ratifies, confirms and
reaffirms, all and singular, the terms and conditions of a certain negative
pledge arrangement with respect to Borrowers intellectual property, between
Borrower and Bank, and Borrower acknowledges, confirms and agrees that said
negative pledge arrangement remains in full force and effect.  7.             ADDITIONAL COVENANTS:
RATIFICATION OF PERFECTION CERTIFICATE. 
Borrower is not a party to, nor is bound by, any license or other
agreement with respect to which Borrower is the licensee (a) that
prohibits or otherwise restricts Borrower from granting a security interest in
Borrowers interest in such license or agreement or any other property, or (b) for
which a default under or termination of could interfere with the Banks right
to sell any Collateral.  Borrower shall
provide written notice to Bank within ten (10) days of entering or
becoming bound by any such license or agreement (other than over-the-counter
software that is commercially available to the public).  Borrower shall take such steps as Bank
requests to obtain the consent of, or waiver by, any person whose consent or
waiver is necessary for (x) all such licenses or contract rights to be
deemed Collateral and for Bank to have a security interest in it that might
otherwise be restricted or prohibited by law or by the terms of any such
license or agreement (such consent or authorization may include a licensors
agreement to a contingent assignment of the license to Bank if Bank determines
that is necessary in its good faith judgment), whether now existing or entered
into in the future, and (y) Bank to have the ability in the event of a
liquidation of any Collateral to dispose of such Collateral in accordance with
Banks rights and remedies under the Loan Agreement and the other Loan
Documents.  In addition, the Borrower
hereby certifies that no Collateral is in the possession of any third party
bailee (such as at a warehouse) that has not otherwise been previously
disclosed to Bank.  In the event that
Borrower, after the date hereof, intends to store or otherwise deliver the
Collateral to such a bailee, then Borrower shall first receive the prior
written consent of Bank and such bailee must acknowledge in writing that the
bailee is holding such Collateral for the benefit of Bank.  Borrower hereby ratifies, confirms and
reaffirms, all and singular, the terms and disclosures contained in a certain
Perfection Certificate dated as of March 6, 2009 (as updated, amended,
amended and restated, supplemented and/or modified as of the date hereof), and
acknowledges, confirms and agrees the disclosures and information provided by
Borrower to Bank in the Perfection Certificate (as updated, amended, amended
and restated, supplemented and/or modified as of the date hereof) has not
changed.  8.             AUTHORIZATION TO FILE.  Borrower hereby authorizes Bank to file UCC
financing statements without notice to Borrower, with all appropriate
jurisdictions, as Bank deems appropriate, in order to further perfect or
protect Banks interest in the Collateral, including a notice that any
disposition of the Collateral, by either the Borrower or any other Person,
shall be deemed to violate the rights of the Bank under the Code.  9.             CONSISTENT CHANGES.  The Existing Loan Documents are hereby
amended wherever necessary to reflect the changes described above.  10.           RATIFICATION OF LOAN DOCUMENTS.  Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.


11.           NO DEFENSES OF BORROWER.  Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.  12.           CONTINUING VALIDITY.  Borrower understands and agrees that in
modifying the existing Obligations, Bank is relying upon Borrowers
representations, warranties, and agreements, as set forth in the Existing Loan
Documents.  Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect.  Banks agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement in no way
shall obligate Bank to make any future modifications to the Obligations.  Nothing in this Loan Modification Agreement shall
constitute a satisfaction of the Obligations. 
It is the intention of Bank and Borrower to retain as liable parties all
makers of Existing Loan Documents, unless the party is expressly released by
Bank in writing.  No maker will be
released by virtue of this Loan Modification Agreement.  13.           RIGHT OF SET-OFF.  In consideration of Banks agreement to enter
into this Loan Modification Agreement, Borrower hereby reaffirms and hereby
grants to Bank, a lien, security interest and right of set off as security for
all Obligations to Bank, whether now existing or hereafter arising upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Bank or any entity under the
control of Silicon Valley Bank 
(including a Bank subsidiary) or in transit to any of them.  At any time after the occurrence and during
the continuance of an Event of Default, without demand or notice, Bank may set
off the same or any part thereof and apply the same to any liability or
obligation of Borrower even though unmatured and regardless of the adequacy of
any other collateral securing the loan. 
ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.  14.           CONFIDENTIALITY.  Bank may use confidential information for the
development of databases, reporting purposes, and market analysis, so long as
such confidential information is aggregated and anonymized prior to
distribution unless otherwise expressly permitted by Borrower.  The provisions of the immediately preceding
sentence shall survive the termination of the Loan Agreement.  15.           JURISDICTION/VENUE.  Borrower accepts for itself and in connection
with its properties, unconditionally, the exclusive jurisdiction of any state
or federal court of competent jurisdiction in the Commonwealth of Massachusetts
in any action, suit, or proceeding of any kind against it which arises out of
or by reason of this Loan Modification Agreement.  NOTWITHSTANDING THE FOREGOING, THE BANK SHALL
HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS
PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY
OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE
THE BANKS RIGHTS AGAINST THE BORROWER OR ITS PROPERTY.  16.           COUNTERSIGNATURE.  This Loan Modification Agreement shall become
effective only when it shall have been executed by Borrower and Bank.  [The remainder of this page is
intentionally left blank]


This Loan
Modification Agreement is executed as a sealed instrument under the laws of the
Commonwealth of Massachusetts as of the date first written above.  BORROWER:  CALIPER LIFE SCIENCES, INC.  By:
  /s/
  Peter F. McAreeName:
  Peter
  F. McAreeTitle:
  Senior
  Vice President and Chief Financial OfficerNOVASCREEN BIOSCIENCES CORPORATIONBy:
  /s/
  Peter F. McAreeName:
  Peter
  F. McAreeTitle:
  Vice
  President, FinanceXENOGEN CORPORATIONBy:
  /s/
  Peter F. McAreeName:
  Peter
  F. McAreeTitle:
  Vice
  President, FinanceCALIPER LIFE SCIENCES LTD.By:
  /s/
  Peter F. McAreeName:
  Peter
  F. McAreeTitle:
  Vice
  President, FinanceBANK:SILICON VALLEY BANKBy:
  /s/
  Ryan RavenscroftName:
  Ryan
  RavenscroftTitle:
  Vice President


EXHIBIT B  COMPLIANCE CERTIFICATE  TO:
  SILICON VALLEY BANK
  
  Date:FROM:
  CALIPER LIFE SCIENCES,
  INC.NOVASCREEN BIOSCIENCES
  CORPORATIONXENOGEN CORPORATIONCALIPER LIFE SCIENCES,
  LTD.  The undersigned
authorized officers of Caliper Life Sciences, Inc., NovaScreen Biosciences
Corporation, Xenogen Corporation, and Caliper Life Sciences, Ltd. (individually
and collectively, jointly and severally, Borrower)
certify that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the Agreement), (1) Borrower
is in complete compliance for the period ending
                              
with all required covenants except as noted below, (2) there are no Events
of Default, (3) all representations and warranties in the Agreement are
true and correct in all material respects on this date except as noted below;
provided, however, that such materiality qualifier shall not be applicable to
any representations and warranties that already are qualified or modified by materiality
in the text thereof; and provided, further that those representations and
warranties expressly referring to a specific date shall be true, accurate and
complete in all material respects as of such date, (4) Borrower, and each
of its Subsidiaries, has timely filed all required tax returns and reports, and
Borrower has timely paid all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower except as otherwise
permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no
Liens have been levied or claims made against Borrower relating to unpaid
employee payroll or benefits of which Borrower has not previously provided
written notification to Bank.  Attached
are the required documents supporting the certification.  The undersigned certifies that these are
prepared in accordance with GAAP consistently applied from one period to the
next except as explained in an accompanying letter or footnotes.  The undersigned acknowledges that no
borrowings may be requested at any time or date of determination that Borrower
is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is
delivered.  Capitalized terms used but
not otherwise defined herein shall have the meanings given them in the
Agreement.  Please
indicate compliance status by circling Yes/No under Complies column.  Reporting
  Covenant
  
  Required
  
  CompliesQuarterly
  consolidated and consolidating financial statements with Compliance
  Certificate
  
  Quarterly
  within 45 days
  
  Yes   NoAnnual
  consolidated and consolidating financial statement (CPA Audited) + CC
  
  FYE
  within120 days
  
  Yes   No10-Q,
  10-K and 8-K
  
  Within
  5 days after filing with SEC
  
  Yes   NoA/R &
  A/P Agings; Deferred Revenue report, cash report
  
  Monthly
  within 15 days
  
  Yes   NoTransaction
  Reports
  
  Weekly
  and with each Advance request
  
  Yes   NoBoard approved
  projections
  
  Annually, as revised
  
  Yes   No  The
following intellectual property was registered after the Effective Date (if no
registrations, state None)    Financial
  Covenant
  
  Required
  
  Actual
  
  CompliesMaintain
  at all times, tested quarterly:Minimum
  Quick Ratio
  
  0.95:1.00
  
  :1.0
  
  Yes   NoMinimum
  EBITDA minus Cap Ex*
  
  $
  
  $
  
  Yes   No  
 *See
Section 6.9(b) of the Loan and Security Agreement  1


The
following financial covenant analyses and information set forth in Schedule 1
attached hereto are true and accurate as of the date of this Certificate.  The
following are the exceptions with respect to the certification above:  (If no exceptions exist, state No exceptions
to note.)      Caliper
  Life Sciences, Inc.
  
  BANK
  USE ONLYBy:
  
  
  Received
  by:Name:
  
  
  
  AUTHORIZED SIGNERTitle:
  
  
  Date:NovaScreen
  Biosciences Corporation
  
  Verified:AUTHORIZED SIGNERBy:Name:
  
  
  Date:Title:Compliance
  Status:      Yes   NoXenogen
  CorporationBy:Name:Title:Caliper
  Life Sciences, Ltd.By:Name:Title:  2


Schedule 1 to Compliance Certificate  Financial Covenants of Borrower  Dated:  In the event of a conflict
between this Schedule and the Loan Agreement, the terms of the Loan Agreement
shall control.  I.ADJUSTED
QUICK RATIO(Section 6.9(a))  Required:A ratio of Quick
Assets to Quick Liabilities of at least: 0.95to
1.0 for the quarter ending March 31, 2009 and for each fiscal quarter
thereafter  A.
  
  Aggregate
  value of the unrestricted cash and Cash Equivalents and Marketable Securities
  of Borrower
  
  $B.
  
  Aggregate
  value of the net billed accounts receivable and Unbilled Accounts of Borrower
  
  $C.
  
  Quick
  Assets (the sum of lines A and B)
  
  $D.
  
  Aggregate
  value of Obligations to Bank
  
  $E.
  
  Aggregate
  value of liabilities of Borrower (including all Indebtedness) that matures
  within one (1) year and current portion of Subordinated Debt permitted
  by Bank to be paid by Borrower
  
  $F
  
  Aggregate
  value of (i) Deferred Revenue, (ii) real estate related
  restructuring expenses, and (iii) customer depositsG.
  
  Quick
  Liabilities (the sum of lines D and E minus line F)
  
  $H.
  
  Adjusted
  Quick Ratio (line C divided by line G)  Is line H equal to or
greater than 0.95 to 1.0  oNo, not
  in compliance
  oYes, in
  compliance  3


II.MINIMUM  EBITDA minus CAP-EX (Section 6.9(b)  Required:Borrowers EBITDA minus its capital
expenditures, (EBITDA-Cap Ex) for the two (2) quarter
period ending as of the last day of each quarter, shall be in an amount equal
to: (i) losses not greater than (A) One Million Five Hundred Thousand
Dollars ($1,500,000) for the quarter ended December 31, 2008; (B) Six
Million Eight Hundred Thousand Dollars ($6,800,000) for the quarter ending March 31,
2009; (C) Eight Million Seven Hundred Thousand Dollars ($8,700,000) for
the quarter ending June 30, 2009; and (D) Five Million Five Hundred
Thousand Dollars ($5,500,000) for the quarter ending September 30, 2009; (ii) not
less than Sixty Thousand Dollars ($60,000) for the quarter ending December 31,
2009; (iii) losses not greater than (A) Two Million Dollars ($2,000,000)
for the quarter ending March 31, 2010; (B) Five Million Dollars
($5,000,000) for the quarter ending June 30, 2010; and (C) Two
Million Dollars ($2,000,000) for the quarter ending September 30, 2010; (iv) not
less than Two Million Dollars ($2,000,000) for the quarter ending December 31,
2010; and (v) losses not greater than Five Hundred Thousand Dollars
($500,000) for the quarter ending March 31, 2011.  A.
  
  Net
  Income
  
  $B.
  
  Interest
  Expense
  
  $C.
  
  To
  the extent included in the determination of Net Income:1.
  Depreciation expense
  
  $2.
  Amortization expense
  
  $3.
  Non-cash stock-based
  compensation expense and restructuring expense
  
  $D.
  
  income
  tax expense
  
  $E.
  
  EBITDA
  (line A, plus line B, plus line C.1, plus line C.2, plus line C.3, and plus
  line D)
  
  $F.
  
  capital
  expenditures
  
  $G.
  
  EBIDTA
  minus CAP EX (line E minus line F)
  
  $  Is line G equal to or
greater than $[                                          ]?  oNo, not
  in compliance
  oYes, in
  compliance  1