EXHIBIT 10.1


LOAN
AND SECURITY AGREEMENT


THIS
LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 9, 2006 (the “Effective Date”) between SILICON VALLEY BANK, a California
corporation and with a loan production office located at One Newton Executive
Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and CALIPER LIFE SCIENCES, INC., a Delaware corporation (“Caliper”)
and NOVASCREEN BIOSCIENCES CORPORATION,
a Maryland corporation (“NovaScreen”) (hereinafter, Caliper and NovaScreen are
jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which
Bank shall lend to Borrower and Borrower shall repay Bank.  The parties agree as follows:


1              ACCOUNTING
AND OTHER TERMS


1.1          Accounting
terms not defined in this Agreement shall be construed following GAAP.  Calculations and determinations must be made
following GAAP.  Capitalized terms not
otherwise defined in this Agreement shall have the meanings set forth in
Section 13.  All other terms
contained in this Agreement, unless otherwise indicated, shall have the meaning
provided by the Code to the extent such terms are defined therein.


1.2          Agented
Loan Arrangement.


(a)           Designation
of Agent.  Each Borrower
hereby designates Caliper as the agent (the “Agent”)
of each Borrower to discharge the duties and responsibilities of the Agent as
provided herein.


(b)           Operation of Loan
Arrangement.


(i)            Except as otherwise
permitted by Bank, Credit Extensions hereunder shall be requested solely by the
Agent as agent for each Borrower.


(ii)           Any Credit Extension
which may be made by Bank under this Agreement and which is directed to the
Agent is received by the Agent in trust for that Borrower who is intended to
receive such Credit Extension.  The Agent
shall distribute the proceeds of any such Credit Extension solely to that
Borrower.  Each Borrower shall be
directly indebted to Bank for each Credit Extension distributed to any Borrower
by the Agent, together with all accrued interest thereon, as if that amount had
been advanced directly by Bank to a Borrower (whether or not the subject Credit
Extension was based upon the accounts and/or inventory or other assets of the
Borrower which actually received such distribution), in addition to which each
Borrower shall be liable to Bank for all Obligations under this Agreement,
whether or not the proceeds of the Credit Extension are distributed to any
particular Borrower.


(iii)          Bank shall have no
responsibility to inquire as to the distribution of Credit Extensions made by
Bank through the Agent as described herein.


(c)           Credit Extensions
Directly to Borrower.


(i)            If,
for any reason, and at any time during the term of this Agreement:


(A)          any
Borrower, including the Agent, as agent for each Borrower, shall be unable to,
or prohibited from carrying out the terms and conditions of this Agreement (as
determined by Bank in Bank’s sole and absolute discretion); or


(B)           Bank deems it
inexpedient (in Bank’s sole and absolute discretion) to continue making Credit
Extensions to or for the account of any particular Borrower, or to channel such
Credit Extensions through the Agent, then Bank may make Credit Extensions
directly to such Borrower as Bank determines to be expedient, which Credit









 



Extensions may be made
without regard to the procedures otherwise included in this Article 1.


(ii)           In
the event that Bank determines to forgo the procedures included herein pursuant
to which Credit Extensions are to be channeled through the Agent, then Bank may
designate one or more Borrower to fulfill the financial and other reporting
requirements otherwise imposed herein upon the Agent.


(iii)          Each Borrower shall
remain liable to Bank for the payment and performance of all Obligations (which
payment and performance shall continue to be secured by all Collateral)
notwithstanding any determination by Bank to cease making Credit Extensions to
or for the benefit of any Borrower.


(d)           Continuation of
Authority of Agent.  The authority of
the Agent to request Credit Extensions on behalf of, and to bind, each
Borrower, shall continue unless and until Bank acts as provided in Section
1.2(c) above, or Bank actually receives:


(i)            written
notice of: (i) the termination of such authority, and (ii) the subsequent
appointment of a successor Agent, which notice is executed by the respective
Presidents of each Borrower then eligible for borrowing under this Agreement;
and


(ii)           written
notice from the successor Agent (i) accepting such appointment; (ii)
acknowledging that the removal and appointment has been effected by the
respective Presidents of each Borrower eligible for borrowing under the within
Agreement; and (iii) acknowledging that from and after the date of appointment,
the newly appointed Agent shall be bound by the terms hereof, and that as used
herein, the term “Agent” shall mean and include the newly appointed Agent.


(e)           Indemnification.  The Agent and each Borrower respectively
shall indemnify, defend, and save and hold Bank harmless from and against any
liabilities, claims, demands, expenses, or losses made against or suffered by
Bank on account of, or arising out of, this Agreement, Bank’s reliance upon
Credit Extension requests made by the Agent, or any other action taken by Bank
hereunder or under any of Bank’s various agreements with the Agent and/or any
Borrower and/or any other Person arising under this Agreement.


2              LOAN
AND TERMS OF PAYMENT


2.1          Promise
to Pay.  Borrower hereby
unconditionally promises to pay Bank the outstanding principal amount of all
Credit Extensions and accrued and unpaid interest thereon as and when due in
accordance with this Agreement.


2.1.1       Revolving Advances.


(a)      Availability.  Subject to the terms and conditions of this
Agreement, Bank shall make Advances not exceeding the Availability Amount.  Amounts borrowed under the Revolving Line may
be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject
to the applicable terms and conditions precedent herein.


(b)      Termination; Repayment.  The Revolving Line terminates on the
Revolving Line Maturity Date, when the principal amount of all Advances, the
unpaid interest thereon, and all other Obligations relating to the Revolving
Line shall be immediately due and payable.


(c)      Prepayment.  Borrower shall have the option to prepay the
Revolving Line at anytime, provided Borrower (i) provides written notice
to Bank of its election to prepay the Revolving Line, and (ii) pays, on
the date of such prepayment (A) all outstanding principal plus accrued
interest, (B) the Minimum Usage Fee which would be due, and (C) all other sums,
if any, that shall have become due and payable.



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2.1.2       Letters
of Credit Sublimit.


(a)           As
part of the Revolving Line, Bank shall issue or have issued Letters of Credit
for Borrower’s account.  The face amount
of outstanding Letters of Credit (including drawn but unreimbursed Letters of
Credit and any Letter of Credit Reserve) may not exceed $5,000,000.00.  Such aggregate amounts utilized hereunder
shall at all times reduce the amount otherwise available for Advances under the
Revolving Line.  If, on the Revolving
Maturity Date, there are any outstanding Letters of Credit, then on such date
Borrower shall provide to Bank cash collateral in an amount equal to 105% of
the face amount of all such Letters of Credit plus all interest, fees, and
costs due or to become due in connection therewith (as estimated by Bank in its
good faith business judgment), to secure all of the Obligations relating to
said Letters of Credit.  All Letters of
Credit shall be in form and substance acceptable to Bank in its sole discretion
and shall be subject to the terms and conditions of Bank’s standard Application
and Letter of Credit Agreement (the “Letter of Credit
Application”).  Borrower
agrees to execute any further documentation in connection with the Letters of
Credit as Bank may reasonably request. 
Borrower further agrees to be bound by the regulations and
interpretations of the issuer of any Letters of Credit guarantied by Bank and
opened for Borrower’s account or by Bank’s interpretations of any Letter of
Credit issued by Bank for Borrower’s account, and Borrower understands and
agrees that Bank shall not be liable for any error, negligence, or mistake,
whether of omission or commission, in following Borrower’s instructions or
those contained in the Letters of Credit or any modifications, amendments, or
supplements thereto.


(b)           The
obligation of Borrower to immediately reimburse Bank for drawings made under
Letters of Credit shall be absolute, unconditional, and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement, such
Letters of Credit, and the Letter of Credit Application.


(c)           Borrower
may request that Bank issue a Letter of Credit payable in a Foreign
Currency.  If a demand for payment is
made under any such Letter of Credit, Bank shall treat such demand as an
Advance to Borrower of the equivalent of the amount thereof (plus fees and
charges in connection therewith such as wire, cable, SWIFT or similar charges)
in Dollars at the then-prevailing rate of exchange in San Francisco,
California, for sales of the Foreign Currency for transfer to the country
issuing such Foreign Currency.


(d)           To
guard against fluctuations in currency exchange rates, upon the issuance of any
Letter of Credit payable in a Foreign Currency, Bank shall create a reserve
(the “Letter of Credit Reserve”) under the
Revolving Line in an amount equal to ten percent (10%) of the face amount of
such Letter of Credit.  The amount of the
Letter of Credit Reserve may be adjusted by Bank from time to time to account
for fluctuations in the exchange rate. 
The availability of funds under the Revolving Line shall be reduced by
the amount of such Letter of Credit Reserve for as long as such Letter of
Credit remains outstanding.


2.2          Overadvances.  If, at any time Borrower’s Unrestricted Cash
is less than Twenty Million Dollars ($20,000,000.00) and the Credit Extensions
under Section 2.1.1 and Section 2.1.2 exceed the lesser of either (a) the
Revolving Line or (b) the Borrowing Base, Borrower shall immediately pay to
Bank in cash such excess.


2.3          Payment
of Interest on the Credit Extensions.


(a)      Interest Rate.  Subject to Section 2.3(b), the principal
amount outstanding under the Revolving Line shall accrue interest at a floating
per annum rate equal to: (x) if Borrower’s Unrestricted Cash is equal to or
greater than Twenty Million Dollars ($20,000,000.00), the Prime Rate, or (y) if
Borrower’ Unrestricted Cash is less than Twenty Million Dollars
($20,000,000.00), one-half of one percentage point (.50%) above the Prime Rate,
which interest shall be payable monthly in accordance with Section 2.3(f)
below.   Any changes to the applicable
interest rate due as set forth in (x) or (y) above, shall be effective on the
first day of the month following such event.


(b)      Default Rate. Immediately upon the
occurrence and during the continuance of an Event of Default, Obligations shall
bear interest at a rate per annum which is two percentage points above the rate
effective immediately before the Event of Default (the “Default Rate”).  Payment or acceptance of the increased
interest rate provided in this Section 2.3(b) is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Bank.


(c)      Adjustment to Interest
Rate.  Changes to the interest rate
of any Credit Extension based on changes to the Prime Rate shall be effective
on the effective date of any change to the Prime Rate and to the extent of any
such change.



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(d)      360-Day Year.  Interest shall be computed on the basis of a
360-day year for the actual number of days elapsed.


(e)      Debit of Accounts.  Bank may debit any of Borrower’s deposit
accounts, including the Designated Deposit Account, for principal and interest
payments or any other amounts Borrower owes Bank when due.  These debits shall not constitute a set-off.


(f)       Payments.  Unless otherwise provided, interest is
payable monthly on the first calendar day of each month.  Payments of principal and/or interest
received after 12:00 noon Eastern time are considered received at the opening
of business on the next Business Day. 
When a payment is due on a day that is not a Business Day, the payment
is due the next Business Day and additional fees or interest, as applicable,
shall continue to accrue.


2.4          Fees.  Borrower shall pay to Bank:


(a)      Commitment Fee.  A fully earned, non-refundable
commitment fee of Two Hundred Sixty-Five Thousand Dollars ($265,000.00) is
earned as of the date hereof and shall be payable as follows: (i) One Hundred
Sixty-Five Thousand Dollars ($165,000.00) is payable on the date hereof, and
(ii) One Hundred Thousand Dollars ($100,000.00) is payable upon the earlier to
occur: (y) the first anniversary of the Effective Date, and (z) the early
termination of the Loan Agreement.  In
the event that the Agreement and Plan of Merger dated as of February 10, 2006
among Borrower, Caliper Holdings Inc., and Xenogen Corporation (“Xenogen”) (the “Caliper/Xenogen Merger
Agreement”) is terminated for any reason prior the closing of the
merger thereunder, Sixty Five Thousand Dollars ($65,000.00) of the commitment
fee shall be refunded to the Borrower; and


(b)      Minimum Usage Fee.  Upon the occurrence of the Acquisition Event
and for a period of eighteen (18) consecutive months thereafter, for any month
in which the average outstanding principal amount under the Revolving Line is
less than Eight Million Dollars ($8,000,000.00), a fee (the “Minimum Usage Fee”), payable monthly, in arrears, in an
amount equal to the effective rate of interest set forth in Section 2.3(a)
multiplied by the difference between (x) Eight Million Dollars ($8,000,000.00),
and (y) the average outstanding principal amount of the Revolving Line during
such month.  Borrower shall not be
entitled to any credit, rebate or repayment of any Minimum Usage Fee previously
earned by Bank pursuant to this Section notwithstanding any termination of the
Agreement or the suspension or termination of Bank’s obligation to make loans
and advances hereunder; and


(c)      Letter of Credit Fee.  Bank’s customary fees and expenses for the
issuance or renewal of Letters of Credit, upon the issuance, each anniversary
of the issuance, and the renewal of such Letter of Credit; and


(d)      Bank Expenses.  All Bank Expenses (including reasonable
attorneys’ fees and expenses for documentation and negotiation of this
Agreement) incurred through and after the Effective Date, when due.


2.5          Xenogen
Credit Facilities.  Upon the
occurrence of the Acquisition Event but no earlier than August 14, 2006, that
certain Amended and Restated Loan and Security Agreement dated July __, 2005 by
and among Bank, Xenogen, and Xenogen Biosciences Corporation (“XBC”) (the “Xenogen/SVB Credit
Agreement”), and that certain Loan and Security Agreement dated
August 2, 2005 by and among Partners for Growth, Xenogen, and XBC (the “Xenogen/PFG Credit Agreement”) shall each be terminated and
all amounts owed to Bank and Partners for Growth thereunder shall become
immediately due and payable, provided that
Bank agrees that (x) there shall not be any prepayment fees or charges or any “Minimum
Interest” payable by either Xenogen or XBC under the Xenogen/SVB Credit
Agreement as a result of any such termination of the Xenogen/SVB Credit
Agreement due to the occurrence of the Acquisition Event, and (y) subject to
satisfaction of all applicable terms and conditions hereunder, Borrower shall
be entitled to utilize Advances made under this Agreement to pay the amounts
owed to Bank under the Xenogen/SVB Credit Agreement and to Partners for Growth
under the Xenogen/PFG Credit Agreement.



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3              CONDITIONS OF
LOANS


3.1          Conditions
Precedent to Initial Credit Extension. 
Bank’s obligation to make the initial Credit Extension is subject to the
condition precedent that Bank shall have received, in form and substance
satisfactory to Bank, such documents, and completion of the following matters:


(a)      Duly executed original
signatures to the Loan Documents to which it is a party;


(b)      Duly executed original
signatures to the Control Agreements;


(c)      Caliper shall have delivered
its Operating Documents and a good standing certificate of Caliper certified by
the Secretary of State of the State of Delaware as of a date no earlier than
thirty (30) days prior to the Effective Date;


(d)      NovaScreen shall have
delivered its Operating Documents and a good standing certificate of NovaScreen
certified by the Secretary of State of the State of Maryland as of a date no
earlier than thirty (30) days prior to the Effective Date;


(e)      Duly executed original
signatures to the completed Borrowing Resolutions for each Borrower;


(f)       Bank shall have received
certified copies, dated as of a recent date, of financing statement searches,
as Bank shall request, accompanied by written evidence (including any UCC
termination statements) that the Liens indicated in any such financing
statements either constitute Permitted Liens or have been or, in connection
with the initial Credit Extension, will be terminated or released;


(g)      Borrower shall have
delivered a legal opinion of Borrower’s counsel dated as of the Effective Date
together with the duly executed original signatures thereto;


(h)      Borrower shall have
delivered a payoff letter from Manufacturers & Traders Trust Company;


(i)       Borrower shall have
delivered evidence satisfactory to Bank that the insurance policies required by
Section 6.5 hereof are in full force and effect, together with appropriate
evidence showing loss payable and/or additional insured clauses or endorsements
in favor of Bank; and


(j)       Borrower shall have paid
the fees and Bank Expenses then due as specified in Section 2.4 hereof.


3.2          Conditions
Precedent to all Credit Extensions. 
Bank’s obligations to make each Credit Extension, including the initial
Credit Extension, is subject to the following:


(a)      except as otherwise provided
in Section 3.4, timely receipt of an executed Payment/Advance Form;  and


(b)      the representations and
warranties in Section 5 shall be true in all material respects on the date of
the Payment/Advance Form and on the Funding Date of each Credit Extension;
provided, however, that such materiality qualifier shall not be applicable to
any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date, and no
Default or Event of Default shall have occurred and be continuing or result
from the Credit Extension.  Each Credit
Extension is Borrower’s representation and warranty on that date that the
representations and warranties in Section 5 remain true in all material
respects; provided, however, that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date; and


(c)      there has not been a
Material Adverse Change.



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3.3          Covenant
to Deliver.


Borrower agrees to
deliver to Bank each item required to be delivered to Bank under this Agreement
as a condition to any Credit Extension. 
Borrower expressly agrees that the extension of a Credit Extension prior
to the receipt by Bank of any such item shall not constitute a waiver by Bank
of Borrower’s obligation to deliver such item, and any such extension in the
absence of a required item shall be in Bank’s sole discretion.


3.4          Procedures
for Borrowing.   Subject to the prior
satisfaction of all other applicable conditions to the making of an Advance set
forth in this Agreement, to obtain an Advance, Agent shall notify Bank (which
notice shall be irrevocable) by electronic mail, facsimile, or telephone by
12:00 noon Eastern time on the Funding Date of the Advance.  Together with any such electronic or
facsimile notification, Agent shall deliver to Bank by electronic mail or
facsimile a completed Payment/Advance Form executed by a Responsible Officer or
his or her designee.  Bank may rely on
any telephone notice given by a person whom Bank believes is a Responsible
Officer or designee.  Bank shall credit
Advances to the Designated Deposit Account. 
Bank may make Advances under this Agreement based on instructions from a
Responsible Officer or his or her designee or without instructions if the
Advances are necessary to meet Obligations which have become due.


4              CREATION
OF SECURITY INTEREST


4.1          Grant
of Security Interest.  Borrower
hereby grants Bank, to secure the payment and performance in full of all of the
Obligations, a continuing security interest in, and pledges to Bank, the
Collateral, wherever located, whether now owned or hereafter acquired or
arising, and all proceeds and products thereof. 
Borrower represents, warrants, and covenants that the security interest
granted herein is and shall at all times continue to be a first priority
perfected security interest in the Collateral (subject only to Permitted Liens
that may have superior priority to Bank’s Lien under this Agreement).  If Borrower shall acquire a commercial tort
claim, Borrower shall promptly notify Bank in a writing signed by Borrower of
the general details thereof and grant to Bank in such writing a security
interest therein and in the proceeds thereof, all upon the terms of this
Agreement, with such writing to be in form and substance reasonably
satisfactory to Bank.


If
this Agreement is terminated, Bank’s Lien in the Collateral shall continue
until the Obligations (other than inchoate indemnity obligations) are repaid in
full in cash.  Upon payment in full in
cash of the Obligations and at such time as Bank’s
obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s
sole cost and expense, release its Liens in the Collateral and all rights
therein shall revert to Borrower.


4.2          Authorization
to File Financing Statements. 
Borrower hereby authorizes Bank to file financing statements, without
notice to Borrower, with all appropriate jurisdictions to perfect or protect
Bank’s interest or rights hereunder, including a notice that any disposition of
the Collateral, by either Borrower or any other Person, shall be deemed to
violate the rights of Bank under the Code.


5              REPRESENTATIONS
AND WARRANTIES


Borrower
represents and warrants as follows:


5.1          Due
Organization and Authorization. 
Borrower and each of its Subsidiaries are duly existing and in good
standing, as Registered Organizations in their respective jurisdictions of
formation and are qualified and licensed to do business and are in good
standing in any jurisdiction in which the conduct of their business or their
ownership of property requires that they be qualified except where the failure
to do so could not reasonably be expected to have a material adverse effect on
Borrower’s business.  In connection with
this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower (the “Perfection
Certificate”).  Borrower
represents and warrants to Bank that (a) Borrower’s exact legal name is that
indicated on the Perfection Certificate and on the signature page hereof;
(b) Borrower is an organization of the type and is organized in the
jurisdiction set forth in the Perfection Certificate; (c) the Perfection
Certificate accurately sets forth Borrower’s organizational identification
number or accurately states that Borrower has none; (d) the Perfection
Certificate accurately sets forth Borrower’s place of business, or, if more
than one, its chief executive office as well as Borrower’s mailing address (if
different than its chief executive office); (e) Borrower (and each of its
predecessors) has not, in the past five (5) years, changed its jurisdiction of
formation, organizational structure or type, or any organizational number
assigned by its jurisdiction; and (f) all other information set forth on the
Perfection Certificate pertaining to Borrower and each of its Subsidiaries is
accurate and complete in all material respects. 
If Borrower is not now a Registered Organization but later becomes one,
Borrower shall promptly notify Bank of such occurrence and provide Bank with
Borrower’s organizational identification number.



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The execution,
delivery and performance of the Loan Documents have been duly authorized, and
do not conflict with Borrower’s organizational documents, nor constitute an
event of default under any material agreement by which Borrower is bound.  Borrower is not in default under any
agreement to which it is a party or by which it is bound in which the default
could reasonably be expected to have a material adverse effect on Borrower’s
business.


5.2          Collateral.  Borrower has good title to, has rights in,
and the power to transfer each item of the Collateral upon which it purports to
grant a Lien hereunder, free and clear of any and all Liens except Permitted
Liens.  Borrower has no deposit accounts
other than the deposit accounts with Bank, the deposit accounts, if any,
described in the Perfection Certificate delivered to Bank in connection herewith,
or of which Borrower has given Bank notice and taken such actions as are
necessary to give Bank a perfected security interest therein.  The Accounts are bona fide, existing
obligations of the Account Debtors.


The Collateral
is not in the possession of any third party bailee (such as a warehouse) except
(x) as otherwise provided in the Perfection Certificate and (y) Equipment or
Inventory in the possession of third party carriers in the ordinary course of
business for delivery to Borrower or to customers of Borrower and its
Subsidiaries. None of the components of the Collateral shall be maintained at
locations other than as provided in the Perfection Certificate or as Borrower
has given Bank notice pursuant to Section 7.2. 
In the event that Borrower, after the date hereof, intends to store or otherwise
deliver any portion of the Collateral to a bailee, then Borrower will first
receive the written consent of Bank and such bailee must execute and deliver a
bailee agreement in form and substance satisfactory to Bank in its sole
discretion.


All Inventory
is in all material respects of good and marketable quality, free from material
defects.


Except as noted on
the Perfection Certificate, Borrower is not a party to, nor is bound by, any
material license or other agreement with respect to which Borrower is the
licensee that prohibits or otherwise restricts Borrower from granting a
security interest in Borrower’s interest in such license or agreement or any
other property.  Borrower shall provide
written notice to Bank within ten (10) days of entering or becoming bound by
any such license or agreement which is reasonably likely to have a material
impact on Borrower’s business or financial condition (other than
over-the-counter software that is commercially available to the public).  Borrower shall take such steps as Bank
requests to obtain the consent of, or waiver by, any person whose consent or
waiver is necessary for all such licenses or contract rights to be deemed “Collateral”
and for Bank to have a security interest in it that might otherwise be restricted
or prohibited by law or by the terms of any such license or agreement (such
consent or authorization may include a licensor’s agreement to a contingent
assignment of the license to Bank if Bank determines that is necessary in its
good faith judgment), whether now existing or entered into in the future.  Notwithstanding
the foregoing, the terms of the preceding sentence shall not apply to, and the
Collateral shall not include, license agreements solely for the use of
Intellectual Property of a third party, with respect to which license Borrower
is the licensee.


5.3          Accounts
Receivable.  For any Eligible Account in any Borrowing Base Certificate, all statements made and
all unpaid balances appearing in all invoices, instruments and other documents
evidencing such Eligible Accounts are and shall be true and correct and all
such invoices, instruments and other documents, and all of Borrower’s Books are
genuine and in all respects what they purport to be.  All sales and other transactions underlying
or giving rise to each Eligible Account shall comply in all material respects
with all applicable laws and governmental rules and regulations.  Borrower has no knowledge of any actual or
imminent Insolvency Proceeding of any Account Debtor whose accounts are an Eligible
Account in any Borrowing Base Certificate. 
To the best of Borrower’s knowledge, all signatures and endorsements on
all documents, instruments, and agreements relating to all Eligible Accounts
are genuine, and all such documents, instruments and agreements are legally
enforceable in accordance with their terms.


5.4          Litigation.  Except as disclosed in Borrower’s Report of
Form 10-K for the year ended December 31, 2005 and, assuming the Acquisition
Event occurs, in Xenogen’s Report of Form 10-K for the year ended December 31,
2005, there are no actions or proceedings pending or, to the knowledge of the
Responsible Officers, threatened in writing by or against Borrower or any of
its Subsidiaries involving more than One Million Dollars ($1,000,000.00).


5.5          No
Material Deviation in Financial Statements. 
All consolidated financial statements for Borrower and any of its
Subsidiaries delivered to Bank fairly present in all material respects Borrower’s
consolidated financial condition and Borrower’s consolidated results of
operations.  There has not been any
material



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deterioration
in Borrower’s consolidated financial condition since the date of the most
recent financial statements submitted to Bank.


5.6          Solvency.  The fair salable value of Borrower’s assets
(including goodwill minus disposition costs) exceeds the fair value of its
liabilities; Borrower is not left with unreasonably small capital after the
transactions in this Agreement; and Borrower is able to pay its debts
(including trade debts) as they mature.


5.7          Regulatory
Compliance.  Borrower is not an “investment
company” or a company “controlled” by an “investment company” under the
Investment Company Act.  Borrower is not
engaged as one of its important activities in extending credit for margin stock
(under Regulations T and U of the Federal Reserve Board of Governors).  Borrower has complied in all material
respects with the Federal Fair Labor Standards Act.  Borrower has not violated any laws,
ordinances or rules, the violation of which could reasonably be expected to
have a material adverse effect on its business. 
None of Borrower’s or any of its Subsidiaries’ properties or assets has
been used by Borrower or any Subsidiary or, to the best of Borrower’s
knowledge, by previous Persons, in disposing, producing, storing, treating, or
transporting any hazardous substance other than legally.  Borrower and each of its Subsidiaries have
obtained all consents, approvals and authorizations of, made all declarations
or filings with, and given all notices to, all government authorities that are
necessary to continue its business as currently conducted,  except for such consents, approvals,
authorizations, declarations and filings the failure to obtain or make would
not reasonably be expected to have a material adverse effect on Borrower’s
business or operations.


5.8          Subsidiaries;
Investments.  Borrower does not own
any stock, partnership interest or other equity securities except for Permitted
Investments.


5.9          Tax
Returns and Payments; Pension Contributions.  Borrower has timely filed all required tax
returns and reports, and Borrower and its Subsidiaries have timely paid all
foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower.  Borrower
may defer payment of any contested taxes, provided that Borrower (a) in good
faith contests its obligation to pay the taxes by appropriate proceedings
promptly and diligently instituted and conducted, (b) notifies Bank in writing
of the commencement of, and any material development in, the proceedings, (c)
posts bonds or takes any other steps required to prevent the governmental
authority levying such contested taxes from obtaining a Lien upon any of the
Collateral that is other than a “Permitted Lien”.  Borrower is unaware of any claims or
adjustments proposed for any of Borrower’s prior tax years which could result
in additional taxes becoming due and payable by Borrower in the aggregate in
excess of: (y)  Two Hundred Fifty
Thousand Dollars ($250,000.00) plus (z) the lesser of (i) Two Hundred Fifty
Thousand Dollars ($250,000.00) and (ii) the amount of additional taxes becoming
due and payable by Borrower in connection with the contested taxes set forth on
Schedule 5.9 attached hereto. Borrower has paid all amounts necessary to
fund all present pension, profit sharing and deferred compensation plans in
accordance with their terms, and Borrower has not withdrawn from participation
in, and has not permitted partial or complete termination of, or permitted the
occurrence of any other event with respect to, any such plan which could
reasonably be expected to result in any liability of Borrower, including any
liability to the Pension Benefit Guaranty Corporation or its successors or any
other governmental agency.


5.10        Use
of Proceeds.  Borrower shall use the
proceeds of the Credit Extensions solely as working capital and to fund its
general business requirements (including, without limitation, to pay amounts
owing to Bank under the Xenogen Credit Agreement following an Acquisition
Event) and as set forth on Schedule 5.10 attached hereto, and not for
personal, family, household or agricultural purposes.


5.11        Full
Disclosure.  No written
representation, warranty or other statement of Borrower in any certificate or
written statement given to Bank, as of the date such representations,
warranties, or other statements were made, taken together with all such written
certificates and written statements given to Bank, contains any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements contained in the certificates or statements not misleading
(it being recognized by Bank that the projections and forecasts provided by
Borrower in good faith and based upon reasonable assumptions are not viewed as
facts and that actual results during the period or periods covered by such
projections and forecasts may differ from the projected or forecasted results).


6              AFFIRMATIVE
COVENANTS


Borrower shall do
all of the following:



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6.1          Government
Compliance.  Maintain its and all its
Subsidiaries’ legal existence and good standing in their respective
jurisdictions of formation and maintain qualification in each jurisdiction in
which the failure to so maintain existence of a Subsidiary or to so qualify
would reasonably be expected to have a material adverse effect on Borrower’s
business or operations.  Borrower shall
comply, and have each Subsidiary comply, with all laws, ordinances and
regulations to which it is subject, the noncompliance with which could have a
material adverse effect on Borrower’s business.


6.2          Financial
Statements, Reports, Certificates.


(a)      Deliver to Bank:  (i) as soon as available, but no later than
forty-five (45) days after the last day of each quarter, a company prepared
consolidated balance sheet and income statement covering Caliper’s consolidated
(including each Borrower and any other Subsidiary of Caliper) operations during
the period certified by a Responsible Officer and in a form acceptable to Bank;
(ii) as soon as available, but no later than one hundred twenty (120) days
after the last day of Caliper’s fiscal year, Caliper’s audited consolidated
(including each Borrower and any other Subsidiary of Caliper) financial
statements prepared under GAAP, consistently applied, together with an
unqualified opinion on the financial statements from an independent certified
public accounting firm acceptable to Bank in its reasonable discretion;
(iii) within five (5) days of delivery, copies of all statements, reports
and notices made available to Borrower’s security holders or to any holders of
Subordinated Debt (iv) within five (5) days of filing, all reports on Form
10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a
link thereto on Caliper’s or another website on the Internet; (v) a prompt report
of any legal actions pending or threatened against Borrower or any of its
Subsidiaries that could result in damages or costs to Borrower or any of its
Subsidiaries of One Million Dollars ($1,000,000.00) or more; (vi) annually,
Caliper’s consolidated (including each Borrower and any other Subsidiary of
Caliper) annual operating budget, substantially as presented to the Board;
(vii) as soon as available, but no later than fifteen (15) days after the last
day of each month, a monthly cash report; and (viii) other
financial information reasonably requested by Bank.


(b)      Within thirty (30) days
after the last day of each month in which the Borrower’s Unrestricted Cash is
less than Twenty Million Dollars ($20,000,000.00), and Advances are outstanding
or an Advance request has been made, deliver to Bank a duly completed Borrowing
Base Certificate signed by a Responsible Officer, with aged listings of
accounts receivable (by invoice date).


(c)      Within forty-five (45) days
after the last day of each quarter, deliver to Bank with the quarterly
financial statements, a duly completed Compliance Certificate signed by a
Responsible Officer setting forth calculations showing compliance with the
financial covenants set forth in this Agreement.


(d)      Allow Bank to audit Borrower’s
Collateral at Borrower’s expense.  Such
audits shall be conducted no more often than once every twelve (12) months
unless a Default or an Event of Default has occurred and is continuing.


6.3          Inventory;
Returns.  Keep all Inventory in good
and marketable condition, free from material defects.  Returns and allowances between Borrower and
its Account Debtors shall follow Borrower’s customary practices.  Borrower must promptly notify Bank of all
returns, recoveries, disputes and claims that involve more than One Million
Dollars ($1,000,000).


6.4          Taxes; Pensions.  Make, and cause each of its Subsidiaries to
make, timely payment of all foreign, federal, state, and local taxes or
assessments (other than taxes and assessments which Borrower is contesting
pursuant to the terms of Section 5.9 hereof) and shall deliver to Bank, on
demand, appropriate certificates attesting to such payments, and pay all
amounts necessary to fund all present pension, profit sharing and deferred
compensation plans in accordance with their terms.


6.5          Insurance.  Keep its business and the Collateral insured
for risks and in amounts standard for companies in Borrower’s industry and
location and as Bank may reasonably request. 
Insurance policies shall be in a form, with companies having a minimum
AM Best rating of A-, and in amounts that are commercially reasonable.  All property policies shall have a lender’s
loss payable endorsement showing Bank as lender loss payee, and all liability
policies shall show, or have endorsements showing, Bank as an additional
insured.  All policies (or the loss
payable and additional insured endorsements) shall provide that the insurer
must give Bank at least thirty (30) days notice before canceling its policy.  At Bank’s request, Borrower shall deliver
certified copies of policies and evidence of all premium payments.  Proceeds payable under any policy shall, at
Bank’s option, be payable to Bank on account of the Obligations.  Notwithstanding the foregoing, (a) so long as
no Event of Default has occurred and



 9
 






 



is continuing,
Borrower shall have the option of applying the proceeds of any casualty policy
up to $250,000, in the aggregate, toward the replacement or repair of destroyed
or damaged property; provided that any such replaced or repaired property (i)
shall be of equal or like value as the replaced or repaired Collateral and
(ii) shall be deemed Collateral in which Bank has been granted a first
priority security interest, and (b) after the occurrence and during the
continuance of an Event of Default, all proceeds payable under such casualty
policy shall, at the option of Bank, be payable to Bank on account of the
Obligations.   If Borrower fails to obtain insurance as
required under this Section 6.5 or to pay any amount or furnish any
required proof of payment to third persons and Bank, Bank may make all or part
of such payment or obtain such insurance policies required in this Section 6.5,
and take any action under the policies Bank deems prudent.


6.6          Operating Accounts.


(a)      Maintain its and its
Subsidiaries’ depository, operating and securities accounts with Bank and Bank’s
affiliates, with the exception of up to thirty percent (30.0%) of all of
Borrower’s accounts required to be maintained in the ordinary course of
business outside of the U.S.  Any Guarantor shall maintain all
depository, operating and securities accounts with Bank, or SVB Securities.


(b)      Provide Bank five (5) days
prior written notice before establishing any Collateral Account at or with any
bank or financial institution other than Bank or its Affiliates.  In addition, for each Collateral Account that
Borrower at any time maintains, Borrower shall cause the applicable bank or
financial institution (other than Bank) at or with which any Collateral Account
is maintained to execute and deliver a Control Agreement or other appropriate
instrument with respect to such Collateral Account to perfect Bank’s Lien in
such Collateral Account in accordance with the terms hereunder.  The provisions of the previous sentence shall
not apply to deposit accounts exclusively used for payroll, payroll taxes and
other employee wage and benefit payments to or for the benefit of Borrower’s
employees and identified to Bank by Borrower as such.


6.7          Financial
Covenants.


Borrower
shall maintain at all times, to be tested as of the last day of each quarter:


(a)           
Adjusted Quick Ratio.  A ratio of
Quick Assets to Quick Liabilities of at least 1.25 to 1.0; and


(b)           Minimum
EBITDA-Cap Ex.  Borrower’s EBITDA
minus its capital expenditures, (“EBITDA-Cap Ex”) for the two (2) quarter
period ending with each quarter, shall be in an amount equal to: (i) losses not
greater than (x) Seven Million Dollars ($7,000,000.00) for the quarter ending
September 30, 2006; (y) Six Million Dollars ($6,000,000.00) for the quarters
ending December 31, 2006, March 31, 2007, and June 30, 2007; and (z) Three
Million Dollars ($3,000,000.00) for the quarter ending September 30, 2007; and
(ii) at least Zero Dollars ($0.00) for the quarter ending December 31, 2007,
and as of the last day of each quarter thereafter.


6.8          Litigation
Cooperation.  From the date hereof
and continuing through the termination of this Agreement, make available to
Bank, without expense to Bank, Borrower and its officers, employees and agents
and Borrower’s books and records, to the extent that Bank may deem them
reasonably necessary to prosecute or defend any third-party suit or proceeding
instituted by or against Bank with respect to any Collateral or relating to
Borrower.


6.9          Co-Borrower.
Within fifteen (15) days after the occurrence of the Acquisition Event,
Borrower shall cause XBC and Caliper Holdings, Inc. (successor by merger of
Xenogen) (“Holdings”) to become a co-borrowers under this Agreement, pursuant
to documentation acceptable to Bank in Bank’s sole discretion. In connection
therewith, Borrower shall provide Bank with authority documents acceptable to
Bank, including, without limitation, an authority/enforceability opinion from
XBC and Holdings’ counsel, a certificate from the Ohio Secretary of State
certifying that XBC is a validly existing Ohio corporation, and is in good
standing in the State of Ohio, and a certificate from the Delaware Secretary of
State certifying that Holdings is a validly existing Delaware corporation, and
is in good standing in the State of Delaware.


6.10        Further
Assurances.  Borrower shall execute
any further instruments and take further action as Bank reasonably requests to
perfect or continue Bank’s Lien in the Collateral or to effect the purposes of
this Agreement.



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7              NEGATIVE
COVENANTS


Borrower shall not
do any of the following without Bank’s prior written consent, which shall not
be unreasonably withheld or delayed:


7.1          Dispositions.  Convey, sell, lease, transfer or otherwise
dispose of (collectively, “Transfer”), or
permit any of its Subsidiaries to Transfer, all or any part of its business or
property, except for Transfers (a) of Inventory in the ordinary course of
business; (b) of worn-out or obsolete Equipment; (c) Equipment and
Intellectual Property no longer necessary or useful in the conduct of Borrower’s
business, up to a maximum aggregate amount of One Million Dollars
($1,000,000.00) per annum; (d) in connection with Permitted Liens and Permitted
Investments; (e) of licenses for the use of the property of Borrower or
its Subsidiaries in the ordinary course of business; and (f) cross-licenses
entered into in the settlement of litigation or threatened or potential
litigation and consistent with Borrower’s past practices.


7.2          Changes in Business,
Management, Ownership, or Business Locations.  (a) Engage in or permit any of its
Subsidiaries to engage in any business other than the businesses currently
engaged in by Borrower and such Subsidiary, as applicable, or reasonably
related thereto; (b) liquidate or dissolve; or (c) enter into any transaction
or series of related transactions in which the stockholders of Borrower
immediately prior to the first such transaction own less than 51% of the voting
stock of Borrower immediately after giving effect to such transaction or
related series of such transactions (other than by the sale of Borrower’s
equity securities in a public offering or to venture capital investors so long
as Borrower identifies to Bank the venture capital investors prior to the
closing of the transaction).  Borrower
shall not, without at least ten (10) days prior written notice to Bank:
(1) add any new offices or business locations at which any material amount
of Inventory or Equipment will be located, (2) change its jurisdiction of
organization, (3) change its organizational structure or type, (4) change
its legal name, or (5) change any organizational number (if any) assigned
by its jurisdiction of organization.


7.3          Mergers
or Acquisitions.  Without Bank’s
prior written consent, which shall not be unreasonably withheld, merge or consolidate,
or permit any of its Subsidiaries to merge or consolidate, with any other
Person, or acquire, or permit any of its Subsidiaries to acquire, all or
substantially all of the capital stock or property of another Person, except
(i) the acquisition of Xenogen pursuant to the Caliper/Xenogen Merger
Agreement, (ii) where (A) the aggregate purchase price or other consideration
for such transactions does not exceed $5,000,000.00, in the case of a cash
transaction or $15,000,000.00 in the case of a stock transaction, (B) no Event
of Default has occurred and is continuing or would result from the consummation
of such transaction during the term of this Agreement, and (C) Borrower is the
surviving entity after such transaction or is the parent company of the
surviving entity after such transaction, and (iii) a Subsidiary may merge or
consolidate into another Subsidiary or into Borrower


7.4          Indebtedness.  Create, incur, assume, or be liable for any
Indebtedness, or permit any Subsidiary to do so, other than Permitted
Indebtedness.


7.5          Encumbrance.  Create, incur, or allow any Lien on any of
its property, or assign or convey any right to receive income, including the
sale of any Accounts, or permit any of its Subsidiaries to do so, except for
Permitted Liens, or permit any Collateral not to be subject to the first
priority security interest granted herein, or enter into any agreement,
document, instrument or other arrangement (except with or in favor of Bank)
with any Person which directly or indirectly prohibits or has the effect of
prohibiting Borrower from assigning, mortgaging, pledging, granting a security
interest in or upon, or encumbering any of Borrower’s intellectual property,
except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted
Lien” herein.


7.6          Maintenance
of Collateral Accounts.  Maintain any
Collateral Account except pursuant to the terms of Section 6.6.(b) hereof.


7.7          Distributions; Investments. 
(a) Directly or indirectly make any Investment other than Permitted Investments,
or permit any of its Subsidiaries to do so; or (b) pay any dividends or make
any distribution or payment or redeem, retire or purchase any capital stock,
other than any Investments or redemptions, retirements or purchases of capital
stock that in the aggregate exceed One Million Dollars ($1,000,000.00) during
any period of twelve (12) consecutive months.


7.8          Transactions
with Affiliates.  Directly or
indirectly enter into or permit to exist any material transaction with any
Affiliate of Borrower, except for transactions that are in the ordinary course
of Borrower’s



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business, upon
fair and reasonable terms that are no less favorable to Borrower than would be
obtained in an arm’s length transaction with a non-affiliated Person.


7.9          Subordinated
Debt.  (a) Make or permit any payment
on any Subordinated Debt, except under the terms of the subordination,
intercreditor, or other similar agreement to which such Subordinated Debt is
subject, or (b) amend any provision in any document relating to the Subordinated
Debt which would increase the amount thereof or adversely affect the
subordination thereof to Obligations owed to Bank.


7.10        Compliance.  Become an “investment company” or a company
controlled by an “investment company”, under the Investment Company Act of 1940
or undertake as one of its important activities extending credit to purchase or
carry margin stock (as defined in Regulation U of the Board of Governors of the
Federal Reserve System), or use the proceeds of any Credit Extension for that
purpose; fail to meet the minimum funding requirements of ERISA, permit a
Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail
to comply with the Federal Fair Labor Standards Act or violate any other law or
regulation, if the violation could reasonably be expected to have a material
adverse effect on Borrower’s business, or permit any of its Subsidiaries to do
so; withdraw or permit any Subsidiary to withdraw from participation in, permit
partial or complete termination of, or permit the occurrence of any other event
with respect to, any present pension, profit sharing and deferred compensation
plan which could reasonably be expected to result in any liability of Borrower,
including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other governmental agency.


8              EVENTS
OF DEFAULT


Any one of the
following shall constitute an event of default (an “Event of Default”) under this Agreement:


8.1          Payment
Default.  Borrower fails to
(a) make any payment of principal or interest on any Credit Extension on
its due date, or (b) pay any other Obligations within three (3) Business
Days after such Obligations are due and payable (which three day grace period
will not apply to payments due on the Maturity Date).  During the cure period, the failure to cure
the payment default is not an Event of Default (but no Credit Extension will be
made during the cure period);


8.2          Covenant
Default.


(a) Borrower fails
or neglects to perform any obligation in Sections 6.2, 6.6, 6.7 or violates any
covenant in Section 7; or


(b) Borrower
fails or neglects to perform, keep, or observe any other term, provision,
condition, covenant or agreement contained in this Agreement, any Loan
Documents, and as to any default (other than those specified in this Section 8)
under such other term, provision, condition, covenant or agreement that can be
cured, has failed to cure the default within ten (10) days after the occurrence
thereof; provided, however, that if the default cannot by its nature be cured within
the ten (10) day period or cannot after diligent attempts by Borrower be cured
within such ten (10) day period, and such default is likely to be cured within
a reasonable time, then Borrower shall have an additional period (which shall
not in any case exceed thirty (30) days) to attempt to cure such default, and
within such reasonable time period the failure to cure the default shall not be
deemed an Event of Default (but no Credit Extensions shall be made during such
cure period).  Grace periods provided
under this section shall not apply, among other things, to financial covenants
or any other covenants set forth in subsection (a) above;


8.3          Material
Adverse Change.  A Material Adverse
Change occurs;


8.4          Attachment.  (a) Any material portion of Borrower’s assets
is attached, seized, levied on, or comes into possession of a trustee or
receiver and the attachment, seizure or levy is not removed in ten (10) days;
(b) the service of process upon Bank ( or Bank’s Affiliate) seeking to
attach, by trustee or similar process, any funds of, or of any entity under
control of Borrower (including a Subsidiary) on deposit with the Bank; (c)
Borrower is enjoined, restrained, or prevented by court order from conducting a
material part of its business; (d) a judgment or other claim in excess of One
Million Dollars ($1,000,000.00) becomes a Lien on any of Borrower’s assets; or
(e) a notice of lien, levy, or assessment is filed against any of Borrower’s
assets by any government agency and not paid within ten (10) days after
Borrower receives notice.  These are not
Events of Default if stayed or if a bond is posted pending contest by Borrower
(but no Credit Extensions shall be made during the cure period);



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8.5          Insolvency (a)
Borrower is unable to pay its debts (including trade debts) as they become due
or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding;
or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or
stayed within forty-five (45) days (but no Credit Extensions shall be made
while of any of the conditions described in clause (a) exist and/or until any
Insolvency Proceeding is dismissed);


8.6          Other Agreements.  There is a default in any agreement to which
Borrower or any Guarantor is a party with a third party or parties resulting in
a right by such third party or parties, whether or not exercised, which results
in the acceleration of the maturity of any Indebtedness in an amount in excess
of One Million Dollars ($1,000,000.00) or that could have a material adverse
effect on Borrower’s business;


8.7          Judgments.  A judgment or judgments for the payment of
money in an amount, individually or in the aggregate, of at least One Million
Dollars ($1,000,000.00) (not covered by independent third-party insurance)
shall be rendered against Borrower and shall remain unsatisfied and unstayed
for a period of thirty (30) days after the entry thereof (provided that no
Credit Extensions will be made prior to the satisfaction or stay of such
judgment);


8.8          Misrepresentations.  Borrower or any Person acting for Borrower
makes any representation, warranty, or other statement now or later in this
Agreement, any Loan Document or in any writing delivered to Bank or to induce
Bank to enter this Agreement or any Loan Document, and such representation,
warranty, or other statement is incorrect in any material respect when made;


8.9          Subordinated Debt.  A default or breach occurs under any
agreement between Borrower and any creditor of Borrower that signed a
subordination, intercreditor, or other similar agreement with Bank, or any
creditor that has signed such an agreement with Bank breaches any terms of such
agreement.


9              BANK’S RIGHTS AND
REMEDIES


9.1          Rights and Remedies.  While an Event of Default occurs and
continues Bank may, without notice or demand, do any or all of the following:


(a)      declare
all Obligations immediately due and payable (but if an Event of Default
described in Section 8.5 occurs all Obligations are immediately due and payable
without any action by Bank);


(b)      stop
advancing money or extending credit for Borrower’s benefit under this Agreement
or under any other agreement between Borrower and Bank;


(c)      demand
that Borrower (i) deposits cash with Bank in an amount equal to the aggregate
amount of any Letters of Credit remaining undrawn, as collateral security for
the repayment of any future drawings under such Letters of Credit, and Borrower
shall forthwith deposit and pay such amounts, and (ii) pay in advance all Letter
of Credit fees scheduled to be paid or payable over the remaining term of any
Letters of Credit;


(d)      settle
or adjust disputes and claims directly with Account Debtors for amounts on
terms and in any order that Bank considers advisable, notify any Person owing
Borrower money of Bank’s security interest in such funds, and verify the amount
of such account;


(e)      make
any payments and do any acts it considers necessary or reasonable to protect
the Collateral and/or its security interest in the Collateral.  Borrower shall assemble the Collateral if
Bank requests and make it available as Bank designates.  Bank may enter premises where the Collateral
is located, take and maintain possession of any part of the Collateral, and pay,
purchase, contest, or compromise any Lien which appears to be prior or superior
to its security interest and pay all expenses incurred. Borrower grants Bank a
license to enter and occupy any of its premises, without charge, to exercise
any of Bank’s rights or remedies;


(f)       apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii)
any amount held by Bank owing to or for the credit or the account of Borrower;


(g)      ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise
for sale, and sell the Collateral.  Bank
is hereby granted a non-exclusive, royalty-free license or other right to use,
without charge, Borrower’s labels, patents, copyrights, mask works, rights of
use of any name, trade secrets, trade names,



 13
 






 



trademarks,
service marks, and advertising matter, or any similar property as it pertains
to the Collateral, in completing production of, advertising for sale, and
selling any Collateral and, in connection with Bank’s exercise of its rights
under this Section, Borrower’s rights under all licenses and all franchise
agreements inure to Bank’s benefit;


(h)      place
a “hold” on any account maintained with Bank and/or deliver a notice of
exclusive control, any entitlement order, or other directions or instructions
pursuant to any Control Agreement or similar agreements providing control of
any Collateral;


(i)       demand
and receive possession of Borrower’s Books; and


(j)       exercise
all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of
the Collateral pursuant to the terms thereof).


9.2          Power of Attorney.  Borrower hereby irrevocably appoints Bank as
its lawful attorney-in-fact, exercisable upon the occurrence and during the
continuance of an Event of Default, to: 
(a) endorse Borrower’s name on any checks or other forms of payment or
security; (b) sign Borrower’s name on any invoice or bill of lading for any
Account or drafts against Account Debtors; (c) settle and adjust disputes and
claims about the Accounts directly with Account Debtors, for amounts and on
terms Bank determines reasonable; (d) make, settle, and adjust all claims under
Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge,
encumbrance, security interest, and adverse claim in or to the Collateral, or
any judgment based thereon, or otherwise take any action to terminate or
discharge the same; and (f) transfer the Collateral into the name of Bank or a
third party as the Code permits. 
Borrower hereby appoints Bank as its lawful attorney-in-fact to sign
Borrower’s name on any documents necessary to perfect or continue the
perfection of Bank’s security interest in the Collateral regardless of whether
an Event of Default has occurred until all Obligations have been satisfied in
full and Bank is under no further obligation to make Credit Extensions
hereunder.  Bank’s foregoing appointment
as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled
with an interest, are irrevocable until all Obligations have been fully repaid
and performed and Bank’s obligation to provide Credit Extensions terminates.


9.3          Accounts Verification;
Collection.  In the event that an
Event of Default has occurred and is continuing, Bank may notify any Person
owing Borrower money of Bank’s security interest in such funds and verify the
amount of such account.  After the
occurrence of an Event of Default, any amounts received by Borrower shall be
held in trust by Borrower for Bank, and, if requested by Bank, Borrower shall
immediately deliver such receipts to Bank in the form received from the Account
Debtor, with proper endorsements for deposit.


9.4          Protective Payments.  If Borrower fails to obtain the insurance
called for by Section 6.5 or fails to pay any premium thereon or fails to pay
any other amount which Borrower is obligated to pay under this Agreement or any
other Loan Document, Bank may obtain such insurance or make such payment, and
all amounts so paid by Bank are Bank Expenses and immediately due and payable,
bearing interest at the then highest applicable rate, and secured by the
Collateral.  Bank will make reasonable
efforts to provide Borrower with notice of Bank obtaining such insurance at the
time it is obtained or within a reasonable time thereafter.  No payments by Bank are deemed an agreement
to make similar payments in the future or Bank’s waiver of any Event of
Default.


9.5          Application of Payments
and Proceeds.  Unless an Event of
Default has occurred and is continuing, Bank shall apply any funds in its
possession, whether from Borrower account balances, payments, or proceeds
realized as the result of any collection of Accounts or other disposition of
the Collateral, first, to Bank Expenses, including without limitation, the
reasonable costs, expenses, liabilities, obligations and attorneys’ fees
incurred by Bank in the exercise of its rights under this Agreement; second, to
the interest due upon any of the Obligations; and third, to the principal of
the Obligations and any applicable fees and other charges, in such order as
Bank shall determine in its sole discretion. 
Any surplus shall be paid to Borrower or other Persons legally entitled
thereto; Borrower shall remain liable to Bank for any deficiency.  If an Event of Default has occurred and is
continuing, Bank may apply any funds in its possession, whether from Borrower
account balances, payments, proceeds realized as the result of any collection
of Accounts or other disposition of the Collateral, or otherwise, to the
Obligations in such order as Bank shall determine in its sole discretion.  Any surplus shall be paid to Borrower or
other Persons legally entitled thereto; Borrower shall remain liable to Bank
for any deficiency.  If Bank, in its good
faith business judgment, directly or indirectly enters into a deferred payment
or other credit transaction with any purchaser at any sale of Collateral, Bank
shall have the option, exercisable at any time, of either reducing the



 14
 






 



Obligations by the principal amount of the purchase price or deferring
the reduction of the Obligations until the actual receipt by Bank of cash
therefor.


9.6          Bank’s Liability for
Collateral.  So long as Bank complies
with reasonable banking practices regarding the safekeeping of the Collateral
in the possession or under the control of Bank, Bank shall not be liable or
responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage
to the Collateral; (c) any diminution in the value of the Collateral; or (d)
any act or default of any carrier, warehouseman, bailee, or other Person.  Borrower bears all risk of loss, damage or
destruction of the Collateral.


9.7          No Waiver; Remedies
Cumulative.  Bank’s failure, at any
time or times, to require strict performance by Borrower of any provision of
this Agreement or any other Loan Document shall not waive, affect, or diminish
any right of Bank thereafter to demand strict performance and compliance
herewith or therewith.  No waiver
hereunder shall be effective unless signed by Bank and then is only effective
for the specific instance and purpose for which it is given.  Bank’s rights and remedies under this
Agreement and the other Loan Documents are cumulative.  Bank has all rights and remedies provided
under the Code, by law, or in equity. 
Bank’s exercise of one right or remedy is not an election, and Bank’s
waiver of any Event of Default is not a continuing waiver.  Bank’s delay in exercising any remedy is not
a waiver, election, or acquiescence.


9.8          Demand Waiver.  Borrower waives demand, notice of default or
dishonor, notice of payment and nonpayment, notice of any default, nonpayment
at maturity, release, compromise, settlement, extension, or renewal of
accounts, documents, instruments, chattel paper, and guarantees held by Bank on
which Borrower is liable.


10           NOTICES


All notices, consents,
requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this
Agreement or any other Loan Document must be in writing and shall be deemed to
have been validly served, given, or delivered: (a) upon the earlier of actual receipt
and three (3) Business Days after deposit in the U.S. mail, first class,
registered or certified mail return receipt requested, with proper postage
prepaid; (b) upon transmission, when sent by electronic mail or facsimile
transmission; (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid; or (d) when delivered, if hand-delivered by
messenger, all of which shall be addressed to the party to be notified and sent
to the address, facsimile number, or email address indicated below.  Bank or Borrower may change its address or
facsimile number by giving the other party written notice thereof in accordance
with the terms of this Section 10.


	
  If to Borrower:

  	
  Caliper Life Sciences, Inc.

  	
   

  
	
   

  	
  68 Elm Street

  	
   

  
	
   

  	
  Hopkinton, Massachusetts 01748

  	
   

  
	
   

  	
  Attn: Thomas Higgins, Chief Financial Officer

  	
   

  
	
   

  	
  Fax: (508) 497-2726

  	
   

  
	
   

  	
  Email:  Thomas.Higgins@caliperls.com

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
  Caliper Life Sciences, Inc.

  	
   

  
	
   

  	
  650 Fairchild Drive

  	
   

  
	
   

  	
  Mountain View, CA 94043-2234

  	
   

  
	
   

  	
  Attn: Steve Creager, General Counsel

  	
   

  
	
   

  	
  Fax: (650) 623-0505

  	
   

  
	
   

  	
  Email: Stephen.Creager@caliperls.com

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Bank:

  	
  Silicon Valley Bank

  	
   

  
	
   

  	
  One Newton Executive Park, Suite 200

  	
   

  
	
   

  	
  2221 Washington Street

  	
   

  
	
   

  	
  Newton, Massachusetts 02462

  	
   

  
	
   

  	
  Attn:  Mr. Tom Davies

  	
   

  
	
   

  	
  Fax:  (617) 939-5973

  	
   

  
	
   

  	
  Email: tdavies@svb.com

  	
   

  



 



 15
 






 



 


	
  with a copy to:

  	
  Riemer & Braunstein LLP

  	
   

  
	
   

  	
  Three Center Plaza

  	
   

  
	
   

  	
  Boston, Massachusetts 02108

  	
   

  
	
   

  	
  Attn: David A. Ephraim, Esquire

  	
   

  
	
   

  	
  Fax: (617) 880-3456

  	
   

  
	
   

  	
  Email: DEphraim@riemerlaw.com

  	
   

  



 


11           CHOICE OF LAW, VENUE
AND JURY TRIAL WAIVER AND JUDICIAL REFERENCE


Massachusetts law governs the Loan Documents (other
than the Securities Account Control Agreements dated as of the Effective Date
executed by, among others, Bank and each Borrower) without regard to principles
of conflicts of law.  Borrower and Bank
each submit to the exclusive jurisdiction of the State and Federal courts in
Massachusetts; provided, however, that if for any reason Bank cannot avail
itself of such courts in the Commonwealth of Massachusetts, Borrower accepts
jurisdiction of the courts and venue in Santa Clara County, California.  NOTWITHSTANDING THE FOREGOING, BANK SHALL
HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY
IN THE COURTS OF ANY OTHER JURISDICTION WHICH BANK DEEMS NECESSARY OR
APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE BANK’S
RIGHTS AGAINST BORROWER OR ITS PROPERTY.


TO THE EXTENT PERMITTED BY APPLICABLE
LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS
OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND
ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO
ENTER INTO THIS AGREEMENT.  EACH PARTY
HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


12           GENERAL
PROVISIONS


12.1        Successors
and Assigns.  This Agreement binds
and is for the benefit of the successors and permitted assigns of each
party.  Borrower may not assign this
Agreement or any rights or obligations under it without Bank’s prior written
consent (which may be granted or withheld in Bank’s discretion).  Bank has the right, without the consent of or
notice to Borrower, to sell, transfer, negotiate, or grant participation in all
or any part of, or any interest in, Bank’s obligations, rights, and benefits
under this Agreement and the other Loan Documents.


12.2        Indemnification.  Borrower agrees to indemnify, defend and hold
Bank and its directors, officers, employees, agents, attorneys, or any other
Person affiliated with or representing Bank harmless against:  (a) all obligations, demands, claims,
and liabilities (collectively, “Claims”) asserted by any other party in
connection with the transactions contemplated by the Loan Documents; and (b)
all losses or Bank Expenses incurred, or paid by Bank from, following, or
arising from transactions between Bank and Borrower (including reasonable
attorneys’ fees and expenses), except for Claims and/or losses directly caused
by Bank’s gross negligence or willful misconduct.


12.3        Limitation
of Actions.  Any
claim or cause of action by Borrower against Bank, its directors, officers,
employees, agents, accountants, attorneys, or any other Person affiliated with
or representing Bank based upon, arising from, or relating to this Loan
Agreement or any other Loan Document, or any other transaction contemplated
hereby or thereby or relating hereto or thereto, or any other matter, cause or
thing whatsoever, occurred, done, omitted or suffered to be done by Bank, its
directors, officers, employees, agents, accountants or attorneys, shall be
barred unless asserted by Borrower by the commencement of an action or
proceeding in a court of competent jurisdiction by (a) the filing of a
complaint within one year from the earlier of (i) the date any of Borrower’s
officer or directors had knowledge of the first act, the occurrence or omission
upon which such claim or cause of action, or any part thereof, is based, or
(ii) the date this Agreement is terminated, and (b) the service of a summons
and complaint on an officer of Bank, or on any other person authorized to
accept service on behalf of Bank, within thirty (30) days thereafter.  Borrower agrees that such one-year period is
a reasonable and sufficient time for Borrower to investigate and act upon any
such claim or cause of action.  The
one-year period provided herein shall not be waived, tolled, or extended except
by the written consent of Bank in its sole discretion.  This provision shall survive any termination
of this Loan Agreement or any other Loan Document.



 16
 






 



12.4        Time
of Essence.  Time is of the essence
for the performance of all Obligations in this Agreement.


12.5        Severability
of Provisions.  Each provision of
this Agreement is severable from every other provision in determining the
enforceability of any provision.


12.6        Amendments
in Writing; Integration.  All
amendments to this Agreement must be in writing signed by both Bank and
Borrower.  This Agreement and the Loan
Documents represent the entire agreement about this subject matter and
supersede prior negotiations or agreements. 
All prior agreements, understandings, representations, warranties, and
negotiations between the parties about the subject matter of this Agreement and
the Loan Documents merge into this Agreement and the Loan Documents.


12.7        Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of
which, when executed and delivered, are an original, and all taken together,
constitute one Agreement.


12.8        Survival.  All covenants, representations and warranties
made in this Agreement continue in full force until this Agreement has
terminated pursuant to its terms and all Obligations (other than inchoate
indemnity obligations and any other obligations which, by their terms, are to
survive the termination of this Agreement) have been satisfied.  The obligation of Borrower in Section 12.2 to
indemnify Bank shall survive until the statute of limitations with respect to
such claim or cause of action shall have run.


12.9        Confidentiality.  In handling any confidential information,
Bank shall exercise the same degree of care that it exercises for its own
proprietary information, but disclosure of information may be made: (a) to Bank’s
Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any
interest in the Credit Extensions (provided, however, Bank shall use
commercially reasonable efforts to obtain such prospective transferee’s or
purchaser’s agreement to the terms of this provision); (c) as required by
law, regulation, subpoena, or other order; (d) to Bank’s regulators or as
otherwise required in connection with Bank’s examination or audit; and (e) as
Bank considers appropriate in exercising remedies under this Agreement.  Confidential information does not include
information that either: (i) is in the public domain or in Bank’s possession
when disclosed to Bank, or becomes part of the public domain after disclosure
to Bank; or (ii) is disclosed to Bank by a third party, if Bank does not know
that the third party is prohibited from disclosing the information.


12.10      Right of Set Off.   Borrower hereby grants to Bank, a lien,
security interest and right of set off as security for all Obligations to Bank,
whether now existing or hereafter arising upon and against all deposits,
credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of Bank or any entity under the control of Bank
(including a Bank subsidiary) or in transit to any of them.  At any time after the occurrence and during
the continuance of an Event of Default, without demand or notice, Bank may set
off the same or any part thereof and apply the same to any liability or
obligation of Borrower even though unmatured and regardless of the adequacy of
any other collateral securing the Obligations. 
ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


12.11      Borrower Liability.  As detailed in Article 1, each Borrower has appointed
Caliper as Agent for each Borrower for all purposes hereunder, including with
respect to requesting Credit Extensions hereunder.  Each Borrower hereunder shall be obligated to
repay all Credit Extensions made hereunder, regardless of which Borrower
actually receives said Credit Extension, as if each Borrower hereunder directly
received all Credit Extensions.  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 this Agreement or other related
document, 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 this 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 this Agreement or otherwise and all rights that it might have to benefit
from, or to



 17
 






 



participate in, any security
for the Obligations as a result of any payment made by Borrower with respect to
the Obligations in connection with this 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.


13           DEFINITIONS


13.1        Definitions.  As used in this Agreement, the following
terms have the following meanings:


“Account” is any “account” as defined in the
Code with such additions to such term as may hereafter be made, and includes,
without limitation, all accounts receivable and other sums owing to Borrower.


“Account Debtor” is any “account debtor” as
defined in the Code with such additions to such term as may hereafter be made.


“Advance” or “Advances” means an advance (or advances) under the Revolving
Line.


“Affiliate” of any Person is a Person that
owns or controls directly or indirectly the Person, any Person that controls or
is controlled by or is under common control with the Person, and each of that
Person’s senior executive officers, directors, partners and, for any Person
that is a limited liability company, that Person’s managers and members.


“Agent” is defined in Section 1.2(a).


“Agreement” is defined in the preamble
hereof.


“Acquisition Event” is the consummation of
the acquisition of Xenogen Corporation by the Borrower.


“Availability Amount” is (a) (1) if the
Borrower’s Unrestricted Cash is greater than or equal to Twenty Million Dollars
($20,000,000.00) or (2) with respect to the Initial Advance, (i) the Revolving
Line, minus (ii) the amount of all outstanding Letters of Credit (including
drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of
Credit Reserves, and minus (iii) the outstanding principal balance of any
Advances; or (b) if Borrower’s Unrestricted Cash is less than Twenty Million
Dollars ($20,000,000.00)(except with respect to the Initial Advance) (i) the
lesser of (x) the Revolving Line or (y) the Borrowing Base, minus (ii) the
amount of all outstanding Letters of Credit (including drawn but unreimbursed
Letters of Credit) plus an amount equal to the Letter of Credit Reserves, and
minus (iii) the outstanding principal balance of any Advances.


“Bank” is defined in the preamble hereof.


“Bank Expenses” are all audit fees and
expenses, costs, and expenses (including reasonable attorneys’ fees and
expenses) for preparing, negotiating, administering, defending and enforcing
the Loan Documents (including, without limitation, those incurred in connection
with appeals or Insolvency Proceedings) or otherwise incurred with respect to
Borrower.


“Board” is Borrower’s Board of Directors.


“Borrower” is defined in the preamble
hereof.


“Borrower’s Books” are all Borrower’s books
and records including ledgers, federal and state tax returns, records regarding
Borrower’s assets or liabilities, the Collateral, business operations or
financial condition, and all computer programs or storage or any equipment
containing such information.


“Borrowing Base” is (a) eighty percent (80.0%) of Eligible Accounts based upon a
Borrowing Base Certificate delivered to, and acceptable to Bank, plus (b) the
lesser of ninety percent (90.0%) of Borrower’s Unrestricted Cash or Ten Million
Dollars ($10,000,000.00), as determined by Bank from Borrower’s most recent
Borrowing Base Certificate; provided, however, that, Bank may decrease the
foregoing percentages in its good faith business judgment, after an audit of
Borrower’s Accounts, based on events, conditions, contingencies, or risks
which, as determined by Bank, may adversely affect Collateral.



 18
 






 



“Borrowing Base Certificate” is that certain
certificate in the form attached hereto as Exhibit C.


“Borrowing Resolutions” are, with respect to
any Person, those resolutions adopted by such Person’s Board of Directors and
delivered by such Person to Bank approving the Loan Documents to which such
Person is a party and the transactions contemplated thereby, together with a
certificate executed by its secretary on behalf of such Person certifying that
(a) such Person has the authority to execute, deliver, and perform its
obligations under each of the Loan Documents to which it is a party,
(b) that attached as Exhibit A to such certificate is a true, correct, and
complete copy of the resolutions then in full force and effect authorizing and
ratifying the execution, delivery, and performance by such Person of the Loan
Documents to which it is a party, (c) the name(s) of the Person(s) authorized
to execute the Loan Documents on behalf of such Person, together with a sample
of the true signature(s) of such Person(s), and (d) that Bank may
conclusively rely on such certificate unless and until such Person shall have
delivered to Bank a further certificate canceling or amending such prior
certificate.


“Business Day” is any day that is not a
Saturday, Sunday or a day on which Bank is closed.


“Caliper” is defined in the preamble hereof.


“Caliper/Xenogen Merger Agreement” is
defined in Section 2.4(a).


“Cash Equivalents and Marketable Securities”
means (a) marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof having
maturities of not more than one (1) year from the date of acquisition;
(b) commercial paper maturing no more than one (1) year after its creation
and having the highest rating from either Standard & Poor’s Ratings Group
or Moody’s Investors Service, Inc., (c) Bank’s certificates of deposit issued
maturing no more than one (1) year after issue, and (d) any marketable
securities owned and held by Capiler in compliance with Caliper’s approved
investment guidelines as of the Effective Date (a copy of which has been
delivered to Bank).


“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the Commonwealth of Massachusetts; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the Commonwealth of Massachusetts, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.


“Collateral” is any and all properties,
rights and assets of Borrower described on Exhibit A.


“Collateral Account” is any Deposit Account,
Securities Account, or Commodity Account.


 “Commodity
Account” is any “commodity account” as defined in the Code with such
additions to such term as may hereafter be made.


“Communication” is defined in Section 10.


“Compliance Certificate” is that certain
certificate in the form attached hereto as Exhibit D.


“Contingent Obligation” is, for any Person,
any direct or indirect liability, contingent or not, of that Person for (a) any
indebtedness, lease, dividend, letter of credit or other obligation of another
such as an obligation directly or indirectly guaranteed, endorsed, co-made,
discounted or sold with recourse by that Person, or for which that Person is
directly or indirectly liable; (b) any obligations for undrawn letters of
credit for the account of that Person; and (c) all obligations from any
interest rate, currency or commodity swap agreement, interest rate cap or
collar agreement, or other agreement or arrangement designated to protect a
Person against fluctuation in interest rates, currency exchange rates or
commodity prices; but “Contingent Obligation” does not include endorsements in
the ordinary course of business.  The
amount of a Contingent Obligation is the stated or determined amount of the
primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by
the Person in good faith; but the amount may not exceed the maximum of the
obligations under any guarantee or other support arrangement.



 19
 






 



“Control Agreement” is any control agreement
entered into among the depository institution at which Borrower maintains a
Deposit Account or the securities intermediary or commodity intermediary at
which Borrower maintains a Securities Account or a Commodity account, Borrower,
and Bank pursuant to which Bank obtains control (within the meaning of the
Code) over such Deposit Account, Securities Account, or Commodity Account.


“Credit Extension” is any Advance, Letter of
Credit, or any other extension of credit by Bank for Borrower’s benefit.


 “Current
Liabilities” are all obligations and liabilities of Borrower to
Bank, plus, without duplication, the aggregate amount of Borrower’s Total
Liabilities that mature within one (1) year.


“Default” means any event which with notice
or passage of time or both, would constitute an Event of Default.


“Default Rate” is defined in Section 2.3(b).


“Deferred Revenue” is all amounts received
or invoiced in advance of performance under contracts and not yet recognized as
revenue.


“Deposit Account” is any “deposit account”
as defined in the Code with such additions to such term as may hereafter be
made.


“Designated Deposit Account” is Borrower’s
deposit account, account number                        ,
maintained with Bank.


“Dollars,” “dollars”
and “$” each mean lawful money of
the United States.


“Domestic
Subsidiary” means a Subsidiary organized under the laws of
the United States or any state or territory thereof or the District of
Columbia.


“EBITDA” shall mean (a) Net Income, plus (b)
Interest Expense, plus (c) to the extent deducted in the calculation of Net
Income, depreciation expense, amortization expense, and non-cash stock-based
compensation expense, plus (d) income tax expense, plus, without duplication,
(e) Acquisition Event related expenses (for the quarter in which the Acquisition
Event occurs through the quarter ending June 30, 2007).


“Effective Date” is defined in the preamble
of this Agreement.


“Eligible Accounts” are Accounts which arise
in the ordinary course of Borrower’s business that meet all Borrower’s
representations and warranties in Section 5.3. 
Bank reserves the right, at any time and from time to time after the
Effective Date, to adjust any of the criteria set forth below and to establish
new criteria in its good faith business judgment.  Unless Bank agrees otherwise in writing,
Eligible Accounts shall not include:


(a)           Accounts for which the
Account Debtor has not been invoiced;


(b)           Accounts that the
Account Debtor has not paid within ninety (90) days of invoice date;


(c)           Accounts owing from an Account Debtor, fifty percent (50%) or
more of whose Accounts have not been paid within ninety (90) days of invoice
date;


(d)           Credit balances over
ninety (90) days from invoice date;


(e)           Accounts owing from an
Account Debtor, including Affiliates, whose total obligations to Borrower
exceed twenty-five (25%) of all Accounts, for the amounts that exceed that
percentage, unless Bank approves in writing;


(f)            Accounts owing from an
Account Debtor which does not have its principal place of business in the
United States except for Eligible Foreign Accounts;



 20
 






 



(g)           Accounts owing from an
Account Debtor which is a federal, state or local government entity or any
department, agency, or instrumentality thereof, except for (i) the lesser of
(1) One Million Dollars ($1,000,000.00), or (2) ten percent (10%) of all
Advances (not including Advances based on such Accounts), or (ii) Accounts of
the United States if Borrower has assigned its payment rights to Bank and the
assignment has been acknowledged under the Federal Assignment of Claims Act of
1940, as amended;


(h)           Accounts owing from an
Account Debtor to the extent that Borrower is indebted or obligated in any
manner to the Account Debtor (as creditor, lessor, supplier or otherwise -
sometimes called “contra” accounts, accounts payable, customer deposits or
credit accounts), with the exception of customary credits, adjustments and/or
discounts given to an Account Debtor by Borrower in the ordinary course of its
business;


(i)            Accounts for
demonstration or promotional equipment, or in which goods are consigned, or
sold on a “sale guaranteed”, “sale or return”, “sale on approval”, “bill and
hold”, or other terms if Account Debtor’s payment may be conditional;


(j)            Accounts for which the
Account Debtor is Borrower’s Affiliate, officer, employee, or agent;


(k)           Accounts in which the
Account Debtor disputes liability or makes any claim (but only up to the
disputed or claimed amount), or if the Account Debtor is subject to an
Insolvency Proceeding, or becomes insolvent, or goes out of business;


(l)            Accounts owing from an
Account Debtor with respect to which Borrower has received deferred revenue
(but only to the extent of such deferred revenue);


(m)          Accounts for which Bank
in its good faith business judgment determines collection to be doubtful; and


(n)           other Accounts Bank
deems ineligible in the exercise of its good faith business judgment.


“Eligible Foreign Accounts” are Accounts for
which the Account Debtor does not have its principal place of business in the
United States but are otherwise Eligible Accounts, and that Bank
approves in writing in its sole and absolute discretion, on a case by case
basis.


“Equipment” is all “equipment” as defined in
the Code with such additions to such term as may hereafter be made, and
includes without limitation all machinery, fixtures, goods, vehicles (including
motor vehicles and trailers), and any interest in any of the foregoing.


“ERISA” is the Employee Retirement Income
Security Act of 1974, and its regulations.


“Event of Default” is defined in Section 8.


“Foreign Currency” means lawful money of a
country other than the United States.


“Foreign Subsidiary” means any Subsidiary
which is not a Domestic Subsidiary.


“Funding Date” is any date on which a Credit
Extension is made to or on account of Borrower which shall be a Business Day.


 “GAAP”
is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other Person as
may be approved by a significant segment of the accounting profession, which
are applicable to the circumstances as of the date of determination.


“General Intangibles” is all “general
intangibles” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without
limitation, all copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative
work, whether published or unpublished, any patents, trademarks, service marks
and, to the extent permitted under applicable law, any applications therefor,
whether registered or not, any trade secret rights, including any rights to



 21
 






 



unpatented inventions,
payment intangibles, royalties, contract rights, goodwill, franchise
agreements, purchase orders, customer lists, route lists, telephone numbers,
domain names, claims, income and other tax refunds, security and other
deposits, options to purchase or sell real or personal property, rights in all
litigation presently or hereafter pending (whether in contract, tort or
otherwise), insurance policies (including without limitation key man, property
damage, and business interruption insurance), payments of insurance and rights
to payment of any kind.


 “Indebtedness”
is (a) indebtedness for borrowed money or the deferred price of property or
services, such as reimbursement and other obligations for surety bonds and
letters of credit, (b) obligations evidenced by notes, bonds, debentures or
similar instruments, (c) capital lease obligations, and (d) Contingent
Obligations.


“Initial Advance” is the initial Advance
hereunder which shall be used (a) by Borrower to pay off, in full, Bank under
the Xenogen/SVB Credit Agreement and Partners for Growth under the Xenogen/PFG
Credit Agreement pursuant to Section 2.5, and (b) by Bank to pay off, in full,
NovaScreen’s obligations to Manufacturer and Traders Trust Company.


 “Insolvency
Proceeding” is any proceeding by or against any Person under the
United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.


“Intellectual Property” is (a) any copyright
rights, copyright applications, copyright registrations and like protections in
each work of authorship and derivative work, whether published or unpublished,
(b) any patents, patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions, and
continuations-in-part of the same, trademarks, service marks and, to the extent
permitted under applicable law, any applications therefor, whether registered
or not, and the goodwill of the business of Borrower connected with and
symbolized thereby, (c) any know-how, operating manuals, trade secret rights,
rights to unpatented inventions, and (d) any claims for damage by way of any
past, present, or future infringement of any of the foregoing.


“Interest Expense” means for any fiscal
period, interest expense (whether cash or non-cash) determined in accordance
with GAAP for the relevant period ending on such date, including, in any event,
interest expense with respect to any Credit Extension and other Indebtedness of
Borrower, including, without limitation or duplication, all commissions,
discounts, or related amortization and other fees and charges with respect to letters
of credit and bankers’ acceptance financing and the net costs associated with
interest rate swap, cap, and similar arrangements, and the interest portion of
any deferred payment obligation (including leases of all types).


“Inventory” is all “inventory” as defined in
the Code in effect on the date hereof with such additions to such term as may
hereafter be made, and includes without limitation all merchandise, raw
materials, parts, supplies, packing and shipping materials, work in process and
finished products, including without limitation such inventory as is
temporarily out of Borrower’s custody or possession or in transit and including
any returned goods and any documents of title representing any of the above.


“Investment” is any beneficial ownership
interest in any Person (including stock, partnership interest or other
securities), and any loan, advance or capital contribution to any Person.


“Letter of Credit” means a standby letter of
credit issued by Bank or another institution based upon an application,
guarantee, indemnity or similar agreement on the part of Bank as set forth in
Section 2.1.2.


“Letter of Credit Application” is defined in
Section 2.1.2(a).


“Letter of Credit Reserve” has the meaning
set forth in Section 2.1.2(d).


“Lien” is a mortgage, lien, deed of trust,
charge, pledge, security interest or other encumbrance.


“Loan Documents” are, collectively, this
Agreement, the Perfection Certificate, any note, or notes or guaranties
executed by Borrower or any Guarantor, and any other present or future
agreement between Borrower any Guarantor and/or for the benefit of Bank in
connection with this Agreement, all as amended, restated, or otherwise
modified.



 22
 






 



“Material Adverse Change” is (a) a material
impairment in the perfection or priority of Bank’s Lien in the Collateral or in
the value of such Collateral; (b) a material adverse change in the business,
operations, or condition (financial or otherwise) of Borrower; (c) a material
impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines in good faith, based
upon information available to it and in its reasonable judgment, that there is
a substantial likelihood that Borrower shall fail to comply with one or more of
the financial covenants in Section 6 during the next succeeding financial
reporting period.


“Minimum Usage Fee” is defined in Section
2.4(b).


“Net Income” means, as calculated on a
consolidated basis for Borrower for any period as at any date of determination,
the net profit (or loss), after provision for taxes, of Borrower and its
Subsidiaries for such period taken as a single accounting period.


“NovaScreen” is defined in the preamble
hereof.


“Obligations” are Borrower’s obligation to
pay when due any debts, principal, interest, Bank Expenses and other amounts
Borrower owes Bank now or later, whether under this Agreement, the Loan
Documents, or otherwise, including, without limitation, all obligations
relating to letters of credit (including reimbursement obligations for drawn
and undrawn letters of credit), cash management services, and foreign exchange
contracts, if any, and including interest accruing after Insolvency Proceedings
begin and debts, liabilities, or obligations of Borrower assigned to Bank, and
the performance of Borrower’s duties under the Loan Documents.


“Operating
Documents” are, for any Person, such Person’s formation
documents, as certified with the Secretary of State of such Person’s state of
formation on a date that is no earlier than 30 days prior to the Effective
Date, and its bylaws in current form, each
of the foregoing with all current amendments or modifications thereto.


“Payment/Advance Form” is that certain form
attached hereto as Exhibit B.


“Perfection Certificate” is defined in
Section 5.1.


“Permitted Indebtedness” is:


(a)           Borrower’s Indebtedness
to Bank under this Agreement and the other Loan Documents;


(b)           Indebtedness existing
on the Effective Date and shown on the Perfection Certificate;


(c)           Subordinated Debt;


(d)           unsecured Indebtedness
to trade creditors incurred in the ordinary course
of business;


(e)           Indebtedness secured by
Permitted Liens;


(f)            other unsecured
Indebtedness that does not, in the aggregate, exceed One Million Dollars
($1,000,000.00) outstanding at any time; and


(g)           extensions,
refinancings, modifications, amendments and restatements of any items of
Permitted Indebtedness (a) through (f) above, provided that the principal
amount thereof is not increased or the terms thereof are not modified to impose
more burdensome terms upon Borrower or its Subsidiary, as the case may be.


“Permitted Investments” are:


(a)           Investments shown on
the Perfection Certificate and existing on the Effective Date;


(b)           Cash Equivalents and
Marketable Securities;


(c)           Investments consisting
of (i) travel advances and employee relocation loans and other employee loans
and advances in the ordinary course of business, and (ii) loans to employees,
officers or directors relating to the purchase of equity securities of Borrower
or its Subsidiaries pursuant to employee stock purchase plans or agreements
approved by Borrower’s Board of Directors; and



 23
 






 



(d)           joint ventures or
strategic alliances in the ordinary course of Borrower’s business consisting of
the non-exclusive licensing of technology, the development of technology or the
providing of technical support, provided that any cash investments by Borrower
do not exceed One Million Dollars ($1,000,000.00) in the aggregate in any
fiscal year.


“Permitted Liens” are:


(a)           Liens existing on the
Effective Date and shown on the Perfection Certificate or arising under this
Agreement and the other Loan Documents;


(b)           Liens for taxes, fees,
assessments or other government charges or levies, either not delinquent or
being contested in good faith and for which Borrower maintains adequate
reserves on its Books, if they have no priority over any of Bank’s
Liens;


(c)           Liens (i)
on Equipment acquired or held by Borrower incurred for financing the
acquisition of the Equipment securing no more than One Million Dollars
($1,000,000.00) in the aggregate amount outstanding, or (ii) existing on
Equipment when acquired, if the Liens in both (i) and (ii) are confined
to the property and improvements and the proceeds of the Equipment; and


(d)           Liens incurred in the
extension, renewal or refinancing of the indebtedness secured by Liens
described in (a) through (c), but any extension, renewal or replacement
Lien must be limited to the property encumbered by the existing Lien and the
principal amount of the indebtedness may not increase.


(e)           leases or subleases of
real property granted in the ordinary course of business, and leases,
subleases, non-exclusive licenses or sublicenses of property (other than real
property or intellectual property) granted in the ordinary course of Borrower’s
business, if the leases, subleases, licenses and sublicenses do not
prohibit granting Bank a security interest;


(f)            non-exclusive license
of intellectual property granted to third parties in the ordinary course of
business;


(g)           Liens arising from
judgments, decrees or attachments in circumstances not constituting an Event of
Default under Section 8.4 or 8.7; and


(h)           Liens on cash
maintained at Wells Fargo Bank, N.A., in the aggregate amount of no greater
than $3,100.000.00, securing Borrower’s existing letters of credit issued by
Wells Fargo Bank, N.A., provided that such Liens shall not be “Permitted Liens”
after the current maturity dates of such letters of credit.


“Person” is any individual, sole
proprietorship, partnership, limited liability company, joint venture, company,
trust, unincorporated organization, association, corporation, institution,
public benefit corporation, firm, joint stock company, estate, entity or
government agency.


“Prime Rate” is Bank’s most recently
announced “prime rate,” even if it is not Bank’s lowest rate.


“Quick Assets” is, on any date, all cash and
Cash Equivalents and Marketable Securities as shown on Borrower’s consolidated
financial statements as of such date prepared in accordance with GAAP, plus net
billed accounts receivable, excluding any cash or Cash Equivalents and
Marketable Securities that are restricted or are pledged to any Person other
than Bank or any of Bank’s Affiliates.


“Quick Liabilities” are Current Liabilities,
less Deferred Revenue, real estate related restructuring reserves, and customer
deposits.


“Registered Organization” is any “registered
organization” as defined in the Code with such additions to such term as may
hereafter be made


“Responsible Officer” is any of the Chief
Executive Officer, President, Chief Financial Officer and Vice President,
Finance of Borrower.



 24
 






 



“Revolving Line” is an Advance or Advances
in an aggregate amount of up to Twenty Million Dollars ($20,000,000.00)
outstanding at any time; provided that no Credit Extensions shall be made until
after the Initial Advance is made.


“Revolving
Line Maturity Date” is August 8, 2008.


 “Securities
Account” is any “securities account” as defined in the Code with
such additions to such term as may hereafter be made.


 “Subordinated
Debt” is indebtedness incurred by Borrower subordinated to all of
Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination,
intercreditor, or other similar agreement in form and substance satisfactory to
Bank entered into between Bank and the other creditor), on terms acceptable to
Bank.


 “Subsidiary”
means, with respect to any Person, any Person of which more than 50% of the
voting stock or other equity interests is owned or controlled, directly or
indirectly, by such Person or one or more Affiliates of such Person.


“Total Liabilities” is on any day,
obligations that should, under GAAP, be classified as liabilities on Borrower’s
consolidated balance sheet, including all Indebtedness, and current portion of
Subordinated Debt permitted by Bank to be paid by Borrower, but excluding all
other Subordinated Debt.


“Transfer” is defined in Section 7.1.


“Unrestricted Cash” shall mean all cash,
Cash Equivalents and Marketable Securities maintained at Bank or SVB Securities
(provided a control agreement is in place) in Borrower’s name that is
unrestricted and not pledged to any other Person.


“XBC” is defined in Section 2.5.


“Xenogen” is defined in Section 2.4(a).


“Xenogen/PFG Credit Agreement” is defined in
Section 2.5.


“Xenogen/SVB Credit Agreement” is defined in
Section 2.5.


Signature page follows.



 25














 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as a sealed
instrument under the laws of the Commonwealth of Massachusetts as of the
Effective Date.


	
  BORROWER:

  
	
   

  
	
  CALIPER LIFE SCIENCES, INC.

  
	
   

  
	
  By

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
  NOVASCREEN BIOSCIENCES CORPORATION

  
	
   

  
	
  By

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  BANK:

  
	
   

  
	
  SILICON VALLEY BANK

  
	
   

  
	
  By

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Signature page to Loan
and Security Agreement]















 


EXHIBIT A


The Collateral consists of all of Borrower’s right,
title and interest in and to the following personal property:


All goods, Accounts (including health-care
receivables), Equipment, Inventory, contract rights or rights to payment of
money, leases, license agreements, franchise agreements, General Intangibles
(except as provided below), commercial tort claims, documents, instruments
(including any promissory notes), chattel paper (whether tangible or
electronic), cash, deposit accounts, certificates of deposit, fixtures, letters
of credit rights (whether or not the letter of credit is evidenced by a
writing), securities, and all other investment property, supporting
obligations, and financial assets, whether now owned or hereafter acquired,
wherever located; [and]


all 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.


Notwithstanding the
foregoing, the Collateral does not include any of the following, whether now
owned or hereafter acquired (a) more than 65% of the presently existing and
hereafter arising issued and outstanding shares of capital stock owned by
Borrower of any Foreign Subsidiary which shares entitle the holder thereof to
vote for directors or any other matter, (b) license agreements solely for the
use of Intellectual Property of a third party, with respect to which license
Borrower is the licensee, (c) any copyright rights, copyright applications,
copyright registrations and like protections in each work of authorship and
derivative work, whether published or unpublished, (d) any patents, patent applications
and like protections, including improvements, divisions, continuations,
renewals, reissues, extensions, and continuations-in-part of the same,
trademarks, service marks and, to the extent permitted under applicable law,
any applications therefor, whether registered or not, and the goodwill of the
business of Borrower connected with and symbolized thereby, (e) any know-how,
operating manuals, trade secret rights, rights to unpatented inventions, and
(f) any claims for damage by way of any past, present, or future infringement
of any of the foregoing; provided, however, the Collateral shall include all
Accounts, license and royalty fees and other revenues, proceeds, or income
arising out of or relating to any of the foregoing.


Pursuant to the terms of
a certain negative pledge arrangement with Bank, Borrower has agreed not to
encumber any of its copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative
work, whether published or unpublished, any patents, patent applications and
like protections, including improvements, divisions, continuations, renewals,
reissues, extensions, and continuations-in-part of the same, trademarks,
service marks and, to the extent permitted under applicable law, any
applications therefor, whether registered or not, and the goodwill of the
business of Borrower connected with and symbolized thereby, know-how, operating
manuals, trade secret rights, rights to unpatented inventions, and any claims
for damage by way of any past, present, or future infringement of any of the
foregoing, without Bank’s prior written consent.



 1














 


EXHIBIT B


Loan
Payment/Advance Request Form


DEADLINE FOR SAME DAY PROCESSING IS NOON E.S.T.*


	
  Fax To:

  	
  Date: _________________

  



 


	
  LOAN PAYMENT:

  	
   

  
	
   

  	
   

  
	
  Caliper Life
  Sciences, Inc., as Agent

  
	
   

  	
   

  
	
  From Account # _____________________________

  	
  To Account #
  __________________________________

  
	
      (Deposit
  Account #)

  	
  (Loan Account #)

  
	
   

  	
   

  
	
  Principal $ _________________________________

  	
  and/or Interest
  $ ________________________________

  
	
   

  	
   

  
	
  Authorized Signature: _________________________

  	
  Phone Number:
  ________________________

  
	
  Print Name/Title: ______________________________

  	
   

  
	
   

  	
   

  



 


LOAN ADVANCE:


Complete
Outgoing Wire Request section
below if all or a portion of the funds from this loan advance are for an
outgoing wire.


	
  From
  Account #___________________________

  	
  To Account #
  __________________________________

  
	
       (Loan
  Account #)

  	
  (Deposit Account #)

  
	
   

  	
   

  
	
  Amount of Advance $______________________

  	
   

  
	
   

  
	
  All Borrower’s representations and warranties in the
  Loan and Security Agreement are true, correct and complete in all material
  respects on the date of the request for an advance; provided, however, that
  such materiality qualifier shall not be applicable to any representations and
  warranties that already are qualified or modified by materiality in the text
  thereof; and provided, further that those representations and warranties
  expressly referring to a specific date shall be true, accurate and complete
  in all material respects as of such date:

  
	
   

  
	
  Authorized Signature: _______________________

  	
  Phone Number: ________________________

  
	
  Print Name/Title: ____________________________

  	
   

  
	
   

  	
   

  



OUTGOING WIRE
REQUEST:


 


Complete
only if all or a portion of funds from the loan advance above is to be wired.


Deadline
for same day processing is noon, E.S.T.


	
  Beneficiary Name: _____________________________

  	
  Amount of Wire:
  $ _________________________

  
	
  Beneficiary Bank:  _____________________________

  	
  Account Number:
  __________________________

  
	
  City and State: ________________________________

  	
   

  
	
   

  	
   

  
	
  Beneficiary Bank Transit (ABA) #:  _______________

  	
  Beneficiary Bank Code (Swift, Sort, Chip, etc.):
  ____________

  
	
   

  	
  (For
  International Wire Only)

  
	
   

  	
   

  
	
  Intermediary Bank: ____________________________

  	
  Transit (ABA) #: _____________________________________

  
	
  For Further Credit to:
  ________________________________________________________________________________

  
	
   

  	
   

  
	
  Special Instruction:
  __________________________________________________________________________________

  
	
   

  	
   

  
	
  By signing below, I (we) acknowledge and agree
  that my (our) funds transfer request shall be processed in accordance with
  and subject to the terms and conditions set forth in the agreements(s)
  covering funds transfer service(s), which agreements(s) were previously
  received and executed by me (us).

  
	
   

  
	
  Authorized Signature: ________________________

  	
  2nd Signature (if
  required): ______________________________

  
	
  Print Name/Title: ____________________________

  	
  Print Name/Title:  _____________________________________

  
	
  Telephone #: 
  _______________________________

  	
  Telephone
  ___________________________________________

  
	
   

  	
   

  



 






*
Unless otherwise provided for an Advance bearing interest at LIBOR.



 1














 


EXHIBIT
C


BORROWING
BASE CERTIFICATE


Borrower: Caliper Life
Sciences, Inc. and NovaScreen BioSciences Corporation

Lender:  Silicon Valley Bank

Commitment Amount:    $20,000,000.00


	
  ACCOUNTS RECEIVABLE

  	
   

  	
   

  	
   

  
	
  1.             Accounts Receivable Book Value as
  of                         

  	
   

  	
  $

  	
   

  	
   

  
	
  2.             Additions (please explain on
  reverse)

  	
   

  	
  $

  	
   

  	
   

  
	
  3.             TOTAL ACCOUNTS RECEIVABLE

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCOUNTS RECEIVABLE
  DEDUCTIONS (without duplication)

  	
   

  	
   

  	
   

  
	
  4.             Amounts over 90 days due

  	
   

  	
  $

  	
   

  	
   

  
	
  5.             Balance of 50% over 90 day
  accounts

  	
   

  	
  $

  	
   

  	
   

  
	
  6.             Credit balances over 90 days

  	
   

  	
  $

  	
   

  	
   

  
	
  7.             Concentration Limits

  	
   

  	
  $

  	
   

  	
   

  
	
  8.             Foreign Accounts

  	
   

  	
  $

  	
   

  	
   

  
	
  9.             Governmental Accounts

  	
   

  	
  $

  	
   

  	
   

  
	
  10.           Contra Accounts

  	
   

  	
  $

  	
   

  	
   

  
	
  11.           Promotion or Demo Accounts

  	
   

  	
  $

  	
   

  	
   

  
	
  12.           Intercompany/Employee Accounts

  	
   

  	
  $

  	
   

  	
   

  
	
  13.           Disputed Accounts

  	
   

  	
  $

  	
   

  	
   

  
	
  14.           Deferred Revenue

  	
   

  	
  $

  	
   

  	
   

  
	
  15.           Other (please explain on reverse)

  	
   

  	
  $

  	
   

  	
   

  
	
  16.           TOTAL ACCOUNTS RECEIVABLE
  DEDUCTIONS

  	
   

  	
  $

  	
   

  	
   

  
	
  17.           Eligible Accounts (#3 minus #16)

  	
   

  	
  $

  	
   

  	
   

  
	
  18.           ELIGIBLE AMOUNT OF ACCOUNTS (80% of
  #17, plus 90% of Unrestricted Cash)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BALANCES

  	
   

  	
   

  	
   

  
	
  19.           Maximum Loan Amount

  	
   

  	
  $

  	
   

  	
   

  
	
  20.           Total Funds Available (Lesser of #18
  or #19)

  	
   

  	
  $

  	
   

  	
   

  
	
  21.           Present balance owing on Line of
  Credit

  	
   

  	
  $

  	
   

  	
   

  
	
  22.           Outstanding under Sublimits

  	
   

  	
  $

  	
   

  	
   

  
	
  23.           RESERVE POSITION (#20 minus #21 and
  #22)

  	
   

  	
  $

  	
   

  	
   

  



 


The undersigned represents and
warrants that this is true, complete and correct, and that the information in
this Borrowing Base Certificate complies with the representations and
warranties in the Loan and Security Agreement between the undersigned and
Silicon Valley Bank.


	
  

  	
  BANK
  USE ONLY

  
	
   

  	
   

  
	
  COMMENTS:

  	
  Received by: 
  _________________________

  
	
   

  	
       Authorized Signer

  
	
   

  	
   

  
	
  By: _______________________

  	
  Date:  _______________________________

  
	
  Authorized Signer

  	
  Verified: 
  ____________________________

  
	
   

  	
       authorized signer

  
	
  Date: ______________________

  	
   

  
	
   

  	
  Date: _______________________________

  
	
   

  	
  Compliance Status:                      Yes       No

  



 



 1














 


EXHIBIT
D


COMPLIANCE
CERTIFICATE


	
  TO:

  	
  SILICON VALLEY BANK

  	
  Date:

  	
   

  	
   

  
	
  FROM:

  	
  CALIPER LIFE SCIENCES, INC.

  	
   

  
	
   

  	
  NOVASCREEN BIOSCIENCES CORPORATION

  	
   

  



 


The undersigned authorized officers of Caliper Life
Sciences, Inc. and NovaScreen Biosciences Corporation (individually and
collectively, “Borrower”) certifies that under the terms and conditions of the
Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1)
Borrower is in complete compliance for the period ending                    
with all required covenants except as noted below, (2) there are no Events of
Default, (3) all representations and warranties in the Agreement are true
and correct in all material respects on this date except as noted below; provided,
however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date, (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and reports,
and Borrower has timely paid all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower except as otherwise
permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no
Liens have been levied or claims made against Borrower relating to unpaid
employee payroll or benefits of which Borrower has not previously provided
written notification to Bank.  Attached
are the required documents supporting the certification.  The undersigned certifies that these are
prepared in accordance with generally GAAP consistently applied from one period
to the next except as explained in an accompanying letter or footnotes.  The undersigned acknowledges that no
borrowings may be requested at any time or date of determination that Borrower
is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is delivered.  Capitalized terms used but not otherwise
defined herein shall have the meanings given them in the Agreement.


Please indicate compliance status by
circling Yes/No under “Complies” column.


 


	
  Reporting
  Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quarterly
  financial statements with Compliance Certificate

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  Yes  No

  
	
  Annual financial statement (CPA Audited)

  	
   

  	
  FYE within 120 days

  	
   

  	
  Yes  No

  
	
  Board Approved Projections

  	
   

  	
  Annually, as revised

  	
   

  	
  Yes  No

  
	
  Audit

  	
   

  	
  Annually

  	
   

  	
  Yes  No

  
	
  Borrowing Base Certificate A/R & A/P Agings

  	
   

  	
  Monthly within 30 days (when Unrestricted Cash < $20,000,000.00
  and months in which Credit Extensions requested or outstanding)

  	
   

  	
  Yes  No

  
	
  Cash Report

  	
   

  	
  Monthly within 15 days

  	
   

  	
  Yes  No

  



 


	
  Financial
  Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain at all times (tested quarterly):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Adjusted Quick Ratio

  	
   

  	
  1.25:1.0

  	
   

  	
             :1.0

  	
   

  	
  Yes  No

  
	
  Minimum EBITDA-Cap Ex

  	
   

  	
  $                *

  	
   

  	
  $                 

  	
   

  	
  Yes  No

  



 






*As set forth in Section
6.7(b) of the Agreement.



 1
 






 



The
following financial covenant analys[is][es] and information set forth in
Schedule 1 attached hereto are true and accurate as of the date of this
Certificate.


The following
are the exceptions with respect to the certification above:  (If no exceptions exist, state “No exceptions
to note.”)


 


	
  Caliper Life Sciences, Inc.

  	
  BANK USE ONLY

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Received by:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  authorized
  signer  

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  NovaScreen Biosciences
  Corporation

  	
  Verified:

  	
   

  	
   

  
	
   

  	
   

  	
  authorized
  signer  

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Compliance Status:                      Yes     No

  
												



 



 2
 






 



Schedule 1 to Compliance Certificate


Financial Covenants of Borrower


Dated:    ____________________


In the event of a
conflict between this Schedule and the Loan Agreement, the terms of the Loan
Agreement shall control.


	
  I.

  	
   

  	
  ADJUSTED
  QUICK RATIO

  	
   

  	
   

  	
   

  



 


	
  A.

  	
   

  	
  Aggregate value of the
  Unrestricted Cash and Cash Equivalents and Marketable Securities of Borrower

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Aggregate value of the
  net billed accounts receivable of Borrower

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Quick Assets (the sum
  of lines A and B)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Aggregate value of
  Obligations to Bank

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Aggregate
  value of liabilities of Borrower (including all Indebtedness) that matures
  within one (1) year and current portion of Subordinated Debt permitted by
  Bank to be paid by Borrower

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Aggregate
  value of (i) Deferred Revenue, (ii) real estate related restructuring
  expenses, and customer deposits)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Quick Liabilities (the
  sum of lines D, E minus F)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Adjusted Quick Ratio
  (line C divided by line G)

  	
   

  	
   

  	
   

  



 


Is line G equal to or
greater than 1.25:1:00?


     No,
not in compliance                                                                              Yes,
in compliance


	
  II.

  	
   

  	
  MINIMUM
  EBITDA minus CAP-EX

  	
   

  	
   

  	
   

  



 


Required:


	
  A.

  	
   

  	
  Net Income

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Interest Expense

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  To the extent included
  in the determination of Net Income:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.         Depreciation
  expense

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.         Amortization
  expense

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.         Non-cash
  stock-based compensation expense

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  income tax expense

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Acquisition
  Event related expenses (for the quarter in which the Acquisition Event occurs
  occurs through the quarter ending June 30, 2007)

  	
   

  	
  $

  	
   

  	
   

  



 



 3
 






 



 


	
  F.

  	
   

  	
  EBITDA
  (line A, plus line B, plus line C.1, plus line C.2, plus line C.3, plus line
  D, and plus line E)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  capital expenditures

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
   

  	
  EBIDTA minus CAP EX (line F minus line G)

  	
   

  	
  $

  	
   

  	
   

  



 


	
  Is line H equal to or greater than:

  	
  (a) ($7,000,000)
  for the two-quarter period ending 9/30/06

  	
   

  
	
   

  	
  (b) ($6,000,000)
  for the two-quarter periods ending 12/31/06, 3/31/07, and 6/30/07

  	
   

  
	
   

  	
  (c) ($3,000,000)
  for the two-quarter period ending 9/30/07

  	
   

  
	
   

  	
  (d) $0.00 for
  the two-quarter period ending 12/31/07 and for the two-quarter periods ending
  as of the last day of each quarter thereafter?

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
           No,
  not in compliance

  	
   

  	
               Yes, in compliance

  	
   

  
								



 



 4