Exhibit 2.6  Execution Version   Asset Sale and Purchase Agreement  between  Caliper Life Sciences, Inc.  and  Sotax Corporation   Portions of this Exhibit were omitted, as indicated by
[***], 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.


This Asset Sale and Purchase Agreement(this Agreement),
is made and entered into as of October 29, 2008, by andbetween
Caliper Life Sciences, Inc.,
a Delaware corporation, 68 Elm Street, Hopkinton, MA 01748, USA (Caliper or the Seller) and Sotax
Corporation, a Virginia corporation, 411 Caredean Drive, Horsham, PA 19044, USA
(Sotax or the Purchaser)
with regard to an acquisition of Calipers Pharmaceutical Development and
Quality Business.  Caliper and Sotax are
referred to each as a Party and
together as the Parties.  I.
  Objective
  
  2II.
  Defined
  Terms
  
  3III.
  Purchase
  and Sale
  
  11IV.
  Closing;
  Termination
  
  17V.
  Transition
  
  22VI.
  Representations
  and Warranties of the Seller
  
  32VII.
  Representations
  of the Purchaser
  
  42VIII.
  Restrictive
  Covenants
  
  44IX.
  Indemnification
  
  45X.
  General
  Provisions
  
  49XI.
  Governing
  Law; Jurisdiction
  
  52  Exhibits:  Exhibit A -
  Form of Assignment and
  Assumption AgreementExhibit B -
  Form of Bill of SaleExhibit C -
  Form of Patent AssignmentExhibit D -
  Form of Trademark AssignmentExhibit E -
  Form of Transition Services
  AgreementExhibit F -
  Form of Escrow Agreement  I.Objective  1.The Seller currently
conducts the Business (as defined herein) and intends to divest the Business in
order to focus on its core drug discovery and development business.  2.The Purchaser desires to
purchase from the Seller, and the Seller desires to sell, transfer and assign
to the Purchaser, substantially all of the assets and rights associated with
the Business on the terms and conditions of this Agreement.  3.Except for the Assumed
Liabilities, the Purchaser is assuming none of Calipers Liabilities.  Portions of this Exhibit were
omitted, as indicated by [***], 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.The Business
comprises thedevelopment, manufacture, marketing, sale and
distribution of products and the performance of services for drug content
uniformity and dissolution rate testing for dose drug forms and such other
products and services sold or performed using or involving the Products being
sold to the Purchaser hereunder.  5.In consideration of the
mutual promises, covenants, representations and warranties made herein and of
the mutual benefits to be derived herefrom, the Parties hereto, intending to be
legally bound, hereby agree as follows.  II.Defined
Terms  As
used in this Agreement, the following terms shall have the following meaning:  Action means any claim, action,
suit, arbitration, inquiry, proceeding or investigation by or before any
Governmental Authority.  Affiliate means, with respect to
any specified Person, any other Person that directly, or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control
with, such specified Person.  Agreement or this Agreement means this Asset Sale and
Purchase Agreement, including the Exhibits and Schedules hereto.  Allocation Schedule has the meaning
as stated in Section 14.  Assigned Contracts means those
Contracts set forth on Schedule IIA to this Agreement.  Assignment and Assumption Agreement
means the Assignment and Assumption Agreement in the form attached as Exhibit A
to this Agreement.  Assumed  Liabilities
has the meaning as stated in Section 9.1.  Benefit  Plans
means any employee pension benefit plans (as defined in Section 3(2) of
the Employee Retirement Income Security Act of 1974, as amended (ERISA)), welfare benefit plans
(including post retirement medical and life insurance) (as defined in Section 3(1) of
ERISA), bonus, stock purchase, stock ownership, stock option (or other
equity-based), deferred compensation, incentive, severance, change in control,
termination or other compensation plan, policy, agreement or arrangement, and
other material employee fringe benefit plans, policies or arrangements whether
or not subject to ERISA or oral presently or within the previous six (6) years
sponsored, maintained, contributed to, or required to be contributed to, by the
Seller or its ERISA Affiliates.  Bill of Sale means the Bill of Sale
and Assignment in the form attached as Exhibit B to this Agreement.  Business has the meaning as stated
in Section 4.  Portions of this Exhibit were omitted, as
indicated by [***], 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


Business Day means any day that is
not a Saturday, a Sunday or other day on which banks are required or authorized
by law to be closed in the State of New York.  Business Personnel has the meaning as
stated in Section 7.14.  Caliper is the Person identified in
the introduction of this Agreement.  Caliper Pay Off Amount has the
meaning as stated in Section 19.  Caliper  Pay
Off Amount Recipient and Caliper Pay Off Amount
Recipients have the meanings as stated in Section 19.  Closing has the meaning as stated
in Section 15.  Closing Date has the meaning as
stated in Section 15.  Code means the United States
Internal Revenue Code of 1986, as amended.  Competing Business means a business
(i) of developing, manufacturing, marketing, selling and/or distributing
products or performing services fordrug content uniformity and/or dissolution rate
testing for dose drug forms or (ii) solely or predominately related to any
of the Products acquired by the Purchaser hereunder.  Confidentiality Agreement means the
Letter of Intent dated as of October 1, 2008between
the Seller and Sotax.  Contract means any note, bond,
mortgage, indenture, guarantee, license, lease, agreement, contract,
instruments, subcontract or other obligation, including all amendments thereto,
whether written or oral.  control (including the terms
controlled by and under common control with), with respect to the
relationship between or among two or more Persons, means the possession,
directly or indirectly or as trustee or executor, of the power to direct or
cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, as trustee or executor, by Contract or
otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.  Customer Documentation
has the meaning as stated in Section 36.  Damages means all Liabilities,
obligations, claims, demands, damages (includingdiminutionin value), penalties,
settlements, causes of action, costs and expenses, including, without
limitation, all reasonable attorneys, experts and accountants fees, expenses
and disbursements and court costs including, without limitation, those incurred
in connection with the Purchaser Indemnified Persons enforcement of this
Agreement and the indemnification provisions of Article IX.  Portions of this Exhibit were
omitted, as indicated by [***], 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


Device has the meaning as stated in
the definition of Products in this Article II.  Device Registration has the meaning
as stated in Section 7.10.  Disclosure Schedule means the
Disclosure Schedule, dated as of the date hereof, and forming a part of this
Agreement, delivered by the Seller to the Purchaser.  Distribution Agreements has the
meaning as stated in Section 29.  Encumbrance means any mortgage,
pledge, deed of trust, hypothecation, right of others, claim, security
interest, encumbrance, burden, title defect, title retention agreement, lease,
sublease, license, occupancy agreement, easement, covenant, condition,
encroachment, voting trust agreement, interest, option, right of first offer, negotiation
or refusal, right of purchase, proxy, lien (including, without limitation, any
environmental or Tax lien), charge or other restrictions or limitations of any
nature whatsoever, including but not limited to such Encumbrances as may arise
under any Contract.  Environmental Law means any
supranational, national, federal, state, canton, provincial, municipal or local
statute, law, ordinance, regulation, rule, code, order or common law relating
to pollution or protection of the environment, including, without limitation,
to the use, handling, transportation, treatment, storage, disposal, release or
discharge of Hazardous Materials.  Environmental Liability means any
claim, demand, order, suit, obligation, Liability, cost (including, without
limitation, the cost of any investigation, testing, compliance or remedial
action), loss or expense (including attorneys and consultants fees and expenses)
in each case, whether arising or incurred before, on or after the Closing Date,
arising out of, relating to or resulting from any environmental, health, or
safety matter or condition, in each case in existence prior to or as of the
Closing Date, including natural resources, and related in any way to the
Business or to this Agreement or its subject matter.  Environmental Permit means any
governmental permit, approval, identification number, license or other
authorization required under or issued pursuant to any Environmental Law.  ERISA means the Employee Retirement
Income Security Act of 1974, as amended.  ERISA Affiliate means (i) any
corporation included with the Seller in a controlled group of corporations
within the meaning of Section 414(b) of the Code; (ii) any
trade or business (whether or not incorporated) which is under common control
with the Seller within the meaning of Section 414(c) of the
Code; (iii) any member of an affiliated service group of which the
Seller is a member within the meaning of Section 414(m) of the Code;
or (iv) any other Person or entity treated as an affiliate of the
Seller under Section 414(o) of the Code.  Escrow Agent meansU.S. Bank National Association.  Portions
of this Exhibit were omitted, as indicated by [***], 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


Escrow Agreement has the meaning as
stated in Section 13.2.  Escrow Amount has the meaning as
stated in Section 13.2.  Excluded Assets has the meaning as
stated in Section 8.  Expiration Date has the meaning as
stated in Section 108.  Field means any product or service
offering presently offered by Caliper similar to Calipers Sciclone and
Zephyr; solid phase extraction instruments, such as Calipers AutoTrace and
RapidTrace instruments; instruments for sample concentration by means of
evaporation, such as Calipers TurboVap instrument; microfluidic based
instruments currently marketed by Caliper, and any optical imaging instruments
or reagents currently marketed by Caliper, but in no event shall the term
Field mean (x) any product or service offering currently being sold by
Sotax or any of its Affiliates on the date hereof, or (y) any of the
Products acquired hereunder or (z) any product or service that Sotax or
any of its Affiliates subsequently offer in relation to drug content uniformity
or dissolution rate testing.  Final Purchase Price has the
meaning as stated in Section 12.  Final Termination Date has the
meaning as stated in Section 20.1.5.  Financial Statements has the
meaning as stated in Section 61.  Funded Indebtedness means, in the
case of Caliper, the aggregate amount of the Indebtedness of Caliper related to
the Business and outstanding as of the Closing.  GAAP means generally accepted
accounting principles in the United States applied on a consistent basis.  Governmental Authority means any
supranational, national, federal, state, canton, provincial, municipal or local
body or any government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal, or judicial or arbitral body.  Governmental Order means any order,
writ, judgment, injunction, decree, stipulation, determination or award entered
by or with any Governmental Authority.  Hazardous Material means (i) any
petroleum, petroleum products, by-products or breakdown products, radioactive
materials, asbestos-containing materials or polychlorinated biphenyls or (ii) any
chemical, material or substance defined or regulated as toxic or hazardous or
as a pollutant, contaminant or hazardous waste under any Environmental Law.  Income Tax means any and all Taxes
based upon, or measured or calculated with respect to, net income (including,
but not limited to, any capital gains or alternative minimum taxes).  Portions of this Exhibit were omitted, as
indicated by [***], 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


Indebtedness as applied to any
Person, means, without duplication, (i) all indebtedness for borrowed
money (including, without limitation, all obligations for principal, interest,
premiums, penalties, fees, expenses and breakage costs), (ii) all
obligations evidenced by a note, bond, debenture, debt security, draft or
similar instrument, (iii) that portion of obligations with respect to
capital leases that is properly classified as a liability on a balance sheet in
conformity with GAAP, (iv) notes payable and drafts accepted representing
extensions of credit, (v) any obligation owed for all or any part of the
deferred purchase price of property or services (excluding trade payables
incurred in the ordinary course of business), (vi) all obligations for the
reimbursement of letters of credit, bankers acceptances or similar credit
transactions, (vii) all obligations under any currency or interest rate
swap, hedge or similar protection device, (viii) all Liabilities of any
type which are secured by any Encumbrance or any property or asset owned or
held by such Person, (ix) all obligations of a type described in clauses (i) through
(viii) of any other Person, the payment of which is guaranteed, directly
or indirectly, by the first Person, and (x) all indebtedness and
obligations of the types described in the foregoing clauses (i) through (viii) to
the extent secured by any Encumbrance on any property or asset owned or held by
that Person regardless of whether the indebtedness secured thereby shall have
been assumed by that Person or is nonrecourse to the credit of that Person.  Independent Distributors has the
meaning as stated in Section 29.  Indemnified Party has the meaning
as stated in Section 110.1.  Indemnifying Party has the meaning
as stated in Section 110.1.  Intellectual
Property means, in any and all jurisdictions, any and all of
the following: (i) patents and patent applications; (ii) registered
and unregistered trademarks and service marks, including the goodwill
associated therewith; (iii)all original works of
authorship fixed in any tangible medium of expression, whether registered as a
copyright or not, including, without limitation, all software, documentation,
brochures and blueprints in any way connected the design, development,
manufacture, calibration, testing, use, operation, marketing, or sale of the
Products;(iv) any
kind of registered or unregistered design rights; (v) confidential and
proprietary information, including trade secrets and know-how (including, without
limitation, all know-how relating to all production steps of Products; (vi) domain
names related to the name Zymark and (vii) inventions, methods,
techniques and other intellectual property purported by the Seller to be owned
by the Seller, and in each case other than clause (vi) above, used solely
or predominately in the Business.  Inventories
means all stock of raw materials, components and spare parts for Devices,
works-in-progress, demo items and finished Devices, merchandise, packaging,
finished goods, works-in-progress and raw materials related solely to the
Business, and not intended by the Seller for use outside the Business,
maintained, held or stored by or on behalf of the Seller on the Closing Date
and any prepaid deposits for any of the same.  IRS
means the United States Internal Revenue Service.  Portions of this Exhibit were omitted, as indicated
by [***], 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


Key Persons means the Business
Personnel listed in Schedule IIB.  Law means any supranational,
national, federal, state, canton, provincial, municipal or local statute, law,
ordinance, regulation, rule, code, order, other requirement or rule of
law.  Liabilities means any and all
debts, liabilities and obligations, whether accrued or fixed, absolute or
contingent, matured or unmatured or determined or determinable, including,
without limitation, those arising under any Law (including, without limitation,
any Environmental Law), Action or Governmental Order and those arising under
any Contract, agreement, arrangement, commitment or undertaking.  Licenses and Permits has the
meaning as stated in Section 7.9.  Material Adverse Effect means, (1) with
respect to the Seller, a (i) change in, or effect on, or development
related to the Business that, individually or in the aggregate with any other
changes in, or effects on, the Business is materially adverse to the business,
results of operations or financial condition of the Business, taken as a whole
or (ii) material impairment of the ability of the Seller to perform its
obligations under this Agreement; provided, however, that for the purposes of
this clause (1), Material Adverse Effect shall not include any change in, or
effect on, or development related to the Business directly or indirectly
arising out of or attributable to (a) changes or effects that generally
affect the industries in which the Business operates, (b) changes in general
economic, regulatory or political conditions or (c) changes solely
attributable to the announcement of the execution of this Agreement, the
consummation of the transactions contemplated hereby, the identity of the
Purchaser or actions solely caused by or under the responsibility of the
Purchaser or, (2) with respect to the Purchaser, a material impairment of
the ability of the Purchaser to perform its obligations under this Agreement;
provided, however, that for the purposes of this clause (2), Material Adverse Effect shall not
include any change in, or effect on, or development related to the Purchaser,
directly or indirectly, arising out of or attributable to (a) changes in
general economic, regulatory or political conditions or (b) changes solely
attributable to the announcement of the execution of this Agreement, the
consummation of the transactions contemplated hereby, the identity of the
Seller or actions solely caused by or under the responsibility of the Seller.  Material Contracts has the meaning
as stated in Section 75.  Order means the entry in any
judicial or administrative proceeding brought under any Law by any Governmental
Authority or any other party of any permanent or preliminary injunction or
other order.  Patent Assignment means the Patent
Assignment in the form attached as Exhibit C to this Agreement.  Person means any individual,
partnership, firm, corporation, association, trust, unincorporated organization
or other entity, as well as any syndicate or group that  Portions of this Exhibit were omitted, as
indicated by [***], 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


would
be deemed to be a person under the Securities Exchange Act of 1934, as
amended.  Pre-Closing Taxes means any Tax
arising from the conduct of the Business attributable to any taxable period, or
portion thereof, ending on or before the Closing Date.  In the case of a
taxable period beginning before and ending after the Closing Date, Pre-Closing
Taxes shall include:  (i) in the case of Taxes imposed on or
calculated by reference to income, gain, receipts, sales, use, payment of
wages, or other identifiable transactions or events, all such Taxes that would
be payable if the taxable period ended on and included the Closing Date; and (ii) in
the case of all other Taxes (including but not limited to real, personal, or
intangible property taxes, franchise taxes, or capital stock or net worth
taxes), all such Taxes for the entire taxable period multiplied by a fraction,
the numerator of which is the number of days in the taxable period ending on
and including the Closing Date, and the denominator of which is the number of
days in the entire taxable period.  Procurement Contracts has the
meaning as stated in Section 39.  Products meansany kind of instruments
named as, or containing the name, TPW, APW, MultiDose, MultiDose Plus,
EasyFill, MultiFill, XP Robot, Prelude, and BenchMate and in all
existing technical versions (Devices)
and the performance of validation and maintenance services for such Devices (Services), whereby Devices and
Services being together the Products;
provided that Caliper shall retain the right following the Closing to
manufacture, market and sell instruments substantially functionally equivalent
to the XP Robot; provided further that such instruments do not comprise a
Competing Business.  Promotional Material has the
meaning as stated in Section 7.12.  Purchaser is the Person identified
in the introduction of this Agreement.  Purchaser Indemnified Person(s) has
the meaning as stated in Section 109.1.  Purchase  Price
has the meaning as stated in Section 11.  Purchase Price Bank Account means
one or more bank accounts to be designated by the Seller in a written notice to
the Purchaser at least four (4) Business Days before the Closing.  Receivables means any and all
accounts receivable, notes and other amounts receivable from third parties,
including, without limitation, customers, arising from the conduct of the
Business before the Closing Date, whether or not in the ordinary course, together
with all unpaid financing charges accrued thereon.  Registration Data means all data,
including, without limitation, chemistry, residue studies, environmental
studies, toxicology studies, assessments, biological and safety data and
summaries thereof, prepared by or for the Business, including (but not limited
to) any such studies or data prepared for Governmental Authorities in support
of an  Portions of this Exhibit were omitted, as
indicated by [***], 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


application
for a technical or formulated product registration, an amended registration, registration,
or experimental use permit, or to maintain an existing technical or formulated
product registration, if any.  Representatives mean all directors,
officers, employees, agents, advisers or other persons acting on behalf of a
Party.  Related and Incidental Assets means
all deposits and prepayments for goods or services purchased or to be purchased
by Caliper (other than deposits and prepayments relating to services provided
in connection with the negotiation, preparation, execution and delivery of this
Agreement); all customer lists and records; and all sales data; all restrictive
covenants prohibiting competition, solicitation of employees, vendors,
suppliers, customers, agents and independent contractors and similar covenants
which run in favor of Caliper; all Encumbrances on the assets of others;
suppliers lists and records; all books and records owned by Caliper; all
catalogues, brochures, art work, photographs and advertising and marketing materials
owned by Caliper; and all other property and rights of every kind or nature
owned by Caliper, in each of the foregoing cases solely or predominately
related to the Business, other than to the extent comprising a part of the
Excluded Assets.  Retained Liabilities has the
meaning as stated in Section 10.  Sales Contracts has the meaning as
stated in Section 31.  Seller is the Person identified in
the introduction of this Agreement.  Seller Indemnitor has the meaning
as stated in Section 109.1.  Seller Indemnitors Indemnification Cap
has the meaning as stated in Section 109.2.  Services has the meaning as stated
in the definition of Products in this Article II.  Service Contracts has the meaning
as stated in Section 33.  Subsidiary or Subsidiaries
of any Person means any corporation, partnership, joint venture or other legal
entity of which such person (either alone or though or together with any other
subsidiary) owns, directly or indirectly, more than 50% of the stock or other
equity interests, the holders of which are generally entitled to vote for the
election of the board of directors or other governing body of such corporation
or other legal entity.  Tangible Personal Property has the
meaning stating in Section 7.4.  Tax or Taxes
means any and all federal, state, local or foreign taxes, levies, duties,
tariffs, imposts, and similar charges (together with any and all interest,
penalties, additions to tax and additional amounts imposed with respect
thereto) imposed by any government or taxing authority, including, without limitation:
taxes or similar charges  Portions of this Exhibit were omitted, as
indicated by [***], 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


on
or with respect to income, franchises, windfall or other profits, gross receipts,
property, sales, use, capital stock, payroll, employment, social security,
worker compensation, unemployment compensation, or net worth; and taxes or
similar charges in the nature of excise, withholding, ad valorem, stamp,
transfer, value added, or gains taxes, and any liability pursuant to Treasury
Regulations Section 1.1502-6 or similar state, local or foreign law.  Termination
Fee has the meaning as stated in Section 20.2.3.  Third Party Claim has the meaning
as stated in Section 110.1.  Threshold Amount has the meaning as
stated in Section 109.3.  Trademark Assignment means the
Trademark Assignment in the form attached as Exhibit D to this
Agreement.  Transferred Assets has the meaning
as stated in Section 7.  Transferred Employees has the
meaning as stated in Section 43.  Transferred Intellectual Property
has the meaning as stated in Section 7.2.  Transition Services Agreement means
the Transition Services Agreement in the form attached as Exhibit E
to this Agreement.  Transaction Documents means,
collectively, this Agreement, the Assignment and Assumption Agreement, the Bill
of Sale, the Patent Assignment, the Trademark Assignment and the Transition
Services Agreement.  Treasury Regulations mean the
Treasury Regulations promulgated under the Code.  All references to the Treasury Regulations
shall be deemed to include references to any applicable successor law or
regulations.  Glossary
of Other Defined Terms.  Each of the
terms set forth below and not defined in this Article II shall have the
meaning ascribed thereto in the corresponding Section.  III.Purchase and Sale  6.Agreement to Sell and Purchase the Transferred
Assets.  The Seller shall, on the Closing Date, sell,
assign, transfer, convey and deliver to the Purchaser, or cause its Subsidiaries
as listed inSchedule 6to this Agreement to sell, assign, transfer, convey and deliver
to the Purchaserand the Purchaser shall purchase from the Seller and any such Subsidiaries, all
of the Sellers and its Subsidiaries right, title and interest in and to the
following assets as of the Closing Date:  7.Transferred
Assets.  The Transferred Assets comprise the following tangible
and intangible assets:  Portions of this Exhibit were omitted, as
indicated by [***], 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


7.1.the
on-going business and operations of the Business, including, without
limitation, all goodwill of the Seller relating thereto;  7.2.all
Intellectual Property relating to the Business listed in Schedule 7.2 to
this Agreement, excluding the trademark Caliper and any derivative thereof (Transferred Intellectual Property);  7.3.all
of the interest of the Seller in the Transferred Intellectual Property;
provided that thethe Seller shall retain
ownership of the ZyOs Operating System and EasyLab programming language, as
described in Schedule 7.2 (collectively with the source code to the ZyOs
Operating System and EasyLab programming language, the Software),
and the Seller hereby grants to the Purchaser a worldwide, perpetual,
irrevocable, transferable, nonexclusive, fully-paid, royalty-free license to
the Software, with the right to sublicense, that allows the Purchaser to
commercialize and exploit the Software to fullest extent as if the Purchaser
owned the Software including, without limitation, the rights to: (i) access,
support and maintain the Software; (ii) create derivative works of the
Software including updates, upgrades, modifications, enhancements and
customizations; (iii) compile object code, if any, from the Software and
derivative works thereof; (iv) link, embed, combine and otherwise utilize
the Software with other source and object code (whether owned or licensed by
the Purchaser) to create applications (collectively Applications); (v) directly
and indirectly license, sublicense and distribute the Software (and derivative
works thereof) and Applications, either separately or with other products
(including the Products); (vi) make, have made, use, lease, and/or sell
any product (including the Products); and (vii) copy, install and use the
Software as necessary or desirable to enjoy the foregoing rights;  7.4.all
(i) machines, moulds, tools, equipment and the other tangible personal
property that are solely or predominately used in the conduct of the Business,
owned, leased, or otherwise held by the Seller contained in the work-stations
as listed and described in the Fixed Asset Inventory attached as Schedule
7.4 to this Agreement, (ii) laptops, desktops, cell phones and
blackberries used by the Business Personnel, (iii) officer furniture and
cubicles located in the office space to be leased from the Seller by the
Purchaser and(iv) all instruments, tools, furniture, beamers,
projectors, booths and other items used soley or predominatley in the Business
and needed to perform instrument demos, staff trainings, customer trainings and
other events to promote the Products at the Hopkinton, MA facilities, trade
shows or any other site(Tangible Personal Property);  7.5.all
Inventories in existence as of the Closing Date consistent in nature with the
identified Inventories of the Business as of September 30, 2008 attached
as Schedule 7.5 to this Agreement; provided that such Inventories willbe restocked to normal
replenishment levels as of the Closing Date;  Portions
of this Exhibit were omitted, as indicated by [***], 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


7.6.all
Sales Contracts that are Open Orders according to Section 31-32;  7.7.all
existing Service Contracts as of the Closing Date according to Section 33-34;  7.8.all
existing Procurement Agreements as of the Closing Date according to Section 39;  7.9.all
licenses and permits with regard to the operation of the Business to the extent
transferable (Licenses and Permits) as
listed in Schedule 7.9 to this Agreement;  7.10.all
registrations of the Devices (Device Registration)
as listed in Schedule 7.10 to this Agreement; provided that the Seller
shall provide to the Purchaser the Registration Data relating to the Devices on
or prior to the Closing Date;  7.11.all
operational business data comprising books of account, general, financial and
personnel records with respect to the name, title, years of service, salary and
workers compensation claims, invoices, shipping records, supplier lists,
customer lists, marketing material, sales and production correspondence and
other documents, records and files owned, solely or predominantly associated
with or employed solely or predominantly in the conduct of the Business by the
Seller or solely or predominantly used in, or solely or predominantly relating
to, the Business at the Closing Date, as permitted by Law and unless any of
such documents are subject to confidentiality agreements limiting their release
and the Seller shall not have obtained consent to their release, with the
Seller maintaining the right to retain copies of all such documents, except to
the extent that any such documents which relate solely to the Business are
determined in good faith by the Purchaser to contain competitively sensitive
information;  7.12.all
sales and promotional literature and other sales-related materials owned,
previously used, currently used, associated with or employed by the Seller for
use in the conduct of the Business (Promotional Material);  7.13.all
rights of the Seller under the Material Contracts, except to the extent that a
consent cannot be obtained as further set forth in Section 40;  7.14.to
the extent transferable by the Seller or by any of the Sellers Affiliates, all
employment relationships attributed to personnel listed in Schedule 7.14
to this Agreement (Business Personnel) and the
personnel files for all Business Personnel who become employees of the
Purchaser;  7.15.the
trademark Zymark and any derivatives thereof together with all of the
Sellers rights to the domain name www.zymark.com;  Portions of this Exhibit were
omitted, as indicated by [***], 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


7.16.all
rights allocated to prepaid expenses relating to the Business (other than
prepaid Income Taxes);  7.17.the
Customer Documentation according to Sections 36 -38;  7.18.to
the extent not covered by Section 7.1 through Section 7.17, all
Related and Incidental Assets; and  7.19.all
rights of Caliper under any claims, credits, causes of action or rights of
set-off, including for past, present or future damages, against third parties
including, without limitation, all warranties, guarantees, sureties,
indemnities and similar rights in favor of Caliper arising out of or with
respect to any of the assets described in Section 7.1 through Section 7.18
of this Agreement.  8.Excluded
Assets.  Notwithstanding the terms of Section 7,
the Seller shall not sell, convey, assign, transfer or deliver to the
Purchaser, and the Purchaser shall not purchase, and the Transferred Assets
shall not include, the Sellers right, title and interest to the following assets
(Excluded Assets):  8.1.all
cash and cash equivalents, securities, and negotiable instruments of the Seller
on hand, in bank accounts, in lock boxes, in financial institutions or
elsewhere;  8.2.except
as otherwise expressly included in the Transferred Assets, all assets, rights,
technologies, compounds, products and intellectual and industrial property
belonging to the Seller to the extent not solely or predominately used in the
conduct of the Business;  8.3.all
Tax returns, reports, records and workpapers, and all rights to Income Tax
refunds, credits and similar benefits, relating to the Seller, its Subsidiaries,
the Business or the Transferred Assets attributable to periods ending, or an
event occurring, on or prior to the Closing Date;  8.4.all
claims, causes of action, chooses in action, rights of recovery and rights of
set-off of any kind, solely pertaining to or solely arising out of the conduct
of the Business prior to the Closing Date, and inuring to the benefit of the
Seller, unless expressly otherwise stated in this Agreement;  8.5.the
trademark Caliper and any derivatives thereof;  8.6.all
Receivables of the Seller; and  8.7.any
exclusive right to develop, manufacture, market or sell any instrument that is
functionally equivalent to the Sellers current XP Robot product;provided that such
instruments do not comprise a Competing Business.  9.Assumption
of Liabilities.  9.1.At
the Closing Date, the Purchaser will assume only:  Portions of this Exhibit were
omitted, as indicated by [***], 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


9.1.1.Calipers
executory obligations arising after the Closing Date under each of the Assigned
Contracts, except to the extent that any such executory obligations result
from, arise out of, relate to, or are caused by, any one or more of the
following: (i) any breach of any of the Assigned Contracts occurring on or
before the Closing Date, (ii) any infringement or violation of any Law
occurring on or before the Closing Date, or (iii) any event or condition
occurring or existing on or before the Closing Date which through the passage
of time or the giving of notice or both would constitute a breach or default by
Caliper under any of the Assigned Contracts,  9.1.2.the
trade payables and accrued expenses listed on Calipers balance sheet as of September 30,
2008 to the extent not paid before the Closing Date and those trade payables
and accrued expenses incurred by Caliper since September 30, 2008 in the
ordinary course of business consistent with past practice; and  9.1.3.accrued
vacation and accrued variable compensation expense as set forth on Schedule
47.1 (such obligations and Liabilities so assumed pursuant to this Section 9.1,
the Assumed Liabilities).  Notwithstanding
anything to the contrary contained in this Section 9, Liabilities arising
from the disclosures made in the Disclosure Schedules shall not attach to the
Transferred Assets and shall not be an Assumed Liability and shall remain a
Retained Liability unless specifically included within the definition of
Assumed Liabilities.  10.Retained
Liabilities.  Except for the Assumed Liabilities, the
Purchaser shall not, by virtue of its acquisition of the Transferred Assets or
otherwise, assume or become responsible for any Liabilities of Caliper of any
kind and nature whether arising before, on or after the Closing Date that are
not expressly included within the definition of Assumed Liabilities
(collectively, the Retained
Liabilities).  The intent and objective of Caliper and the
Purchaser is that, except for Assumed Liabilities, the Purchaser shall not, and
does not hereby, assume, and no transferee or successor liability of any kind
and nature shall attach to the Purchaser pertaining to, any of the Retained
Liabilities, all of which such Retained Liabilities shall be the sole
responsibility of Caliper.  Caliper shall
pay, perform or otherwise discharge as the same shall become due and payable in
accordance with their respective terms, all of the Retained Liabilities.  11.Purchase Price. 
The aggregate purchase price and consideration to be paid by the
Purchaser for the purchase andtransition of the Transferred Assets and the execution
of this Agreement by the Seller shall be $13,800,000 subject to adjustment as
set forth in Section 12 and the assumption by the Purchaser of the Assumed
Liabilities (the Purchase Price).  12.Purchase
Price Adjustments.  The Purchase Price shall be adjusted as
follows:  Portions of this Exhibit were
omitted, as indicated by [***], 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


12.1.The
Purchase Price shall be reduced by any decrease in the value of the Inventories
as of the Closing Date below $2,400,000.  12.2.The
Purchase Price shall be reduced by the aggregate amount invoiced (for payment
to the Seller) in respect of any Service Contract entered into on or after October 1,
2008 and the Purchase Price shall be increased by the aggregate amount of the
pro rata allocation of any services actually performed by the Seller with
respect to Service Contracts between October 1, 2008 the Closing Date, as
set forth on a certificate duly executed by the Chief Financial Officer of the
Seller delivered to the Purchaser no earlier that 48 hours prior to the Closing
Date.  12.3.Retention
by the Seller of the $[***] break-up fee paid by the Purchaser to the Seller
pursuant to Section 21 of the Confidentiality Agreement.  The Purchase Price, as
adjusted in accordance with this Section 12, the Final
Purchase Price.  13.Payment
of Final Purchase Price.  The Final Purchase Price shall be paid by the
Purchaser as follows:  13.1.On behalf of Caliper to each
Caliper Pay-Off Amount Recipient, by wire transfer of immediately available
funds to one or more accounts designated by each such Caliper Pay-Off Amount
Recipient, an amount equal to that amount set forth in such recipients pay-off
letter as being the Caliper Pay Off Amount owing to such recipient, to enable
Caliper to repay Calipers Funded Indebtedness related to the Business;  13.2.To the Escrow Agent, an amount equal to $[***](such amount, the Escrow
Amount) to be deposited in an escrow account established
pursuant to the terms and conditions of an escrow agreement (the Escrow Agreement) by and among the
Escrow Agent, the Purchaser and the Seller, substiantiallyin
the form attached as Exhibit F to this Agreement; and  13.3.To the Purchase Price Bank
Account by wire transfer of immediately available funds, an amount equal to the
difference between the Final Purchase Price, minus (i) the
aggregate Caliper Pay Off Amounts, if any, and (ii) the Escrow Amount.  14.Purchase Price Allocation.  Within ten (10) days of the
determination of the Final Purchase Price, the Purchaser shall deliver to the
Seller a schedule allocating the Final Purchase Price and Assumed Liabilities
among the Transferred Assets and non-competition covenant in accordance
with Section 1060 of the Code (the Allocation Schedule). 
The Seller shall have fifteen (15) days from its receipt of the
Allocation Schedule to notify the Purchaser, in writing, of detailed
explanations for any dispute.  If the Seller does not provide such notice
to the Purchaser, the Seller shall be deemed to have accepted the Allocation
Schedule as delivered by the Purchaser. 
If the Seller does provide such notice, each of the  Portions of this Exhibit were omitted, as
indicated by [***], 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


Purchaser and the Seller shall negotiate in good faith to resolve the
dispute.  If the Purchaser and the Seller
are unable to resolve the dispute within 30 days following the Purchasers
receipt of the Sellers notice, the dispute shall be resolved by an independent
accounting firm, who shall be jointly appointed by, and whose fees shall be
jointly and equally paid by, the Purchaser and the Seller.  All parties shall prepare and file all
applicable Tax returns, including Internal Revenue Service Form 8594,
consistent with the finalized Allocation Schedule.The Seller shall timely and properly prepare,
execute, file and deliver all documents, forms and other information the
Purchaser may reasonably request to prepare the Allocation Schedule.  Neither the Seller nor the Purchaser shall
take any position (whether in audits, Tax returns or otherwise) that is
inconsistent with the Allocation Schedule unless required to do so by
applicable Law.  IV.Closing;
Termination  15.Closing. 
Subject to the conditions precedent set forth in Sections 16 and 17, the
Closing of the transaction contemplated by this Agreement shall take place at a
closing (the Closing) to be held at the offices of the
Seller in Hopkinton, Massachusetts, USA at 10:00 A.M.  Eastern Standard Time on November 10th,
2008 or at such other place or at such other time or on such other date as the
Seller and the Purchaser may mutually agree upon in writing (the day on which
the Closing takes place being the Closing Date).  16.Conditions
Precedent to the Purchasers Obligations. 
The Purchasers obligations to consummate the transactions contemplated
hereby at the Closing are subject to the satisfaction of, or waiver in writing
by the Purchaser of, prior to or at the Closing, each and every of the following
conditions precedent:  16.1.Representations;
Performance.  16.1.1.Each
of the representations and warranties of Caliper contained in this Agreement
shall (1) be true and correct as of the date hereof, and (2) shall be
repeated and shall continue to be true and correct in all material respects on
and as of the Closing Date with the same effect as though made on and as of the
Closing Date.  16.1.2.The
Seller shall have in all material respects duly performed and complied with all
agreements and covenants required by this Agreement to be performed or complied
with by the Seller prior to or on the Closing Date.  16.1.3.The
Seller shall have delivered to the Purchaser a certificate, dated the Closing
Date and duly signed by an officer of Caliper to the effect set forth above in
Sections 16.1.1 and 16.1.2.  16.2.Delivery
of Documents.  The
Seller shall have executed and delivered to the Purchaser all documents,
certificates, instruments and items required to be delivered by it at or prior
to the Closing pursuant to this Agreement as set forth in Section 19
hereof.  Portions of this Exhibit were
omitted, as indicated by [***], 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


16.3.Consents.  All proceedings, if any, to have been taken
and all consents including all Governmental Approvals, necessary or advisable
in connection with the transactions contemplated hereby and the Purchasers
conduct of the Business after the Closing shall have been taken or obtained.  16.4.No
Material Adverse Effect. 
Since September 30, 2008, no event, occurrence, fact, condition,
change, development or effect shall exist or have occurred that, individually
or in the aggregate, has had or resulted in or could reasonably be expected to
have or result in a Material Adverse Effect with respect to the Business.  16.5.No
Legal Proceeding Affecting Closing.  At the Closing Date, there shall not have
been instituted and there shall not be pending or threatened Action, and no
Governmental Order shall have been entered (i) imposing or seeking to
impose limitations on the ability of the Purchaser to acquire or hold or to
exercise full rights of ownership of any of the Transferred Assets; or (ii) restraining,
enjoining or prohibiting or seeking to restrain, enjoin or prohibit the
consummation of the transactions contemplated hereby.  17.Conditions
Precedent to Calipers Obligations. 
The obligations of Caliper to consummate the transactions contemplated
hereby at the Closing are subject to the satisfaction of, or waiver in writing
by Caliper, of, prior to or at the Closing, each and every of the following
conditions precedent:  17.1.Representations;
Performance.  17.1.1.Each
of the representations and warranties of the Purchaser contained in this
Agreement (1) shall be true and correct in all respects at and as of the
date hereof and (2) shall be repeated and shall continue to be true and
correct in all material respects on and as of the Closing Date with the same
effect as through made on and as of the Closing Date.  17.1.2.The
Purchaser shall have in all material respects duly performed and complied with
all agreements and covenants required by this Agreement to be performed or
complied with by them prior to or on the Closing Date.  17.1.3.The
Purchaser shall have delivered to the Seller a certificate dated the Closing
Date and signed by the President or a Vice President of the Purchaser to the
effect set forth above in Sections 17.1.1 and 17.1.2.  17.2.Delivery
of Documents.  The
Purchaser shall have executed and delivered to Caliper, all documents,
certificates, instruments and items required to be delivered by it at or prior
to the Closing pursuant to this Agreement as set forth in Section 18.  Portions of this Exhibit were
omitted, as indicated by [***], 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


17.3.No
Legal Proceeding Affecting the Closing.  At the Closing Date, there shall not have
been instituted and there shall not be pending or threatened any Action and no
Governmental Order shall have been entered (i) imposing or seeking to
impose limitations on the ability of the Caliper to sell any of the Transferred
Assets; or (ii) restraining, enjoining or prohibiting or seeking to
restrain, enjoin or prohibit the consummation of the transactions contemplated
hereby.  18.Closing
Deliveries by the Purchaser.  At the Closing, the Purchaser shall deliver
to the Seller:  (i)a confirmation of payment of the Final
Purchase Price to the Purchase Price Bank Account;  (ii)a certificate, duly executed by an
authorized Secretary or Assistant Secretary of the Purchaser, dated the Closing
Date, to the effect that: (A)(1) the Certificate of Incorporation of the
Purchaser attached to such certificate is true, correct and complete, and was
in full force and effect in the form as attached to such certificate on the
date of adoption of the resolutions referred to in clause (3) below, (2) no
amendment to such Certificate has occurred since the date of adoption of the
resolutions referred to in clause (3) below other than as shown in such
certificate, (3) the resolutions adopted by the Purchasers directorsauthorizing this Agreement and the transactions
contemplated hereby with respect to the Purchaser were duly adopted at a duly
convened meeting thereof, at which a quorum was present and acting throughout,
or by unanimous written consent, and such resolutions remain in full force and
effect, and have not been amended, rescinded or modified, except to the extent
attached thereto; and (B) the officers of the Purchaser executing this
Agreement and the other documents, agreements and instruments to be executed
and delivered by the Purchaser pursuant to this Agreement are incumbent
officers of the Purchaser and the specimen signatures on such certificate are
their genuine signatures;  (iii)the Bill of Sale duly executed by the Purchaser;  (iv)the Assignment and Assumption Agreement,
duly executed by the Purchaser;  (v)the Transition Services Agreement, duly
executed by the Purchaser; and  (vi)the certificates described in Section 21.  19.Closing
Deliveries by the Seller.  At the Closing, the Seller shall deliver or
cause to be delivered to the Purchaser:  (i)instruments as may be reasonably
requested by the Purchaser or its counsel to transfer the Transferred Assets to
the Purchaser or to evidence such transfer on the public records;  Portions of this Exhibit were
omitted, as indicated by [***], 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


(ii)a cross-receipt for the Final Purchase
Price upon the Sellers confirmation that immediately available funds in the an
amount equal to the Final Purchase Price have been credited to the Purchase
Price Bank Account;  (iii)the offer letters of the Key Persons duly
executed by such Key Persons;  (iv)a certificate, duly executed by an
authorized Secretary or Assistant Secretary of Caliper, dated the Closing Date,
to the effect that: (A)(1) the Certificate of Incorporation and Bylaws of
Caliper attached to such certificate are true, correct and complete, and were
in full force and effect in the form as attached to such certificate on the
date of adoption of the resolutions referred to in clause (3) below, (2) no
amendment to such Certificate or Bylaws has occurred since the date of adoption
of the resolutions referred to in clause (3) below other than as shown in
such certificate, (3) the resolutions adopted by Calipers directors
authorizing this Agreement and the transactions contemplated hereby with
respect to Caliper were duly adopted at a duly convened meeting thereof, at
which a quorum was present and acting throughout, or, in the case of Calipers
directors, by unanimous written consent, and such resolutions remain in full
force and effect, and have not been amended, rescinded or modified, except to
the extent attached thereto; and (B) the officers of Caliper executing
this Agreement and the other documents, agreements and instruments to be
executed and delivered by Caliper pursuant to this Agreement are incumbent
officers of Caliper and the specimen signatures on such certificate are their
genuine signatures;  (v)an acknowledgment and consent, in form
and substance satisfactory to the Purchaser and the lenders providing financing
to the Purchaser in connection with the transactions contemplated by this
Agreement, from all holders of any Funded Indebtedness of Caliper (each such
holder, a CaliperPay-Off Amount Recipient and all
such holders, the CaliperPay-Off Amount Recipients), in
each case, stating that (A) effective upon the Closing, all Encumbrances
in favor of the Transferred Assets shall be terminated, released and discharged
and (B) that such holder shall deliver to the Purchaser or the Purchasers
designee any instruments, certificates, statements and other instruments necessary
to evidence such termination, release and discharge;  (vi)the Bill of Sale duly executed by
Caliper;  (vii)the Assignment and Assumption Agreement,
duly executed by Caliper;  (viii)the Trademark Assignment, duly executed
by Caliper;  (x)the Patent Assignment, duly executed by
Caliper;  Portions of this Exhibit were
omitted, as indicated by [***], 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


(xi)a duly executed non-foreign person
affidavit of the Seller dated as of the Closing Date, sworn under penalty or
perjury and in form and substance required under Treasury Regulations issued
pursuant to Section 1445 of the Code stating that the Seller is not a
foreign person as defined in Section 1445 of the Code;  (xii)the Transition Services Agreement duly
executed by Caliper;  (xiii)the certificate required by Section 12.2;
and  (xiv)the surrender of the Customer
Documentation.  20.Termination.  20.1.Termination
Generally.  This
Agreement may be terminated, and the transactions contemplated hereby may be
abandoned:  20.1.1.at
any time before the Closing, by the mutual written agreement among the
Purchaser and Caliper;  20.1.2.at
any time before the Closing, by the Purchaser if any of Calipers
representations or warranties contained in this Agreement were untrue or
incorrect when made or become untrue or incorrect in any material respect;  20.1.3.at
any time before the Closing, by Caliper if any of the Purchasers
representations or warranties contained in this Agreement were untrue or
incorrect when made or become untrue or incorrect in any material respect;  20.1.4.at
any time before the Closing, by Caliper on the one hand, or by the Purchaser on
the other hand, upon any material breach by any other Party of such other
Partys covenants or agreements contained in this Agreement, and the failure of
such other Party to cure such breach, if curable, within thirty (30) days after
written notice thereof is given by the non-breaching Party to the breaching
Party;  20.1.5.at
any time after December 31, 2008 (the Final
Termination Date), by Caliper on the one hand, or by the
Purchaser on the other hand, upon notification to the non-terminating Party by
the terminating Party if the Closing shall not have occurred on or before such
date and such failure to consummate is not caused by a breach of this Agreement
by the Party purporting to so terminate this Agreement; or  20.1.6.by
the Purchaser pursuant to Section 122.  20.2.Effect
of Termination.  20.2.1.If
this Agreement is validly terminated pursuant to Section 20.1, then this
Agreement shall forthwith become void, and, subject to  Portions of this Exhibit were
omitted, as indicated by [***], 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


Section 20.2.2 and 20.2.3 there shall be no liability under this
Agreement on the part of the Parties hereto and all rights and obligations of
each Party to this Agreement shall cease; provided that (i) the provisions
with respect to confidentiality of Section 125 shall survive any such
termination until it, by its own terms, is no longer operative; and (ii) this
Section 20 shall indefinitely survive such termination.  20.2.2.If
this Agreement is validly terminated as a result of a misrepresentation or a
breach of any warranty made by any Party to this Agreement or as a result of a
material breach by a Party of any of such Partys covenants or agreements
contained in this Agreement, or, if all conditions to the obligations of a
Party at the Closing contained in Sections 16 and 17 of this Agreement,
respectively, have been satisfied (or waived by the Party entitled to waive
such conditions) and such Party does not proceed with the Closing, then any and
all rights and remedies available to the non-breaching Parties, whether under
this Agreement, at law or in equity or otherwise shall be preserved and shall
survive the termination of this Agreement.  20.2.3.Notwithstanding any
provision in this Agreement to the contrary,[***](i) $[***](ii)[***]$[***].  21.Transfer Taxes.  The Seller shall pay all transfer,
documentary, sales, use, stamp, registration, and other similar Taxes and all
conveyance fees, real estate recording charges and other fees (including any
penalties and interest) incurred in connection with the sale and transfer of
the Transfered Assets to the Purchaser to be made hereunder.  To the extent such transfer, documentary,
excise, and similar taxes and real estate recording fees are reasonably determined
to be the legal obligation of the Purchaser, the Seller shall deliver to the
Purchaser payment for any amount due within five (5) days of the
Purchasers written notice of such obligation. 
ThePurchaser shall deliver to the Seller a sale for resale certificate with
respect to inventory.  V.Transition  A.Transition Date.  22.Date.  The transfer of the Transferred Assets from
the Seller to the Purchaser shall be deemed to occur at 00.00 A.M.
Standard Eastern Time on the Closing Date.  B.Conduct of Business Prior to the Closing
Date; Post Closing Activities.  23.General.  The Seller covenants and agrees that, with
respect to the Business and the Transferred Assets between October 1, 2008
and the Closing Date, it has conducted the Business in the ordinary course of
business consistent with past practice as a going concern, in order to enable
the Purchaser to continue the  Portions of this Exhibit were
omitted, as indicated by [***], 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


Business
after the Closing Date substantially as conducted and planned by the Seller
without interruption.  24.Aspects. 
Without limiting the generality of the foregoing, the Seller will, with
respect to the Business and the Transferred Assets between the date hereof and
the Closing Date,  (i)continue its advertising and promotional
activities, and pricing and purchasing policies, in accordance with past
practice;  (ii)produce the Products in accordance with
its existing production plans;  (iii)not shorten or lengthen the customary
payment cycles for any of its payables or receivables;  (iv)use its reasonable efforts to continue in
full force and effect without material modification all existing policies or
binders of insurance currently maintained in respect of the Business;  (v)preserve its present business operations,
organization and goodwill and current relationships with its customers,
suppliers, licensors, licensees and other persons with which it has significant
business relationships;  (vi)not terminate the employment or services
of any of the Business Personnel, other than for cause; and  (vii)use its commercially reasonable efforts
to cooperate with the Purchaser in obtaining the Consents set forth on Schedule
24 to this Agreement.  25.Non-Contractual
Actions.  The Seller shall not, without the prior
written consent of the Purchaser, between the date hereof and the Closing Date:  (i)cause or authorize any material change in
the production process and/or the composition of the Products;  (ii)conduct business activities in connection
with the Business deviating materially from, or materially exceeding, the
existing past practice;  (iii)subject the Business or the Transferred
Assets to any Encumbrance, other than any Encumbrance existing on the date
hereof;  (iv)make any material change in its
accounting policies relating to the Transferred Assets or the Business, except
as required by GAAP;  (v)sell, assign, license, transfer, convey,
lease or otherwise dispose of any assets of the Business, other than the sale
of Devices in the ordinary course of business;  (vi)change the terms of employment of the
Business Personnel;  (vii)enter into any agreement outside of the
ordinary course of business, whereby any third party could be granted access to
any  Portions of this Exhibit were
omitted, as indicated by [***], 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


part of the Intellectual Property
rights or any confidential information of the Business;  (viii)produce the Products and perform the
Services of the Business other than in accordance with its existing production
plans; or  (ix)take any action or omitted to take any action
which will result in a violation of any applicable Law.  26.Acquisition
Proposals.  From the date hereof through the Closing (or,
if earlier, the date of termination of this Agreement in accordance with Section 20),
Caliper shall not sell or otherwise transfer, or grant any rights with respect
to, the Business (other than sales of assets in the ordinary course of business
consistent with past practices and that are specifically permitted by this
Agreement) (an Acquisition
Proposal).  In addition, from the date hereof through the
Closing (or, if earlier, the date of termination of this Agreement in
accordance with Section 20), Caliper shall not, and shall not cause or
permit any of its Representatives to, directly or indirectly, solicit, initiate
or participate in any way in discussions or negotiations with, or provide any
information or assistance to, any Person or group of Persons (other than the
Purchaser and its agents and Representatives) concerning any Acquisition
Proposal, or assist or participate in, facilitate or encourage any effort or
attempt by any other Person to do or seek to do any of the foregoing.  Caliper shall promptly communicate to the
Purchaser the terms of any Acquisition Proposal which they may receive.  Nothing in this Section 26 shall prevent
the Seller from soliciting, initiating, participating in discussions regarding
the sale of an equity interest in, or in a merger, consolidation, liquidation,
dissolution, disposition of assets of Caliper (other than any assets related to
the Business); provided that any such Person assume in writing the obligations
of Caliper under this Agreement.  27.Notice
of Certain Events.  27.1.Caliper
shall promptly notify the Purchaser of:  27.1.1.any
notice or other communication from any Person alleging that the consent of such
Person is or may be required in connection with the transactions contemplated
by this Agreement or the Transaction Documents in a manner to keep the
Purchaser reasonably informed as to the status of such consents;  27.1.2.any
notice or other communication from any Governmental Authority in connection
with the transactions contemplated by this Agreement or any of the Transaction
Documents; and  27.1.3.any material Action or
litigation commenced or, to the knowledge of Caliper, threatened, relating to
or involving or otherwise affecting the Company or the parties hereto and which
relates to the consummation of the transactions contemplated by this Agreement.  Portions of this Exhibit were
omitted, as indicated by [***], 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


28.Zymark.  From and after the Closing Date, the
Purchaser will not, and it will cause its Affiliates not to, market or sell a
product or perform services under the mark Zymark in the Field.  In no event shall the foregoing be construed
to prevent the Purchaser or any of its Affiliates from marketing or selling
products or services in the Field using trademarks or servicemarks that do not
include the brand Zymark.  C.Distribution Agreements  29.General. 
Distribution Agreements are Contracts between the Seller or any of its
Subsidiaries and independent Persons, which govern the marketing and selling of
the Devices to, and are performing Services for, end-user customers (Independent Distributors), irrespective of whether
such relationship is a commission, agency or a distributorship.  30.Execution.  Prior to the Closing Date, the Seller shall
deliver evidence satisfactory to the Purchaser (and its counsel) that the
provisions of each of the Distribution Agreements set forth on Schedule 30
to this Agreement, to the extent such provisions relate to the sale of any of
the Products being sold to the Purchaser hereunder, have been terminated and
are of no further force and effect. 
Promptly following such termination, and unless otherwise instructed in
writing by the Purchaser, the Seller shall instruct the distributors to such
Distribution Agreements to return to the Seller (for the benefit and transfer
to the Purchaser) any demonstration units of Products in the possession of such
distributor to the extent that any such demonstration units have been loaned to
such distributor by the Seller and not purchased by such distributor.  D.Transition of Sale and Service Contracts  31.Qualification of Sales
Contracts.  Sales Contracts are Contracts between the
Seller or any of its Subsidiaries and a customer or an Independent Distributor
with regard to the sale of Devices, irrespective of whether a single Device or
a certain number of Devices have to be delivered by the Seller.  All existing Sales Contracts in effect as of
the date of this Agreement are listed inSchedule 31to this Agreement.  Thereby the Schedule differentiates between
the following types of Sales Contracts. 
In case of a Sales Contract with a certain number of Devices the differentiation
will be applied for each Device.  If a
Sales Contract comprises the performance of Services by the Seller or any of
its Subsidiaries, the provisions about Service Contracts set forth in Sections33to34shall apply with regard to such
Services.  31.1.Closed Orders.  Under a Closed Order all line items of such
Order, including the Device, have been delivered and the sales price has been
fully paid or invoiced, but the initial warranty period provided for in such
Order has not yet expired.  31.2.Open Orders. 
Under an Open Order, all or partial line items of the Order, for example
the base Device, either (i) have not been manufactured; (ii)  Portions of this Exhibit were
omitted, as indicated by [***], 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


have been manufactured but not delivered or (iii) the sales price
has not or only partly been paid or invoiced before the Closing Date.  32.Execution. 
The rights and obligations of each Party under, and the execution of,
the different types of Sales Contracts are as follows:  32.1.With
regard to Closed Orders, the Purchaser shall be obligated to perform warranty
services under the initial warranty period for the respective Device after the
Closing Date and it is not entitled to receive any compensation for such
services.  32.2.With
regard to Open Orders, the Purchaser shall be obliged to perform warranty
services under the initial warranty period for the respective Device after the
Closing Date and shall be entitled to invoice such Order upon completion of
performance of such Order by the Purchaser and to receive 100% of the
compensation owed under any invoice issued by the Purchaser on account of such
Open Orders (including any deposit or prepayments).  33.Qualification
of Service Contracts.  Service Contracts are Contracts between the
Seller or any of its Subsidiaries and an end-user customer or an Independent
Distributor with regard to the performance of Services.  All existing Service Contracts in effect as
of the Closing Date are listed inSchedule 33to this Agreement.  Thereby the Schedule differentiates between
the following types of Service Contracts.  33.1.Regular Service Contracts: Under a Regular Service
Contract the Services have to be provided regularly during the term of the
Service Contract and the service charge will be paid accordingly by regularly
installments.  33.2.Starter Service Contracts:  Under a Starter Service Contract the service
charge for the performance of the ordered Services has already been paid before
the Closing Date, although the Services have to be provided after the Closing
Date.  34.Execution. 
The rights and obligations of each Party under, and the execution of,
the different types of Services Contracts are as follows:  34.1.Under
a Regular Service Contract the Purchaser shall provide the necessary actions after
Closing Date and therefore shall receive the service charge for these actions.  34.2.Under
a Starter Service Contracts the Purchaser shall provide the necessary actions
after the Closing Date and, except as set forth in Section 12.2, receive
no remuneration for the performance of such actions.  35.[Intentionally
left blank]  Portions of this Exhibit were
omitted, as indicated by [***], 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


E.Transition of Customer Documentation  36.General.  The Customer Documentation
comprises:  36.1.a list of all customers that
(i) since January 1, 2005, and to the best ability of the Seller for
periods prior to January 1, 2005, had acquired a Device and/or ordered
Services, and (ii) since January 1, 2005, and to the best ability of
the Seller for the periods prior to January 1, 2005, made any warranty
claim in writing about the respective Product; and  36.2.the full documentation about
the handling of the issue by the Seller including in particular, but not
limited to, the correspondence, internal notices and memoranda, failure reports
and repair reports.  37.Transfer.  The
Customer Documentation will be surrendered to the Purchaser on the Closing Date
and the handling of any pending warranty claims will be transferred to the
Purchaser.  38.Support.  The
Seller will provide commercially reasonable support to the Purchaser with
regard to the settlement of such warranty claims that exist as of the Closing
Date.  F.Transition of Procurement Contracts  39.Qualification.  Procurement Contracts are all Contracts
between the Seller or any of its Subsidiaries and a supplier of raw material or
components for the manufacture of the Devices.  G.Transition of Material Contracts  40.Certain
Transitional Matters.  Notwithstanding anything to the contrary
contained in this Agreement or any of the other Transaction Documents, if the
sale or delegation by Caliper, or the undertaking or assumption by the
Purchaser, of any of the Transferred Assets or the Assumed Liabilities requires
the Consent of any third party which is disclosed on the Disclosure Schedules
but is not obtained at or before the Closing Date and the Purchaser
nevertheless proceeds to the Closing, then Caliper shall use its commercially
reasonable best efforts to obtain such Consent. 
In addition, from and after the Closing Date until the date on which
such Consent is obtained, Caliper shall cooperate with the Purchaser in any
reasonable arrangement (such as a sublease, subcontract, use and service
agreement, supply agreement or other contractual arrangement) designed to
provide the Purchaser with the entire benefits and use, including, without
limitation, 100% of the consideration, remuneration or other payments and
contractual rights, of such Transferred Assets and Assumed Liabilities to the
greatest extent practicable.  H.Employee Matters  41.Maintenance
of Employees.  Caliper shall use all commercially reasonable
efforts to retain all Business Personnel and existing management level
employees whose activities or responsibilities are primarily related to the
Business (unless  Portions of this Exhibit were
omitted, as indicated by [***], 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


Caliper desires
to terminate an employee for cause) and promptly notify the Purchaser in
writing of the termination of employment of any Business Personnel or such
existing management level employee or the receipt by Caliper of notice of
termination of employment of any Business Personnel or such existing management
level employee and in the event Caliper receives notice that any Business
Personnel or such existing management level employee intends to terminate his
or her employment with the Company.  42.Transfer
of Employment.  The Parties hereto acknowledge and are aware
that by virtue of the sale and transfer of the Business all employment
relationships of the Business Personnel with the Seller shall be terminated by
the Seller as of the Closing Date.  43.Transferred
Employees.  Business Personnel acceptingemployment
with the Purchaser shall
be referred to as the Transferred Employees.  44.Support.  The Seller shall use all commercially
reasonable efforts to encourage the Business
Personnel to continue to work for the Business and not to decline employment
with the Purchaser.  45.Employee
information.  The Seller and the Purchaser agree that as
soon as practicable following the signing of this Agreement and prior to the
Closing Date they shall jointly deliver to all Business Personnel a letter
notifying them of the following:  (i)that as of the Closing Date their
employment with the Seller shall terminate;  (ii)that, effective as of the Closing Date,
the Purchaser will offer to each Transferred Employee employment on terms and
conditions substantially equivalent to those in place for such Business
Personnel immediately prior to the Closing;  (iii)that, effective on the Closing Date, the
Purchaser will provide the Business Personnel with benefits substantially equivalent
to those provided by the Seller immediately prior to the Closing (specifically
excluding any equity based compensation); and  (iv)that, effective on the Closing Date, the
Purchaser will provide the Transferred Employees with full credit for service
years with the Seller.  46.Remuneration
Rights of Transferred Employees.  46.1.Accrued Monthly Salaries.The Seller will pay to all Transferred Employees wages
and salaries (including allowances) earned prior to the Closing Date as well as
the social security contributions relating thereto, and will indemnify the
Purchaser against all costs, Actions and Liabilities resulting therefrom.  46.2.Accrued Compensation.Except as set forth in
Sections 9.1.3 and 47,the Seller shall bear and be responsible for all
accrued compensation of the  Portions of this Exhibit were
omitted, as indicated by [***], 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


Transferred Employees attributable to periods accruing before the
Closing Date.  The Purchaser shall bear
and be responsible for such compensation to the Transferred Employees
attributable to periods accruing on and after the Closing Date.  If applicable, for the period ending at the
Closing Date, the Seller shall provide the Transferred Employees with the 13th
monthly salary pro rata, which payment shall be made as soon as practicable
after the Closing Date by the Seller.  46.3.Variable Part of Transferred Employees Remuneration (Bonus).Except to the extent otherwise set forth in
this Section 46, the Purchaser will assume, with respect to the
Transferred Employees for the period prior to the Closing Date, the accrued
variable part of such Transferred Employees remuneration, to the extent set
forth on Schedule 7.14.  46.4.The
Seller will be responsible for (A) the payment of all base salary
compensation and benefits, other than compensation derived from the Sellers
Annual Performance Bonus Plans, the accrued vacation and time credits described
in Section 47, due to Business Personnel with respect to their services as
employees of the Seller through the close of business on the Closing Date, and (B) any
and all Liabilities and obligations (including without limitation any severance
payments) with respect to any current and former employees of Seller, or their
respective beneficiaries and dependents that were or are incurred with respect
to such individuals under any Business Benefit Plan including, without any
limitation, the allocation of shares in accordance with the employee share
ownership program of the Seller, or with respect to any employment or similar
agreement with the Seller regardless of whether such Liabilities become known,
accrue or vest before, on or after the Closing. 
In addition, the Seller shall comply with applicable statutory
requirements to provide continuation coverage and notice of such coverage under
Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the
Code (and any similar state law requirement) to (i) any former
Business Personnel who, as of the Closing Date, has elected or is entitled to
elect such coverage under the Sellers group health plans, and (ii) any
of the Business Personnel (and any covered spouse or dependent of such Business
Personnel) who becomes entitled to elect such coverage by virtue of the
consummation of the transactions contemplated by this Agreement; the Parties
acknowledge that the Purchaser has no obligation to provide continuation
coverage to such Business Employees.  The
Purchaser will be responsible for providing continuation coverage under Part 6
of Subtitle B of Title I of ERISA and Section 4980B of the Code (and any
similar state law requirement) to any Transferred Employee who accepts an offer
of employment by the Purchaser and who becomes entitled to such coverage after
the Closing Date.  46.5.The
Purchaser understands and acknowledges that variable compensation and benefits
described in Section 46 form parts of the total annual remuneration as set
forth in Schedule 46.5 to this Agreement granted by the  Portions of this Exhibit were
omitted, as indicated by [***], 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


Seller to the Transferred Employees as performance-based opportunity to
participate in the success of the Sellers business, therefore fixed annual
base salary is only a part of the annual compensation of the Transferred
Employees under the Sellers remuneration policy.  The Seller understands and acknowledges that
the Purchaser will not be able to grant opportunities of identical kind in the
future.  However, the Purchaser agrees to
provide the Transferred Employees with a level of fixed and variable annual
remuneration (including benefits) that in the aggregate is substantially
equivalent to or better than the level of fixed and variable annual remuneration
(including benefits), provided to them by Seller immediately before the Closing
Date.  47.Accrued and Unused Vacation.  The Purchaser shall assume liability and
shall honor accrued vacation time of Transferred Employees.  47.1.Any accrued and unused vacation
or vacation time used in excess of that received of the Business Personnel as
of the date hereof are listed in Schedule 47.1 to this Agreement.  47.2.The Seller shall be liable
with regard to the Business Personnel and Transferred Employees for the unused
portion (including the carrier over portion) of the following vacation entitlements
prior to the Closing Date:  47.2.1.Time-credits
due to over-time prior to the Closing Date;  47.2.2.Any
vacation taken exceeding the pro rata accrued vacation time for the year 2008
prior to the Closing Date.  48.Key Persons.  The Key Persons are material for a successful
transition of the Business.  With regard
to such Key Persons the following procedure shall apply, as a condition to
Closing:  48.1.The Seller will inform each
Key Person immediately (but in any event no later than ten (10) days prior
to Closing) about the intention to transfer the Business to the Purchaser and
the employment offer of the Purchaser for such individual.  48.2.Each Key Person shall decide
whether he wants to accept employment with the Purchaser and inform the Seller
and/or the Purchaser accordingly.  48.3.Each Key Person willing to
accept employment with the Purchaser shall sign a new offer letter with the
Purchaser prior to the Closing Date.  48.4.Pursuant to the terms of the
new offer letter presented to the Key Persons by the Purchaser as soon as
practicable after the date hereof, the existing employment relationship and, if
applicable, any employment agreement between the Key Person and the Seller
shall terminate as of the Closing Date.  Portions of this Exhibit were
omitted, as indicated by [***], 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


48.5.The Seller shall be
responsible and liable for any obligations arising under the existing
employment relationship and, if applicable, any employment contract between the
Seller and each Key Person and the Purchaser shall have no obligation under such
arrangement or agreement.  .  48.6.The Purchaser shall be fully
responsible and liable for its obligations to a Key Person arising under a new
offer letter.  I.Cooperation after Closing Date  49.General.  From the Closing Date through the expiration
of the Transition Services Agreement, the Seller and the Purchaser agree to
cooperate and to take all steps as shall be reasonably necessary to ensure the
successful transition of the Business from the Seller to the Purchaserin accordance with the Transition
Services Agreement.  Without
limiting the generality of the foregoing, the Seller shall make, or cause to be
made,all filings
necessary or desirable to terminate any financing statement or other notice or
evidence of Encumbrances on the Transferred Assets.  50.Support of Facilities. 
The Seller will provide to the Purchaser the necessary facilities for
the storage of the inventory, the manufacture of the Devices and the
preparation of the Services in accordance with the Transition Services Agreement.  51.General Support. 
The Seller will provide for the Purchaser any additional reasonable
support, in a manner that does not materially and negatively impact the
Sellers ongoing business operations, with regard to the conduct of the Business
by the Purchaser (e.g.  HR activities) in
accordance with the practices of the Seller prior to the Closing Date and in
accordance with the Transition Services Agreement.  At Closing, but in no event later than thirty
(30) days thereafter, the Seller shall deliver the Intellectual Property to the
Purchaser in electronic form in accordance with the procedures described on Schedule
51; provided that the Purchaser shall be responsible for any third party
licensing fees arising in connection with such electronic transfer.  52.Tax Matters. 
The Seller and the Purchaser agree to utilize the standard procedure set
forth in Revenue Procedure 2004-53, 2004-2 C.B. 320, with respect to wage
reporting.  J.Access to Information  53.Each Party agrees that it will
cooperate with and make available to the other Party, during normal business
hours, all books and records, information and employees (without substantial
disruption of employment) retained and remaining in existence after the Closing
Date that are necessary or useful in connection with any environmental report,
filing or liability, any litigation or investigation orany other matter requiring any such
books and records, information or employees for any reasonable business purpose
similar to the foregoing, provided that the Purchaser shall not be obliged to
make available any such documents referring to any period or generated after
the Closing Date,  Portions of this Exhibit were
omitted, as indicated by [***], 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


except as
otherwise contemplated by this Agreement.  The party requesting any such books and
records, information or employees shall bear all of the out-of-pocket costs and
expenses (including, without limitation, reasonable attorneys fees, but
excluding reimbursement for salaries and employee benefits) reasonably incurred
in connection with providing such books and records, Information or employees.  54.For a period of six (6) years
after the Closing, the Purchaser shall:  (i)retain the books and records of the
Business relating to periods prior to the Closing in a manner according to
reasonable business practices, and  (ii)upon reasonable notice, afford the
Representatives of the Seller reasonable access (including the right to make,
at the Sellers expense, photocopies), during normal business hours, to such
books and records.  VI.Representations
and Warranties of the Seller  The
Seller hereby represents and warrants to the Purchaser as follows, except as
qualified by sections in the Disclosure Schedule.  Each such section of the Disclosure Schedule
is numbered by reference to the representations and warranties in a specific Section of
this Article VI.  A.Organization; Authorization and Consent  55.The Seller is a corporation
duly organized, validly existing and in good standing under the laws of the State
of Delaware and has all necessary corporate power and authority to enter into
this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby.  56.The Seller is duly licensed
or qualified to do business and is in good standing in each jurisdiction in
which the operation of the Business makes such licensing or qualification
necessary, except to the extent that the failure to be so licensed or qualified
would not materially and adversely affect:  (i)the ability of the Seller to carry out
its obligations under, and to consummate the transactions contemplated by, this
Agreement; and  (ii)the ability of the Seller to conduct the
Business prior to the Closing Date.  57.The execution and delivery
of this Agreement by the Seller, the performance by the Seller of its
obligations hereunder and the consummation by the Seller of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of the Seller.  58.This Agreement has been duly
executed and delivered by the Seller, and (assuming due authorization,
execution and delivery by the Purchaser) this  Portions of this Exhibit were
omitted, as indicated by [***], 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


Agreement
constitutes a legal, valid and binding obligation of the Seller enforceable
against it in accordance with its terms.  59.The execution, delivery and
performance of this Agreement by the Seller do not and will not  (i)violate, conflict with or result in the
breach of any provision of the certificate of incorporation or by-laws (or
similar organizational documents) of the Seller;  (ii)conflict with or violate any Law or
Governmental Order applicable to the Seller or any of its respective assets,
properties or businesses, including, without limitation, the Business; or  (iii)except as set forth in Schedule 59 to this
Agreement, conflict with, result in any breach of, constitute a default (or
event which with the giving of notice or lapse or time, or both, would become a
default) under, require any consent under, or give to others any rights of
termination, amendment, acceleration, suspension, revocation or cancellation
of, any note, bond, mortgage or indenture, Contract, agreement, lease,
sublease, license, permit, franchise or other instrument or arrangement to
which the Seller is a party or by which any of the Transferred Assets is bound
or affected or result in the creation of any Encumbrance on any of the
Transferred Assets.  60.The execution, delivery and
performance of this Agreement by the Seller do not and will not require any
consent, approval, authorization or other order of, action by, filing with or
notification to, any Governmental Authority, except  (i)where failure to obtain such consent,
approval, authorization or action, or to make such filing or notification,
would not prevent or materially delay the consummation by the Seller of the
transactions contemplated by this Agreement and would not have a Material
Adverse Effect; and  (ii)as may be necessary as a result of any
facts or circumstances relating solely to the Purchaser.  B.Financial Information  61.The Seller has delivered to
the Purchaser true and correct copies of:  61.1.an unaudited balance sheet,
together with notes and assumptions, of the Business dated as of September 30,
2008;  61.2.an unaudited fixed asset
list as of September 30, 2008;  61.3.an unaudited summary and
supporting detailed listing for all identified inventory as of September 30,
2008, including reasonable estimates where complete information was not
available;  Portions of this Exhibit were
omitted, as indicated by [***], 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


61.4.an unaudited summary listing
of the standard cost of goods sold for each Product together with bills of
material supporting each such Product ; in all cases such standard costs
reflecting the standard material and labor resource cost estimates employed in
the manufacturing and costing of the Products as of September 30, 2008;  61.5.an unaudited statement of
Revenue and Cost of Sales, together with notes and assumptions, based on
standard cost for the Business (net sales minus standard cost) as of September 30,
2008; and  61.6.an itemized price list of
the selling price per unit charged for all Products, Services and parts and
accessories commonly sold by the Seller in connection with the Business.  (collectively
referred to herein as the Financial Statements
and attached as Schedule 61 to this Agreement).  62.The Financial Statements, as
qualified by the notes and assumptions used in their preparation and set forth
therein, were prepared from the books and records of the Seller on a basis
consistent with the past practices of the Seller and, except where deviations
have been noted on Schedule 62 to this Agreement, have been prepared in
accordance with GAAP, applied on a consistent basis throughout the periods
presented in the Financial Statements and such deviations noted on Schedule
62 do not and would not, individually or in the aggregate, have or result
in a Material Adverse Effect.  63.The Financial Statements accurately
reflect in all material respects the sales, gross profit and gross margin of
the Business for the relevant period based on standard cost andreflect an adequate reserve for all
warranty obligations of the Business through the date of the Financial
Statements  64.The books and records of the
Seller have been maintained in the ordinary course of business and accurately
and fairly reflect, in reasonable scope and detail in accordance with good
business practice, the transactions and assets and liabilities of the Business
and such other information as is contained therein.  65.On and as of the date of this Agreement, and after
giving effect to the Closing and any other transactions contemplated by the
Transaction Documents, (i) the sum of the Sellers Liabilities is not
greater than all of the assets of the Seller at a fair valuation, (ii) the
present fair salable value of the Sellers assets is not less than that will be
required to pay the probable liability of the Seller on its Liabilities as they
become absolutely mature, (iii) the Seller has not incurred, will not
incur, does not intend to incur and does not believe that it will incur,
Liabilities beyond the Sellers respective ability to pay such Liabilities as
they mature, (iv) the Seller is not engaged in, and is not about to engage
in, a business or transaction for which the Sellers assets constitute or would
constitute unreasonably small capital, and (v) the Seller is not insolvent
as defined in, or otherwise in a condition which could in any circumstances
then or subsequently render any transfer or conveyance made by it voidable or  Portions of this Exhibit were
omitted, as indicated by [***], 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


fraudulent pursuant to, any applicable Law pertaining
to bankruptcy, insolvency or creditors rights generally or any other
applicable Laws relating to fraudulent conveyances, fraudulent transfers or
preferences.  C.Assets  66.The Seller has (and shall
convey to the Purchaser at the time of the transfer of the Transferred Assets)
good title to, all the Transferred Assets, free and clear of all Encumbrances.  67.All Tangible Personal
Property has been maintained in accordance with Sellers ordinary course of
business, and all such items are usable for the operation of the Business, are
in good working order, free of any known defects or delayed maintenance,
subject only to normal wear and tear and all such Transferred Assets are
adequate and suitable for the purposes for which they are presently being
used.  All of the Transferred Assets are
in the possession or under the control of the Seller and no Transferred Asset
comprises, constitutes or in any way consists of the Sellers equity ownership
in any of its Subsidiaries.  No Person
other than Caliper owns any of the Tangible Personal Property, other than
leased personal property, which is used by the Seller and is material in the
operation of the Business.  Except as set
forth on Schedule 67 to this Agreement, the Seller has not granted, and
there is not outstanding, any option, right, agreement, Contract or other
obligation or commitment pursuant to which any Person could claim a right to
acquire in any way any of the Transferred Assets (other than inventory to be
sold in the ordinary course of business pursuant to open orders taken in the ordinary
course of business) or any ownership or other material interest in the Seller,
the Transferred Assets or the Business.  68.The Inventories are in all
material respects (i) usable and saleable in the ordinary course of the
Business as currently conducted or proposed to be conducted by the Seller; (ii) reasonable
as to quantity under the present and reasonably anticipated circumstances of
the Seller; and (iii) of good and merchantable quality and is free from
any material defect or other material deficiency (whether in design or
manufacture).  69.The Transferred Assets are sufficient to conduct the
Business as previously conducted in the ordinary course and as presently
proposed by the Seller to be conducted, except for the conduct of the Business
related to the assets of the Seller and its Affiliates used in the performance
of the transition services under the Transition Services Agreement.  C.Conduct of Business  70.The Business has been
conducted in accordance with all Laws and Governmental Orders applicable to the
Business and the Seller is not in violation of any such Law or Governmental
Order.  71.For the fiscal year 2008,
there have not been any sales or other distributions of products worldwide
outside of the ordinary course of business, especially, but not  Portions of this Exhibit were
omitted, as indicated by [***], 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


limited to,
any sales actions outside the ordinary course of business in order to incentivize
distributors and customers to prematurely satisfy their needs for these products
for the fiscal year 2008.  72.There are no facts or circumstances
which could reasonably be expected to result in any Material Adverse Effect
since October 1, 2008.  73.None of the Seller, any of its directors or
officers and, to the knowledge of the Seller, none of the Companys agents,
employees or representatives acting in their capacities as such has: (i) used
any funds for unlawful contributions, unlawful gifts, unlawful entertainment or
other unlawful expenses relating to any governmental or political activity; (ii) directly
or indirectly paid or delivered any fee, commission or other sum of money or
item of property, however characterized, to any finder, agent or other party
acting on behalf of or under the auspices of a governmental official or
Governmental Authority, in the United States or any other country, which is in
any manner related to the Seller that was illegal under any federal, state or
local Laws of the United States or any other country having jurisdiction; (iii) made
any payment to any customer or supplier of the Company or to any officer,
director, partner, employee or agent of any such customer or supplier, for the
unlawful influence of any such customer or supplier or any such officer,
director, partner, employee or agent; (iv) engaged in any other unlawful
reciprocal practice, or made any other unlawful payment or given any other
unlawful consideration to any such customer or supplier or any such officer,
director, partner, employee or agent, in respect of the Business; or (v) violated
any federal, state or local campaign finance, election or similar Laws.  D.Litigation  74.There are no Actions pending or, to
the knowledge of the Seller, threatened against the Seller relating to, or
arising out of, the Transferred Assets or the Business, and, except as set
forth inSchedule 74to this Agreement, the Seller has not received sinceJanuary1, 2005 any written notice of
any material warranty or product liability claims due to alleged deficiencies
of the products against the Seller.  To
the knowledge of the Seller, there
are no events or circumstances which would reasonably be expected to give rise
to any Action by or against the Company and relating to the Business.  There are no outstanding orders, judgments,
decrees or injunctions issued by any Governmental Authority against the Seller
relating to the Business or which could reasonably be expected to have a
Material Adverse Effect.  E.Material Contracts  75.Schedule 75to this Agreement lists each of
the following Contracts and agreements to which the Seller and/or one of itsSubsidiariesis a party that relate to the
Business and, subject to Sections 29 through 40, certain of which will be
transferred to the Purchaser hereunder (such Contracts being Material Contracts):  Portions of this Exhibit were
omitted, as indicated by [***], 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


75.1.all
Contracts relating to Intellectual Property to which either the Seller or one
of its Subsidiaries is a party in connection with the Business;  75.2.all
licensing Contracts relating to the Business;  75.3.all
testing Contracts with third parties for registration evaluation, product
safety or efficacy testing or any other testing relating to the Business;  75.4.all
Contracts relating to the Business involving total annual payments in fiscal
year 2008 in excess of $50,000 and all Contracts relating to a service or a
component for a Product which is not generally and readily available in the
market;  75.5.all
Contracts that limit or purport to limit the ability of the Seller to compete
in the Business or with any Person or in any geographic area or during any
period of time, all of the foregoing with respect to the Business;  75.6.all
Contracts relating to (i) the employment or engagement or termination of
employment or engagement of any Transferred Employee by the Seller in
connection with the Business which may not be terminated without penalty or
other obligation (including any severance, termination or indemnification
payment required under such Contract) by the Seller; or (ii) the payment
to any Person by the Seller of any bonus, award, payment or other remuneration
of any kind which is contingent on a sale of the Business or any of its assets;  75.7.all
Contracts by which the Seller retains, appoints or authorizes any broker, sales
agent, distributor or representative or through which the Seller is retained,
appointed or authorized as a broker, sales agent, distributor or representative
related to the Business;  75.8.all
Contracts which have been entered into or assumed outside the ordinary course
of the Sellers business consistent with past practice;  75.9.all
Distribution Agreements;  75.10.all
Open Sales Contracts;  75.11.all
Service Contracts with any remaining Service obligations thereunder;  75.12.all
existing and active Procurement Agreements; and  75.13.all
Contracts which are not otherwise required to be disclosed pursuant to Sections
75.1 through 75.12, inclusive, and which involves or are likely to involve
payments from or to the Seller, in excess of $50,000 during any twelve (12)
month period or that requires performance by the Business, beyond one (1) year
from the date of this Agreement or that is otherwise material to the Business.  Portions of this Exhibit were
omitted, as indicated by [***], 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


Schedule 75to this Agreement also contains a
description of any proposal for the Seller to enter into any Contracts of the
type listed in Sections 75.1 through 75.13, inclusive, above.  The Seller has provided true and correct
copies of all the Material Contracts to the Purchaser.  As used in this Section 75, proposal
shall mean any offer that may be unilaterally accepted by or on behalf of the
proposed counter-party.  76.Each Material Contract:  76.1.is
valid and binding on the Seller, and, to the knowledge of the Seller, the
counterparties thereto, and is in full force and effect and  76.2.upon
consummation of the transactions contemplated by this Agreement, except to the
extent that any consents set forth in Schedule 76.2 to this Agreement
are not obtained, shall continue in full force and effect without penalty or
other adverse consequence.  Except as
disclosed in Schedule 76.2 to this Agreement, the Seller is not in
breach of, or default under, any Material Contract.  76.3.the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated by this Agreement will not (i) result in or
give to any Person any right of termination, non-renewal, cancellation,
withdrawal, acceleration or modification in or with respect to any Material
Contract, (ii) result in or give to any Person any additional rights or
entitlement to increased, additional, accelerated or guaranteed payments under
any MaterialContract, (iii) result in
the creation or imposition of any Encumbrance upon any of the Transferred
Assets under the terms of any MaterialContract, (iv) result
in or give rise to any Action, claim or demand against the Seller (other than
an account of executory obligations in accordance with the express terms of
such MaterialContracts to the extent not
resulting from, arising out of, relating to, or in the nature of, or caused by
any breach of contract, breach of warranty, tort, infringement or violation of
any Law) by any other Person who is a party to any MaterialContract,
or (v) result in any restriction on the Sellers rights under any MaterialContract.  F.Intellectual Property  77.Schedule 77to this Agreement sets
forth a true and complete list of all Intellectual Property owned or used by
the Seller that is material to the operation of the Business.  78.To the knowledge of the
Seller, all Intellectual Property that is material to the operation of the
Business is valid and enforceable, has not been adjudged invalid or
unenforceable in whole or in part, has not been licensed to any third party in
whole or in part, and has not been disclosed to any third party.  79.All Intellectual Property
owned by the Seller and used solely or predominately in the operation of the
Business was written, created, invented or developed solely by either (i) employees
of the Seller acting within the scope of their employment  Portions of this Exhibit were
omitted, as indicated by [***], 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 (ii) third
parties who have assigned all of their rights therein to the Seller.  All other material Intellectual Property used
by the Seller in the conduct of the Business is licensed to the Seller, from a
third party pursuant to a valid, binding and enforceable Contract which remains
in full force and will remain in full force immediately following the Closing.  80.The Seller is not
infringing, and has not infringed upon, and is not misappropriating, and has
not misappropriated, the rights of any Person in the conduct of the
Business.  Caliper has not received any
written notice of any alleged infringement or misappropriation by the Seller of
the rights of any Person in connection with the Sellers operation of the
Business.  To the knowledge of the
Seller, no Person is infringing or has infringed or is misappropriating or has
misappropriated any of the Intellectual Property.  81.Except as set forth on Schedule
81 to this Agreement, the Seller does not have any obligation to compensate
others for the use of any Intellectual Property, and has not granted to any
other Person any license or other right to use, in any manner, any of such
Intellectual Property, whether or not requiring the payment of royalties.  G.Licenses and Permits  82.The Seller holds all existing or
pending material Product Registrations, franchises, permits, licenses,
agreements, waivers and authorizations necessary in connection with the
Business as currently conducted, or as proposed to be conducted, including,
without limitation, licenses issued or granted by the FDA and any local
government regulating food and drug businesses, products or services or
authorizing the Seller to place facilities within the boundaries of a local
government (collectively, the Licenses and Permits).  H.Taxes  83.All Tax returns required to
be filed with respect to the Business prior to the date hereof have been timely
filed (or, if due between the date hereof and the Closing Date, will be timely
filed), and each such Tax return correctly and completely reflects liability
for Taxes and all other information required to be reported thereon.  All Taxes owed with respect to the Business
have been timely paid (or, if due between the date hereof and the Closing Date,
will be duly and timely paid).  84.All Pre-Closing Taxes that
are due and payable on the date hereof have been paid.  85.The Seller has duly and timely withheld all Taxes
required to be withheld, and such withheld Taxes have been either duly and
timely paid to the proper Governmental Authorities or properly set aside in
accounts for such purpose.  The Company
has complied with all information reporting and backup withholding
requirements.  The Financial Statements
reflect an adequate reserve for all Taxes payable by the Company for all
taxable periods or portions thereof through the date of the Financial
Statements.  Portions of this Exhibit were
omitted, as indicated by [***], 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


86.None of the Transferred Assets are subject to an
Encumbrance with respect to Taxes (other than for Taxes not yet due and
payable).  87.There has been no action or audit, nor to Sellers
knowledge has there been any dispute or claim (other than one that has been
finally settled and fully paid), concerning any Taxes solely with respect to
the Business for which the Seller might have possible liability asserted,
raised, proposed or threatened by the IRS or any other taxing authority.  88.No claim has ever been made by an authority in a
jurisdiction where the Seller does not file Tax returns that it is, by virtue
of the Business, subject to taxation in that jurisdiction.  89.None of the Assumed Liabilities is an obligation to
make a payment that is not deductible under Code Section 280G.  I.Employee Benefit Plans and Labor Matters  90.Schedule
90to this Agreement provides
a complete list of all employees solely or predominantly attributed to the
Business and correctly and accurately states the employment data provided
therein.  91.Employee
Benefits; ERISA.  91.1.Schedule
91.1to this Agreement sets forth a true and correct list
of each of the Benefit Plans presently or within the Sellers current fiscal year
(Business Benefit Plans) sponsored,
maintained, contributed to, or required to be contributed to by the Seller or
ERISA Affiliates in connection with the Business or in which any Business
Personnel is or could be a participant (other than Business Benefit Plans for
Business Personnel in Belgium and Switzerland). 
Except as otherwise provided for in this Agreement, neither the Seller
nor any ERISA Affiliate thereof has any commitment or formal plan, whether
legally binding or not, to create any additional employee benefit plan or
modify or change any existing Business Benefit Plan that would affect any
Business Personnel.  The Seller has
heretofore made available to the Purchaser upon request, with respect to each of
the Business Benefit Plans, true and correct copies of each of the following
documents if applicable:  (i) the
Plan document and any amendments thereto (or if the Plan is not a written
Benefit Plan, a description thereof), (ii) the most recent summary plan
description and related summaries of material modifications with respect to
each such plan intended to qualify under Section 401 of the Code, (iii) the
most recent determination or opinion letters received from the IRS; and (iv) the
latest Form 5500 Annual Report and Schedule A and Schedule B thereto.  91.1.1.The
consummation of the transactions contemplated by this Agreement will not, by
itself or with the passage of time, (i) entitle any current or former
employee or officer of the Business to severance pay, unemployment compensation
or any  Portions of this Exhibit were
omitted, as indicated by [***], 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


other payment, except as expressly provided in this Agreement, or (ii) accelerate
the accrual or time of payment or vesting, or increase the amount, of
compensation due any such employee, officer or director.  91.1.2.Each
of the Benefit Plans intended to be compliant with Section 401(a) of
the Code (collectively, the Seller Savings Plan)
has received a favorable determination letter from the IRS that such plan is
qualified under the Code and no circumstances exist that are likely to cause
such plan to cease being so qualified. 
The Seller Savings Plan complies and has been maintained in all material
respects with its terms and all requirements of applicable law and there has
been no notice issued by any Governmental Authority questioning or challenging
such compliance.  91.1.3.The
transactions contemplated by this Agreement will not result in the imposition
of any Encumbrance relating to the Business Benefit Plans upon the Transferred
Assets.  Neither the Seller nor any of
its ERISA Affiliates have incurred any Encumbrance under Section 401(a)(29)
of the Code or any Liabilities for any Tax or civil penalty imposed by Sections
4971, 4975, or 4976 of the Code or Section 502 of ERISA and no condition
or set of circumstances exists that could reasonably be expected to present a
risk to any of the Seller or its ERISA Affiliates of incurring such a Lien.  91.1.4.None
of the Benefit Plans is a multiemployer plan as defined in Section 3(37)
or Section 4001(a)(3) of ERISA, or Section 414(f) of the
Code (a Multiemployer Plan).  Neither the Seller nor any of its ERISA
Affiliates has ever contributed to a Multiemployer Plan or has incurred or
expects to incur any withdrawal liability (either as a contributing employer or
as part of a controlled group which includes a contributing employer) to any
Multiemployer Plan in connection with any complete or partial withdrawal from
such plan occurring on or before the Closing or otherwise.  91.1.5.Except
as set forth in Schedule 91.1.5 to this Agreement, neither the Seller
nor any of its ERISA Affiliates has ever established or contributed to any
employee benefit plan (as defined in Section 3(3) of ERISA) that is
or was subject to Title IV of ERISA, Section 302 of ERISA or Section 412
of the Code (a Title IV Plan), and no event
has occurred which could reasonably be expected to cause the Seller or any of
its ERISA Affiliates to have any Liability under ERISA or the Code with respect
to any Title IV Plans.  Neither the
Seller nor any of its ERISA Affiliates has Liability with respect to any Person
under Title IV of ERISA.  Portions of this Exhibit were
omitted, as indicated by [***], 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


J.Environmental Matters  92.The Business has been conducted in
material compliance with all applicable Environmental Laws and the Seller has
obtained and is in material compliance with all Environmental Permits relating
to the Business.  There are no written
Claims pursuant to any Environmental Law pending or, to the knowledge of the
Seller, threatened against the Seller relating to the Business, and there is no
pollution of the soil, ground-water, water, air or buildings atany real property owned or
leased by the Seller, the investigation, containment or remediation of which
would materially interfere with or have a Material Adverse Effect on the
Business.  93.The Purchaser acknowledges
that  93.1.the
representations and warranties contained in Section 92 are the only
representations and warranties being made with respect to compliance with or
liability under Environmental Laws or with respect to any environmental, health
or safety matter, including natural resources, related in any way to the
Transferred Assets or the Business or to this Agreement or its subject matter;
and  93.2.no
other representation contained in this Agreement shall apply to any such
matters and no other representation or warranty, express or implied, is being
made with respect thereto.  K.General  94.To the knowledge of Caliper, all information
furnished, to be furnished or caused to be furnished to the Purchaser by or on
behalf of Caliper for the purposes of or in connection with this Agreement, or
any transaction contemplated by this Agreement is, or if furnished after the
date of this Agreement, shall be, true and complete in all material respects
and does not, and if furnished after the date of this Agreement, shall not,
contain any untrue statement of material fact or fail to state any material
fact necessary to make such information, in light of the circumstances in which
such statements were made, not misleading.  95.Neither the Seller, nor any
of its Representatives has employed any broker or finder or incurred any liability
for any brokerage fees, commissions or finder fees in connection with the
transactions contemplated by this Agreement.  L.No Other Representations or Warranties  96.Except as specifically set forth in
this Agreement, neither the Seller, nor any of its Representatives has made, or
shall be deemed to have made, or is liable for, or bound in any manner by, any
other representation or warranty regarding the Transferred Assets.  VII.Representations
of the Purchaser  97.The Purchaser hereby
represents and warrants to the Seller as follows:  Portions of this Exhibit were
omitted, as indicated by [***], 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.Organization; Authorization and Consent  98.The Purchaser isa corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Virginia and has all necessary corporate power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby.  99.The Purchaser is duly
licensed or qualified to do business and is in good standing in each
Jurisdiction in which the properties owned or leased by it, or the operation of
its business, make such licensing or qualification necessary, except to the
extent that the failure to be so licensed or qualified would not adversely
affect the ability of the Purchaser to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.  100.The execution and delivery
of this Agreement by the Purchaser, the performance by the Purchaser of its
obligations hereunder and the consummation by the Purchaser of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of the Purchaser.  101.This Agreement has been duly
executed and delivered by the Purchaser and (assuming due authorization,
execution and delivery by the Seller) this Agreement constitutes a legal, valid
and binding obligation of the Purchaser enforceable against the Purchaser in accordance
with its terms.  102.No Conflict. 
The execution, delivery and Performance of this Agreement by the
Purchaser do not and will not:  (i)violate, conflict with or result in the
breach of any provision of the certificate of incorporation or by-laws (or
similar organizational documents) of the Purchaser; or  (ii)conflict with or violate any Law or
Governmental Order applicable to the Purchaser or any of its assets, properties
or businesses.  103.The execution, delivery and
performance of this Agreement by the Purchaser do not and will not require any
consent, approval, authorization or other order of, action by, filing with or
notification to, any Governmental Authority, except (i) where failure to
obtain such consent, approval, authorization or action, or to make such filing
or notification, would not prevent or materially delay the consummation by the
Purchaser of the transactions contemplated by this Agreement and (ii) as
may be necessary as a result of any facts or circumstances relating solely to
the Seller.  B.Financing  104.The Purchaser has, and will have as
of the Closing, sufficient funds available toconsummate
the transactions contemplated by, and perform its obligations under, the
Transaction Documents and pay the fees
and expenses it incurs in connection with such transactions and obligations.  Portions of this Exhibit were
omitted, as indicated by [***], 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


C.Litigation  105.No claim, Action, proceeding or
investigation is pending or, to the knowledge of the Purchaser, threatened that
seeks to delay or prevent theconsummation of, or which
would be reasonably likely to adversely affect the Purchasers ability to consummate, the transactions
contemplated by this Agreement.  D.No Other Representations or Warranties  106.Except as specifically set forth in
this ArticleVII, neither the Purchaser, nor any of
its Representatives, has made, or shall be deemed to have made, or is liable
for, or bound in any manner by, any other representation or warranty.  VIII.Restrictive
Covenants  107.Non-Competition; Non-Solicitation; Exceptions.  107.1.The
Seller covenants and agrees that on and after the Closing until the fifth (5th)
anniversary of the Closing Date, it shall not, directly or indirectly, and
shall not permit its Affiliates to, engage, participate or otherwise obtain an
interest in (whether as principal, agent, officer, director, employee,
consultant, stockholder, or otherwise, whether alone or in association with any
other Person, corporation or other entity) in any Competing Business.  107.2.The
Seller covenants and agrees that on and after the Closing until the fifth (5th)
anniversary of the Closing Date, it shall not, and shall not permit its
Affiliates to, directly or indirectly, influence or attempt to influence any
customer, supplier or contractor of the Purchaser or any of its Affiliates to
alter or amend negatively or to terminate its relationship with the Purchaser
with respect to the Business.  107.3.Each
Party covenants and agrees that on and after the Closing until the fifth (5th)
anniversary of the Closing Date, it shall not, and shall not permit its
Affiliates to, directly or indirectly, solicit or induce, or attempt to solicit
or induce, any employee or independent contractor of the other Party to leave
the employ of or terminate his or its contractual relationship with such other
Party for any reason whatsoever, nor offer or provide employment or a
contractual relationship to such employee or independent contractor (whether
such employment or contractual relationship is with such other Party or any
Affiliate thereof or any other business or enterprise), either on a full-time
basis or part-time or contractual or consulting basis, to any Person who then
currently is, or who within one (1) year prior thereto had been, employed
in or contracted with such other Party.  107.4.In
addition to, and without limiting the generality of the foregoing, the Seller
further covenants and agrees that on and after the Closing until the first (1st)
anniversary of the Closing Date, it shall not, and shall not permit its
Affiliates to, directly or indirectly, hire any Business Personnel who  Portions of this Exhibit were
omitted, as indicated by [***], 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


declines employment with the Purchaser and does not become a Transferred
Employee hereunder.  107.5.The
Seller acknowledges that its covenants set forth in this Section 107 are
of a special, unique, unusual and extraordinary character, which give them
peculiar value the loss of which cannot be reasonably or adequately compensated
in an action of law, and that, in the event there is a breach of the provisions
of this Section 107 by it, the Purchaser will suffer irreparable harm, the
amount of which will be impossible to ascertain.  Accordingly, the Purchaser shall be entitled,
if it so elects, to institute and prosecute proceedings in any court of
competent jurisdiction, either at law or in equity, to obtain damages for any
breach or to enforce specific performance of the provisions or to enjoin the
Seller from committing any act in breach of this Section 107.  If the Purchaser is obliged to resort to the
courts for the enforcement of any of the covenants contained in this Section 107
each such covenant shall be extended for a period of time equal to the period
of such breach plus the time equal to the period during which the Purchaser
seeks remedies in support thereof, if any, which extension shall commence on
the later of (i) the date on which the original (unextended) term of such
covenant is scheduled to terminate or (ii) the date of the final court
order (without further right of appeal) enforcing such covenant.  107.6.The
Seller shall not, and shall cause its respective Affiliates not to, at any time
before or after the Closing Date, directly or indirectly, make disparaging
remarks about the Purchaser or any of its respective directors, managers,
officers or employees, or the business of the Purchaser.  107.7.Notwithstanding
anything herein to the contrary, (i) it shall not be a breach of the
covenant contained in Section 107.1 for the Seller to own mutual funds or
own less than five percent (5%) of the equity interests of any Person whose
equity interests are publicly traded; and (ii) it shall not be a breach of
the covenant contained in Section 107.3 for the Seller or the Purchaser,
as applicable, to run general advertisements for employment opportunities in
newspaper publications or by similar means.  IX.Indemnification.  108.Survival of Representations
and Warranties.  The respective rights of the Purchaser
Indemnified Persons (as defined below) under Section109.1.1(A) to seek indemnification
for any Damages under this ArticleIXfor breach by the Seller of the representations and warranties set forth in Article VI
or in any certificate, document or instrument delivered at the Closing will
survive the Closing and continue in full force and effect until 5:00 p.m.,
local time on the twelve (12) month anniversary of the Closing Date (the Expiration Date), at which time such rights will
terminate; provided, however, that such rights will survive to the extent of
any Damages incurred if a notice of such Damages has been given to Caliper, on
or before 5:00 p.m., local time on the Expiration Date  Portions of this Exhibit were
omitted, as indicated by [***], 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


and until such
time as such indemnity claim has been fully quantified and finally
resolved.  Notwithstanding the foregoing,
the representations and warranties set forth in Sections 55, 57, 66, 67 (only
with respect to the second and third sentences thereof) 80, 83, 84, 85, 86, 87,
88, 89, 92 and 95 will survive the Closing and continue in full force and
effect until ninety (90) days after the date on which the statute of
limitations applicable to the subject matter addressed thereunder expires.  109.Indemnification
by Caliper.  109.1.Indemnification by Caliper.  Subject to the limitations set forth in this Article IX,
from and after the Closing Date, Caliper (the Seller
Indemnitor) will indemnify and hold harmless the Purchaser and
its Representatives and Affiliates (hereinafter referred to individually as a Purchaser Indemnified Person and
collectively as the Purchaser Indemnified
Persons), from and against any and all Damages that may be
imposed upon, incurred by or asserted against any Purchaser Indemnified Person
to the extent resulting from, relating to, arising out of, or in connection
with:  109.1.1.any
misrepresentation or breach of or default in connection with any of (A) the
representations and warranties contained in Article VI or in any
certificate, document or instrument delivered by or on behalf of Caliper at the
Closing and (B) any of the covenants and agreements given or made by
Caliper in this Agreement;  109.1.2.any
Pre-Closing Taxes;  109.1.3.any
of the Retained Liabilities; or  109.1.4.any
Third Party Claim relating to any of the foregoing.  109.2.Maximum
Indemnification.  The
Seller Indemnitors obligations to make indemnification payments to the
Purchaser Indemnified Persons under Section 109.1.1(A) shall not
exceed an amount equal to $[***] (the Seller Indemnitors
Indemnification Cap). 
Such Seller Indemnitors Indemnification Cap limitation shall not apply
to any Damages relating to a misrepresentation or breach of any of the
representations and warranties contained in Sections[***].  In addition, the foregoing Seller Indemnitors
Indemnification Cap limitation shall not impair any claim that any Purchaser
Indemnified Person may have against the Seller Indemnitor on account of such
Seller Indemnitors fraud.  109.3.Basket.  The indemnification obligations of the Seller
Indemnitor pursuant to Section 109.1.1(A) shall apply only to the
extent that the Damages incurred in connection therewith exceeds $[***] in the
aggregate (the Threshold Amount) and no
claim for indemnification shall be payable by the Seller Indemnitor with
respect thereto unless and until the  Portions of this Exhibit were
omitted, as indicated by [***], 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


aggregate Damages incurred by all of the Purchaser Indemnified Persons
under Section 109.1.1(A) exceeds the Threshold Amount.If the Threshold Amount is exceeded, then Damages
shall include the Threshold Amount. 
Such Threshold Amount limitation shall not apply to any Damages relating
to a misrepresentation or breach of any of the representation and warranties
contained in Sections[***].  The determination of whether Damages have
been sustained or suffered arising out of or connected to any misrepresentation
or breach of any of the representations and warranties contained in Article VI
for purposes of Section 109.1.1(A) shall be made without giving
effect to any material, materiality, or Material Adverse Effect
qualification contained in such representation and warranty.  In addition, the foregoing Threshold Amount
limitation shall not impair any claim that any Purchaser Indemnified Person may
have against the Seller Indemnitor on account of such Seller Indemnitors
fraud.  110.Third-Party
Claims; Settlements.  110.1.If
any Purchaser Indemnified Person (the Indemnified Party)
receives notice of a demand for arbitration, summons or other notice of the
commencement of a proceeding, audit, investigation, review, suit or other
action, or any claim or demand, by a third party (any such action, a Third Party Claim) for which it
intends to seek indemnification hereunder, it shall give the prompt written
notice of such claim (together with all copies of the claim, any process
served, and all filings with respect thereto) to the Seller (the Indemnifying Party); provided that
the failure to do so will not relieve the Indemnifying Party from any liability
except to the extent that the Indemnifying Party has been materially prejudiced
by the failure or delay in giving such notice. 
The Indemnifying Party shall have the right to conduct and control,
through counsel (reasonably acceptable to the Indemnified Party) of its own
choosing and at the Indemnifying Partys own cost, the defense of any Third
Party Claim and the compromise or settlement thereof.  The Indemnifying Party shall make its
election to assume control of the defense and compromise or settlement of such
Third Party Claim within thirty (30) calendar days (or in the case of any
Action, ten (10) calendar days) after the Indemnifying Partys receipt of
notice of the Third Party Claim.  If the
Indemnifying Party does not assume such control within the required time frame,
then the Indemnified Party shall have the right to control the defense and
compromise or settlement of the Third Party Claim at the Indemnifying Partys
expense with the reasonable fees, expenses and disbursements of the Indemnified
Partys counsel reimbursed by the Indemnifying Party as incurred.  Notwithstanding the foregoing, in no event
shall the Indemnifying Party (i) admit any liability with respect to any
Third Party Claim, or (ii) compromise or settle any Third Party Claim
unless the Indemnifying Party shall have given the Indemnified Party written
notice of the terms of the proposed settlement at least twenty (20) days prior
to entering into such settlement and the Indemnified Party shall have consented
in writing to such settlement, which consent shall not be  Portions of this Exhibit were
omitted, as indicated by [***], 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


unreasonably withheld, delayed or conditioned.  The Indemnified Party may, at its election,
participate in the defense of any claim, action or suit being controlled by the
Indemnifying Party through counsel of the Indemnified Partys choosing, but the
fees and expenses of such counsel shall be at the expense of the Indemnified
Party, unless the Indemnified Party shall have been advised by such counsel
that there may be one or more legal defenses available to it that are different
from or in addition to those available to the Indemnifying Party or that the
interests of the Indemnifying Party and the Indemnified Party reasonably
conflict (in which case, if the Indemnified Party notifies the Indemnifying
Party in writing that the Indemnified Party elects separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of such action on behalf of the Indemnified Party
and the Indemnifying Party shall reimburse the Indemnified Party the reasonable
fees, expenses and disbursements of the Indemnified Party as incurred with
respect to such different or additional defenses).  110.2.Notwithstanding
anything to the contrary contained in Section 110.1, if the underlying
Third Party Claim (i) seeks an order, injunction or other equitable relief
against the Purchaser or any of its respective Affiliates or the
Representatives of any of the foregoing; (ii) involves criminal
proceedings; (iii) could reasonably be expected, when aggregated with all
other unresolved indemnification claims asserted by any one or more Purchaser
Indemnified Persons, to result in Damages in excess of the Seller Indemnitors
Indemnification Cap; or (v) is asserted on or after the Expiration Date,
then the Indemnified Party shall have the right to control the defense and
compromise or settlement of such Third Party Claim and the Indemnifying Party
shall reimburse the Indemnified Party the reasonable fees, expenses and
disbursements of the Indemnified Party as incurred.  110.3.If
any Purchaser Indemnified Person is controlling the defense and compromise or
settlement of any Third Party Claim 
pursuant to the provisions of this Section 110, then such Purchaser
Indemnified Person shall be entitled to do so, with counsel of its own
choosing, and (i) settle, with the Seller Indemnitors consent which shall
not be unreasonably withheld, delayed or conditioned, such Third Party Claim
and then recover from the Seller Indemnitor the amount of such settlement and
all other Damages to which the Purchaser Indemnified Person is entitled to
recover with respect to such Third Party Claim, or (ii) litigate the Third
Party Claim to the completion of trial or arbitration and then recover from the
Seller Indemnitor the amount of the judgment, order, verdict or award, if any,
against the Purchaser Indemnified Person and all other Damages to which the
Purchaser Indemnified Person is entitled to recover with respect to such Third
Party Claim.  Portions of this Exhibit were
omitted, as indicated by [***], 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


X.General
Provisions  111.Expenses. 
Subject to Section 20.2, and except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall
be paid by the Party incurring such costs and expenses, whether or not the
Closing shall have occurred.  112.Fees
commissions.  No broker, finder, investment banker or any
other person is entitled to any brokerage, finders or other fee or commission
in connection with the transactions contemplated by this Agreement to be paid
by a Party based upon arrangements made by or on behalf of the other Party.  113.Notices. 
All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made (and shall be deemed
to have been duly given or made upon receipt) by delivery in person, by courier
service, by cable, by telecopy, by telegram, by telex or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section113):  113.1.if
to the Seller:  Caliper Life Sciences, Inc.
68 Elm Street
Hopkinton, MA 01748, USA
Telecopy:      
Attention: Chief Financial Officer  with a
copy (which shall not constitute notice) to:  Caliper Life Sciences, Inc.

850 Marina Village Parkway
Alameda, CA 94501-1038
Telecopy: 510-291-6136
Attention: General Counsel  113.2.if
to the Purchaser:  Sotax
Corporation
411 Caredean Drive
Horsham, PA 19044, USA
Telecopy:**215-442-1514******Attention: Head of Business Unit  Portions of this Exhibit were omitted, as indicated
by [***], 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


with a copy (which shall not
constitute notice) to:  Pepper
Hamilton LLP
The New York Times Building
37th Floor
620 Eighth AvenueTelecopy:267-200-0861Attention: James D. Rosener, Esquire  The Seller and the Purchaser agree
that, notwithstanding the Electronic Signatures in the Global and National
Commerce Act of 2000 or any comparable legislation of any other Jurisdiction,
notice by electronic transmission is not sufficient hereunder.  114.Public
Announcements.  Except as required by Law or stock exchange
regulation, no Party shall make, or cause to be made, any press release or
public announcement in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media without the
prior consent of the other Party, and the Parties shall agree as to the timing
and contents of any such press release or public announcement.  115.Assignment. 
Neither Party may, or may purport to, assign, transfer, charge or
otherwise deal with all or any of its rights or obligations under this
Agreement in whole or in part, nor grant, declare, create or dispose of any right
or interest in it without the prior written consent of the other Party;
provided that (i) the Purchaser may assign any or all of its rights and
interests under this Agreement to one or more of its Affiliates, and (ii) any
or all of the respective rights and interests of the Purchaser and the Seller
under this Agreement (A) may be assigned to any purchaser of substantially
all of the assets of the Purchaser or the Seller, (B) may be assigned as a
matter of law to the surviving entity in any merger, consolidation, share exchange
or reorganization involving the Purchaser or the Seller, and (C) may be
assigned as collateral security to any lender or lenders (including any agent
for any such lender or lenders) or to any assignee or assignees of such lender,
lenders or agent.  116.Waiver. 
The failure by a Party to insist on any occasion upon the performance of
the terms, conditions and provisions of Agreement shall not act as a waiver of
any of its provisions or as an acceptance of any Amendment.  117.Amendment. 
An Amendment of any of the provisions of this Agreement is valid only if
it is in writing and signed by or on behalf of each Party hereto.  The term Amendment shall include any supplement,
deletion or replacement or other modification however effected.  No Amendment shall constitute a general
waiver of any provision of this Agreement, nor shall it affect any rights,
obligations or liabilities under or pursuant to this Agreement, which have
already accrued up to the date of the Amendment, and the rights and obligations
of the Parties under or pursuant to this Agreement shall remain in full force
and effect, except and only to the extent that they are so amended.  Portions of this Exhibit were
omitted, as indicated by [***], 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


118.Rules of Construction. 
The words hereby, herein, hereof; hereunder and words of similar
import refer to this Agreement as a whole (including any Exhibits and Schedules
hereto) and not merely to the specific section, paragraph or clause in which
such word appears.  All references herein
to Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require.  The
words include, includes and including shall be deemed to be followed by
the phrase without limitation. The definitions given to terms in this
Agreement shall apply equally to both the singular and plural forms of the
terms defined.  Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter
forms.  Except as otherwise expressly
provided herein, all references to dollars or $ shall be deemed references
to the lawful money of the United States of America.  119.Abrogation. 
This Agreement abrogates any other agreement concluded by the Parties
before the signing of it.  120.Entire
Agreement.  This Agreement (together with the Schedules
and Exhibits), the Transaction Documents and the Confidentiality Agreement
constitute the entire agreement and understanding between the Parties related
to the subject matter hereof.  121.Severability. 
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any Law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.  122.Risk
of Loss.  The risk of loss for the Transferred Assets
shall rest with Caliper until the Closing. 
If before the Closing, all or any of the Transferred Assets shall be
damaged or destroyed by fire or other casualty, then Caliper shall notify the
Purchaser promptly thereof.  In the event
of the damage or destruction of any of the Transferred Assets, Caliper shall
repair or restore such Transferred Assets before the Closing Date at no cost or
expense to the Purchaser.  If any
material portion of the Transferred Assets are so damaged or destroyed and
cannot be repaired or restored before the Closing Date then the Purchaser shall
have the right and option either to terminate the Purchasers obligations or to
elect nevertheless to proceed to the Closing. 
If the Purchaser elects to proceed to the Closing, then (i) at the
Closing, Caliper shall sell the Transferred Assets to the Purchaser, as so
damaged or destroyed and shall assign to the Purchaser all of Calipers rights
to all damages or insurance proceeds theretofore paid to Caliper or thereafter
payable to Caliper by reason of such damage or destruction and (ii) from
and after the Closing, the Purchaser shall have the sole right and option, to  Portions of this Exhibit were
omitted, as indicated by [***], 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


negotiate for,
claim, contest and receive all damages and all insurance proceeds on account of
such damage or destruction.  To the extent
that any damages, insurance proceeds or awards are not available or sufficient
to cover any such damage or destruction, the Purchase Price shall be reduced at
the Closing to reflect such damage or destruction.  XI.Governing
Law; Jurisdiction  123.Governing
Law.  This Agreement shall be governed as to its
validity, interpretation and effect by the laws of the State of New York
without giving effect to any choice or conflict of law provision or rule that
would cause the application of the laws of any jurisdiction other than New
York.  124.Jurisdiction. 
The parties hereto unconditionally and irrevocably agree and consent to
the exclusive jurisdiction of, and service of process and venue in, the United
States District Court for the Southern District of New York and waive any
objection with respect thereto, for the purpose of any action, suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby and further agree:  (i)not to commence any such action, suit or
proceeding except in any such court and  (ii)upon the commencement of any action, suit
or proceeding in accordance with the terms hereof, to waive trial by jury with
respect to such action, suit or proceeding.  125.Confidentiality. 
The Parties hereto agree that with respect to the disclosure of
information furnished hereunder or in connection herewith, the Parties shall be
bound by the terms of the Confidentiality Agreement; provided, that from and
after the Closing, the foregoing obligations of the Purchaser and its
Affiliates under the Confidentiality Agreement with respect to information
regarding the Business shall terminate. 
Notwithstanding the foregoing, (i) each Party hereby consents to
the disclosure of information regarding the other Party to the extent necessary
to make filings with Governmental Authorities or otherwise obtain the consent
of a Governmental Authority that is necessary to be made or obtained to
consummate the transactions contemplated hereby or to obtain financing to
consummate the transactions contemplated by this Agreement, and (ii) the
Purchaser acknowledges that the Seller intends to file this Agreement with the
Securities and Exchange Commission.  126.Counterparts; Execution by
Facsimile.  This Agreement may be executed in one or more
counterparts (including execution by means of facsimile), and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.  Portions of this Exhibit were
omitted, as indicated by [***], 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


[Signature Page Follows]  Portions of this Exhibit were
omitted, as indicated by [***], 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


IN WITNESS WHEREOF,the undersigned have executed this
Asset Sale and Purchase Agreement by and through their respective duly
authorized Representatives.  October             ,
  2008
  
  October             ,
  2008Caliper Life Sciences, Inc.
  
  Sotax Corporation68 Elm Street
  Hopkinton, MA 01748, USA
  
  411 Caredean DriveHorsham, Pennsylvania 19044, USAE. Kevin Hrusovsky
  
  Patrick BallmerPresident and Chief Executive Officer
  
  Authorized Signatory   [Signature Page to Asset Sale and Purchase
Agreement]  Portions of this Exhibit were
omitted, as indicated by [***], 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.