Exhibit
2.4  
 TACONIC FARMS, INC.,  XENOGEN CORPORATION   and   CALIPER LIFE SCIENCES, INC.  
 Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.


TABLE OF CONTENTS  Article 1
  
  1PURCHASE AND SALE
  11.1
  Purchase
  and Sale
  11.2
  Closing
  11.3
  Purchase
  Price
  21.4
  Closing
  Calculations
  21.5
  Closing
  Balance Sheet Calculations
  21.6
  Post-Closing
  Adjustment Payment
  41.7
  Tax
  Withholding
  4Article 2 REPRESENTATIONS AND WARRANTIES OF CALIPER
  42.1
  Organization
  of the Company
  42.2
  Company
  Capital Structure
  52.3
  Subsidiaries
  52.4
  Authority
  62.5
  No
  Conflict
  62.6
  Governmental
  Consents
  62.7
  Company
  Financial Statements
  62.8
  No
  Undisclosed Liabilities
  72.9
  No
  Changes
  72.10
  Tax
  Matters,
  92.11
  Restrictions
  on Business Activities
  132.12
  Title
  to Properties; Absence of Liens and Encumbrances; Condition of Equipment
  132.13
  Intellectual
  Property
  142.14
  Sufficiency
  of Assets
  172.15
  Contracts
  182.16
  No
  Defaults
  192.17
  Interested
  Person Transactions
  192.18
  Governmental
  Authorization
  202.19
  Litigation
  202.20
  Accounts
  Receivable
  202.21
  Minute
  Books
  202.22
  Environmental
  Matters
  202.23
  Fees
  and Expenses
  242.24
  Employee
  Benefit Plans and Compensation
  242.25
  Insurance and Bonds
  27  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.


2.26
  Compliance
  with Laws
  282.27
  Animal
  Welfare
  282.28Council on Accreditation of the Association for Assessment and
  Accreditation of Laboratory Animal Care Certification
  282.29
  Foreign
  Corrupt Practices Act
  282.30
  Health
  Profiles
  292.31
  Warranties
  292.32
  Complete
  Copies of Materials
  292.33
  Insider
  Loans
  292.34
  Suppliers
  and Customers
  292.35
  Privacy
  302.36
  Compliance
  with the Immigration Reform and Control Act
  302.37
  Data
  Room
  302.38
  Representations
  Complete
  31Article 3 REPRESENTATIONS AND WARRANTIES OF TACONIC
  313.1
  Organization
  and Standing
  313.2
  No
  Conflict
  313.3
  Consents
  31Article 4 AGREEMENTS
  324.1
  Confidentiality
  324.2
  Expenses
  324.3
  Public
  Disclosure
  324.4
  Reasonable
  Best Efforts
  324.5
  Additional
  Documents and Further Assurances
  334.6
  Employment
  Arrangements
  334.7
  Non-Continuing
  Employees
  334.8
  Employment
  of Continuing Employees
  334.9
  Internet
  Inquiries
  344.10
  Xenogen
  Trademark
  344.11
  Destruction
  of Confidential Information
  344.12
  Tax
  Matters
  344.13
  Tax
  Sharing Agreements
  364.14
  Non-Solicitation
  364.15
  Caliper
  Confidential Information Remaining with the Company
  364.16
  Promega
  Corporation (PGL3) Sublicense
  36Article 5 CONDITIONS TO THE CLOSING
  365.1
  Conditions
  to the Obligations of Each Party to Effect the Transaction
  365.2
  Additional
  Conditions to the Obligations of Taconic
  375.3
  Additional Conditions to the Obligations of Caliper
  38  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.   ii


Article 6 INDEMNIFICATION AND ESCROW
  396.1
  Survival
  396.2
  Indemnification
  by Caliper
  396.3
  Claims
  for Indemnification
  416.4
  Escrow
  Fund
  42Article 7 GENERAL PROVISIONS
  437.1
  Notices
  437.2
  Interpretation
  447.3
  Counterparts
  447.4
  Entire
  Agreement; Assignment
  457.5
  Severability
  457.6
  Other
  Remedies
  457.7
  Governing
  Law
  457.8
  Rules of
  Construction
  457.9
  Specific
  Performance
  457.10
  Attorneys
  Fees
  457.11
  WAIVER
  OF JURY TRIAL
  46Article 8
  DEFINITIONS
  46  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  iii


INDEX OF
EXHIBITS  Exhibit
  
  DescriptionExhibit A
  
  Closing
  AgendaExhibit B
  
  Form of
  Section 382 Allocation AgreementExhibit C
  
  Distribution
  and Supply AgreementExhibit D
  
  Form of
  Escrow AgreementExhibit E
  
  License Agreement (for
  Imaging Services)  Portions
of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Registrants application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.


STOCK PURCHASE AGREEMENT
(this Agreement) is made and entered into as of December 11, 2009
by and among Taconic Farms, Inc., a New York corporation (Taconic), Caliper Life Sciences, Inc., a
Delaware corporation (CLS), and Xenogen Corporation, a Delaware corporation
and a wholly owned subsidiary of CLS (Xenogen and collectively with CLS, Caliper).
Certain capitalized terms used but not otherwise defined herein are defined in Article 8
hereof.  All representations, covenants
and agreements of CLS and Xenogen herein shall be deemed to be joint and
several, whether so expressed or not, unless otherwise not permitted by the
context.  RECITALS  A.            Taconic
wishes to purchase from Caliper, and Caliper wishes to sell to Taconic, all of
the issued and outstanding capital stock and other equity interests in Xenogen
Biosciences Corporation, an Ohio corporation (the Company) and wholly
owned subsidiary of Caliper.  B.            A
portion of the consideration payable by Taconic in connection with this
Agreement and the transactions contemplated hereby (the Transaction)
shall be placed in escrow by Taconic as security for the indemnification
obligations set forth in this Agreement.  C.            Caliper
is making certain representations warranties regarding the Company and is also
making certain covenants and other agreements in connection with the
Transaction.  NOW, THEREFORE, in
consideration of the mutual agreements, covenants and other promises set forth
herein, the mutual benefits to be gained by the performance thereof, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and accepted, the parties hereby agree as follows:  ARTICLE 1  PURCHASE AND SALE  1.1           Purchase
and Sale.  Upon the terms and subject
to the conditions of this Agreement, Caliper will sell to Taconic, and Taconic
will purchase from Caliper, at the Closing (as defined below), all of the
issued and outstanding capital stock (the Shares) in the Company.  1.2           Closing.  (a)   The closing of the Transaction (the Closing) is effective
as of 9a.m. on the day this Agreement and the Ancillary Agreements, in addition
to other closing documents, are executed and delivered.  For this purpose, such date is called the Closing
Date.  All documents and signatures
are being exchanged by electronic delivery.  (b)   At the Closing:  (i)Taconic is
delivering (A) the Estimated Purchase Price to Caliper, less an amount equal to the Escrow
Amount, by wire transfer of immediately available funds, and (B) the
Escrow Amount to the Escrow Agent by wire transfer of immediately available
funds.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.


(ii)Caliper is
delivering to Taconic certificates for the Shares duly endorsed or accompanied
by stock powers duly endorsed in blank, with any required transfer stamps
affixed thereto.  (iii)The appropriate
persons are executing and delivering the license, distribution, escrow,
transition services and other ancillary agreements and documents (the Ancillary
Agreements).  (iv)The appropriate
persons are executing and delivering, or delivering, the other items set forth
on the Closing Agenda attached hereto as Exhibit A.  1.3           Purchase
Price.  (a)   The Final Purchase Price shall be an amount equal to:  (i)Eleven Million
Dollars ($11,000,000),  (ii)plusCompany Cash,  (iii)minusany
Indebtedness that has not been discharged pursuant to Section 5.2(f),  (iv)minusthe Deferred
Revenue Amount, and  (v)plus(or minus) the Net Working Capital
Adjustment.  1.4           Closing
Calculations.  (a)   Caliper has caused the Company to deliver to Taconic its good faith
calculation, in reasonable detail, of its estimate of the following amounts as
of the close of business on the Closing Date:  (i)the amount of
Company Cash (the Estimated Company Cash),  (ii)the amount of
Indebtedness (the Estimated Indebtedness),  (iii)the Deferred
Revenue Amount (the Estimated Deferred Revenue Amount) and  (iv)Net Working
Capital (the Estimated Net Working Capital).  (b)   Using these estimates, the parties have agreed that, for purposes
of the Closing, the Final Purchase Price is estimated at [***] Dollars ($[***])
(the Estimated Purchase Price).  1.5           Closing
Balance Sheet Calculations.  As
promptly as practicable, but in any event within 60 days after the Closing
Date, Taconic will deliver to Caliper a consolidated balance sheet of the
Company dated as of the close of business on the Closing Date (the Closing  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  2


Balance Sheet) and a statement showing the calculation,
as of such date and time, of Company Cash, Indebtedness, the Deferred Revenue
Amount, Net Working Capital and the Net Working Capital Adjustment, all derived
from the Closing Balance Sheet (together with the Closing Balance Sheet, the Preliminary
Statement). The Closing Balance Sheet shall be prepared and Company Cash,
Indebtedness, the Deferred Revenue Amount, Net Working Capital, and the Net
Working Capital Adjustment shall be determined in accordance with GAAP using
the same accounting methods, policies, principles, practices and procedures,
with consistent classifications, judgments and estimation methodology, as were
used in preparation of the Financial Statements.  After delivery of the Preliminary Statement,
Caliper and its accountants and other representatives shall be permitted
reasonable access to review the Companys books and records and work papers
related to the preparation of the Preliminary Statement. Caliper and its
accountants and other representatives may make inquires of Taconic and its
accountants regarding questions concerning or disagreements with the
Preliminary Statement arising in the course of their review thereof, and
Taconic shall use its, and shall cause the Company to use its, commercially
reasonable best efforts to cause any such accountants to cooperate with and
respond to such inquiries. If Caliper has any objections to the Preliminary
Statement, Caliper shall deliver to Taconic a statement setting forth its
objections thereto (an Objections Statement). If an Objections
Statement is not delivered to Taconic within 30 days after delivery of the
Preliminary Statement, the Preliminary Statement shall be final, binding and
non-appealable by the parties hereto. Caliper and Taconic shall negotiate in
good faith to resolve any such objections, but if they do not reach a final
resolution within fifteen (15) days after the delivery of the Objections
Statement, Caliper and Taconic shall submit such dispute to BDO Seidman, LLP
(the Dispute Resolution Auditor). Any further submissions to the
Dispute Resolution Auditor must be written and delivered to each party to the
dispute. The Dispute Resolution Auditor shall consider only those items and
amounts which are identified in the Objections Statement as being items which
Caliper and Taconic are unable to resolve. The Dispute Resolution Auditors
determination will be based solely on the definitions of Company Cash,
Indebtedness, the Deferred Revenue Amount, Net Working Capital, and the Net
Working Capital Adjustment contained herein and the provisions of this Section 1.5.
Caliper and Taconic shall use their commercially reasonable best efforts to
cause the Dispute Resolution Auditor to resolve all such disagreements as soon
as practicable. Further, the Dispute Resolution Auditors determination shall
be based solely on the presentations by Taconic and Caliper which are in
accordance with the terms and procedures set forth in this Agreement (i.e., not
on the basis of an independent audit or review). The resolution of the dispute
by the Dispute Resolution Auditor shall be final, binding and non-appealable on
the parties hereto. The costs and expenses of the Dispute Resolution Auditor
shall be allocated between Taconic, on the one hand, and Caliper on the other
hand, based upon the percentage which the portion of the contested amount not
awarded to each party bears to the amount actually contested by such party. For
example, if Caliper claims the appropriate adjustments are $1,000 greater than
the amount determined by Taconics accountants, and Taconic contests only $500
of the amount claimed by Caliper, and if the Dispute Resolution Auditor
ultimately resolves the dispute by awarding to Caliper $300 of the $500
contested, then the costs and expenses of arbitration will be allocated 60%
(i.e., 300 ÷ 500) to Taconic and 40% (i.e., 200 ÷ 500) to Caliper.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  3


1.6           Post-Closing
Adjustment Payment.  (a)   If, after taking into account any required adjustments, the Final
Purchase Price is greater than the Estimated Purchase Price (the amount of such
difference, a Payment Shortfall), then Taconic shall, within five (5) business
days of the final determination of the Final Purchase Price, pay the Payment
Shortfall to Caliper.  (b)   If, after taking into account any required adjustments, the Final
Purchase Price is less than the Estimated Purchase Price (the amount of such
difference, an Excess Payment), then Caliper shall, within five (5) business
days of the final determination of the Final Purchase Price, pay the Excess
Payment to Taconic.  1.7Tax Withholding.Taconic will be
entitled to deduct and withhold from the consideration otherwise payable
pursuant to this Agreement to any person or entity such amounts as Taconic
determines it is required to deduct and withhold with respect to the making of
such payment under the Code or any other provision of state, local or foreign
Tax Law.  To the extent that amounts are
so withheld, such withheld amounts will be treated for all purposes hereof as
having been paid to such person or entity in respect of which such deduction and
withholding was made.  ARTICLE 2  REPRESENTATIONS AND WARRANTIES OF CALIPER  Caliper represents and warrants to Taconic that,
except as set forth in the Disclosure Schedule delivered by Caliper to Taconic
(the Disclosure Schedule), the statements contained in this Article 2
are true and correct as of the date of the Closing, except to the extent such
representations and warranties are specifically made as of a particular date
(in which case such representations and warranties will be true and correct as
of such date).  Caliper further
represents and warrants that the statements contained in the Disclosure
Schedule are true and correct as of the date of the Closing.  The Disclosure Schedule shall be arranged in
sections and subsections corresponding to the numbered and lettered sections
and subsections contained in this Article 2.The
disclosures in any section or subsection of the Disclosure Schedule will
qualify other sections or subsections in this Article 2 only if it is
reasonably clear from a reading of the disclosure that such disclosure is
applicable to such other sections and subsections and the relationship between
the disclosure and the related section and subsections is reasonably clear.  2.1           Organization
of the Company.  The Company is a
corporation duly organized, validly existing and in good standing under the
Laws of Ohio. The Company has the corporate power to own its properties and to
carry on its business as currently conducted. The Company is duly qualified or
licensed to do business and in good standing as a foreign corporation (if
applicable) in each jurisdiction in which it conducts business,except where the failure to be so
qualified, licensed or in good standing, individually or in the aggregate, has
not had and would not reasonably be expected to have a Company Material Adverse
Effect. Caliper has delivered to Taconic (i) a true and correct copy of
the Companys certificate of incorporation and bylaws (collectively, the Company
Charter Documents) and (ii) a true and correct copy of the minutes of
meetings and other actions of the board of directors, including any committees
of the board of directors, and the stockholder of the Company (acting in its
capacity as such) since the  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  4


Acquisition Date, which reflect all actions of such stockholder (acting
in its capacity as such), the board of directors and any committees of the
board of directors of the Company up to the date hereof and are in full force
and effect on the date hereof. Section 2.1 of the Disclosure
Schedule lists the directors
and officers of the Company. The operations now being conducted by the Company
are not now and, since January 1, 2001, have not been conducted by the
Company under any other name. The Company is not in violation of any of the
provisions of the Company Charter Documents.  2.2           Company
Capital Structure.  (a)   The authorized capital stock of the Company consists of 750,000
shares of common stock, no par value (Common Stock).  The Company has 1,000 shares of Common Stock
outstanding, and all outstanding shares of capital stock of the Company are
owned, of record and beneficially, by Xenogen, which is a direct wholly owned
subsidiary of CLS. The Shares are duly authorized, validly issued, fully paid
and non-assessable and not subject to preemptive rights created by statute, the
Company Charter Documents, or any agreement to which the Company or Caliper is
a party or by which either the Company or Caliper is bound. Since at least January 1,
2001, the Company has not repurchased any shares of its capital stock. There
are no declared or accrued but unpaid dividends with respect to any shares of
Common Stock.  (b)   The Company has not, since the Acquisition Date, authorized or
issued any Common Stock, and there are not, and have not been since the
Acquisition Date, any options, warrants, calls, rights, commitments or
agreements of any character, written or oral, to which Caliper or any of its
Subsidiaries, including the Company (each a Caliper Company), is a
party or by which it is bound, obligating any such entity to issue, deliver,
sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased
or redeemed, any shares of the capital stock of the Company or obligating the
Company to grant any such option, warrant, call, right, commitment or
agreement. There are not, and since the Acquisition Date have not been, any
outstanding or authorized stock appreciation, stock unit, phantom stock, profit
participation or other similar rights with respect to the Company. There are no
voting trusts, proxies, or other agreements or understandings with respect to
the voting stock of the Company. Upon the consummation of the Closing, Taconic
will be the sole record and beneficial holder of the Shares and all rights to acquire
or receive any Shares.  2.3           Subsidiaries.  The Company does not have, and since the
Acquisition Date never had, any Subsidiaries and does not otherwise own any
shares of capital stock or any interest in, or control, directly or indirectly,
any other corporation, partnership, association, joint venture or other
business entity or have any ongoing obligation to purchase any shares of
capital stock with respect thereto. Any other documents required by applicable
Law to be filed with the competent commercial register or other comparable
authorities have been completed and duly and timely filed,except where the failure to file any such
documents, individually or in the aggregate, has not had and would not
reasonably be expected to have a Company Material Adverse Effect. The Company
does not have any permanent establishments, branches, agencies or similar
affiliates.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  5


2.4           Authority.  (a)   Caliper has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Caliper, and no further action is required on
the part of Caliper or the Company to authorize this Agreement and the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Caliper and, assuming the due authorization, execution and delivery
by the other parties hereto, constitutes the valid and binding obligation of
Caliper, enforceable against Caliper in accordance with its terms, except as
such enforceability may be subject to the Laws of general application relating
to bankruptcy, insolvency and the relief of debtors and rules of Law
governing specific performance, injunctive relief or other equitable remedies.  (b)   The Board of Directors of each of CLS and Xenogen has unanimously
approved this Agreement and the transactions contemplated by this Agreement.  2.5           No
Conflict.  The execution and delivery
by Caliper of this Agreement, and the consummation of the transactions
contemplated hereby, will not conflict with or result in any violation of or
default under (with or without notice or lapse of time, or both) or give rise
to a right of termination, cancellation, modification or acceleration of any
obligation, payment of any benefit, or loss of any benefit (any such event, a Conflict)
under (i) any provision of the Company Charter Documents; (ii) except
as set forth in Section 2.5 of the Disclosure Schedule, any mortgage,
indenture, lease, contract (whether written or oral), covenant or other
agreement, instrument or commitment, permit, concession, franchise or license
(each a Contract and collectively the Contracts) to which any
Caliper Company, or any of its respective properties or assets (whether
tangible or intangible) is a party or, as the case may be, subject; or (iii) any
Law applicable to any Caliper Company, or any of its respective properties
(whether tangible or intangible) or assets.. As a result of the consummation of
the transactions contemplated by this Agreement, the Company will not be
prohibited from exercising any of its rights under any of the Contracts to which
it is a party or a sublicensee, and Taconic will not be required to pay any
additional amounts or consideration other than ongoing fees, royalties or
payments, which the Company would otherwise be required to pay pursuant to the
terms of such Contracts had the transactions contemplated by this Agreement not
occurred, except as may be required in connection with obtaining rights to use
the Specified Third Party Intellectual Property..  2.6           Governmental
Consents.  Except as set forth in Section 2.6
of the Disclosure Schedule, no consent, waiver, approval, order or
authorization of, or registration, declaration or filing with any court,
administrative agency or commission or other federal, state, county, local or
foreign governmental authority, instrumentality, agency or commission (each, a Governmental
Entity), is required by or with respect to the Company in connection with
the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.  2.7           Company
Financial Statements.  (a)   Section 2.7(a) of the Disclosure Schedule sets
forth (i) the Companys unaudited 
balance sheets as of December 31, 2007 and December 31, 2008,
and the related unaudited  statements of
income for each fiscal year then ended and (ii) the Companys
unaudited  balance sheets as of the end
of each calendar month since December 31, 2008, and  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  6


the related unaudited statement of income for
each of the calendar months then ended, together with the equivalent financial
statements in the prior fiscal year (all of the foregoing financial statements
of the Company and any notes thereto are hereinafter collectively referred to
as the Financial Statements). The Financial Statements are true and
correct in all material respects and have been prepared in all material
respects in accordance with GAAP consistently applied on a basis consistent
throughout the periods indicated and consistent with each other. The Financial
Statements present fairly, in all material respects, the financial condition
and operating results of the Company as of the dates and during the periods
indicated therein, subject to normal year-end adjustments in the case of
interim Financial Statements, which are not material in amount. Caliper maintains
with respect to the Company a standard system of accounting established and
administered in accordance with GAAP. The Companys unaudited consolidated
balance sheet as of November 30, 2009, is referred to hereinafter as the Current
Balance Sheet.  (b)   The Company maintains a system of internal accounting controls and
procedures, which internal accounting controls and procedures are sufficient to
provide reasonable assurance that (i) transactions by the Company are
executed with managements authorization, (ii) transactions by the Company
are recorded as necessary to permit preparation of financial statements in
accordance with GAAP and to maintain accountability for assets, (iii) access
to assets of the Company is permitted only in accordance with managements
authorization, and (iv) the recorded accountability for assets of the
Company is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Caliper has not
identified or been made aware of (A) any significant deficiency or
material weakness in the system of internal accounting controls utilized by it
that may affect the Financial Statements, (B) any fraud, whether or not
material, that involves the employees of the Company or (C) any claim or
allegation regarding any of the foregoing.  2.8           No
Undisclosed Liabilities.  Except as
set forth in Section 2.8 of the Disclosure Schedule, the Company does not
have any obligation, expense, claim, deficiency, guaranty or endorsement of any
type, including any inter-company items, whether accrued, absolute, contingent,
matured, unmatured or other (whether or not required to be reflected in
financial statements in accordance with GAAP), except liabilities which
individually or in the aggregate (i) have been reflected in the Current
Balance Sheet or disclosed in the notes thereto (to the extent of such
reflection or disclosure), (ii) have arisen in the Ordinary Course of
Business since the date of the Current Balance Sheet, or (iii) are
executory non-material obligations arising in the Ordinary Course of Business
(and not as a result of the breach of any Contract identified in Sections 2.13
or 2.15 hereof).  2.9           No
Changes.  Except as set forth in Section 2.9
of the Disclosure Schedule, since the date of the Current Balance Sheet, there
has or have not been, occurred or arisen any:  (a)   transaction by the Company that is material to the Company, except
in the Ordinary Course of Business;  (b)   amendment or change to the Company Charter Documents;  (c)   capital expenditure or commitment by the Company exceeding $25,000 individually or $50,000 in the aggregate;  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  7


(d)   payment, discharge or satisfaction, in any amount in excess of
$10,000 in any one case, or
$25,000 in the aggregate, of any
claim or Liability, other than payment, discharge or satisfaction of claims,
liabilities and obligations in the Ordinary Course of Business or of
liabilities reflected or reserved against in the Current Balance Sheet;  (e)   destruction of, damage to, or loss of any assets (whether tangible
or intangible) of the Company with a book value in excess of $10,000 in any one
case or $25,000 in the aggregate, whether or not covered by insurance;  (f)    labor dispute or claim of wrongful discharge or other unlawful
labor practice or action with respect to the Company;  (g)   change in accounting methods or practices (including any change in
depreciation or amortization policies or rates) by the Company other than as
required by GAAP;  (h)   change in any material election in respect of Taxes, adoption or
change in any material accounting method in respect of Taxes, material
agreement or settlement of any claim or assessment in respect of Taxes, or
extension or waiver of the limitation period applicable to any claim or
assessment in respect of Taxes;  (i)    revaluation by the Company of any of its assets (whether tangible
or intangible);  (j)    declaration, setting aside or payment of a dividend or other
distribution (whether in cash, stock or property) in respect of any capital
stock of the Company, or any split, combination or reclassification in respect
of any shares of capital stock of the Company, or any issuance or authorization
of any issuance of any other securities in respect of, in lieu of or in substitution
for shares of capital stock of the Company, or any direct or indirect
repurchase, redemption or other acquisition by the Company of any shares of
capital stock of the Company (or options, warrants or other rights convertible
into, exercisable or exchangeable therefor);  (k)   increase in the base salary or other compensation payable or to
become payable by the Company to any Company Personnel, or the declaration,
payment, commitment or obligation of any kind for the payment by the Company of
a severance payment, termination payment, bonus or other additional salary or
compensation to any such person;  (l)    entering into of any material Contract to which the Company is a
party or by which the Company, any of its assets (whether tangible or
intangible) are bound or any termination, extension, material amendment or
modification of the terms of any material Contract to which the Company is a
party or by which it or any of its assets are bound;  (m)  sale, lease, license or other disposition of any of the material
assets (whether tangible or intangible) or material properties of the Company
taken as a whole, including the sale of any accounts receivable of the Company,
or any creation of any security interest in any such material assets or
material properties;  (n)   outstanding loan by the Company to any person or entity, incurring
by the Company of any Indebtedness, guaranteeing by the Company of any
Indebtedness, issuance or sale of any debt securities of the Company or
guaranteeing of any debt securities of others,  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  8


except for advances to Company Personnel for
travel and business expenses in the Ordinary Course of Business;  (o)   granting of any waiver or release by the Company of any right or
claim material to the Company, including any write-off or other compromise of
any account receivable of the Company exceeding $5,000 individually or $25,000
in the aggregate;  (p)   commencement, settlement, notice or, to the Knowledge of Caliper,
threat, of any lawsuit or proceeding or other investigation against the
Company;  (q)   notice of any claim or potential claim of ownership by any person
other than the Company of the intellectual property owned, developed or created
by the Company or of any claim or potential claim of infringement by the
Company of any other persons intellectual property;  (r)    issuance or sale, or contract to issue or sell, by the Company of
any Shares or any securities convertible into, or exercisable or exchangeable
for, Shares, or any securities, warrants, options or rights to purchase any of
the foregoing, except for issuances of Shares upon the exercise thereof;  (s)   (i) sale or license by the Company of any Company
Intellectual Property or execution of any agreement with respect to any Company
Intellectual Property, (ii) purchase or license by the Company of any
Intellectual Property or execution of any agreement with respect to the
Intellectual Property of any person or entity, (iii) agreement by the
Company with respect to the development of any Intellectual Property with a
third party, or (iv) material change in pricing or royalties set or
charged by the Company to their customers or licensees or in pricing or
royalties set or charged by persons who have licensed Intellectual Property to
the Company, except in the case of clause (i) or (ii), with respect to
non-exclusive end user licenses of object code in the Ordinary Course of
Business and on the Companys standard terms and conditions;  (t)    agreement or material modification to any agreement pursuant to
which any other party was granted marketing, distribution, development or
similar rights of any type or scope with respect to any products or technology
of the Company;  (u)   event or condition of any character that has had or is reasonably
likely to have a Company Material Adverse Effect; or  (v)   agreement by the Company, or any officer or employee on behalf of
the Company, to do any of the things described in the preceding clauses (a) through
(u) of this Section 2.9.  2.10         Tax
Matters,  (a)   The Company has filed all material Tax Returns that it was
required to file under applicable Tax Laws and such Tax Returns were true,
correct and complete in all material respects and were prepared in compliance
in all material respects with all applicable Tax Laws.  All Taxes required to be paid by the Company
have been timely paid, whether or not shown on any Tax Return, except for any
Taxes for which there have been proper accruals under GAAP and are reserved on
the Current Balance Sheet.  The Company
is not currently the beneficiary of any extension of time within which to file
any Tax Return.  Since January 1,
2005, no claim  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  9


has been made by a Governmental Entity in a
jurisdiction in which the Company does not file Tax Returns that the Company is
or may be subject to taxation by that jurisdiction and to Calipers Knowledge,
no such jurisdiction has any reasonable basis for such a claim.  There are no Liens for Taxes upon any of the
property or assets of the Company other than for Taxes that are not yet due and
payable or for non-material Taxes that are being contested in good faith and
for which there have been proper accruals under GAAP and are reserved for on
the Current Balance Sheet.  The Company
has not waived any statute of limitations in respect of any Taxes or agreed to
any extension of time with respect to a Tax assessment or deficiency.  (b)   Each Affiliated Group has filed all material Tax Returns that it
was required to file under applicable Tax Laws for each taxable period during
which the Company was a member of such Affiliated Group.  All such Tax Returns were true, correct and
complete in all material respects and were prepared in compliance with all
applicable Tax Laws.  All Taxes required
to be paid by any Affiliated Group have been timely paid for each taxable
period during which the Company was a member of such Affiliated Group, whether
or not shown on any Tax Return, except for any Taxes for which there have been
proper accruals under GAAP and are reserved on the Current Balance Sheet.  To the Knowledge of Caliper, no Governmental
Entity is expected to assess any additional Taxes against any Affiliated Group
for any taxable period during which the Company was a member of such Affiliated
Group.  There is no dispute or claim
concerning any Tax Liability of any Affiliated Group for any taxable period
during which the Company was a member of such Affiliated Group either (i) claimed
or raised by any Governmental Entity in writing or (ii) as to which Caliper
has Knowledge based upon personal contact with any agent of such Governmental
Entity.  No Affiliated Group has waived
any statute of limitations in respect of any Taxes or agreed to any extension
of time with respect to any Tax assessment or deficiency, in each case for any
taxable period during which the Company was a member of such Affiliated Group.  (c)   The Company has complied
in all material respects with all applicable Laws, rules and regulations
relating to the payment and withholding of Taxes (including without limitation
amounts paid or owing to any employee, independent contractor, creditor,
stockholder, foreign person or entity, or other third party). The Company has,
within the time and the manner prescribed by Law, withheld and paid over to the
proper Governmental Entities all amounts required to be so withheld and paid
over under applicable Laws, and all Tax Returns or other forms required to be
filed with respect thereto have been properly completed and timely filed.  (d)Section 2.10(d)of the Disclosure Schedule (i) lists all
federal, state, local, and foreign jurisdictions to which any Tax is properly
payable by or with respect to either the Company (ii) lists the type of
Tax or Taxes payable in such jurisdiction, (iii) lists all Tax Returns
filed by, on behalf of or with respect to the Company in each such jurisdiction
for each taxable period ended on or after January 1, 2005, (iv) indicates
those Tax Returns that have been audited or are currently the subject of audit,
and (v) lists any written document received by the Company from any
Governmental Entity indicating an intent to open an audit or other review,
requesting information related to Tax matters, or providing notice of
deficiency or of proposed adjustment for any amount of Tax.  The Company has delivered or caused to be
delivered to Taconic true, correct and complete copies of all Tax Returns filed
with respect to  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  10


the Company and all federal, state, local, and
foreign examination reports or statements of deficiencies assessed against or
agreed to by the Company received since January 1, 2005.  (e)The Company is not a party to any agreement, contract, arrangement, or
plan that has resulted or could result, separately or in the aggregate, in the
payment of (i) any excess parachute payment within the meaning of Section 280G
of the Code (or any corresponding provision of state, local, or foreign Tax
Law) or (ii) any amount for which a deduction would be disallowed or
deferred under Section 162 or Section 404 of the Code (or any
corresponding provision of state, local, or foreign Tax Law).  (f)The Company has never been a United States real property holding
corporation within the meaning of Section 897(c)(1)(A)(ii) of the
Code.  (g)The Company is not a party to or member of any joint venture,
partnership, limited liability company or other arrangement or contract with
any third party which could be treated as a partnership for federal income tax
purposes.  The Company is not a party to
or bound by any Tax allocation or sharing agreement.  Since January 1, 2001, the Company has
never been a member of a group filing a consolidated federal income Tax Return
or a combined, consolidated, unitary or other affiliated group Tax Return for
state, local or foreign Tax purposes (other than a group the only member of
which is the Company or a group the common parent of which was either CLS or
Xenogen), and the Company does not have any Liability for the Taxes of any
person or entity as a consequence of being a member of a group filing a
consolidated federal income Tax Return or a combined, consolidated, unitary or
other affiliated group Tax Return for state, local or foreign Tax purposes
prior to January 1, 2001.  The
Company does not have any Liability for the Taxes of any person or entity
(other than the Caliper Companies) under Treasury Regulation Section 1.1502-6
(or any corresponding provision of state, local or foreign Tax Law), or as a
transferee or successor, or by contract, or otherwise.  (h)Section 2.10(h)of the Disclosure Schedule sets forth the
following information with respect to the Company as of the most recent
practicable date: (i) the Tax basis of each asset held by the Company; (ii) the
amount of any net operating loss carryover, net capital loss carryover, unused
investment or other credit, unused foreign tax credit, or excess charitable
contribution allocable to the Company, as allowable under the Code, and after
application, as applicable, of Treasury Regulations under Section 1502 of
the Code, including without limitation Treasury Regulation Section 1.1502-21
(or any similar provisions of applicable state, local, or foreign Law); and (iii) the
amount of any deferred gain or loss allocable to the Company arising out of any
intercompany transaction.  (i)    The
unpaid Taxes of the Company (whether currently accrued or accruing prior to the
Closing Date, as applicable) (i) did not, as of November 30, 2009, exceed the reserve for Tax
Liability (excluding any reserve for deferred Taxes established to reflect
timing differences between book and Tax income) set forth on the face of the
Current Balance Sheet (rather than in any notes thereto) and (ii) do not
exceed that reserve as adjusted for the passage of time through the Closing
Date in accordance with the past custom and practice of the Company in filing
its Tax Returns.  Since November 30,
2009, the Company has not
incurred any Liability for Taxes accruing after such date other than unpaid
Taxes arising in the Ordinary Course of Business.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  11


(j)The Company has not made any change in accounting
methods or related-party transaction pricing, or received a ruling from any
Governmental Entity or signed an agreement with respect thereto, with respect
to any Tax year.  The Company is not
required to include in income any adjustment pursuant to Section 481(a) of
the Code by reason of any change in accounting method, pursuant to Section 482
of the Code by reason of any adjustment to pricing among related parties, or
pursuant to any similar provisions of applicable state, local, or foreign Law
by reason of changes in accounting method or adjustments to pricing among
related parties; nor has any Governmental Entity proposed any such change of
accounting method or adjustment to related-party pricing.  The Company will not be required to include
any item of income in, or exclude any item of deduction from, taxable income
for any taxable period (or portion thereof) as a result of any: (i) closing
agreement as described in Section 7121 of the Code (or any corresponding
or similar provision of state, local, or foreign Law) executed on or prior to
the Closing Date; (ii) intercompany transaction or excess loss account
described in the Treasury Regulations under Section 1502 of the Code (or
any corresponding or similar provision of state, local, or foreign Law); (iii) installment
sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid
amount received on or prior to the Closing Date.  No indebtedness of the Company constitutes corporate
acquisition indebtedness within the meaning of Section 279(b) of the
Code (ignoring for this purpose Section 279(b)(4) of the Code).  The Company has not distributed stock of
another person or entity, or has had its stock distributed by another person or
entity, in a transaction that was purported or intended to be governed in whole
or in part by Sections 355 or 361 of the Code.  (k)      The Company does not own, directly or
indirectly, any interests in an entity that has been or would be treated as a passive
foreign investment company within the meaning of Section 1297 of the Code
or as a controlled foreign corporation within the meaning of Section 957
of the Code.  The Company has not filed a
consent under Section 341(f) of the Code (as in effect prior to
Public Law 108-27) concerning collapsible corporations, and Section 341(f)(2) of
the Code (as in effect prior to Public Law 108-27) does not apply to any assets
of the Company.  No power of attorney
with respect to the Company with respect to any matter relating to Taxes is
currently in effect.  Except as set forth
in Section 2.10(k) of the Disclosure Schedule, noelection under Section 108,
441 or 1017 of the Code has been made by or with respect to the Company.  (l)       The Company is in full compliance with
all terms and conditions of any Tax exemption, Tax holiday or other Tax
reduction agreement or order of a Governmental Entity, and the consummation of
the transactions contemplated by this Agreement will not have any adverse
effect on the continued validity and effectiveness of any such Tax exemption,
Tax holiday or other Tax reduction agreement or order.  The Company has no cash or other assets that
has been or may be delivered to a Governmental Entity (or public official
thereof) pursuant to any applicable abandoned property, escheat or similar Law.  (m)     Since at least January 1, 2005, the
Company has not taken any deduction or received any Tax benefit arising with
respect to any reportable transaction as defined in Section 6707A(c) of
the Code (or any corresponding provision of state, local or foreign Tax
Law).  Each position on any federal or
state income Tax Return that relates to the Company and  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  12


that could give rise to a
substantial understatement penalty under Section 6662 of the Code has been
adequately disclosed on such Tax Return.  (n)      For purposes of this Section 2.10,
any reference to the Company shall be deemed to include the Company and any
entity that merged or was liquidated into the Company.  2.11         Restrictions
on Business Activities.  There is no
agreement (non-competition or otherwise), commitment, judgment, injunction,
order or decree to which the Company is a party or that is otherwise binding
upon the Company that has or may reasonably be expected to have the effect of
prohibiting or impairing any present business practice of the Company, any
acquisition of property (tangible or intangible) by the Company, the conduct of
business by the Company, or otherwise limiting the freedom of the Company to
engage in any line of business or to compete with any person, except for
license agreements entered into by the Company in the Ordinary Course of
Business that limit the Companys use of licensed technology to a defined field
of use. Without limiting the generality of the foregoing, and except for such
license agreements, the Company has not entered into any agreement under which
the Company is restricted from selling, licensing or otherwise distributing any
of its technology or products or from providing services to customers or
potential customers in any geographic area, during any period of time or in any
segment of the market.  2.12         Title
to Properties; Absence of Liens and Encumbrances; Condition of Equipment.  (a)      The Company does not own any real
property, nor has the Company ever owned any real property.  Section 2.12(a) of the
Disclosure Schedule sets forth a list of all real property currently leased by
the Company or otherwise used or occupied by the Company for the operation of
the Companys businesses (the Leased Real Property), together with the
name of the lessor, the date of the lease and each amendment thereto and, with
respect to any current lease, the aggregate annual rental payable under any
such lease. All such current leases are in full force and effect, are valid and
effective in accordance with their respective terms, and there is not, under
any of such leases, any existing default or event of default (or event which
with notice or lapse of time, or both, would constitute a default) by the
Company or, to the Knowledge of Caliper, by any other party thereto.  (b)      Caliper has delivered to Taconic true,
correct and complete copies of all leases, lease guaranties, subleases,
agreements for the leasing, use or occupancy of, or otherwise granting a right
in or relating to the Leased Real Property, including all amendments,
terminations and modifications thereof (the Lease Agreements); and
there are no other Lease Agreements affecting the Leased Real Property or to
which the Company is bound.  The Company
has not received any notice of a default, alleged failure to perform, or any
offset or counterclaim with respect to any such Lease Agreement, which has not
been fully remedied and withdrawn.  The
consummation of the transactions contemplated by this Agreement will not affect
the enforceability against any person of any such Lease Agreement or the rights
of the Company to the continued use and possession of the Leased Real Property
for the conduct of business as presently conducted.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  13


(c)      The Leased Real Property and any
improvements thereon (i) are in good operating condition and repair, (ii) to
the Knowledge of the Caliper, are free from structural, physical and mechanical
defects, (iii) are maintained in a manner consistent with standards
generally followed with respect to similar properties, and (iv) to the
Knowledge of Caliper, are structurally sufficient and otherwise suitable for
the conduct of the business of the Company as presently conducted.  (d)      The Company has good and valid title to,
or, in the case of leased properties and assets, valid leasehold interests in,
all of its tangible properties and assets, real, personal and mixed, used or
held for use in its business, free and clear of any judgments or Liens, except (i) as
reflected in the Current Balance Sheet or the notes thereto, (ii) Liens
for Taxes, assessments and similar charges which are not yet due and payable,
or non-material items that are being contested in good faith, (iii) Liens
securing Indebtedness of the Company and its Affiliates owing to Silicon Valley
Bank, which Liens will be released as of the Closing, and (iv) such
imperfections of title and encumbrances, if any, that do not materially detract
from the value or materially interfere with the present use of the property
subject thereto or affected thereby.  (e)      Section 2.12(e) of the
Disclosure Schedule lists all items of equipment (the Equipment) with
a book value in excess of $5,000 and
owned or leased by the Company, and such Equipment is (i) adequate for the
conduct of the business of the Company as currently conducted, and (ii) in
good operating condition, regularly and properly maintained, subject to normal
wear and tear.  (f)       The Company has the valid right to use,
unrestricted by contract or statute, all customer lists, customer contact
information, customer correspondence and customer licensing and purchasing
histories relating to the Companys current and former customers.  (g)      All improvements on the Leased Real
Property (i) substantially conform to all applicable Laws, including
zoning and building ordinances and health and safety ordinances, and such
Leased Real Property is zoned for the various purposes for which the leased
Real Property and improvements thereon are presently being used, and (ii) are
adequate and sufficient for the operation of the business of the Company as
presently conducted.  The Company has not
received notice from any Governmental Entity or lessor requiring material work
to be done or material improvements to be made upon any of the Leased Real
Property and, to the Knowledge of Caliper, no such work or improvements has
been or will be requested by any other person.  2.13         Intellectual
Property.  (a)      Section 2.13(a) of the
Disclosure Schedule sets forth a complete and accurate list of each and every
agreement relating to LicensedIn Intellectual Property (excluding software and
databases licensed to the Company under standard non-exclusive software
licenses granted to end-user customers by third parties in the ordinary course
of such third parties business) and Licensed-Out Intellectual Property
(collectively, Licensed Company Intellectual Property), in each case
specifying the parties to the agreement. 
[***] there are [***] regarding the scope of [***], or with respect to [***].All agreements
relating to the Licensed Company Intellectual Property are in full force and
effect and will be in full  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  14


force and effect immediately
after the Closing, and the Company will be entitled to the full benefit
thereof.  (b)      Section 2.13(b) of the
Disclosure Schedule sets forth the following Owned Company Intellectual
Property Right: (i) all registered Trademarks and material unregistered
Trademarks; (ii) all Patents and (iii) all registered Copyrights, and
all applications for any of the foregoing, in each case listing, as applicable,
(A) the name of the applicant/registrant and current owner, (B) the
jurisdiction where the application/registration is located and (C) the
application or registration number. All of the Owned Company Intellectual
Property is valid and subsisting. All logbooks, documents and records
supporting the creation and ownership of Intellectual Property have been confidentially
retained by the Company.  All necessary
documents and certificates in connection with such Owned Company Intellectual
Property have been filed with the relevant patent, copyright, trademark or
other authorities in the United States or elsewhere in the world, as the case
may be, for the purposes of perfecting, prosecuting and maintaining such Owned
Company Intellectual Property.  There are
no actions that must be taken by the Company within 150 days of the date of
this Agreement, including the payment of any registration, maintenance or
renewal fees or the filing of any responses to Governmental Entity office
actions, documents, applications or certificates for the purposes of obtaining,
maintaining, perfecting or preserving or renewing any Owned Company
Intellectual Property.  (c)      Section 2.13(c) of the
Disclosure Schedule contain, respectively, a complete and accurate list of all
products and services marketed by the Company in the year preceding the date
hereof (the Company Products and Services).  (d)      There are no Domain Name registrations
owned by the Company.  (e)      In each case in which the Company has
acquired ownership of any Trademark, Copyright, or Patent currently included in
the Owned Company Intellectual Property from another person (each of which are
identified in Section 2.13(b) of the Disclosure Schedule), the
Company has obtained a valid and enforceable assignment sufficient to
irrevocably transfer all rights in and to all such Intellectual Property to the
Company has, in the case of a Patent, Trademark or registered Copyright,
recorded or had recorded each such assignment with the U.S. Patent and
Trademark Office, the U.S. Copyright Office, or their respective equivalents in
the applicable jurisdiction, in each case in accordance with applicable Laws.  (f)       The Company Intellectual Property is
sufficient for the conduct of the business of the Company as it is currently
conducted, except that Taconic acknowledges that (i) Taconic will need the
third party intellectual property specified in Section 2.13(f) of the
Disclosure Schedule in order to conduct portions of the light producing
transgenic animal or in vivo imaging
business (the Specified Third Party Intellectual Property) and (ii) the
nature of the Companys business is such that additional license rights to cell
lines, reagents or other technologies may be required from time to time in the
future, depending on the types of services performed by the Company after the
date hereof (it being understood and represented that no such license rights
are currently required in the conduct of the business of the Company as
presently conducted, except for the Specified Third Party Intellectual
Property). The Company Intellectual Property, together with the Intellectual
Property to be licensed to the Company by Caliper effective as of the Closing
(which licenses to Intellectual Property are described in  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  15


Sections 5.1(c), 5.2(d) and
5.2(e)) constitutes all Intellectual Property and Intellectual Property Rights
used by the Company in its business, except for the Specified Third Party
Intellectual Property).  (g)      The Company owns all right, title and
interest in the Owned Company Intellectual Property, free and clear of all
Liens other than encumbrances, restrictions or other obligations expressly set
forth in any of the Licensed Company Intellectual Property, except as set forth
in Section 2.13(g) of the Disclosure Schedule. All Owned Company
Intellectual Property was created solely by either (i) employees of the
Company acting within the scope of their employment or (ii) by third
parties who have validly and irrevocably assigned all of their rights therein
to the Company, and no third party owns or has any rights to any of the Owned
Company Intellectual Property. No Company Personnel owns or has a license to
any Company Intellectual Property.  (h)      The Company has taken reasonable and
appropriate steps to protect and preserve the confidentiality of any trade
secrets that comprise any part of the Company Intellectual Property, and, to
the Knowledge of Caliper, there have not occurred any unauthorized uses,
disclosures or infringements of any such trade secrets by any person. All use
and disclosure by the Company of Trade Secrets owned by another person have
been pursuant to the terms of a written agreement with such person or was
otherwise lawful. Without limiting the foregoing, the Company has a valid
confidentiality and assignment agreement, substantially in the Companys
standard form previously delivered to Taconic, in place with each employee and
contractor who has ever created Intellectual Property, except for any failure
to have such an agreement in place that has not had and would not reasonably be
expected to have a Company Material Adverse Effect. To the extent necessary,
since January 1, 2001, the Company has enforced such agreements.  (i)       Except as set forth in Section 2.13(i) of
the Disclosure Schedule, none of the Companys Products and Services, nor any
other operation of the Companys business, has infringed upon or otherwise
violated, or is infringing upon or otherwise violating, in any respect the
Intellectual Property Rights of any third party.  To the Knowledge of Caliper as of the date
hereof, no person or any of such persons products or services or other
operation of such persons business is infringing upon or otherwise violating
any Company Intellectual Property.  (j)       There is no suit, claim, action,
investigation or proceeding made, conducted or brought by a third party that
has been served upon or, to the Knowledge of Caliper, filed or threatened with
respect to, and the Company has not been notified in writing of, any alleged
infringement or other violation by the Company or any of the Companys Products
and Services or other operation of the Companys business of the Intellectual
Property Rights of such third party, except as set forth in Section 2.13(j) of
the Disclosure Schedule.  To the
Knowledge of Caliper, there is no pending or threatened claim challenging the
validity or enforceability of, or contesting the Companys rights with respect
to, any of the Company Intellectual Property. 
The Company has not received any opinion of counsel regarding (i) any
potential allegation of infringement, (ii) the application of any Patent
to the Company Products and Services, or (iii) the operation of the
Companys business. The Company is not subject to any order of any Governmental
Entity that restricts or impairs the use, transfer or licensing of any Company
Intellectual Property.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  16


(k)      The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby
(including the Transaction) will not result in (i) the Company granting to
any third party or to a Caliper Company any rights or licenses to any
Intellectual Property or Intellectual Property Rights, (ii) any right of
termination or cancellation under any Licensed Company Intellectual Property, (iii) the
imposition of any Lien on any Owned Company Intellectual Property, or (iv) after
the Transaction, Taconic, the Company or any of Taconics other Subsidiaries
being required, under the terms of any agreement to which the Company is a
party, to grant any third party or a Caliper Company any rights or licenses to
any of Taconics or any of its Subsidiaries Intellectual Property or
Intellectual Property Rights or to pay any royalties or other amounts in excess
of those that would have, in any event, been payable by the Company had the
transactions contemplated by this Agreement not occurred. Section 2.13(k) of
the Disclosure Schedule contains a complete and accurate list as of the date
hereof of all open source software that is used by the Company in connection
with the Companys business or incorporated in or used in connection with any
of the Companys Products and Services. To the Knowledge of Caliper, the
Company has not violated any license related to any open source software used
by the Company.  (l)       None of the proprietary or confidential
information related to Company Products and Services or trade secrets included
within Company Intellectual Property have been published or disclosed by the
Company, except to its employees or advisers or pursuant to non-disclosure
agreements, or, to the Knowledge of Caliper, by any other person except as
authorized by the Company under a non-disclosure agreement enforceable by the
Company.  (m)     The Companys collection and dissemination
of personal customer information in connection with their business has been
conducted in material compliance with applicable privacy policies published or
otherwise adopted by the Company and any applicable Law.  (n)      To the Knowledge of Caliper, no government
funding, facilities of a university, college, other educational institution or
research center or funding from third parties was used in the development of
any Owned Company Intellectual Property. 
To the Knowledge of Caliper, no Company Personnel who was involved in,
or who contributed to, the creation or development of any such Owned Company Intellectual
Property, has performed services for the government, university, college, or
other educational institution or research center during a period of time during
which such Company Personnel was also performing services for the Company.  (o)      If the Company has exported the Company
Products and Services, or any technical information or other technology within
its control, it has done so in material compliance with the requirements of
U.S. export Laws, as promulgated and enforced by the Bureau of Export
Administration.  2.14         Sufficiency
of Assets.  Except as set forth in Section 2.14
of the Disclosure Schedule, the assets currently owned by the Company, or which
the Company otherwise has the right to use without requirement of payment to
any Caliper Company or any third party, are sufficient for the conduct of the
Companys business as presently conducted, except that Taconic acknowledges
that (i) Taconic will need the Specified Third Party Intellectual Property
and (ii) the nature of the Companys business is such that additional
license rights to cell lines, reagents  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  17


or other technologies may be required from to time in the future,
depending on the types of services performed by the Company after the date
hereof (it being understood and represented that no such license rights are
currently required by Caliper or the Company except for the Specified Third
Party Intellectual Property).  Such
assets constitute all assets used by the Company in its business, except for
the Specified Third Party Intellectual Property.  2.15         Contracts.  Except as set forth in Section 2.15 of
the Disclosure Schedule, as of the date hereof, the Company is not a party to,
or is not bound by:  (a)      any employment or consulting Contract with
an employee or individual consultant or salesperson, or consulting or sales
Contract with a firm or other organization to provide services to the Company;  (b)      any agreement or plan, including any stock
option plan, stock appreciation rights plan, phantom stock plan or stock
purchase plan, any of the benefits of which will be increased, or the vesting
of benefits of which will be accelerated, by the occurrence of any of the
transactions contemplated by this Agreement, or the value of any of the benefits
of which will be calculated on the basis of any of the transactions
contemplated by this Agreement;  (c)      any fidelity or surety bond or completion
bond;  (d)      any lease of personal property having a
value in excess of $10,000 individually
or $25,000 in the aggregate;  (e)      any Contract relating to capital
expenditures and involving future payments in excess of $25,000 individually or
$50,000 in the aggregate;  (f)       any Contract relating to the disposition
or acquisition of assets or any interest in any business enterprise outside the
Companys Ordinary Course of Business;  (g)      any mortgage, indenture, guarantee, loan
or credit agreement, security agreement or other agreement or instrument
relating to the borrowing of money or extension of credit;  (h)      any purchase order or Contract for the
purchase of materials involving in excess of $10,000 individually or $25,000 in
the aggregate;  (i)       any dealer, distribution, joint marketing
or development Contract;  (j)       any sales representative, original
equipment manufacturer, value added, remarketer, reseller, or independent
software vendor, or other Contract for use or distribution of the Companys
products, technology or services; or  (k)      any other Contract that involves (i) annually
$10,000 individually or $25,000 in the aggregate or more and is not
cancelable without penalty within thirty (30) days, (ii) minimum purchase
commitments by the Company, (iii) ongoing service or support obligations
in excess of $10,000 individually or $25,000 in the aggregate that are not
cancelable without penalty or refund within thirty (30) days, or (iv) the
development or delivery of any customer-specified product enhancements or
upgrades.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  18


The Company does not have any cash or other
obligations to any person under or with respect to a Contract in connection
with returns, rebates, co-marketing arrangements, service level agreements,
most-favored nations undertakings, price protection mechanisms, or warranties.  2.16         No
Defaults.  The Company is in material
compliance with and has not materially breached, violated or defaulted under,
or received notice that it has materially breached, violated or defaulted
under, any of the terms or conditions of any Contract required to be disclosed
under Sections 2.13 or 2.15 hereof, nor is the Company aware of any
event that would constitute such a breach, violation or default with the lapse
of time, giving of notice or both.  Each
Contract required to be disclosed under Sections 2.13 or 2.15
hereof is in full force and effect, and the Company is not in material default
thereunder, nor to the Knowledge of Caliper is any other party to any such
Contract in material default thereunder. 
The consummation of the transactions contemplated by this Agreement will
neither violate nor result in the breach, modification, cancellation,
termination or suspension (with the lapse of time, giving of notice or both) of
any Contract required to be disclosed under Sections 2.13 or 2.15
hereof.  Except as set forth in Section 2.16
of the Disclosure Schedule, the transfer, assignment and delegation of all
rights and obligations under the Contracts required to be disclosed under Sections 2.13
or 2.15 hereof in connection with the consummation of the transactions
contemplated by this Agreement will not require the consent of any party to
such Contracts.  Following the Closing
Date, the Company will be permitted to exercise all of the Companys rights
under the Contracts required to be disclosed under Sections 2.13 or
2.15 hereof to the same extent the Company would have been able to had
the transactions contemplated by this Agreement not occurred and without being
required to pay any additional amounts or consideration other than fees,
royalties or payments which the Company would otherwise be required to pay had
such transactions contemplated hereby not occurred.  2.17         Interested
Person Transactions.  (a)      Except for intercompany transactions and
services among the Caliper Companies in the Ordinary Course of Business as
described in Section 2.17 of the Disclosure Schedule (the Intercompany
Transactions), none of Caliper Companies and none of the officers and
directors of any of the Caliper Companies, nor any ancestor, sibling,
descendant or spouse of any of such persons, or any trust, partnership,
corporation or other entity in which any of such persons has or has had an
interest, (an Interested Person), has or has had, directly or
indirectly, (i) an economic interest in any entity which furnished or
sold, or furnishes or sells, services, products or technology that the Company
furnishes or sells, or proposes to furnish or sell, or (ii) any economic
interest in any entity that purchases from or sells or furnishes to the
Company, any services, products or technology, or (iii) a beneficial
interest in any Contract to which the Company is a party, except in the case of
clause (iii) in any such persons capacity as an officer, director or
stockholder of the Company; provided, however,
that ownership of no more than five percent (5%) of the outstanding voting
stock of a private corporation, or one percent (1%) of the outstanding voting
stock of a publicly traded corporation, shall not be deemed to be an interest
in any entity for purposes of this Section 2.17.  (b)      Except for the Intercompany Transactions,
all transactions pursuant to which a Caliper Company or any of its respective
officers or directors or any Interested Person has purchased any services,
products or technology from, or sold or furnished any services,  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  19


products or technology to,
the Company have been on an arms length basis on terms no less favorable to
the Company than would be available from an unaffiliated party.  2.18         Governmental
Authorization.  Each consent,
license, permit, grant or other authorization from any Governmental Entity that
is material for the operation of the Companys business as currently conducted
has been issued or granted to the Company and is in full force and effect and
is not affected by the transactions contemplated hereby.  2.19         Litigation.  There is no action, suit, claim or proceeding
of any nature pending or, to the Knowledge of Caliper, threatened against the
Company, any of its properties (tangible or intangible) or any of its officers
or directors in their respective capacities as such.  There is no investigation, inquiry or other
proceeding pending or, to the Knowledge of Caliper, threatened against the
Company, any of its properties (tangible or intangible) or any of its officers
or directors in their respective capacities as such by or before any
Governmental Entity.  No Governmental
Entity has provided the Company with written notice challenging or questioning
the legal right of the Company to conduct its operations as conducted at that time
or as presently conducted.  2.20         Accounts
Receivable.  (a)      Caliper has delivered to Taconic a list of
all accounts receivable of the Company as of the Current Balance Sheet Date,
together with the respective range of days elapsed since each invoice.  (b)      All of the Companys accounts receivable
are bona fide, arose in the ordinary course of business and are carried at
values determined in accordance with GAAP, consistently applied, less any
reserves for doubtful accounts set forth on the Current Balance Sheet and are
collectible in full, net of related reserves. As of the Closing, no person will
have any Lien on any of the Companys accounts receivable.  No request or agreement for deduction or
discount has been made with respect to any of the Companys accounts
receivable.  2.21         Minute
Books.  The minutes of the
proceedings of meetings and written actions of the Board of Directors of the
Company since the Acquisition Date provided to Taconic are the only such
minutes of the Company as of the date of this Agreement and contain accurate
summaries of all meetings and actions by written consent of the Board of
Directors (or committees thereof) of the Company since the Acquisition Date.  2.22         Environmental
Matters.  Without limiting the
generality of any other representations and warranties contained in this Article 2:  (a)      Environmental Compliance.  The Company is currently in material
compliance with and has for the five (5) years prior to the date hereof
complied in all material respects with, and has not received any written or
oral notice or other communication asserting or alleging a violation of,
Environmental Laws or Environmental Orders. Neither the Company nor any of its
predecessors has generated, transported, stored, used, managed, manufactured,
sold, reclaimed, recycled or disposed of any Hazardous Materials, or any
product containing a Hazardous Material, except in material compliance with
Environmental Laws.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  20


(b)      Environmental Liabilities and Costs.  (i)None of the
Company or the Companys real properties, assets, equipment or facilities is
subject to any existing, pending or, to the Knowledge of Caliper, threatened,
and none of the Company nor any of its predecessors has caused or taken any
action that could result in, Liability under or relating to Environmental Laws
or Environmental Orders (including without limitation Liabilities arising out
of the manufacture, processing, distribution, use or sale of any Company
Products and Services).  (ii)Without
limiting the generality of the foregoing:  (A)          None of the Companys
or any of its predecessors current or past operations, and none of the
currently or formerly owned real properties, assets, equipment or facilities of
the Company or any of its predecessors, is related to or subject to any
investigation or evaluation by any Governmental Entity, as to whether any
Remedial Action is needed to respond to a Release or threatened Release of any
Hazardous Materials.  (B)           Caliper has no
Knowledge of any fact or circumstance that could (i) involve the Company
in any litigation or impose upon the Company any Liability under or relating to
Environmental Laws or Environmental Orders (including without limitation
Liabilities arising out of the manufacture, processing, distribution, use or
sale of any Company Products and Services), or (ii) prevent or interfere
with compliance by the Company with Environmental Laws in the future.  (C)           The Company has
filed all notices required under any Environmental Law indicating a past or
present use, management, handling, transport, recycling, reclamation,
treatment, generation, storage or Release of Hazardous Materials.  (D)          To Calipers
Knowledge, there is not now, and there was not previously, at, on, in or under
any of the real properties, assets, equipment or facilities currently owned,
leased, operated or otherwise used by the Company: (i) any treatment,
recycling, reclamation, storage or disposal of any Hazardous Materials, (ii) any
underground or above ground storage tank, surface impoundment, lagoon or other
containment facility (past or present) for the temporary or permanent storage,
treatment or disposal of Hazardous Materials (iii) any landfill or solid
waste disposal area, (iv) any asbestos-containing material except in
compliance with Environmental Law, (v) any polychlorinated  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  21


biphenyls, or (vi) any Release of Hazardous Materials which has
not been fully remediated in accordance with Environmental Law.  (E)           To Calipers Knowledge,
in relation to real properties, assets, equipment or facilities previously but
no longer owned, leased, operated or otherwise used by the Company or any of
its predecessors, there was not during or prior to the time of such ownership,
lease, operation or use, at, on, in or under any such real properties, assets,
equipment or facilities: (i) any treatment, recycling, reclamation,
storage or disposal of any Hazardous Materials, (ii) any underground or
above ground storage tank, surface impoundment, lagoon or other containment
facility (past or present) for the temporary or permanent storage, treatment or
disposal of Hazardous Materials (iii) any landfill or solid waste disposal
area, (iv) any asbestos-containing material except in compliance with Environmental
Law, (v) any polychlorinated biphenyls, or (vi) any Release of
Hazardous Materials which has not been fully remediated in accordance with
Environmental Law.  (F)           With the exception
of validly issued Environmental Permits and obligations assumed in the Companys
Ordinary Course of Business, the Company is not subject to any Environmental
Order from, or contractual or other obligation with, any Governmental Entity or
other person in respect of which the Company is required to incur any Loss
under or relating to Environmental Laws or Environmental Orders, and neither
the Company nor any of its predecessors has entered into any contractual or
other obligation with any Governmental Entity or other person pursuant to which
the Company or any of its predecessors has assumed responsibility for, either
directly or indirectly, the remediation of any condition arising from or
relating to the Release or threatened Release of Hazardous Materials.  (G)           None of the real
properties, assets, equipment or facilities currently occupied by the Company,
and to Calipers Knowledge, no real properties, assets, equipment or facilities
previously owned or leased by the Company or any of its predecessors are, and
the Company and its predecessors have not transported or arranged for
transportation (directly or indirectly) of any Hazardous Materials to any
location that, is listed or proposed for listing under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. §§ 9601, et seq., or on any similar state list, or the subject of
federal, state or local enforcement actions or investigations or Remedial
Action.  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934, as amended.  22


(H)          To Calipers
Knowledge, no action or failure to act by the Company or any of its
predecessors has occurred, and no event has occurred with respect to the
Company or any of its predecessors or their operations that has resulted in
exposure of the Companys or any of its predecessors employees or any third
parties to any amount of any Hazardous Material that may now or in the future
constitute a threat to human health or the environment or subject the Company
to Liability.  (c)   Environmental Permits.  (i)The Company
currently holds, and has for the five (5) years prior to the date hereof
held, all Environmental Permits that are material for the conduct of its
activities and businesses (including, for the avoidance of doubt, those which
relate to the generation, transportation, manufacture, disposal of, or sale of
any product containing, a Hazardous Material) as such activities and businesses
are currently being conducted, were conducted in the past, and are currently
contemplated to be conducted.  (ii)The Company is
currently in compliance in all material respects with and has for the five (5) years
prior to the date hereof complied in all material respects with, and has not
received any written or oral notice or other communication asserting or
alleging a violation with respect to, all Environmental Permits, and there are
no facts or circumstances reasonably likely to result in the revocation,
suspension or revision of any Environmental Permits.  (iii)There are no
Environmental Permits that are required to be transferred or reissued, or that
are otherwise prohibited from being transferred or reissued, as a result of the
transactions contemplated by this Agreement.  (d)   Reports and Records.  (i)Caliper has
disclosed and delivered to Taconic all material information, including without
limitation all studies, analyses, audits, assessments, reports, data and test
results, in its possession, custody or control relating to (i) the
environmental conditions of the Company at, on, in, under or about the real
properties, assets, equipment or facilities currently owned, leased, occupied,
operated, controlled, or used by the Company or any of its predecessors, and (ii) Hazardous
Materials used, managed, handled, transported, treated, generated, stored or
Released by the Company or any of its predecessors at any time in connection
with the business of the Company or any of the real properties, assets,  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  23


equipment or facilities
currently or formerly owned, leased, occupied, operated, controlled, or used by
the Company or any of its predecessors.  (ii)Except as set
forth in Section 2.22(d) of the Disclosure Schedule, there are no
Environmental Laws or Environmental Orders applicable to the Company or to the
real properties, assets, equipment or facilities or businesses of the Company
that would require the Company, Taconic or any other person to provide notice
to, to take actions to satisfy, or to obtain the approval of, any Governmental
Entity as a condition to the consummation of the transactions contemplated by
this Agreement.  The Company has complied
in all material respects with all disclosure obligations imposed by
Environmental Laws with respect to the transactions contemplated by this
Agreement.  2.23         Fees and Expenses. 
The Company has not incurred, nor will the Company incur, directly or
indirectly, any Liability for investment banking fees or for brokerage or
finders fees or agents commissions or any similar charges in connection with
this Agreement or any transaction contemplated hereby.  2.24         Employee
Benefit Plans and Compensation.  (a)   Section 2.24(a)(i) of the Disclosure Schedule
contains an accurate and complete list of each Company Employee Plan, of the
Company (or of Caliper if and to the extent it covers any Company Personnel) ,
and each agreement or employment arrangement that relates to the employment of
any employee of the Company who is not at-will employee (an Employee
Agreement).  Since January 1,
2009, neither the Company nor any of its ERISA Affiliates has made any plan or
commitment to establish, adopt or enter into any new Company Employee Plan or
Employee Agreement or to modify any Company Employee Plan or Employee
Agreement, except (i) to the extent required by Law and (ii) in
connection with renewal of Company Employee Plans for 2010 in Calipers
Ordinary Course of Business.  Section 2.24(a)(ii) of
the Disclosure Schedule sets forth a table listing the name and salary of each
employee and/or consultant of the Company.  (b)   Documents. Caliper has delivered to Taconic, or will make
available immediately upon request, (i) correct and complete copies of all
documents embodying each Company Employee Plan and each Employee Agreement,
including all amendments, summary plan descriptions, and trust documents, (ii) the
three (3) most recent annual reports (Form Series 5500 and all
schedules and financial statements attached thereto), if any, required under
ERISA for any Company Employee Plan, (iii) if any Company Employee Plan is
funded, the most recent annual and periodic accounting of such Company Employee
Plans assets, (iv) all material written agreements and contracts relating
to each Company Employee Plan, including administrative service agreements and
group insurance contracts, (v) all material communications relating to any
established or proposed Company Employee Plan that relates to any material
amendments, terminations, increases or decreases in benefits, acceleration of
payments or vesting schedules or other events that would result in any Liability
to the Company  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  24


or ERISA Affiliates, (vi) all material
correspondence to or from any Governmental Entity relating to any Company
Employee Plan, (vii) all policies pertaining to fiduciary liability insurance
covering the fiduciaries for each Company Employee Plan, (viii) discrimination
test results for each Company Employee Plan for the three (3) most recent
plan years, (ix) the most recent IRS determination letter issued with
respect to each Company Employee Plan, and (x) visa and work permit
information with respect to current Company Personnel. There is no Company
Employee Plan that is maintained in any non-U.S. jurisdiction.  (c)   Employee Plan Compliance. Each Company Employee Plan has
been established and maintained in accordance with its terms and in substantial
compliance with all applicable Laws.  The
Company and each of its ERISA Affiliates has performed all material obligations
required to be performed by them under each Company Employee Plan.  Each Company
Employee Plan intended to be qualified under Section 401(a) of the
Code has timely obtained a favorable determination letter from the IRS(or is entitled to rely on an opinion
letter issued by the Internal Revenue Service to the prototype sponsor of the
Plan), and nothing has occurred since the date of that
determination letter that could reasonably be expected to cause any such
Company Employee Plan to fail to qualify under Section 401(a) of the
Code.No prohibited transaction,
within the meaning of Section 4975 of the Code or Sections 406 and
407 of ERISA, and not otherwise exempt under Section 408 of ERISA or Section 4975
of the Code, has occurred with respect to any Company Employee Plan.  There are no material actions, suits or
claims pending or, to the Knowledge of Caliper, threatened or reasonably
anticipated (other than routine claims for benefits) against any Company
Employee Plan or against the assets of any Company Employee Plan.  Each Company Employee Plan can be amended,
terminated or otherwise discontinued in accordance with its terms, without
Liability to Taconic, the Company or any ERISA Affiliate (other than ordinary
administration expenses).  There are no
audits, inquiries or proceedings pending or to the Knowledge of Caliper or any
of its Subsidiaries or ERISA Affiliates, threatened by the IRS, U.S. Department
of Labor or any other Governmental Entity with respect to any Company Employee
Plan.  The Company and its ERISA
Affiliates are not subject to any penalty or tax with respect to any Company
Employee Plan under Section 502(i) of ERISA or Sections 4975
through 4980 of the Code, nor is any employee or former employee of the Company
subject to tax under Section 409A of the Code.  The Company and each of its ERISA Affiliates
has timely made all contributions and other payments required by and due under
the terms of each Company Employee Plan.  (d)   No Pension Plans or Welfare Plans. The Company and its
ERISA Affiliates have not ever maintained, established, sponsored, participated
in, or contributed to, any (i) employee benefit plan subject to Section 412
of the Code or Title IV of ERISA, (ii) multiemployer plan within the
meaning of Section (3)(37) of ERISA, (iii) multiple
employer plan for purposes of ERISA, or (iv) funded welfare plan within
the meaning of Section 419 of the Code. 
No Company Employee Plan provides health or disability benefits that are
not fully insured through an insurance contract, except as set forth in Section 2.24(d) of
the Disclosure Schedule.  (e)   No Post-Employment Obligations. No Company Employee Plan
provides, or reflects or represents any Liability to provide, post-termination
or retiree life insurance, health or other retiree employee welfare benefits to
any person for any reason, except as may be  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  25


required by COBRA or other applicable
statute, and neither the Company nor any of its ERISA Affiliates has ever
represented, promised or contracted (whether in oral or written form) to any
Company Personnel (either individually or to Company Personnel as a group) or
any other person that such Company Personnel or other person would be provided
with post-termination or retiree life insurance, health or other employee
welfare benefit, except to the extent required by statute.  (f)    COBRA; FMLA; HIPAA. The Company and each of its ERISA
Affiliates has, prior to the date hereof, substantially complied with the
health care continuation requirements of COBRA, Family Medical Leave Act of
1993, HIPAA, the Womens Health and Cancer Rights Act of 1998, the Newborns
and Mothers Health Protection Act of 1996 and any similar provisions of state
or foreign Law applicable to Company Personnel. 
Neither the Company nor any of its ERISA Affiliates has any material
unsatisfied obligations to any Company Personnel or qualified beneficiaries
pursuant to COBRA, HIPAA or any state or foreign Law governing health care
coverage or extension.  (g)Effect of Transaction. Except as set
forth in Section 2.24(g) of the Disclosure Schedule, the execution of
this Agreement and the consummation of the transactions contemplated hereby
will not (either alone or upon the occurrence of any additional or subsequent
events) constitute an event under any Company Employee Plan, Employee Agreement,
trust or loan that will or may result in (i) any payment (whether of
severance pay or otherwise), acceleration, forgiveness of Indebtedness,
vesting, distribution, increase in benefits or obligation to fund benefits, (ii) the
payment of any amount that may be deemed a parachute payment under Section 280G
of the Code with respect to any Company Personnel (a Section 280G
Payment) or (iii) a tax under Section 409A of the Code with
respect to any Company Personnel.  There is no contract, agreement, plan or arrangement
to which the Company or any of its ERISA Affiliates is a party or by which any
of them is bound to compensate any Company Personnel for excise taxes paid
pursuant to Section 4999 of the Code.  (h)   Employment Matters. The Company and each of its ERISA
Affiliates: (i) has complied in all material respects with all applicable
foreign, federal, state and local Laws, collective agreements, works
agreements, rules and practices respecting employment, employment
practices, terms and conditions of employment and wages and hours including,
without limitation, orders and awards relevant to terms and conditions of
service, health and safety, labor leasing, use of fixed-term contracts, supply
of temporary staff, social security filings and payments, secondment and
expiration rules, applicable requirements in respect of staff representation
and paid vacations, in each case, with respect to Company Personnel, (ii)   is not liable for any arrears of wages, taxes
or penalties for failure to comply with any of the foregoing, and (iii) is
not liable for any payment to any trust or other fund governed by or maintained
by or on behalf of any Governmental Entity, with respect to unemployment
compensation benefits, social security or other benefits or obligations for Company
Personnel (other than routine payments to be made in the normal course of
business and consistent with past practice), except for any such Liability that
would not, individually or in the aggregate, be material to the Company.  Except as set forth in Section 2.24(h) of
the Disclosure Schedule, there are no pending or, to the Knowledge of Caliper,
threatened or reasonably anticipated  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  26


claims or actions against the Company or any
of its ERISA Affiliates under any workers compensation policy or long-term
disability policy.  Neither the Company
nor any of its ERISA Affiliates has or reasonably anticipates any direct or
indirect material Liability of the Company with respect to any misclassification
of any person as an independent contractor rather than as an employee, or with
respect to any employee leased from another employer.  (i)    Labor. No work stoppage or labor strike against the
Company is pending or, to the Knowledge of Caliper, threatened or reasonably
anticipated.  Caliper does not know of
any activities or proceedings of any labor union to organize any Company
Personnel.  There are no actions, suits,
claims, labor disputes or grievances pending or, to the Knowledge of Caliper,
threatened or reasonably anticipated relating to any labor, safety or
discrimination matters involving any Company Personnel, including charges of
unfair labor practices or discrimination complaints.  The Company has not engaged in any unfair
labor practices within the meaning of the National Labor Relations Act or other
applicable similar Laws.  The Company
presently is not, nor has it been in the past, a party to, or bound by, any
collective bargaining agreement or union contract with respect to Company
Personnel, and no collective bargaining agreement is being negotiated by the
Company.  The Company is not, and has not
been, a party to any redundancy agreements (including social plans or job
protection plans).  The employment of all
Employees is at will employment.  (j)    No Interference or Conflict. To the Knowledge of Caliper,
no Company Personnel is obligated under any contract or agreement or subject to
any judgment, decree or order of any court or administrative agency that would
interfere with such persons efforts to promote the interests of the Company,
or that would, in the case of any Employee or officer, interfere with the
Companys businesses as presently conducted, or that would, in the case of any
director, interfere in the discharge of such directors fiduciary duties.  Neither the execution nor delivery of this
Agreement, nor the carrying on of the Companys businesses as presently
conducted, nor any activity of such Company Personnel in connection with the
carrying on of the Companys businesses as presently conducted, will, to the
Knowledge of Caliper, conflict with or result in a breach of the terms,
conditions or provisions of, or constitute a default under, any contract or
agreement under which any of such Company Personnel is now bound.  (k)   Certain Compensation Arrangements. Except as set forth in Section 2.24(k) of
the Disclosure Schedule, (i) there are no variable compensation plans or
practices (including bonus plans or practices) with respect to Company
Personnel, and (ii) the Company has not made any promises or other
undertakings, oral or in writing, to any Company Personnel or any third party
with respect to any such variable compensation plans or practices. The Company
has paid in full all wages, salary, severance payments, termination payments,
bonuses or other compensation payable to any Company Personnel, except to the
extent accrued in full on the Current Balance Sheet with respect to current
Employees of the Company in compliance with Law.  2.25         Insurance
and Bonds.  Section 2.25
of the Disclosure Schedule lists all insurance policies and bonds (whether
denominated as bid, litigation, performance, fidelity, AD&D, or otherwise)
covering the assets, business, equipment, properties, operations, employees,
officers and directors (in their respective capacities as such) of the
Company.  Caliper believes that such
insurance policies and bonds are upon terms that are reasonable and adequate
for and are of the  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  27


type and in amounts customarily carried by persons with businesses,
operations, properties and locales similar to those of Company.  There is no claim by the Company pending
under any of such policies or bonds.  All
potentially insurable claims have been properly tendered to the appropriate
insurance carrier in compliance with any applicable insurance policy notice
provisions.  All premiums due and payable
under all such policies and bonds have been paid, and the Company and its
Affiliates are otherwise in material compliance with the terms of such policies
and bonds (or other policies and bonds providing substantially similar
insurance coverage).  All such insurance
policies are valid and binding in accordance with their terms, except to the
extent such enforceability may be limited by the effect of any applicable
bankruptcy, reorganization, insolvency, moratorium or similar Law affecting
creditors rights generally and general principles of equity or public policy
(regardless of whether such enforceability is considered in a proceeding in
equity or at law), and are in full force and effect.  To the Knowledge of Caliper, there is no
threat of termination of, or premium increase with respect to, any of such
policies.  The bonds listed in such Schedule2.25of the Disclosure Schedulesatisfy all
material requirements for such bonds set forth in (i) any Law applicable
to the Company or its businesses and (ii) any Contract of the Company.  2.26         Compliance
with Laws.  The Company has complied
in all material respects with, is not in material violation of, and has not
received any notices of violation with respect to, foreign, federal, state or
local Laws.  Each of the Company Products
and Services does and has complied in all material respects with all applicable
Laws of each jurisdiction in which such Company Product is or has been sold
directly or indirectly by or on behalf of the Company, including, without
limitation, such Laws which pertain to: electrical safety; energy consumption
of energy using products or components; the presence (or absence) of specified
substances in electrical or electronic products, batteries or products
generally; registration or notification of chemical substances in products;
labeling of product or product packaging as respects product content or as
respects health, safety or environmental effects or attributes or as respects
required end-of-life handling or disposition of products or product packaging;
and coverage under approved scheme for end-of-life collection and return of
products or of product packaging.  2.27         Animal
Welfare.  The Company is in material
compliance with and has not materially violated the terms and provisions of
applicable Laws relating to animal care, control and testing, including, but
not limited to, animal cruelty laws and the Guide for the Care and Use of Laboratory
Animals of the U.S. Public Health Service, and all regulations promulgated
under any of the foregoing.  The Company
has not been the subject of any investigation relating to its compliance with
or  violation of any of the foregoing
laws or regulations.  2.28         Council
on Accreditation of the Association for Assessment and Accreditation of
Laboratory Animal Care Certification. 
Except as set forth Schedule 2.28
of the Disclosure Schedule, the Company has been granted full
accreditation by all applicable Federal, state and local accreditation bodies,
and the Company has not been the subject of any inspection, investigation or
decision affecting its accreditation status within the last two (2) years.  2.29         Foreign
Corrupt Practices Act.  The Company
(including any of its officers or directors) has not taken or failed to take
any action which would cause it to be in violation of the Foreign Corrupt
Practices Act of 1977, as amended, or any rules or regulations
thereunder.  Neither the Company nor, to
the Knowledge of Caliper, any third party acting on behalf of the  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  28


Company, has offered, paid, promised to pay, or authorized, or will
offer, pay, promise to pay, or authorize, directly or indirectly, the giving of
money or anything of value to any Official, or to any other person while
knowing or being aware of a high probability that all or a portion of such
money or thing of value will be offered, given or promised, directly or
indirectly, to any Official, for the purpose of: (i) influencing any act
or decision of such Official in his, her or its official capacity, including a
decision to fail to perform his, her or its official duties or functions or (ii) inducing
such Official to use his, her or its influence with any Governmental Entity to
affect or influence any act or decision of such Governmental Entity, or to
obtain an improper advantage in order to assist the Company or any third party
in obtaining or retaining business for or with, or directing business to, the
Company.  For purposes of this Agreement,
an Official shall include any appointed or elected official, any government
employee, any political party, party official, or candidate for political
office, or any officer, director or employee of any Governmental Entity.  2.30Health Profiles.  Caliper has provided
to Taconic a complete set of all current and historical data related to the
health of the animals that have been sold by the Company or are currently in
the Companys facilities and a complete set of all historical data related to
any and all tests performed or authorized by the Company to detect
disease-causing organisms at the Companys facilities (together, the Health
Data).  No event or circumstance has
occurred since the date of Taconics inspection of the Companys facilities and
evaluation of the Companys Health Data that materially affects such Health
Data, would cause the health standard for animals sold commercially to deviate
from the Taconic Restricted Flora standard or would cause an organism to be
detected by the International Health Monitoring System test specified by
Taconic, namely the IHMS-52 test. 
Restricted Flora excluded organisms that are accepted as being present
in the Companys mice include Staphyloccus aureus, Klebsiella oxytoca and
Pneumocystis carinii.  2.31         Warranties.  The Company has provided to Taconic a true
and correct copy of all warranties given by the Company with respect to the
Products and Services.  There are no
pending warranty claims against the Company that are material in amount or out
of the Ordinary Course of Business.  2.32         Complete Copies of Materials.  Caliper has delivered or made available to
Taconic true and complete copies of each document that has been requested in
writing by Taconic or its counsel or advisors (unless inapplicable) or that is
referenced in the Disclosure Schedule or any schedule to this Agreement.  2.33         Insider
Loans.  There are no outstanding
loans of any money from the Company to any of the Company Personnel or to
another Caliper Company, and none of such persons is indebted to the Company
for any amount.  2.34         Suppliers
and Customers.  No licensor, vendor,
supplier, licensee or customer of the Company within the last year has
cancelled or otherwise modified in any material adverse respect its
relationship with the Company, and no such Person has communicated (orally or
in writing) to the officers, directors or other senior managers of the Company
any intention to terminate or materially amend its Contract with the Company, and
(ii) to the Knowledge of Caliper, the consummation of the transactions
contemplated hereby will not adversely affect any of such relationships.  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  29


2.35         Privacy.  Caliper has delivered to Taconic correct and
complete copies of all written policies maintained by the Company since the
Acquisition Date with respect to privacy and personal data protection relating
to its respective employees, customers, suppliers, service providers or any
other third parties from or about whom the Company has obtained personal data (Company
Privacy Policies).  The Company has
complied in all material respects with, is not in material violation of, and
has not received any notices of violation with respect to, any applicable Laws,
contracts, Company Privacy Policies or any other commitments, obligations or
representations, concerning privacy and personal data protection relating to
their employees, customers, suppliers, service providers or any other third
parties from or about whom the Company has obtained personal data (Company
Privacy Obligations).  The Company
has full right and authority to transfer to Taconic all personal data in the
possession of the Company.  The
consummation of the transactions contemplated by this Agreement will not
violate any Company Privacy Obligation, nor require the Company to provide any
notice to, or seek any consent from, any employee, customer, supplier, service
provider or other third party under any Company Privacy Policy.  To the Knowledge of Caliper, no Company
Privacy Obligations will impose any restrictions upon Taconics ability to use,
possess, disclose or transfer such personal data in the manner the Company has
used, possessed, disclosed or transferred such or similar personal data prior to
the Closing.  The Company does not have
any notice of any claims or alleged claims that the Company has violated
Company Privacy Obligations and no governmental agency is investigating to
determine whether the Company has violated any Company Privacy Obligations.  The consummation of the transactions
contemplated by this Agreement will not violate any Company Privacy Obligation,
nor require the Company to provide any notice to, or seek any consent from, any
employee, customer, supplier, service provider or other third party under any
Company Privacy Policy.  2.36         Compliance
with the Immigration Reform and Control Act.  The Company is in material compliance with
and have not violated in any material respect the terms and provisions of
applicable Laws relating to immigration, including the Immigration Reform and
Control Act of 1986, and all related regulations promulgated thereunder
(collectively, the Immigration Laws). 
Except as set forth as in Section 2.36 of the Disclosure Schedule,
the Company has not been the subject of any inspection or investigation
relating to its compliance with or violation of the Immigration Laws.  With respect to any employee of the Company
for whom compliance with the Immigration Laws is required, the Company will
deliver to Taconic, promptly after the date of this Agreement upon written
request copies of such employees Form I-9 (Employment Eligibility
Verification Form) and copies of all other records, documents or other papers
which are retained with the Form I-9 by the Company pursuant to the
Immigration Laws.  2.37         Data
Room.  The Company has made available
to Taconic in the online data room established with BroadOak Partners, LLC for Project
Swiss in connection with the Transaction (the Data Room) copies of
all documents disclosed in connection with the Transactions, and such copies
are true and complete copies of the respective documents.  Without limiting or expanding the foregoing, true
and complete copies of the respective documents includes all written and oral
communications or other acts that modify or supplement the obligations set
forth in the documents contained in the Data Room. Caliper has delivered to
Taconic an electronic copy of the Data Room, which Caliper represents and
warrants was not changed in the 48 hours prior to the execution of this
Agreement.  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  30


2.38         Representations
Complete.  None of the
representations or warranties made by Caliper or the Company (as modified by
the Disclosure Schedule) in this Agreement, and none of the statements made in
any exhibit, schedule or certificate furnished by the Company or anyone acting
on behalf thereof pursuant to this Agreement contains, or will contain at the
date hereof, any untrue statement of a material fact, or omits or will omit at
the date hereof to state any material fact necessary in order to make the
statements contained herein or therein, in the light of the circumstances under
which made, not misleading.  ARTICLE 3REPRESENTATIONS AND WARRANTIES OF TACONIC  As of the date hereof Taconic hereby represents and
warrants to Caliper:  3.1           Organization
and Standing.  (a)           Taconic
is a corporation duly organized, validly existing and in good standing under
the laws of the State of New York. 
Taconic has the corporate power to own its properties and to carry on
its business as currently being conducted.  (b)           Taconic
has all requisite corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Taconic, and no
further action is required on the part of Taconic to authorize this Agreement
and the transactions contemplated hereby. 
This Agreement has been duly executed and delivered by Taconic and
constitutes the valid and binding obligations of Taconic, enforceable against
Taconic in accordance with its terms, except as such enforceability may be
subject to the Laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of Law governing specific performance,
injunctive relief or other equitable remedies.  (c)           The
Board of Directors of Taconic has duly approved this Agreement and the
transactions contemplated by this Agreement.  3.2           No
Conflict.  The execution and delivery
of this Agreement by Taconic does not, and the consummation of the transactions
contemplated hereby will not, conflict with, or result in any violation of, or
default under (with or without notice or lapse of time, or both), or give rise
to a Conflict under (i) any provision of the certificate of incorporation
and bylaws of Taconic; (ii) any Contract to which Taconic or any of its
Affiliates, or any of their respective properties or assets (whether tangible
or intangible) is a party or, as the case may be, subject; or (iii) any
Law applicable to Taconic or its properties or assets (whether tangible or
intangible), except in each case where such Conflict will not have a Taconic
Material Adverse Effect or will not have an affect on the legality, validity or
enforceability of this Agreement.  3.3           Consents.  No consent, waiver, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Entity is required by or with respect to Taconic in connection with the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby that has not been obtained.  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  31


ARTICLE 4AGREEMENTS  4.1Confidentiality.  (a)Each of the parties hereto
hereby agrees that this Agreement, the exhibits and schedules hereto, and any
information obtained in any due diligence investigation, or pursuant to the
negotiation and execution of this Agreement or the effectuation of the
transactions contemplated hereby, shall be governed by the terms of the
Confidentiality Agreement dated July 22, 2009 (the Confidential
Disclosure Agreement) between Caliper and Taconic (or representatives on
their behalf).  TheConfidential Disclosure Agreement shall be deemed to  apply to the Information (as defined in the
Confidential Disclosure Agreement) of each of Taconic, Caliper and the Company;
that is, Caliper agrees to keep confidential, except as otherwise legally
required, all Information of the Company and Taconic (as if it were the Company
and Taconic were the disclosing parties and Caliper were the receiving party),
and Taconic agrees to keep confidential all Information of Caliper (not including
the Company), except as otherwise legally required.  Caliper further agrees that it will furnish
to Taconic all financial, technical and operating data and other information
relating specifically to the Company or its business not already in Taconics
possession as Taconic shall request.  (b)   The parties hereto hereby acknowledge that offers of employment
made by Taconic to certain Company Personnel pursuant to Section 4.6
shall not violate the terms of the Confidential Disclosure Agreement.  (c)   Notwithstanding the foregoing, Taconic acknowledges that Caliper
intends to file a redacted version of this Agreement with the Securities and
Exchange Commission pursuant to a confidential treatment request.  Caliper will give Taconic a reasonable
opportunity to review and comment on any confidential treatment request
proposed to be submitted by Caliper to the Securities and Exchange Commission,
and Caliper will incorporate any reasonable requests by Taconic with respect
thereto.  4.2           Expenses.  All fees and expenses, including all legal,
accounting, investment banking, financial advisory, consulting and all other
fees and expenses of third parties (Third-Party Expenses), incurred by
a party in connection with the negotiation and effectuation of the terms and
conditions of this Agreement and the transactions contemplated hereby, shall be
the obligation of the respective party incurring such fees and expenses; provided, however, that any Third-Party
Expenses incurred by the Company are hereby assumed by Caliper and shall be the
sole responsibility of Caliper.  4.3           Public
Disclosure.  Caliper and Taconic
shall each issue a press release with language previously agreed to announcing
the transactions contemplated herein.  4.4           Reasonable
Best Efforts.  Subject to the terms
and conditions provided in this Agreement and to the extent not previously
taken, each of the parties hereto shall use commercially reasonable best
efforts to take promptly, or cause to be taken, all actions, and to do
promptly, or cause to be done, all things necessary, proper or advisable under
applicable Laws to   Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  32


consummate and make effective the transactions contemplated hereby, to
obtain all necessary waivers, consents and approvals and to effect all
necessary registrations and filings and to remove any injunctions or other
impediments or delays, legal or otherwise, in order to consummate and make
effective the transactions contemplated by this Agreement for the purpose of
securing to the parties hereto the benefits contemplated by this Agreement.  4.5           Additional
Documents and Further Assurances.Each party hereto, at the request of
another party hereto, shall execute and deliver such other instruments and do
and perform such other acts and things as may be necessary or desirable for
effecting completely the consummation of the Transaction and the transactions
contemplated hereby.  In addition, after
the Closing, Caliper agrees to furnish or give access to, as appropriate,
Taconic such records and information of Caliper and its Subsidiaries that
relate to the Company as Taconic shall reasonably request for the purpose of
complying with Law or as necessary to administer the business of the Company,
including without limitation, human resources, sales and customer relations and
the like.  4.6Employment Arrangements.Each employee of the Company who has executed and
delivered prior to the Closing, or who executes and delivers within any
deadline following the Closing specified by Taconic, his or her acceptance of
either an offer of employment or a notice of continued employment and becomes
an employee of Taconic or a Subsidiary of Taconic or who remains an employee of
the Company shall be referred to herein as a Continuing Employee.
Taconic shall make such offers of employment or provide notices of continuing
employment to each current employee of the Company, which employees are listed
on Section 2.24(a)(ii) of the Disclosure Schedule.  Continuing Employees shall receive credit for
their continuing service with the Company in determining the rate at which they
accrue service under the Taconic benefit plans in which they participate,
except with respect to the Taconic 401(k) & Profit Sharing Plan for
which credited service will begin on the Continuing Employees hire date as a
Taconic employee.  Set forth on Schedule
4.6 of the Disclosure Schedule is a list of accruals made by Caliper with
respect to Continuing Employees who are participants in Calipers bonus plan;
the full dollar amount of such accruals, without regard to vesting or other
restrictions, is also included in the calculation of Net Working Capital.
Taconic agrees to pay such accrued bonuses to the Continuing Employees prior to
March 31, 2010 provided that such employees remain employed by Taconic
or one of its Subsidiaries on the payout date and otherwise fulfill the
requirements under such plan. Caliper agrees to supply Taconic with any
information reasonably requested by Taconic with respect to required
compensation and benefit reporting to Governmental Authorities for the period
prior to the Closing Date, and both Taconic and Caliper shall provide the other
with any information necessary for the parties to comply with this Section 4.6.  4.7           Non-Continuing
Employees.  Caliper shall be solely
responsible for all employment and benefit obligations, including COBRA
notices, for all Company Personnel who are not or do not become Continuing
Employees.  4.8Employment of Continuing Employees.  Notwithstanding
anything else herein to the contrary, Caliper 
hereby acknowledges and agrees that following Closing, Taconic shall
have complete and absolute authority to cause the Company to terminate the
employment of any Continuing Employee for any reason.  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  33


4.9           Internet
Inquiries.  Caliper shall take all
necessary action to ensure that all internet inquiries regarding the Company
and/or Company Products and Services are appropriately re-directed as specified
by Taconic from time to time.  4.10         Xenogen Trademark.  Subject to Taconics continuing rights to use
the Xenogen trademark as set forth in Section 7.2 of the Imaging
Services License Agreement referred to in Section 5.2(e), Caliper
hereby agrees that Taconic and its Subsidiaries may, until one hundred eighty
(180) days after the Closing, use, without payment or restriction: (i) the
Xenogen name and related trademarks, except that such use shall be limited to
use as part of the trade name, Xenogen Biosciences and (ii) all
marketing and sales material related to the business of the Company, including
all pictures, graphics and other information on Calipers website relating
solely to the Company Products and Services,, and all derivative works of any
of the foregoing.   Promptly following
the Closing, Taconic will remove the word, Xenogen, from the Companys
corporate name.  4.11         Destruction
of Confidential Information.  No
later than five (5) Business Days after the Closing, Caliper shall
distribute a written notice, in form and substance acceptable to Taconic, to
all third parties who received confidential information relating to the Company
in connection with discussions about any potential acquisition activity to: (i) promptly
return to the Company, or destroy all copies of, written confidential information
relating to the Company (including any confidential information stored on a
computer, word processor or similar device) furnished to such third parties by
Caliper or on behalf of the Company in their possession or custody or in the
possession or custody of their respective representatives, officers, directors,
and employees; and (ii) confirm in writing (copies of which shall be
delivered to Taconic) that all such confidential information has been either
returned or destroyed.  4.12         Tax
Matters.  (a)           Transfer Taxes. 
All transfer, documentary, sales, use, stamp, registration and other
such Taxes and all conveyance fees, recording charges and other fees and
charges (including any penalties and interest) incurred in connection with
consummation of the transactions contemplated by this Agreement, including
without limitation any applicable New Jersey Controlling Interest Transfer Tax,
shall be paid by Caliper.  Caliper shall
accurately and timely file all necessary Tax Returns and other documentation
with respect to all such Taxes, fees and charges, and if required by applicable
Law, Taconic will, and will cause its Affiliates to, join in the execution of
any such Tax Returns and other documentation.  (b)           Tax Returns. 
Except as provided in Section 4.12(a), Caliper shall
accurately prepare and timely file (or cause to be so prepared and filed) all
Tax Returns and other documentation of or with respect to the Company for
Pre-Closing Tax Periods, and Taconic shall accurately prepare and timely file
(or cause to be so prepared and filed) all other Tax Returns and other
documentation of or with respect to the Company (each such Tax Return that
relates to Pre-Closing Taxes, a Pre-Closing Tax Return).  All Pre-Closing Tax Returns shall be prepared
in a manner consistent with prior practice unless otherwise required by
applicable Law.  Upon Calipers request,
Taconic shall provide each Pre-Closing Tax Return that it prepares to Caliper
at least fifteen (15) days prior to filing such Pre-Closing Tax Return for its review
and comment.  All Pre-Closing Taxes
relating to each Pre-Closing Tax Return (whether or not shown on such
Pre-Closing Tax Return) shall be the responsibility of, and a liability,
subject to indemnification  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  34


pursuant to Article 6,
of Caliper, except that Taconic shall be responsible for and pay such Taxes to
the extent that liability for such Taxes entered into the computation of the
Post-Closing Adjustment Payment pursuant to Section 1.6.  Taconic shall be responsible for and pay all
Taxes of the Company other than Pre-Closing Taxes, provided, however,
(i) that Taconic may apply without reimbursement any and all Tax
attributes to offset or reduce the amount of any such Taxes including without
limitation, estimated taxes, net operating losses, prepaid amounts, and Tax
credits, whether accruing before or after the Closing Date and (ii) Taconic
shall not be responsible for any Taxes for which it has a claim for
indemnification from Caliper under Article 6 of this Agreement.  (c)           Cooperation. 
From and after the Closing Date, Taconic and Caliper shall reasonably
cooperate, and will cause their Affiliates to reasonably cooperate, with one
another in preparing and filing all Tax Returns to the extent such filings
require providing necessary information, records and documents relating to the
Company, and, if required by applicable law, executing any Pre-Closing Tax
Returns.  Taconic and Caliper shall
cooperate with one another to the same extent in defending or resolving any
audit, examination or litigation relating to such Taxes.  (d)           Audits.Caliper shall not settle any such Tax audit in a manner that would
adversely affect the Company after the Closing Date without the prior written
consent of Taconic, which consent shall not be unreasonably withheld.  (e)           Carrybacks. 
Taconic shall timely make all available Tax elections and timely take
any other available actions necessary to forgo the carryback of Tax attributes
of the Company from Tax periods ending after the Closing Date to Tax Returns of
a consolidated, combined, affiliated, or unitary group for any Pre-Closing Tax
Period.  (f)            Consolidated Return Matters.  Caliper shall not elect to retain any net
operating loss carryovers or capital loss carryovers of the Company.  If any Share would be a loss share within
the meaning of Treasury Regulation Section 1.1502-36(f)(7), determined
without regard to any election under Treasury Regulation Section 1.1502-36(d)(6),
then Caliper shall make a timely election under Treasury Regulation Section 1.1502-36(d)(6)(i)(A) to
reduce the basis in each such Share in an amount sufficient to avoid attribute
reduction with respect to each such Share and the Company.  Caliper shall not make any election pursuant
to Treasury Regulation Section 1.1502-36(d)(6)(i)(B) or -36(d)(6)(i)(C) (relating
to reattribution of tax attributes) or Treasury Regulation Section 1.1502-96(d)(5) (relating
to reattribution of limitations under Section 382 of the Code).  (g)           Prior Ownership Change.  As soon as reasonably practicable after the
completion of the Code Section 382 analysis described in Section 4.12(h) of
this Agreement, Caliper, the Company, and Taconic shall execute an agreement in
substantially the form attached hereto as Exhibit B (the Section 382
Allocation Agreement), which agreement shall provide for an apportionment
under Treasury Regulation Section 1.1502-95 by Caliper to the Company of
certain consolidated Code Section 382 limitations and net unrealized
built-in gains (or the Code Section 382 limitations and built-in gains of
such subgroup as may be applicable). 
Caliper shall elect to apportion to the Company a pro rata amount of the
Code Section 382 limitations and net unrealized built-in gains based on
the relative value of the Company to the loss group at the time of each prior
ownership change.  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  35


(h)Section 382
Analysis.  Caliper shall engage an outside auditing firm
that is mutually acceptable to Caliper and Taconic to perform an analysis of
the Companys stock ownership history through the Closing Date in order to
determine whether one or more ownership changes as defined in Section 382
of the Code have occurred with respect to the Companys losses, built-in
losses, or other Tax attributes.  In the
event one or more ownership changes have occurred, the analysis will also
include an assessment of the Code Section 382 or other limitations
applicable to the Companys net operating losses, built-in losses, and other
Tax attributes.  Caliper and Taconic
shall split equally the cost of such analysis, which will be bid out to at
least two accounting firms, and Caliper shall use reasonable best efforts to
have such analysis completed by March 31, 2010, but in no event later than
June 30, 2010.  4.13         Tax
Sharing Agreements.  All Tax sharing
agreements or similar agreements (including without limitation any obligation
to make tax distributions) with respect to or involving the Company shall be
terminated as of the Closing Date and, after the Closing Date, no such person
shall be bound thereby or have any liability thereunder.  4.14Non-Solicitation. 
For a period of one year after the Closing, (i) Caliper will not,
and will cause its officers and other employees not to,solicit, encourage,
or request any Continuing Employee to terminate such persons employment by or
consultancy to the Company or Taconic, and (ii)Taconic will not, and will cause its
officers and other employees not to,solicit, encourage, or request
any employee of Caliper to terminate such persons employment by or consultancy
to Caliper.  4.15         Caliper
Confidential Information Remaining with the Company.  Taconic acknowledges that, because the
Company has been operated as a subsidiary of Caliper for a substantial period
of time, there is confidential information regarding Calipers businesses other
than the business of the Company located at the Companys site in Cranbury, New
Jersey, including without limitation, on the e-mail server and other computers
located at such site.  Taconic agrees
with respect to such confidential information that (i) such information
shall be and remain subject to the terms of the Confidential Disclosure
Agreement, (ii) Taconic shall not actively search such information for any
information that is not related to the business of the Company and (iii) Taconic
shall take reasonable measures to destroy such information as and when it is
discovered.  4.16         Promega
Corporation (PGL3) Sublicense. 
Within one hundred eighty (180) days of the Closing, upon the request of
Taconic, Caliper shall execute a sublicense agreement providing Taconic with
the use of the technology claimed in U.S. Patent No. 5,670,356 owned by
Promega Corporation (PGL3).  ARTICLE 5
CONDITIONS TO THE CLOSING   5.1Conditions to the Obligations of Each Party to
Effect the Transaction.  The
respective obligations of Caliper and Taconic to consummate the Closing shall
be subject to the satisfaction, at or prior to the Closing, of the following
conditions:  (a)   No Order.  No
Governmental Entity shall have enacted, issued, promulgated, enforced or
entered any statute, rule, regulation, executive order, decree, injunction or
other  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  36


order (whether temporary, preliminary or
permanent) which is in effect and which has the effect of making the
Transaction illegal or otherwise prohibiting the consummation of the
Transaction.  (b)   No Injunctions or Restraints; Illegality.  No temporary restraining order, preliminary
or permanent injunction or other order issued by any court of competent
jurisdiction or other legal restraint or prohibition (i) preventing the
consummation of the Transaction, (ii) prohibiting Taconics ownership or
operation of any portion of the business of the Company, or (iii) compelling
Taconic or the Company to dispose of or hold separate all or any material
portion of the business or assets of Taconic, the Company or any of their
respective Subsidiaries or Affiliates as a result of the Transaction, shall be
in effect, nor shall any proceeding brought by an administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, seeking any of the foregoing be threatened or pending.  (c)   LPTA Distribution and Supply Agreement.  Caliper and Taconic shall have executed and
delivered the Distribution and Supply Agreement in the form attached hereto as Exhibit C.  (d)   Escrow Agreement. Caliper, Taconic and the Escrow Agent
shall each have executed and delivered to each of the other parties the Escrow
Agreement in the form attached hereto as Exhibit D, and such Escrow
Agreement shall be in full force and effect.  5.2           Additional
Conditions to the Obligations of Taconic. 
The obligation of Taconic to effect the Transaction also shall be
subject to the satisfaction at or prior to the Closing of each of the following
conditions, any of which may be waived, in writing, exclusively by Taconic:  (a)   Governmental Approval. Caliper shall have obtained all
Governmental Entity approvals required to legally consummate the Transaction
and those required so that the consummation of those transactions contemplated
by this Agreement will not trigger any Conflict with any of the items set forth
in Section 2.5 hereof.  (b)   Litigation. There shall be no action, suit, claim or
proceeding of any nature pending, or overtly threatened, against Taconic or the
Company, or Caliper in respect of the Company, their respective Subsidiaries or
properties or any of their respective officers or directors, arising out of, or
in any way connected with, the Transaction or the other transactions
contemplated by the terms of this Agreement.  (c)   Mandatory Third-Party Consents. Caliper shall have obtained
all necessary consents to assignment, waivers and approvals, and timely
provided all notifications, with respect to the transactions contemplated by
this Agreement under those Contracts listed on Schedule 5.2(c) of
the Disclosure Schedule.  (d)   Mandatory Sublicense from Caliper to Taconic.  Caliper shall deliver to Taconic sublicenses
executed by Caliper for all licenses listed on Schedule 5.2(d) of
the Disclosure Schedule.  (e)   Completion of License for Imaging Services.  Caliper and Taconic will have executed the
License Agreement in the form attached hereto as Exhibit E.  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  37


(f)    Cancellation of Inter-Company Indebtedness. Immediately
prior to the Closing, all inter-company Indebtedness between the Company, on
the one hand, and Caliper and its other Subsidiaries on the other hand, shall
have been satisfied either as a distribution from additional paid in capital or
as a contribution to the capital of the Company, as applicable, and shall have
been fully satisfied thereby, all in a manner that does not result in gross
income to the Company.  (g)   Resignation of Officers and Directors. Taconic shall have
received a written resignation from each of the officers and directors of the
Company effective as of the date hereof.  (h)   Certificate of Secretary of Caliper and the Company.
Taconic shall have received a certificate, validly executed by the Secretary of
the Company, certifying as to (i) the terms and effectiveness of the
Company Charter Documents, (ii) the valid adoption of resolutions of the
Board of Directors of Caliper (whereby
the Transaction and the transactions contemplated by this Agreement were duly
approved by the Board of Directors of Caliper), and (iii) the incumbency
of the executive officers of Caliper.  (i)    Certificates of Good Standing. Taconic shall have received
(i) a long-form certificate of good standing for the Company from the
Secretary of State of the State of Ohio, dated within five (5) days prior
to the Closing Date and (ii) a certificate of good standing as a foreign
corporation or similar certificate of the Company issued by the Secretary of
the State of New Jersey dated within five (5) days prior to the Closing
certifying as to the good standing of the Company as a foreign corporation.  (j)    FIRPTA Certificate. Taconic shall have received a
certificate in a form reasonably satisfactory to Taconic that Caliper is not a
foreign person in accordance with Treasury Regulations under Section 1445
of the Code, validly executed by a duly authorized officer of Caliper.  (k)   Employment Continuation. The Continuing Employees listed on
Section 5.2(l) of the Disclosure Schedule shall have accepted Taconics
offer of employment and executed all employment-related documents requested by
Taconic.  (l)    Data Room. Caliper shall have provided to Taconic an
electronic copy of the Data Room as of the date of this Agreement and a
second electronic copy as of the Closing, together with all records of access
and use thereof.  5.3           Additional
Conditions to the Obligations of Caliper. 
The obligation of Caliper to effect the Transaction also shall be
subject to the satisfaction at or prior to the Closing of each of the following
conditions, any of which may be waived, in writing, exclusively by the Caliper:  (a)   Governmental Approval. Caliper shall have obtained all
Governmental Entity approvals required to legally consummate the Transaction
and those required so that the consummation of those transactions contemplated
by this Agreement will not trigger any Conflict with any of the items set forth
in Section 2.5 hereof.  (b)   Litigation. There shall be no action, suit, claim or
proceeding of any nature pending, or overtly threatened, against Caliper in
respect of the Company or any of its officers  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  38


or directors, arising out of, or in any way
connected with, the Transaction or the other transactions contemplated by the
terms of this Agreement.  (c)   Certificate of Secretary of Taconic. Caliper shall have
received a certificate, validly executed by the Secretary of Taconic,
certifying as to (i) the valid adoption of resolutions of the Board of
Directors of Taconic (whereby the
Transaction and the transactions contemplated by this Agreement were duly
approved by the Board of Directors of Taconic), and (ii) the incumbency of
the executive officers of Taconic.  (d)   Certificates of Good Standing. Caliper shall have received
a long-form certificate of good standing for Taconic from the Secretary of
State of the State of New York, dated within five (5) days prior to the
Closing Date.  ARTICLE 6INDEMNIFICATION AND ESCROW  6.1           Survival.  (a)   Caliper.  The
representations and warranties of Caliper contained in this Agreement, or in
any certificate or instrument delivered to Taconic pursuant to this Agreement,
shall survive until [***] (the expiration of such period, the Survival Date);
provided, however, that (i) the
representations and warranties of Caliper in Section 2.2 (Company
Capital Structure), and Section 2.4 (Authority) shall survive
indefinitely, (ii) the representations and warranties of Caliper in Section 2.22
(Environmental) shall survive until the second anniversary of the Closing Date,
and (iii) the representations and warranties of Caliper contained in Section 2.10
(Tax Matters) shall survive until ninety (90) days after the expiration of the
applicable statute of limitations (each of such representations and warranties
described in clause (i), (ii) or (iii) a Special Representation).
If an indemnification claim is properly asserted in writing pursuant to Section 6.3
prior to the expiration (as provided in this Section 6.1(a)) of the
representation or warranty that is the basis for such claim, then such
representation or warranty shall survive beyond the Survival Date until, but
only for the purpose of, the resolution of such claim.  (b)   Covenants.  All of
the covenants and other agreements contained in this Agreement that contemplate
performance thereof following the Closing Date shall survive the Closing Date
indefinitely or until otherwise terminated in accordance with their terms.  6.2           Indemnification
by Caliper.  (a)   Incurred Losses. Subject to the terms and conditions of
this Article 6, from and after the Closing, Caliper shall indemnify
Taconic and its officers, directors and Affiliates, including the Company, from
and after the Closing (any, an Indemnified Party and collectively, the
Indemnified Parties), for any claims, losses, liabilities, damages,
deficiencies, diminution in value, costs, interests, awards, judgments,
penalties and expenses, including reasonable attorneys fees and expenses of
investigation and defense (hereinafter  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  39


individually a Loss and collectively
Losses) paid, incurred, accrued or sustained by such Indemnified
Parties or any of them, directly or indirectly, as a result of:  (i)any breach or
inaccuracy of a representation or warranty of Caliper or the Company contained
in this Agreement or in any certificate or other instruments delivered pursuant
to this Agreement;  (ii)any failure by
Caliper, or failure by Caliper to cause the Company, to perform or comply with
any covenant or other agreement applicable to it contained in this Agreement or
in any certificate or other instruments delivered pursuant to this Agreement;  (iii)the matter described on Section 2.9(f) of
the Disclosure Schedule; and  (iv)[***]: (A)
related to, or arising from, [***] as of the Closing, including without
limitation, [***] that asserts, directly or indirectly, [***] or (B) any [***]
that asserts, directly or indirectly that the [***] because of the transactions
contemplated by this Agreement.  (b)   Indemnification Threshold and Cap. No Indemnified Party may
recover any Losses (i) unless and until written notice pursuant to Section 6.3(a) identifying
a Loss or Losses in excess of [***] Dollars ($[***])in
the aggregate (the Threshold Amount) has or have been delivered to the
Escrow Agent by one or more Indemnified Parties, in which case such Indemnified
Party shall be entitled to recover all Losses so identified, or (ii) in
excess of (A) [***] Dollars ($[***]) (the General Indemnification Cap)
for Losses incurred under Section 6.2(a)(i) or (B) [***]
Dollars ($[***])(the IP Indemnification Cap
together with the General Indemnification Cap, the Indemnification Cap)
for Losses incurred under Section 6.2(a)(iv) (IP Losses);
provided that, in the event and
to the extent that any Indemnified Party incurs IP Losses that exceed the IP
Indemnification Cap, such IP Losses may be applied to the General
Indemnification Cap if the General Indemnification Cap has not already been
exhausted.  By way of example only,
assume hypothetically that there are Losses excluding IP Losses of $[***] and
IP Losses of $[***].  In such case, the
IP Losses would first be used against the IP Indemnification Cap, after which
there would be $[***] in unreimbursed IP Losses.  The balance of $[***] in the General
Indemnification Cap after reimbursement of $[***] of non-IP losses would be
available to provide reimbursement for the $[***] in unreimbursed IP Losses.
Notwithstanding the foregoing, Taconic shall be entitled to recover for, and
the Threshold Amount and the Indemnification Cap shall not apply as a threshold
or cap to, any and all claims or payments made with respect to (A) all
Losses incurred pursuant to clauses (ii) or (iii) of Section 6.2(a),
(B) fraud or knowing or willful breach or inaccuracy of a representation
or warranty contained herein or (C) any breach or inaccuracy of a Special
Representation. With regard to the matter described in Section 6.2(a)(iii),
Caliper shall continue the defense of the action described therein at its own
expense and shall be solely responsible for any expenses and Losses incurred in
connection therewith.  (c)   Materiality; Knowledge; No Right of Contribution. For the
purpose of quantifying an Indemnified Partys Losses under this Article 6
only, any representation or warranty given or made by the Company that is
qualified in scope as to materiality (including the Company Material Adverse
Effect) or as to Knowledge shall be deemed to be made or  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  40


given without such qualification. There shall
be no right of contribution from the Company or any of its respective officers
and directors, with respect to any Loss claimed by an Indemnified Party.  (d)   Knowledge of Taconic. Any due diligence review, audit or
other investigation or inquiry undertaken or performed by or on behalf of
Taconic shall not limit, qualify, modify or amend the representations,
warranties or covenants of, or indemnities by Caliper made or undertaken
pursuant to this Agreement, irrespective of the knowledge and information
received (or which should have been received) therefrom by Taconic other than
as expressly reflected on the Disclosure Schedule or the other Exhibits or
Schedules to this Agreement.  (e)   Treatment of Indemnification Payments. All indemnification
payments under this Agreement shall be treated as an adjustment to the Final
Purchase Price for all Tax purposes unless otherwise required by Law.  6.3           Claims
for Indemnification.  (a)   Procedure for Claims. An Indemnified Party wishing to
assert a claim for indemnification under this Article 6 (other than a
third-party claim covered by Section 6.3(b) below) shall
deliver to Caliper a certificate (an Officers Certificate) signed by
any officer of Taconic (or another Indemnified Party) (A) stating that
Taconic (or such other Indemnified Party) has paid, sustained, incurred or
accrued, or reasonably anticipates that it will have to pay, sustain, incur, or
accrue Losses (the aggregate amount of such Losses being referred to as the Claimed
Amount), (B) specifying in reasonable detail the facts pertinent to
such claim(s), the individual items of Losses included in the amount so stated
and the nature of basis for indemnification to which such item is related, and (C) demanding
payment of the Claimed Amount. Within forty five (45) days after delivery of
such Officers Certificate, Caliper shall deliver to the Indemnified Party a
written response in which Caliper shall: (I) agree that the Indemnified
Party is entitled to receive all of the Claimed Amount with appropriate joint
instructions to the Escrow Agent if the Escrow Fund is then available for
payment to pay such amount, (II) agree that the Indemnified Party is
entitled to receive part, but not all, of the Claimed Amount (the Agreed
Amount) (with appropriate joint instructions to the Escrow Agent if the
Escrow Fund is then available for payment to pay the Agreed Amount, or (III) contest
that the Indemnified Party is entitled to receive any of the Claimed Amount. If
Caliper in such response contests the payment of all or part of the Claimed
Amount, then Caliper and the Indemnified Party shall use good faith efforts to
resolve such dispute in accordance with Section 6.3(c) below.
Failure of Caliper to timely respond in writing shall be treated as agreement
that the Indemnified Party is entitled to the Claimed Amount from the Escrow
Fund or otherwise directly from Caliper if payment from the Escrow Fund is not
available.  (b)   Procedure for Third-Party Claims. All claims for
indemnification made under this Agreement resulting from, related to or arising
out of a third-party claim against an Indemnified Party shall be made in
accordance with the following procedures. In the event an Indemnified Party
becomes aware of a third party claim which such Indemnified Party reasonably
believes may result in a Loss, such Indemnified Party shall promptly notify
Caliper of such claim by delivery of an Officers Certificate to Caliper. Delay
or failure in so notifying Caliper shall relieve Caliper of its obligations
under this Article 6 only to the extent, if at all,  Portions of this
Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Registrants application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  41


that Caliper is prejudiced by reason of such
delay or failure.  If there is a third
party claim that, if adversely determined would give rise to a right of
recovery for Losses hereunder, then any amounts incurred or accrued in defense
of such third party claim, regardless of the outcome of such claim, shall be
deemed Losses hereunder.  Within forty
five (45) days after delivery of such Officers Certificate, Caliper may, upon
written notice thereof to the Indemnified Party, assume control of the defense
of such action, suit, proceeding or claim other than Tax Claims if (1) Caliper
provides written notice to such Indemnified Party that Caliper intends to
undertake such defense and that Caliper will indemnify the Indemnified Parties
against all Losses resulting from or relating to such third-party claim; (2) the
third-party claim does not seek an injunction or other equitable relief; (3) settlement
of or an adverse judgment with respect to the third-party claim is not, in the
good faith judgment of Taconic, likely to establish a precedent adverse
relating to the Intellectual Property or Intellectual Property Rights of
Taconic and its Subsidiaries, and (4) the defense of the third-party claim
is conducted actively and diligently by legal counsel reasonably acceptable to
such Indemnified Party. If Caliper does not assume control of such defense, the
Indemnified Party shall control such defense. The party not controlling such
defense may participate therein at its own expense; provided,
however, that if Caliper assumes control of such defense and the
Indemnified Party reasonably concludes, based on advice of counsel, that
Caliper and the Indemnified Party have conflicting interests with respect to
such action, suit, proceeding or claim, the reasonable fees and expenses of
counsel to the Indemnified Party solely in connection therewith shall be
considered Losses for purposes of this Agreement; provided,
however, that in no event shall Caliper be responsible for the fees
and expenses of more than one counsel per jurisdiction for all Indemnified
Parties. The party controlling such defense shall keep the other party
reasonably advised of the status of such action, suit, proceeding or claim and
the defense thereof and shall consider recommendations made by the other party
with respect thereto. The Indemnified Party shall not agree to any settlement
of such action, suit, proceeding or claim without the prior written consent of
Caliper, not to be unreasonably withheld, delayed or conditioned. Caliper shall
not agree to any settlement of such action, suit, proceeding or claim that does
not include a complete release of all potential Indemnified Parties from all
Liability with respect thereto or that imposes any Liability on any potential
Indemnified Party without the prior written consent of such Indemnified Party.  (c)Resolution of Conflicts. In case
Caliper shall object in writing to any claim or claims made in any Officers
Certificate, Caliper and Indemnified Party shall attempt in good faith to agree
upon the rights of the respective parties with respect to each of such claims
within forty-five (45) days following the delivery by Caliper of its response
to such Officers Certificate. If Caliper and Indemnified Party should so
agree, a memorandum setting forth such agreement shall be prepared and signed
by both parties and, in the case of a claim against the Escrow Fund, shall be
furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on
any such memorandum and make distributions from the Escrow Fund in accordance
with the terms thereof.  6.4Escrow Fund.  As of the Closing, Taconic, Computershare
Trust Company, N.A. (the Escrow Agent) and Caliper shall execute and
deliver the Escrow Agreement in substantially the form attached hereto as Exhibit D
(the Escrow Agreement), and, concurrently with the Closing, Taconic
shall deposit the Escrow Amount with the Escrow Agent to be held as  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  42


a trust fund (the Escrow Fund) for the purpose of securing the
indemnification obligations set forth in Article 6 of this
Agreement and the post-closing adjustment payment obligations set forth in Section 1.6.
The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement
pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund as
the first source but not the only source of indemnification for Taconic and
payment of post-closing adjustment payments to Taconic hereunder, shall not be
subject to any lien, attachment, trustee process or any other judicial process
of any creditor of any party, and shall be held and disbursed solely for the
purposes and in accordance with the terms of the Escrow Agreement.  6.5Indemnification by Taconic.  The representations and warranties of Taconic
contained in this Agreement, or in any certificate or instrument delivered
pursuant to this Agreement, shall survive until the first anniversary of the
Closing Date, except that the representations and warranties of Taconic in Section 3.1(b) shall
survive indefinitely.  If an
indemnification claim is properly asserted in writing by Caliper prior to such
expiration date then such representation or warranty shall survive beyond such
date until, but only for the purpose of, the resolution of such claim.  All of the covenants and other agreements
contained in this Agreement that contemplate performance thereof following the
Closing Date shall survive the Closing Date indefinitely or until otherwise
terminated in accordance with their terms. 
Subject to the limits set forth in this Section 6.5, Taconic shall
indemnify Caliper and its officers, directors, and Affiliates (the Caliper
Indemnified Parties) for any Losses paid, incurred, accrued or sustained by
such Caliper Indemnified Parties or any of them, directly or indirectly, as a
result of (i) any breach or inaccuracy of a representation or warranty of
Taconic contained in this Agreement or in any certificate or other instruments
delivered pursuant to this Agreement or (ii) any failure by Taconic to
perform or comply with any covenant or other agreement applicable to it
contained in this Agreement or in any certificate or other instruments
delivered pursuant to this Agreement. 
Notwithstanding the foregoing, (x) no Caliper Indemnified Party may
recover any Losses unless and until the Caliper Indemnified Parties have
provided Taconic with written notice identifying a Loss or Losses in excess of
the Threshold Amount,in which case the Caliper Indemnified Parties
shall be entitled to recover all Losses so identified, and (y) Caliper
Indemnified Parties shall in no event be entitled to recover Losses in the
aggregate in excess of the Indemnification Cap, provided,
however, that the foregoing limitations
shall not apply to any claim by any Caliper Indemnified Party based on a breach
the representations and warranties of Taconic in Section 3.1(b) or
to a breach of a covenant of Taconic contained herein.  ARTICLE 7  GENERAL PROVISIONS  7.1Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed duly delivered (i) seven
(7) Business Days after being sent by registered or certified mail, return
receipt requested, postage prepaid, (ii) one (1) Business Day after
being sent for next Business Day delivery, fees prepaid, via a reputable
nationwide overnight courier service, or (iii) on the first Business Day
following the date of confirmation of receipt of transmission by facsimile, in
each case to the intended recipient as set forth below:  Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrants application
requesting confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  43


(a)if to Taconic, to:  Taconic
Farms, Inc. One
Hudson City Centre Hudson,
NY 12534 Attention:  Chief Executive Officer and Chief
Financial Officer Facsimile
No.: (518) 597-3905  with
a copy (which shall not constitute notice) to:  Sullivan &
Worcester LLP One
Post Office Square Boston, MA 02109 Attention: 
Edwin L. Miller Jr. Facsimile No.: (617) 338-2880  (b)if to Caliper, to:  Caliper
Life Sciences, Inc. 68
Elm Street Hopkinton,
MA 01748 Attention:  Chief Financial Officer Facsimile
No.: (508) 497-2726  with
a copy (which shall not constitute notice) to:  Caliper
Life Sciences, Inc. 850
Marina Village Parkway Alameda,
CA 94501 Attention:  General Counsel Facsimile
No.: (510) 291-6136  Any party to this Agreement may change the address
to which notices and other communications hereunder are to be delivered by
giving the other parties to this Agreement notice in the manner herein set
forth.  7.2Interpretation.  The words include, includes and including
when used herein shall be deemed in each case to be followed by the words without
limitation. The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  7.3Counterparts.  This Agreement may be executed by facsimile
and in one or more counterparts, all of which shall be considered one and the
same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party, it being understood
that all parties need not sign the same counterpart.  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  44


7.4Entire Agreement; Assignment.  This Agreement, the Disclosure Schedule, the
Confidential Disclosure Agreement, and the documents and instruments and other
agreements among the parties hereto referenced herein: (i) constitute the
entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings both written and oral,
among the parties with respect to the subject matter hereof; (ii) are not
intended to confer upon any other person any rights or remedies hereunder; and (iii) shall
not be assigned by operation of Law or otherwise, except that Taconic may
assign its rights and delegate its obligations hereunder to its Affiliates so
long as Taconic remains obligated to perform those obligations required to be
performed by Taconic hereunder.  7.5Severability.  In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.  7.6Other Remedies.  Any and all remedies herein expressly
conferred upon a party will be deemed cumulative with and not exclusive of any
other remedy conferred hereby, or by law or equity upon such party, and the
exercise by a party of any one remedy will not preclude the exercise of any
other remedy.  7.7Governing Law.  EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL
QUESTIONS AND/OR DISPUTES CONCERNING THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
BE GOVERNED BY THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
NEW YORK.  7.8Rules of Construction.  The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefor, waive the application of any Law, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.  7.9Specific Performance.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any
other remedy to which they are entitled at law or in equity.  7.10Attorneys Fees.  If any action or other proceeding relating to
the enforcement of any provision of this Agreement is brought by any party
hereto, the prevailing party shall be entitled to recover reasonable attorneys
fees, costs, and disbursements (in addition to any other relief to which the
prevailing party may be entitled).  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  45


7.11WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.  ARTICLE 8  DEFINITIONS  For all purposes of this
Agreement, the following terms shall have the following respective meanings:  Acquisition Date shall mean August 9,
2006.  Affiliate shall mean, with respect to any
person, any other person directly or indirectly through one or more
intermediaries controlling, controlled by or under common control with such
other person.  Affiliated Group shall mean any affiliated
group within the meaning of Section 1504(a) of the Code or any
similar group defined under a similar provision of federal, state, local, or
foreign income or other Tax Law, including any provision of federal, state,
local, or foreign income or other Tax Law that imposes joint or several
liability for Taxes on the members of such group.  Agreed Amount shall have the meaning set
forth in Section 6.3(a) hereof.  Agreement shall have the meaning set forth
in the preamble hereof.  Business Day shall
mean any day other than (a) a Saturday or Sunday or (b) a day on
which banking institutions located in Boston, Massachusetts are permitted or
required by Law to remain closed.  Caliper Company shall have the meaning set
forth in Section 2.2(b) hereof.  Claimed Amount shall have the meaning set
forth in Section 6.3(a) hereof.  Closing shall have the meaning set forth in
Section 1.1 hereof.  Closing Balance Sheet shall have the
meaning set forth in Section 1.5 hereof.  Closing Date shall have the meaning set
forth in Section 1.1 hereof.  COBRA shall mean
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and as
codified in Section 4980B of the Code and Section 601 et. seq. of
ERISA.  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  46


Code shall mean the Internal Revenue Code
of 1986, as amended.  Common Stock shall have the meaning set
forth in Section 2.2(a) hereof.  Company shall have the meaning set forth in
the preamble hereof.  Company Capital Stock shall mean all
authorized capital stock of the Company.  Company Cash shall mean, with respect to
the Company, as of the close of business on the Closing Date, all cash, cash
equivalents and marketable securities held on deposit in the bank accounts of
the Company at such time. For avoidance of doubt, Company Cash shall (1) be
calculated net of issued but uncleared checks and drafts, and (2) include
checks and drafts deposited for the account of the Company or received in the
Companys lockbox prior to the preparation of the Closing Balance Sheet.  Company Charter Documents shall have the
meaning set forth in Section 2.1 hereof.  Company
Employee Plan shall mean an employee benefit plan as defined in Section 3(3) of
ERISA and any material benefit arrangement that is not a Plan, including (i) any
employment or consulting agreement, (ii) any arrangement providing for
insurance coverage or workers compensation benefits, (iii) any incentive
bonus or deferred bonus arrangement, (iv) any arrangement providing
termination allowance, severance pay, salary continuation for disability, or
other leave of absence, supplemental unemployment benefits, lay-off, reduction
in force or similar benefits, (v) any stock option or equity compensation
plan, (vi) any deferred compensation plan, (vii) any compensation
policy or practice (including without limitation sick and vacation pay policies
or practices), (viii) any educational assistance arrangements or policies,
(ix) any plan governed by Section 125 of the Code, any fringe benefit
(including without limitation company cars) and (xi) any change of control
arrangements or policies, in each case under which any Company Personnel
receives any compensation or benefits.  Company Intellectual Property shall mean
any and all Licensed Company Intellectual Property and Owned Company
Intellectual Property.  Company Material Adverse Effect shall mean
any change, event or effect that is materially adverse to (i) the
business, assets (whether tangible or intangible), condition (financial or
otherwise), prospects, results of operations or capitalization of the Company
or (ii) the Companys ability to consummate the transactions contemplated
by this Agreement,excluding
any changes, events or effects that result from: (i) any change arising
out of conditions affecting the economy or industry of the Company in general
which does not affect the Company in a materially adverse manner relative to
other participants in the economy or such industry, respectively, (ii) any
change that is due to actions required to be taken by the Company pursuant to
the terms of this Agreement, or (iii) the announcement of this Agreement
and the transactions contemplated hereby.  Company Personnel shall mean any current
Employee, consultant or director of the Company.  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  47


Company Privacy Obligations shall have the
meaning set forth in Section 2.35 hereof.  Company Privacy Policies shall have the
meaning set forth in Section 2.35 hereof.  Company Products and Services shall have
the meaning set forth in Section 2.13(a) hereof.  Confidential Disclosure Agreement shall
have the meaning set forth in Section 4.1 hereof.  Conflict shall have the meaning set forth
in Section 2.5 hereof.  Continuing Employee shall have the meaning
set forth in Section 4.6 hereof.  Contract shall have the meaning set forth
in Section 2.5 hereof.  Current Balance Sheet shall have the
meaning set forth in Section 2.7(a) hereof.  Customer Information shall have the meaning
set forth in Section 2.12(f) hereof.  Data Room shall have the meaning set forth
in Section 2.37 hereof.  Deferred Revenue Amount
shall mean (a) [***] percent ([***]%) of the stated value of any deferred
revenue and customer deposits on the Closing Balance Sheet up to the balance
sheet stated value of $[***]and
(b) [***] percent (***]%) of the stated value of any deferred revenue and
customer deposits on the Closing Balance Sheet above the balance sheet stated
value of $[***].  Disclosure Schedule shall have the meaning
set forth in preamble to Article 2 hereof.  Environmental Laws shall mean all federal,
state, local and foreign Laws issued, promulgated, approved or entered relating
to environmental matters, the protection of the environment, the protection of
human health and safety, or exposure to Hazardous Materials, including without
limitation workplace health and safety Laws, packaging and labeling Laws and
Laws relating to the Release or threatened Release of Hazardous Materials to
the environment (including, without limitation, ambient air, surface water,
ground water, land surface or subsurface strata) or otherwise relating to the
presence, manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials.  Environmental Order shall mean any order,
judgment, injunction, award, decree or writ relating to the environment or imposed
pursuant to Environmental Laws.  Environmental Permits shall mean all
Permits required by or issued pursuant to applicable Environmental Laws.  Equipment shall have the meaning set forth
in Section 2.12(e) hereof.  ERISA shall mean the Employee Retirement
Income Security Act of 1974, as amended.  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  48


ERISA Affiliate shall mean any other person
or entity under common control with the Company within the meaning of Section 414(b),
(c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(1) of
ERISA, and the regulations issued thereunder.  Escrow Agent shall have the meaning set
forth in Section 6.4 hereof.  Escrow Amount shall mean ten percent of the
Estimated Purchase Price.  Escrow Agreement shall have the meaning set
forth in Section 6.4 hereof.  Escrow Fund shall have the meaning set
forth in Section 6.4 hereof.  Estimated Company Cash
shall have the meaning set forth in Section 1.4(a)(i) hereof.  Estimated Indebtedness
shall have the meaning set forth in Section 1.4(a)(ii) hereof.  Estimated Net Working
Capital shall have the meaning set forth in Section 1.4(a)(iv) hereof.  Estimated Purchase Price
shall have the meaning set forth in Section 1.4(b) hereof.  Final Purchase Price
shall have the meaning set forth in Section 1.6 hereof.  Financial Statements
shall have the meaning set forth in Section 2.7(a) hereof.  GAAP shall mean United States generally
accepted accounting principles, consistently applied.  General Indemnification Cap shall have the
meaning set forth in Section 2.6 hereof.  Governmental Entity shall have the meaning
set forth in Section 2.6 hereof.  Hazardous Materials shall mean all
hazardous substances, wastes, extremely hazardous substances, hazardous materials,
hazardous wastes, hazardous constituents, solid wastes, special wastes, toxic
substances, pollutants, contaminants, petroleum or petroleum derived substances
or wastes, and related materials, including without limitation any such
materials defined, listed, regulated or identified under or described in any
Environmental Laws (including, by way of example and without limitation, spent
solvents, PCBs, urea-formaldehyde, radon, lead or lead based paints or
materials, asbestos and asbestos containing materials).  Health Data shall have the meaning set
forth in Section 2.30 hereof.  HIPAA shall mean the Health Insurance
Portability and Accountability Act of 1996, as amended.  Immigration Laws shall have the meaning set
forth in Section 2.36 hereof.  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  49


Indebtedness shall mean, with respect to
any person (a) all obligations of such person for borrowed money, whether
current or funded, secured or unsecured, (b) all obligations of such
person for the deferred purchase price of any property or services (other than
deferred revenue, customer deposits and trade accounts payable arising in the
ordinary course of business of such person), (c) all obligations of such
person secured by a purchase money mortgage or other lien to secure all or part
of the purchase price of property subject to such mortgage or lien, (d) all
obligations under leases which shall have been or should be, in accordance with
GAAP or other generally accepted accounting principles as applicable to such
person, recorded as capital leases in respect of which such person is liable as
lessee, (e) any obligation of such person in respect of bankers
acceptances, (f) any obligations secured by Liens on property acquired by
such person, whether or not such obligations were assumed by such person at the
time of acquisition of such property, (g) any amounts owed to a Caliper
Company, (h) all obligations of a type referred to in clauses (a), (b),
(c), (d), (e), (f) or (g) above which is directly or indirectly
guaranteed by such person or which it has agreed (contingently or otherwise) to
purchase or otherwise acquire or in respect of which it has otherwise assured a
credit against loss, (i) any refinancings of any of the foregoing
obligations, (j) any penalties or fees accrued under any of the foregoing,
including those resulting from the prepayment or repayment of any of the
foregoing obligations and (k) all accrued interest payable on any of the
foregoing obligations.  Indemnification Cap shall have the meaning
set forth in Section 2.6 hereof.  Indemnified Party shall have the meaning
set forth in Section 6.2(a) hereof.  Intellectual Property shall mean any or all
of the following: (i) proprietary inventions (whether patentable or not),
invention disclosures, industrial designs, improvements, trade secrets,
proprietary information, know how, technology, technical data and customer
lists, and all documentation relating to any of the foregoing; (ii) business,
technical and know-how information, non-public information, and confidential
information including databases and data collections and all rights therein; (iii) works
of authorship (including computer programs and source and object code),
architecture, artwork, logo images, documentation, files, records, schematics,
test data and development tools; (iv) processes, devices and prototypes; (v) logos,
trade names, trade dress, trademarks, service marks, World Wide Web addresses,
uniform resource locators and domain names, tools, methods and processes; and (vii) any
similar or equivalent property of any of the foregoing (as applicable).  Intellectual Property Rights shall mean any
or all of the following and all worldwide common law and statutory rights in,
arising out of, or associated therewith: (i) patents and applications
therefor and all reissues, divisions, renewals, extensions, provisionals,
continuations and continuations-in-part thereof throughout the world (Patents);
(ii) copyrights, copyrights registrations and applications therefor, and
all other rights corresponding thereto throughout the world including moral and
economic rights of authors and inventors, however denominated (Copyrights);
(iii) industrial designs and any registrations and applications therefor
throughout the world; (iv) trade names, logos, common law trademarks and
service marks, trademark and service mark registrations and applications
therefor and all goodwill associated therewith throughout the world (Trademarks);
(v) trade secrets (including, those trade secrets defined in  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  50


the Uniform Trade Secrets Act and under
corresponding foreign statutory and common law), business, technical and
know-how information, non-public information, and confidential information and
rights to limit the use or disclosure thereof by any person; including
databases and data collections and all rights therein (Trade Secrets);
and (vi) any similar or equivalent rights to any of the foregoing (as
applicable).  Intercompany Transactions shall have the
meaning set forth in Section 2.17(a) hereof.  Interested Person shall have the meaning
set forth in Section 2.17(a) hereof.  IP Indemnification Cap shall have the
meaning set forth in Section 2.6 hereof.  IRS shall mean the United States Internal
Revenue Service.  Knowledge shall mean with respect to
Caliper, the  knowledge of the officers
and directors of Caliper and the Company.  Law shall mean any law, statute, ordinance,
rule, regulation, code, order, judgment, injunction, decree or other provision
having the force or effect of law enacted, issued, promulgated, enforced or
ordered by a Governmental Entity.  Lease Agreements shall have the meaning set
forth in Section 2.12(b) hereof.  Leased Real Property shall have the meaning
set forth in Section 2.12(a) hereof.  Liability shall mean, with respect to any
person, any liability or obligation of such person of any kind, character or
description, whether known or unknown, absolute or contingent, accrued or
unaccrued, disputed or undisputed, liquidated or unliquidated, secured or
unsecured, joint or several, due or to become due, vested or unvested,
executory, determined, determinable or otherwise, and whether or not the same
is required to be accrued on the financial statements of such person.  Licensed-In Intellectual Property shall
mean all Intellectual Property and Intellectual Property Rights licensed to the
Company.  Licensed-Out Intellectual Property shall
mean all Intellectual Property and Intellectual Property Rights licensed by the
Company to any person, including Caliper and its Subsidiaries other than the
Company.  Licensed Company Intellectual Property
shall have the meaning set forth in Section 2.13(a).  Liens
means all security interests, liens, pledges, charges, claims, encroachments,
defects of title, options, rights of first refusal or first offer, easements,
licenses, covenants or any other encumbrances or restrictions on the use or
exercise of any attribute of ownership, pledges, charges or encumbrances of any
kind.  Loss shall have the meaning set forth in Section 6.2(a) hereof.  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  51


Made Available shall mean, with respect to
a document, that such document has been posted by the Company to the Data Room and
that Taconic has been granted unrestricted access to view such document.  Net Working Capital
shall mean (as finally determined under Section 1.15 (i)) all
current assets of the Company (excluding Company Cash and deferred tax assets)
as of the close of business on the Closing Date minus (ii) all
current liabilities of the Company (excluding Indebtedness, deferred revenue
and deferred tax liabilities) as of the close of business on the Closing Date.
Notwithstanding the foregoing, Net Working Capital shall be calculated as of
the Closing with respect to all amounts required to be forgiven or discharged
immediately prior to the Closing.  Net Working Capital Adjustment shall mean
the amount by which Net Working Capital is more than $[***]above
the Target Net Working Capital Amount or is more than $[***] below the Target
Net Working Capital Amount, as applicable.  Officers Certificate shall have the
meaning set forth in Section 6.3(a) hereof.  Official shall have the meaning set forth
in Section 2.27 hereof.  Open Source Materials shall have the
meaning set forth in Section 2.13(k) hereof.  Ordinary Course of Business shall mean,
with respect to a person or entity, the ordinary course of the normal
day-to-day operations of such person or entity consistent with customs and past
practice.  Owned Company Intellectual Property shall
mean all Intellectual Property and Intellectual Property Rights that are owned
by the Company.  Permits shall mean any permits, consents,
licenses, certificates, registrations, certificates of occupancy or use,
variances, orders, governmental authorizations or approvals, or any other
permits.  Pre-Closing Tax Period shall mean any
taxable period that begins before the Closing Date and ends on or before the
Closing Date.  Pre-Closing Tax Return shall have the
meaning set forth in Section 4.11(b) hereof.  Pre-Closing Taxes shall mean (i) all
Taxes attributable to or payable with respect to a Pre-Closing Tax Period and (ii) in
the case of any taxable period that includes (but does not end on) the Closing
Date, (x) the amount of any income or other Taxes measured on the basis of
actual economic activity (such as sales Taxes) that are attributable or payable
with respect to such period determined on a closing of the books as of the
close of business on the Closing Date, and for such purpose, the taxable period
of any partnership or other pass-through entity in which the Company holds a
beneficial interest shall be deemed to terminate at such time, and (y) the
amount of any other Taxes (if not described in the preceding clause (x), such
as ad valorem  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  52


Taxes) that are attributable or payable with respect
to the period determined on a pro rata basis with reference to the number of
days in such period prior to and including the Closing Date relative to the
number of days remaining in such period after the Closing Date.  Preliminary Statement shall have the
meaning set forth in Section 1.14 hereof.  Release shall mean any release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration into the environment or out of any property, including
the movement of any materials through or in the air, soil, surface water,
ground water or property.  Remedial Action shall mean all actions to (a) abate,
contain, ameliorate, clean up, remove, treat, remediate or in any other way
address any Hazardous Materials; (b) prevent the Release of Hazardous
Materials so that they do not migrate or endanger or threaten to endanger human
health or welfare or the indoor or outdoor environment; or (c) perform
studies, investigations, and pre- or post-remedial monitoring and care; and (d) otherwise
correct a condition of noncompliance with Environmental Laws.  Section 280G Payment shall have the
meaning set forth in Section 2.24(g) hereof.  Section 382 Allocation Agreement shall
have the meaning set forth in Section 4.12(g) hereof.  Share shall have the meaning set forth in Section 1.1
hereof.  Special Representation shall have the
meaning set forth in Section 6.1(a) hereof.  Specified Third Party Intellectual Property
shall have the meaning set forth in Section 2.13(f) hereof.  Subsidiary shall mean, with respect to any
party, any corporation or other organization, whether incorporated or
unincorporated, of which (i) such party or any other subsidiary of such
party is a general partner (excluding such partnerships where such party or any
subsidiary of such party does not have a majority of the voting interest in
such partnership) or (ii) at least a majority of the securities or other
interests having by their terms ordinary voting power to elect a majority of
the Board of Directors or others performing similar functions with respect to
such corporation or other organization is directly or indirectly owned or
controlled by such party or by any one or more of its subsidiaries.  Survival Date shall have the meaning set
forth in Section 6.1 hereof.  Taconic shall have the meaning set forth in
the preamble hereof.  Taconic Material Adverse Effect shall mean
any change, event or effect that is materially adverse to (i) the
business, assets (whether tangible or intangible), condition (financial or
otherwise), prospects, results of operations or capitalization of Taconic or (ii) Taconics
ability to consummate the transactions contemplated by this Agreement.  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  53


Target Net Working Capital Amount shall
mean $[***].  Tax or Taxes
shall mean (i) any and all taxes, charges, fees, levies or other
assessments, including income, gross receipts, profits, margins, excise, real
or personal property, lease, sales, withholding, social security, occupation,
use, service, service use, value added, license, net worth, payroll, franchise,
transfer and recording taxes, ad valorem, stamp, capital, environmental,
employment, workers compensation, disability, social security, utility,
production, unemployment compensation, windfall profits, duties, registration,
business organization, alternative or add-on minimum, fees and charges, imposed
by any Governmental Entity (whether domestic or foreign including any state,
local or foreign government or any subdivision or taxing agency thereof
(including a United States possession)), whether computed on a separate,
consolidated, unitary, combined or any other basis, and such term shall include
any interest, penalties or additional amounts attributable to, or imposed upon,
or with respect to, any such taxes, charges, fees, levies or other assessments,
(ii) Liability for the payment of any amounts of the type described in
clause (i) as a predecessor entity or as a transferee or a result of being
or having been a member of an affiliated, consolidated, combined or unitary
group, and (iii) Liability for the payment of any amounts as a result of
being party to any Tax sharing agreement or arrangement or as a result of any
obligation to indemnify any other person with respect to the payment of any
amounts of the type described in clause (i) or (ii).  Tax Claim shall mean any third party claim (i) relating
to Taxes for which Caliper is liable pursuant to Section 4.11 or (ii) relating
to any breach of the representations and warranties contained in Section 2.10.  Tax Return
shall mean any return, declaration, report, claim for refund, information
return, or statement, and any schedule, attachment, or amendment thereto,
including without limitation any consolidated, combined or unitary return or
other document and any schedule, attachment or amendment thereto filed or
required by any Governmental Entity to be filed in connection with the
determination, assessment, collection, imposition, payment, refund or credit of
any federal, state, local or foreign Tax or the administration of the Laws
relating to any Tax.  Third-Party Expenses shall have the meaning
set forth in Section 4.2 hereof.  Threshold Amount shall have the meaning set
forth in Section 6.2(a)(iii) hereof.  Transaction shall have the meaning set
forth in preamble hereof.  Treasury Regulations shall mean the final,
temporary and proposed federal income tax regulations promulgated under the
Code, as such Treasury Regulations may be amended from time to time.  All references herein to specific sections of
the Treasury Regulations shall be deemed also to refer to any corresponding
provisions of predecessor or succeeding Treasury Regulations.  [Remainder of page intentionally left blank.]  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  54


IN WITNESS WHEREOF, Taconic, CLS and Xenogen have
caused this Agreement to be signed, all as of the date first written above.  TACONIC
  FARMS, INC.By:
  /s/ Todd F. LittleName:
  Todd F. LittleTitle:
  President and Chief Executive OfficerCALIPER
  LIFE SCIENCES, INC.By:
  /s/ E. Kevin HrusovskyName:
  E. Kevin HrusovskyTitle:
  President and Chief Executive OfficerXENOGEN
  CORPORATIONBy:
  /s/ E. Kevin HrusovskyName:
  E. Kevin HrusovskyTitle:
  President and Chief Executive Officer  Portions of this Exhibit were omitted and have been filed
separately with the Secretary of the Commission pursuant to the Registrants
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.  55