EXHIBIT 10.2


JOINDER AGREEMENT


Dated: As of September 28, 2006

Effective: As of September 28, 2006


Reference is hereby made to
a certain loan arrangement by and among (a) SILICON
VALLEY BANK, a California corporation with its principal place of
business at 3003 Tasman Drive, Santa Clara, California 95054, and with a
loan production office located at One Newton Executive Park, Suite 200, 2221
Washington Street, Newton, Massachusetts 02462 (the “Bank”) and (b) CALIPER LIFE SCIENCES, INC., a Delaware corporation with its
chief executive office at 68 Elm Street, Hopkinton, Massachusetts 01748 (“Caliper”)
and NOVASCREEN BIOSCIENCES CORPORATION, a
Delaware corporation with its chief executive office at 68 Elm Street,
Hopkinton, Massachusetts 01748 (“NovaScreen”)(Caliper and NovaScreen are,
hereinafter, individually and collectively, the “Existing Borrower”), evidenced
by that certain Loan and Security Agreement dated as of August 9, 2006, by and
among Bank and Existing Borrower (as may be amended from time to time, the “Loan
Agreement”). All capitalized terms used herein without definitions shall have
the meanings given such terms in the Loan Agreement.


1.             Joinder to Loan Agreement.  Each
of the undersigned, XENOGEN CORPORATION
(f/k/a Caliper Holdings, Inc.),
a Delaware corporation (“Xenogen”), and XENOGEN BIOSCIENCES
CORPORATION, an Ohio corporation (“XBC”) (Xenogen and XBC, each a “New
Borrower,” and, together with the Existing Borrower, jointly, severally,
individually and collectively, the “Borrower”), hereby joins the Loan Agreement
and each of the Loan Documents, and agrees to comply with and be bound by all
of the terms, conditions and covenants of the Loan Agreement and Loan
Documents, as if it were originally named a “Borrower” therein.  Without limiting the generality of the
preceding sentence, each New Borrower agrees that it will be jointly and
severally liable, together with the Existing Borrower, for the payment and
performance of all obligations and liabilities of the Borrower under the Loan
Agreement, including, without limitation, the Obligations. Each New Borrower
hereby appoints Caliper as agent for all purposes under the Loan Agreement,
including with respect to requesting Credit Extensions pursuant to the Loan
Agreement. Each Borrower
hereunder shall be obligated to repay all Credit Extensions made pursuant to
the Loan Agreement, regardless of which Borrower actually receives said Credit
Extension, as if each Borrower hereunder directly received all Credit
Extensions.


2.             Subrogation and Similar Rights.  Each
Borrower waives any suretyship defenses available to it under the Code or any
other applicable law.  Each Borrower
waives any right to require Bank to: (i) proceed against any Borrower or any
other person; (ii) proceed against or exhaust any security; or (iii) pursue any
other remedy.  Bank may exercise or not
exercise any right or remedy it has against any Borrower or any security it
holds (including the right to foreclose by judicial or non-judicial sale) without
affecting any Borrower’s liability. 
Notwithstanding any other provision of the Loan Agreement or other Loan
Documents, each Borrower irrevocably waives all rights that it may have at law
or in equity (including, without limitation, any law subrogating Borrower to
the rights of Bank under the Loan Agreement) to seek contribution,
indemnification or any other form of reimbursement from any other Borrower, or
any other Person now or hereafter primarily or secondarily liable for any of
the Obligations, for any payment made by Borrower with respect to the
Obligations in connection with the Loan Agreement or otherwise and all rights
that it might have to benefit from, or to participate in, any security for the
Obligations as a result of any payment made by Borrower with respect to the
Obligations in connection with the Loan Agreement or otherwise.  Any agreement providing for indemnification,
reimbursement or any other arrangement prohibited under this Section shall be
null and void.  If any payment is made to
a Borrower in contravention of this Section, such Borrower shall hold such
payment 









 



in trust for Bank and such payment shall be promptly delivered to Bank
for application to the Obligations, whether matured or unmatured.


3.             Grant of Security Interest.  To
secure the prompt payment and performance of all of the Obligations, each New
Borrower hereby grants to the Bank a continuing lien upon and security interest
in all of such New Borrower’s now existing or hereafter arising rights and
interest in the Collateral, whether now owned or existing or hereafter created,
acquired, or arising, and wherever located, including, without limitation, all
of such New Borrower’s assets (excluding intellectual property); and all such
New Borrower’s Books relating to the foregoing and any and all claims, rights
and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements,
products, proceeds and insurance proceeds of any or all of the foregoing. Each
New Borrower further covenants and agrees that by its execution hereof it shall
provide all such information, complete all such forms, and take all such
actions, and enter into all such agreements, in form and substance reasonably
satisfactory to the Bank that are reasonably deemed necessary by the Bank in
order to grant a valid, perfected security interest to the Bank in the
Collateral. Each New Borrower hereby authorizes Bank to file financing
statements, without notice to Borrower, with all appropriate jurisdictions in
order to perfect or protect Bank’s interest or rights hereunder, including a
notice that any disposition of the Collateral, by either the Borrower or any
other Person, shall be deemed to violate the rights of the Bank under the Code.


4.             Representations
and Warranties.  Each New Borrower hereby represents and
warrants to Bank that all representations and warranties in the Loan Documents
made on the part of Existing Borrower are true and correct on the date hereof
with respect to such New Borrower, with the same force and effect as if such
New Borrower were named as “Borrower” in the Loan Documents in addition to
Existing Borrower.


5.             Delivery
of Documents.  Each New Borrower hereby agrees that the
following documents shall be delivered to the Bank prior to or concurrently
with this Agreement, each in form and substance satisfactory to the Bank:


A.                                   a certificate of the Secretary of such New
Borrower with respect to certificate of incorporation, by-laws, incumbency and
resolutions authorizing the execution and delivery of this Agreement;


B.                                     a certificate of the Secretary of each
Existing Borrower with respect to resolutions authorizing the execution and
delivery of this Agreement;


C.                                     a certificate of the Secretary of State of
Delaware of a recent date as to Holding’s existence and good standing;


D.                                    a certificate of the Secretary of State of
Ohio of a recent date as to XBC’s existence and good standing;


E.                                      the results of UCC searches with respect to
the Collateral indicating no Liens other than Permitted Liens and otherwise in form
and substance satisfactory to the Bank;


F.                                      a Perfection Certificate;


G.                                     a Securities Account Control Agreement;









 



 


H.                                    a legal opinion of New Borrower’s counsel
(authority and enforceability), in form and substance acceptable to Bank;


I.                                         Evidence of Insurance (On Acord 27 Form, and
Acord 25S Form); and


J.                                        such other documents as the Bank may
reasonably request.


6.             Countersignatures. This Agreement shall become effective only
when it shall have been executed by Borrower and Bank.


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This Agreement is executed
as a sealed instrument under the laws of the Commonwealth of Massachusetts as
of the date first written above.


	
  

  	
  NEW BORROWER:

  
	
   

  	
   

  
	
   

  	
  XENOGEN CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  XENOGEN BIOSCIENCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXISTING BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  CALIPER LIFE SCIENCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOVASCREEN BIOSCIENCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title