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Exhibit 10.56
 FIRST AMENDMENT TO LEASE
 I.
    
    PARTIES AND DATE.This First Amendment to Lease (the Amendment) dated January 30, 2006, is by and
between THE IRVINE COMPANY LLC, a Delaware limited liability company, formerly The
Irvine Company, a Delaware corporation (Landlord), and MOLECULAR DEVICES CORPORATION,
a Delaware corporation (Tenant).II.
    
    RECITALSOn May 28, 2002, Landlord and Tenant entered into a lease (Lease) for space in a
building located at 1312 Crossman Avenue, Sunnyvale, California (Premises).
Landlord and Tenant each desire to modify the Lease to extend the Lease Term, to adjust
the Basic Rent, and to make such other modifications as are set forth in III.
MODIFICATIONS next below.III.
    
    MODIFICATIONS
 A.
    
    Basic Lease Provisions. The Basic Lease Provisions are hereby amended
as follows:
 1.
    
    Item 5 is hereby deleted in its entirety and
substituted therefore shall be the following:5. Lease Term: The Term of this Lease shall expire at midnight on
February 28, 2013.2.
    
    Item 6 is hereby amended by adding the following:Commencing November 1, 2007, the Basic Rent shall be Fifty Nine
Thousand Nine Hundred Ninety-Four Dollars ($59,994.00) per month, based
on $1.10 per rentable square foot.Commencing November 1. 2008, the Basic Rent shall be Sixty Two Thousand
One Hundred Seventy-Six Dollars ($62,176.00) per month, based on $1.14
per rentable square foot.Commencing November 1, 2009, the Basic Rent shall be Sixty Four Thousand
Nine Hundred Three Dollars ($64,903.00) per month, based on $1.19 per
rentable square foot.Commencing November 1, 2010, the Basic Rent shall be Sixty Seven
Thousand Six Hundred Thirty Dollars ($67,630.00) per month, based on
$1.24 per rentable square foot.Commencing November 1, 2011, the Basic Rent shall be Seventy Thousand
Three Hundred Fifty-Seven Dollars ($70,357.00) per month, based on $1.29
per rentable square foot.Commencing November 1, 2012, the Basic Rent shall be Seventy Three
Thousand Eighty-Four Dollars ($73,084.00) per month, based on $1.34 per
rentable square foot.




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3.
    
    Item 12 is hereby amended by deleting Landlords
address for payments and notices and substituted therefore shall be the
following:LANDLORDTHE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attn: Senior Vice President, Operations
Irvine Office PropertiesWith a copy of notices to:THE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attn: Vice President, Operations
Irvine Office Properties, Technology Portfolio
 B.
    
    Right to Extend the Lease. The Provisions of Section 3.2 of
the Lease entitled Right to Extend this Lease shall remain in full force and
effect and exercisable by Tenant during the Term of the Lease as extended by this
Amendment, except that the reference in the second (2nd) sentence of
the first (1st) paragraph to not less than six (6) months or more than
nine (9) months is hereby revised to not less than nine (9) months or more than
twelve (12) months.C.
    
    Late Payments. The reference to Two Hundred Fifty Dollars
($250.00) in Section 14.3(a) of the Lease is hereby amended to One Hundred
Dollars ($100.00).D.
    
    Maintenance and Repair. Sections 7.1 and 7.2 of the Lease are
hereby amended to provide that Landlords obligation to provide service,
maintenance and repair to air conditioning, heating and ventilating equipment
servicing the Premises shall not apply to supplemental HVAC system(s), if any,
installed by Tenant and servicing only the Premises, and that Landlord shall
maintain in good repair, as a Project Cost, all Building exterior glass.E.
    
    Waiver of Jury Trial. Section 14.7 of the Lease is hereby
deleted in its entirety and substituted therefore shall be the following:SECTION 14.7. WAIVER OF JURY TRIAL/ JUDICIAL REFERENCE
 (a)
    
    LANDLORD AND TENANT EACH
ACKNOWLEDGES THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF
COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY
JURY, AND, TO THE EXTENT ENFORCEABLE UNDER CALIFORNIA LAW, EACH
PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL
SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER
(AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR
SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANTS
USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF




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INJURY OR DAMAGE. FURTHERMORE, THIS WAIVER AND RELEASE OF ALL
RIGHTS TO A JURY TRIAL IS DEEMED TO BE INDEPENDENT OF EACH AND
EVERY OTHER PROVISION, COVENANT, AND/OR CONDITION SET FORTH IN
THIS LEASE.
 (b)
    
    IN THE EVENT THAT THE JURY WAIVER
PROVISIONS OF SECTIONS 14.7(a)ARE NOT ENFORCEABLE UNDER
CALIFORNIA LAW, THEN THE PROVISIONS OF THIS SECTION 14.7(b)SHALL
APPLY. IT IS THE DESIRE AND INTENTION OF THE PARTIES TO AGREE
UPON A MECHANISM AND PROCEDURE UNDER WHICH CONTROVERSIES AND
DISPUTES ARISING OUT OF THIS LEASE OR RELATED TO THE PREMISES
WILL BE RESOLVED IN A PROMPT AND EXPEDITIOUS MANNER. ACCORDINGLY,
EXCEPT WITH RESPECT TO ACTIONS FOR UNLAWFUL OR FORCIBLE DETAINER
OR WITH RESPECT TO THE PREJUDGMENT REMEDY OF ATTACHMENT, ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO
AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR SUBSIDIARY OR AFFILIATED ENTITIES) ON ANY
MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THIS LEASE, TENANTS USE OR OCCUPANCY OF THE PREMISES AND/OR ANY
CLAIM OF INJURY OR DAMAGE, SHALL BE HEARD AND RESOLVED BY A
REFEREE UNDER THE PROVISIONS OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE, SECTIONS 638-645.1, INCLUSIVE (AS SAME MAY BE AMENDED,
OR ANY SUCCESSOR STATUTE(S) THERETO) (THE REFEREE SECTIONS).
ANY FEE TO INITIATE THE JUDICIAL REFERENCE PROCEEDINGS SHALL BE
PAID BY THE PARTY INITIATING SUCH PROCEDURE; PROVIDED HOWEVER,
THAT THE COSTS AND FEES, INCLUDING ANY INITIATION FEE, OF SUCH
PROCEEDING SHALL ULTIMATELY BE BORNE IN ACCORDANCE WITH SECTION
14.6 ABOVE. THE VENUE OF THE PROCEEDINGS SHALL BE IN THE COUNTY
IN WHICH THE PREMISES ARE LOCATED. WITHIN TEN (10) DAYS OF
RECEIPT BY ANY PARTY OF A WRITTEN REQUEST TO RESOLVE ANY DISPUTE
OR CONTROVERSY PURSUANT TO THIS SECTION 14.7(b), THE PARTIES
SHALL AGREE UPON A SINGLE REFEREE WHO SHALL TRY ALL ISSUES,
WHETHER OF FACT OR LAW, AND REPORT A FINDING AND JUDGMENT ON SUCH
ISSUES AS REQUIRED BY THE REFEREE SECTIONS. IF THE PARTIES ARE
UNABLE TO AGREE UPON A REFEREE WITHIN SUCH TEN (10) DAY PERIOD,
THEN ANY PARTY MAY THEREAFTER FILE A LAWSUIT IN THE COUNTY IN
WHICH THE PREMISES ARE LOCATED FOR THE PURPOSE OF APPOINTMENT OF
A REFEREE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638
AND 640, AS SAME MAY BE AMENDED OF ANY SUCCESSOR STATUTE(S)
THERETO. IF THE REFEREE IS APPOINTED BY THE COURT, THE REFEREE
SHALL BE A NEUTRAL AND IMPARTIAL RETIRED JUDGE WITH SUBSTANTIAL
EXPERIENCE IN THE RELEVANT MATTERS TO BE




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DETERMINED, FROM JAMS/ENDISPUTE, INC., THE AMERICAN ARBITRATION
ASSOCIATION OR SIMILAR MEDIATION/ARBITRATION ENTITY. THE PROPOSED
REFEREE MAY BE CHALLENGED BY ANY PARTY FOR ANY OF THE GROUNDS
LISTED IN SECTION 641 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE,
AS SAME MAY BE AMENDED OR ANY SUCCESSOR STATUTE(S) THERETO. THE
REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES OF FACT AND LAW
AND REPORT HIS OR HER DECISION ON SUCH ISSUES, AND TO ISSUE ALL
RECOGNIZED REMEDIES AVAILABLE AT LAW OR IN EQUITY FOR ANY CAUSE OF
ACTION THAT IS BEFORE THE REFEREE, INCLUDING AN AWARD OF
ATTORNEYS FEES AND COSTS IN ACCORDANCE WITH CALIFORNIA LAW. THE
REFEREE SHALL NOT, HOWEVER, HAVE THE POWER TO AWARD PUNITIVE
DAMAGES, NOR ANY OTHER DAMAGES WHICH ARE NOT PERMITTED BY THE
EXPRESS PROVISIONS OF THIS LEASE, AND THE PARTIES HEREBY WAIVE ANY
RIGHT TO RECOVER ANY SUCH DAMAGES. THE PARTIES SHALL BE ENTITLED
TO CONDUCT ALL DISCOVERY AS PROVIDED IN THE CALIFORNIA CODE OF
CIVIL PROCEDURE, AND THE REFEREE SHALL OVERSEE DISCOVERY AND MAY
ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT
JUDGE, WITH RIGHTS TO REGULATE DISCOVERY AND TO ISSUE AND ENFORCE
SUBPOENAS, PROTECTIVE ORDERS AND OTHER LIMITATIONS ON DISCOVERY
AVAILABLE UNDER CALIFORNIA LAW. THE REFERENCE PROCEEDING SHALL BE
CONDUCTED IN ACCORDANCE WITH CALIFORNIA LAW (INCLUDING THE RULES
OF EVIDENCE), AND IN ALL REGARDS, THE REFEREE SHALL FOLLOW
CALIFORNIA LAW APPLICABLE AT THE TIME OF THE REFERENCE PROCEEDING.
IN ACCORDANCE WITH SECTION 644 OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE, THE DECISION OF THE REFEREE UPON THE WHOLE ISSUE MUST
STAND AS THE DECISION OF THE COURT, AND UPON THE FILING OF THE
STATEMENT OF DECISION WITH THE CLERK OF THE COURT, OR WITH THE
JUDGE IF THERE IS NO CLERK, JUDGMENT MAY BE ENTERED THEREON IN THE
SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE
PARTIES SHALL PROMPTLY AND DILIGENTLY COOPERATE WITH ONE ANOTHER
AND THE REFEREE, AND SHALL PERFORM SUCH ACTS AS MAY BE NECESSARY
TO OBTAIN A PROMPT AND EXPEDITIOUS RESOLUTION OF THE DISPUTE OR
CONTROVERSY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14.7(b).
TO THE EXTENT THAT NO PENDING LAWSUIT HAS BEEN FILED TO OBTAIN THE
APPOINTMENT OF A REFEREE, ANY PARTY, AFTER THE ISSUANCE OF THE
DECISION OF THE REFEREE, MAY APPLY TO THE COURT OF THE COUNTY IN
WHICH THE PREMISES ARE LOCATED FOR CONFIRMATION BY THE COURT OF
THE DECISION OF THE REFEREE IN THE SAME MANNER AS A PETITION FOR
CONFIRMATION OF AN ARBITRATION AWARD PURSUANT TO CODE OF CIVIL




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PROCEDURE SECTION 1285 ET SEQ. (AS SAME MAY BE
 AMENDED OR ANY SUCCESSOR STATUTE(S) THERETO).
 F.
    
    Acceptance of Premises. Tenant acknowledges that the lease of
the Premises pursuant to this Amendment shall be on an as-is basis without
further obligation on Landlords part as to improvements whatsoever.
 IV. GENERAL
 A.
    
    Effect of Amendments. The Lease shall remain in full force and effect
except to the extent that it is modified by this Amendment.B.
    
    Entire Agreement. This Amendment embodies the entire
understanding between Landlord and Tenant with respect to the modifications set
forth in III. MODIFICATIONS above and can be changed only by a writing signed
by Landlord and Tenant.C.
    
    Counterparts. If this Amendment is executed in counterparts,
each is hereby declared to be an original; all, however, shall constitute but one
and the same amendment. In any action or proceeding, any photographic,
photostatic, or other copy of this Amendment may be introduced into evidence
without foundation.D.
    
    Defined Terms. All words commencing with initial capital
letters in this Amendment and defined in the Lease shall have the same meaning in
this Amendment as in the Lease, unless they are otherwise defined in the
Amendment.E.
    
    Corporate and Partnership Authority. If Tenant is a
corporation or partnership, or is comprised of either or both of them, each
individual executing this Amendment for the corporation or partnership represents
that he or she is duly authorized to execute and deliver this Amendment on behalf
of the corporation or partnership and that this Amendment is binding upon the
corporation or partnership in accordance with its terms.F.
    
    Attorneys Fees. The provisions of the Lease respecting
payment of attorneys fees shall also apply to this Amendment.
 V. EXECUTION
  LANDLORD:
    
    TENANT:THE IRVINE COMPANY LLC
CORPORATION
A Delaware limited liability company
    
    MOLECULAR DEVICES CORPORATIONBy:
    
    /s/ Steven M Case
    
    By: /s/ Tim HarknessSteven M Case
    
    Tim HarknessSenior Vice President Leasing,
    
    Chief Financial Officer and Senior ViceOffice Properties
    
    President Finance and OperationsBy:
    
    /s/ Christopher J. PompaChristopher J. PompaVice President Operations,Office Properties