<PAGE>   1

                                                                   Exhibit 10.19

                        STRATEGIC RELATIONSHIP AGREEMENT


           STRATEGIC RELATIONSHIP AGREEMENT ("Agreement") by and between
CELLOMICS, INC. a Delaware corporation, having a place of business at 635
William Pitt Way, Pittsburgh, Pennsylvania 15238 ("Cellomics", as that term is
further defined in Paragraph 1.3) and BECKMAN COULTER, INC., a Delaware
corporation, having a place of business at 4300 North Harbor Boulevard,
Fullerton, California 92834-3100 ("BCI", as that term is further defined in
Paragraph 1.2).

                                 R E C I T A L S

I.       Cellomics owns confidential technology, applications for patent and
         patents in the fields of cell biology and cell-based assays.

II.      Cellomics has designed and developed proprietary instruments for
         cell-based assays (the "Cellomics Instruments, as that term is further
         defined in Paragraph 1.4) and Reagents ("Reagents as defined in
         Paragraph 1.10) and kits containing reagents and/or other consumables
         for use therewith (jointly the "Cellomics Kits", as that term is
         further defined in Paragraph 1.5). Cellomics has a research and
         development program to refine, modify and improve the Cellomics
         Instruments and Cellomics Kits. The Cellomics Instruments and Cellomics
         Kits are used by end users of Cellomics for generating knowledge about
         cells and cellular processes for analyzing the effects of chemical
         compounds and mixtures on cells.

III.     Cellomics, in conjunction with other parties, is presently developing a
         next generation cell analysis system using microfluidics and micro
         arrays of cells for generating knowledge about cells and cellular
         processes and for analyzing the effects of chemical compounds and
         mixtures on cells (the "Cell Chip Program", as that term is further
         defined in Paragraph 9.1). It is the intent of Cellomics to (a) license
         third party pharmaceutical, independent research and other companies to
         use the resultant system in the third parties' efforts to discover new
         therapeutic drugs (the "TAP Program", as that term is further defined
         in Paragraph 10.1), (b) to use the resultant



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         system to expand Cellomics' knowledge of cells, cell processes and cell
         interactions with chemical compounds and mixtures and to license or
         sell such knowledge to others (the "Knowledge Base", as that term is
         further defined in Paragraph 13.1), and (c) to sell products that
         result from, depend upon or relate to the Cell Chip Program.

IV.      BCI is in the business of developing, manufacturing and distributing
         instruments and reagents and kits therefor in the fields of life
         sciences and in vitro diagnostics. Among the BCI businesses in the
         forgoing fields are (a) automating the processes of others including
         automating third party processes in the field of cellular analysis, and
         (b) developing, manufacturing and selling instruments, kits and systems
         for performing cellular analyses by means of flow cytometry. BCI also
         has proprietary software equipment and procedures for automating the
         processes of others.

V.       BCI desires to be the exclusive, world-wide distributor of the
         Cellomics Instruments and the Cellomics Kits and the improvements
         thereof.

VI.      BCI desires to contribute to the Cell Chip Program by designing and
         developing software, equipment and procedures to automate the Cell Chip
         Program. BCI further desires to be the exclusive, world-wide
         distributor of the resultant automated system.

VII.     BCI desires to participate, through its contribution to the development
         of automation for the Cell Chip Program and its licensing of BCI
         technology to Cellomics, in the commercialization of the TAP Program.

VIII.    BCI desires to acquire rights and licenses to the Knowledge Base.


           NOW THEREFORE in consideration of the mutual undertakings and
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, agree as follows:



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                                 1.0 DEFINITIONS

           The following terms, when used herein with an initial capital letter
and without regard to whether they appear in the singular, plural or possessive
form, shall have the following defined meanings:

1.1      "AFFILIATE" shall mean any corporation or other form of limited
         liability legal person and any partnership, association, joint venture
         or other form of business entity controlled by, controlling or under
         common control with a party hereto. As used herein, the word and root
         "control" in the context of a corporation shall mean the ownership,
         directly or indirectly, of fifty percent (50%) or more of the voting
         shares or other equity interests entitled to vote in the election of
         directors of the corporation; and, in the context of any other form of
         business entity, the right to receive fifty percent (50%) or more of
         the net profits of such entity and the right to a majority interest in
         the management and control of such entity.

1.2      "BCI" shall mean Beckman Coulter, Inc., its divisions and Affiliates
         and its and their permitted successors and assigns.

1.3      "CELLOMICS" shall mean Cellomics, Inc., its divisions and Affiliates
         and its and their permitted successors and assigns.

1.4      "CELLOMICS INSTRUMENTS" shall mean the ArrayScan II reader, the
         ArrayScan Kinetics reader, each of which is specified and defined in
         attached Exhibit 1.4 and their attendant software identified in Exhibit
         1.4 and any refinement, improvement or modification to such readers or
         software, and specifically excludes the ArrayScan Kinetics Workstation
         now being manufactured by Zeiss even though an ArrayScan Kinetics
         Reader is incorporated therein.

1.5      "CELLOMICS KITS" shall mean the reagents, controls, calibrators,
         buffers and kits identified in attached Exhibit 1.5 for use on
         Cellomics instruments for High Content Screening applications and any
         refinement, improvement or modification thereof. It is the intent of
         the parties to include within this definition and this Agreement any
         reagents, controls, calibrations, buffers and kits hereafter developed
         or acquired by



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         Cellomics, excluding only those developed or acquired for the Cell Chip
         System (as that term is defined in Paragraph 9.2).

1.6      "EFFECTIVE DATE" shall mean the last date in time adjacent the
         signatures of the authorized representatives of the parties on the last
         page of this Agreement.

1.7      "HIGH THROUGHPUT SCREENING"[*]

1.8      "HIGH CONTENT SCREENING"[*]

1.9      "PRODUCTS" shall mean the Cellomics Instruments and the "Cellomics
         Store and Screen Software," which are defined on Exhibit 1.4.


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."






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1.10     "CELLOMICS REAGENTS" shall mean reagents manufactured by Cellomics, for
         Cellomics by others or sold by Cellomics under license or otherwise for
         use in or with Cellomics Instruments for High Content Screening
         applications as and when such reagents are sold separately from
         Cellomics Instruments or Cellomics Kits.

1.11     "FLOW CYTOMETRY"[*]

1.12     "IN-VITRO DIAGNOSTICS" shall mean the quantitative or qualitative
         analysis of samples of human origin intended to assist clinicians in
         the identification, diagnosis, monitoring or treatment of disease in
         humans.

               2.0 COMMISSION REPRESENTATION OF CELLOMICS PRODUCTS

2.1      APPOINTMENT OF BCI - Cellomics hereby appoints BCI and BCI accepts
         appointment as a commission sales representative for the Cellomics
         ArrayScan II reader and its attendant software, the Cellomics Kits and
         the Cellomics Store and Screen Software in the countries specified in
         Paragraph 2.4. Except for Cellomics' employees, Cellomics shall not
         appoint any other commission sales representative within the countries
         specified in Paragraph 2.4 for the ArrayScan II reader or its attendant
         software, the Cellomics Kits or the Cellomics Store and Screen
         Software. The term of this appointment (the "Commission Representative
         Term") shall begin on the Effective Date and end with the Instrument
         Appointment Date (as that term is defined in Paragraph 3.2).

2.2      DUTIES OF BCI - The specific duties and obligations of BCI during the
         Commission Representative Term are defined in attached Exhibit 2.2.

2.3      DUTIES OF CELLOMICS - The specific duties and obligations of Cellomics
         during the Commission Representative Term are defined in attached
         Exhibit 2.3.


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   6


2.4      TERRITORY - Beginning with the Effective Date, BCI shall be a
         commission sales representative in the United States, Canada and those
         countries in Europe identified in attached Exhibit 2.4 where BCI
         maintains a direct sales force. BCI shall, at a time mutually agreeable
         to the parties, but in no event later than ninety (90) days after the
         Effective Date, be a commission sales representative in Japan. If BCI
         does not agree to be a commission sales representative in Japan within
         such ninety (90) days then Cellomics may retain for itself or may
         appoint one or more other parties as its representative in Japan and
         BCI shall have no further rights under this Agreement relative to the
         Products in Japan.

2.5      TRAINING - Promptly after the Effective Date, Cellomics will train BCI
         field sales, service and marketing personnel on the ArrayScan II reader
         and attendant software, Cellomics Kits and the Cellomics Store and
         Screen Software; BCI will select the BCI personnel to attend such
         training. Promptly after the Effective Date, BCI will train Cellomics
         field technical support personnel on the BCI Biomek, Biomek FX and Core
         Systems automation platforms; Cellomics will select the Cellomics
         personnel to attend such training. The parties will mutually agree on
         the times and locations for such training. Each party shall bear its
         own expenses and those of its employees for such training.

2.6      COMPENSATION TO BCI - Cellomics shall compensate BCI for its activities
         as a commission sales representative as follows:

         (a)      Except as provided in Paragraph 2.6(b) for those sales,
                  leases, rentals or other placements of an ArrayScan II reader
                  or Cellomics Store and Screen Software made by BCI or
                  Cellomics to those laboratories or facilities of third parties
                  which either own, lease, rent or otherwise possess a BCI
                  Biomek or Biomek FX or Core System ... [*] of the Net Selling
                  Price of the ArrayScan II reader and attendant software and
                  the Cellomics Store and Screen Software. For the avoidance of
                  doubt, the foregoing commission will only be earned if the
                  ArrayScan II reader or Cellomics Store and Screen Software is
                  placed in the same third party laboratory or facility that
                  possesses


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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                  one or more of the foregoing BCI products and will not be
                  earned if the ArrayScan II reader or Cellomics Store and
                  Screen Software is placed in a third party laboratory or
                  facility which does not possess one of the foregoing BCI
                  products even though such third party may possess one or more
                  of such BCI products in another of its laboratories or
                  facilities.

         (b)      For those sales, leases, rentals or other placements of an
                  ArrayScan II reader and attendant software or Cellomics Store
                  and Screen Software made by Cellomics or BCI to a third party
                  identified in attached Exhibit 2.6 which are completed by
                  Cellomics or BCI within ninety (90) days of the Effective Date
                  ... [*] of the Net Selling Price of the ArrayScan II reader
                  and attendant software and the Cellomics Store and Screen
                  Software.

         (c)      For those sales, leases, rentals or other placements of an
                  ArrayScan II reader and attendant software or Cellomics Store
                  and Screen Software made by Cellomics or BCI to third parties
                  who are not within categories (a) or (b) hereof ... [*] of the
                  Net Selling Price of the ArrayScan II reader and attendant
                  software or the Cellomics Store and Screen Software.

         (d)      For those sales of Cellomics Kits and Cellomics Reagents by
                  Cellomics... [*] of the Net Selling Price of such Kits.

         (e)      For those sales of Cellomics Kits and Cellomics Reagents by
                  BCI subject to the volume discounts specified in Exhibit 3.3
                  attached, Cellomics shall pay BCI commissions in accordance
                  with Exhibit 3.3 attached.

         For purposes of this Agreement, Net Selling Price shall mean the gross
         amount of all monies received by Cellomics from the sale, lease, rental
         or other placement of the ArrayScan II reader and attendant software
         and/or from the Cellomics Store and Screen Software and/or Cellomics
         Kits from non-Affiliated third parties less the sum of the following:
         (a) trade, quantity, early payment and cash discounts actually allowed
         and taken, (b) credits and allowances actually given for returned or
         rejected goods, (c) freight, special handling or crating charges,
         transportation insurance,



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   8


         custom duties and custom broker's fees and expenses, and (d)
         value-added, sales, excise, use or turnover taxes.

         2.6.1    BCI agrees that it shall provide incentive compensation to its
                  field sales representatives who are directly responsible for
                  BCI receiving the compensation provided for in Paragraph 2.6
                  in substantially the same manner and on substantially the same
                  basis as BCI provides incentive compensation to its field
                  sales force on the sale, lease or rental of BCI products.

2.7      METHODS DEVELOPMENT - Cellomics shall throughout the term of this
         Agreement, use reasonable commercial efforts to develop new
         applications and uses for the ArrayScan II reader. Cellomics agrees to
         produce at least [*] new Cellomics Kits each year for the first and
         second years following the Instrument Appointment Date, defined in
         Paragraph 3.1 below.

                        3.0 DISTRIBUTION OF THE PRODUCTS

3.1      APPOINTMENT OF BCI FOR THE PRODUCTS - Subject to the remainder of this
         Paragraph, Cellomics hereby appoints BCI and BCI accepts appointment as
         the sole and exclusive world-wide distributor of the Products. Except
         for (a) placement of Cellomics Instruments with Centers of Excellence
         in accordance with Paragraphs 12.2 and 12.3, (b) placement with those
         third parties who are assisting Cellomics in the development of the
         Cell Chip Program, and (c) placement with third parties who are
         collaborating with Cellomics in any research, development or other
         effort (x) beginning with the Effective Date for the ArrayScan Kinetics
         reader, and (y) beginning with the Instrument Appointment Date
         (specified in Paragraph 3.2) for the ArrayScan II reader and the
         Cellomics Store and Screen Software, Cellomics shall not sell, lease,
         rent or otherwise place with or distribute the Products to any third
         party.

3.2      TERM OF APPOINTMENT FOR CELLOMICS INSTRUMENTS - The term of BCI's
         appointment as sole and exclusive distributor of the Cellomics
         Instruments shall begin on the date Cellomics certifies to BCI in
         writing that (a) development of the ArrayScan Kinetics reader and its
         attendant software has been completed, (b) such reader and software


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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         each meets all of the specifications of Exhibit 1.4, and (c) Cellomics
         is fully capable of delivering commercial quantities of such reader
         within ninety (90) days of receipt of a BCI Purchase order (the
         "Instrument Appointment Date"). Unless earlier terminated in accordance
         with the provisions of this Agreement, BCI's appointment pursuant to
         Paragraph 3.1 shall continue for the term of this Agreement.

3.3      APPOINTMENT OF BCI FOR CELLOMICS KITS AND CELLOMICS REAGENTS -
         Beginning with the Instrument Appointment Date Cellomics appoints BCI
         and BCI accepts appointment described in Paragraph 3.1 as commission
         sales representative and the co-exclusive seller (with Cellomics) of
         Cellomics Kits and Cellomics Reagents for the territory comprising the
         United States, Canada, those countries specified in attached Exhibit
         2.4 and Japan (but Japan only if BCI is at such time a commission sales
         representative for Japan). Cellomics agrees that (a) , except for sales
         to customers identified by BCI in BCI's capacity as a commission sales
         representative under supply agreements between Cellomics and such
         customers ("BCI Kit Customers"), Cellomics shall only sell, distribute
         or otherwise place Cellomics Kits and Cellomics Reagents with third
         parties [*] and shall sell such Kits and Reagents in accordance with
         the schedule in Exhibit 3.3, (b) it shall sell Cellomics Kits and
         Cellomics Reagents to BCI Kit Customers at the discounts from Cellomics
         then prevailing list price specified in attached Exhibit 3.3, (c) it
         shall directly ship Cellomics Kits and Cellomics Reagents to BCI Kit
         Customers, (d) it may sell Cellomics Kits and Cellomics Reagents to
         original equipment manufacturers (OEM's) for use with non-automated
         microscopes and similar non-automated equipment manufactured by such
         OEM's and (e) it shall pay commissions to BCI for all sales of
         Cellomics Kits and Cellomics Reagents by Cellomics to Cellomics
         customers and to BCI Kit Customers in accordance with the schedule in
         attached Exhibit 3.3. BCI's foregoing appointment shall, unless earlier
         terminated in accordance with the terms of this Agreement, BCI continue
         for the term of this Agreement.

         3.3.1    Notwithstanding the foregoing BCI and Cellomics agree, not
                  later than the first anniversary of the Instrument Appointment
                  Date, to reevaluate in good faith the commissions paid to BCI
                  under Exhibit 3.3.

3.4      MANUFACTURE AND SALE - Cellomics agrees to and shall manufacture, sell
         and deliver to BCI and BCI agrees to and shall purchase and take from
         Cellomics such quantities of the Products and spare parts therefor as
         BCI may order in accordance with this Agreement.



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."

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<PAGE>   10


3.5      SHIPMENT TERMS - The Products and all spare parts are sold FOB
         Cellomics facility in Pittsburgh, Pennsylvania. Subject to Paragraph
         3.10.1 and the remainder of this Paragraph, BCI shall pay all freight
         and insurance costs from such Cellomics facility to the destination of
         the Product specified in the BCI Purchase Order. BCI shall have the
         right to bill the customer for freight, insurance, duty, custom broker
         fees and expenses, taxes, handling and similar charges and expenses.
         Cellomics shall, upon written request from BCI, ship an ordered Product
         directly to BCI's customer. Cellomics shall, upon written request from
         BCI, prepay the cost of freight and insurance to ship an ordered
         Product to the BCI designated destination and add such cost to the
         invoice for such Product. Title to and risk of loss of the Products
         shall pass to BCI at the Cellomics facility upon delivery by Cellomics
         to the BCI designated carrier.

3.6      SPECIFICATIONS - Each of the Products ordered hereunder shall conform
         to the specifications of Exhibit 1.4. Each of the Cellomics Kits
         ordered hereunder shall conform to the specifications of Exhibit 1.5

3.7      WARRANTY SERVICE - Subject to the remainder of this Paragraph, BCI
         shall provide each third party customer purchasing, leasing, renting or
         otherwise accepting a Product from BCI a warranty in the form of the
         Cellomics Warranty which is included on Exhibit 3.7A and against
         defects in materials or workmanship. BCI shall be responsible for
         performing warranty service in accordance with the preceding sentence
         for the Cellomics Instruments ordered by BCI under this Agreement.
         Cellomics shall be responsible for and shall promptly perform the
         warranty service on the Cellomics Store and Screen Software ordered by
         BCI under this Agreement. Cellomics shall provide, at no cost or
         expense to BCI (including freight, insurance and custom duties and
         expenses to the destination designated by BCI), all replacement parts
         required by BCI in performing such warranty services or preventive
         maintenance associated therewith on Cellomics Instruments. Cellomics
         shall maintain a sufficient inventory of parts at sites designated by
         BCI to provide a twenty-four (24) hour response time for routine and
         expected repairs and a forty eight (48) hour response time on major or
         unanticipated repairs. Cellomics shall also reimburse BCI at BCI's then
         standard rates (which the parties understand and agree may be increased
         from time to time by BCI) for the time spent and expenses incurred by
         BCI service personnel in performing such warranty repairs and
         preventive maintenance on



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         Cellomics Instruments and in traveling to and from the service
         personnel's home office to the customer requesting such warranty
         service or preventive maintenance.

3.8      CELLOMICS' RESPONSIBILITIES - The specific duties and responsibilities
         of Cellomics during the term that BCI is the sole and exclusive
         distributor of the Cellomics Instruments are specified in attached
         Exhibit 2.3.

3.9      PURCHASE PRICE - Subject to the remainder of this Paragraph, the
         purchase price to BCI of the Products are those shown in attached
         Exhibit 3.9A. As further described on Exhibit 3.9B for each individual
         transaction between BCI and a third party customer of a Product where
         the Net Selling Price (as that term is hereafter defined) of such
         Product differs from Cellomics then established list price for such
         Product by more [*] an adjustment will be paid. The adjustment will be
         paid (a) to BCI, where such Net Selling Price is more than [*] lower
         than List Price, or (b) to Cellomics where such Net Selling Price is
         more than [*] higher than such List Price. The amount of each such
         adjustment shall be [*] of the difference between the Net Selling Price
         and the List Price for each such transaction made by BCI in such
         calendar quarter. Solely for purposes of this calculation in no event
         shall the net selling price be treated as being less than [*] of the
         then current List Price. The aggregate of such adjustments will be
         calculated and the net amount paid to the party owed within thirty (30)
         days of the end of each calendar quarter. For purposes of this
         Paragraph 3.9,


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   12


         Net Selling Price shall mean the gross amount of all monies received by
         BCI from the sale of the Product less the sum of the following: (a)
         trade, quantity, early payment and cash discounts actually allowed and
         taken, (b) credits and allowances actually given for returned or
         rejected goods, (c) freight, special handling or crating charges,
         transportation insurance, custom duties and custom broker's fees and
         expenses, and (d) value-added, sales, excise, use or turnover taxes.

         3.9.1    The purchase price to BCI for replacement parts to be used by
                  BCI for non-warranty repairs and preventive maintenance shall
                  be Cellomics [*].

3.10     PURCHASE ORDERS AND MINIMUM ORDER TIME - FORECASTS - BCI shall,
         promptly after the Instrument Appointment Date, provide Cellomics with
         a written forecast of the quantity of each Product which BCI
         anticipates it will purchase from Cellomics during each of the next
         twelve (12) months. A BCI Purchase Order for the total quantity, if
         any, of each Product BCI desires to purchase in the initial three (3)
         months of such forecast shall accompany the forecast. The remaining
         months of the forecast shall be BCI's commercially reasonable estimate
         of its requirements for such Products during such period. The forecast
         shall not be binding on either party and shall be used for planning
         purposes only.

         3.10.1   BCI shall, within ten (10) days of the end of each month
                  thereafter, send Cellomics a revised twelve (12) month
                  forecast. BCI shall include with each revised forecast a
                  Purchase Order for the quantities, if any, of each Product
                  specified in month three (3) thereof. The remaining nine (9)
                  months of the revised forecast shall be BCI's commercially
                  reasonable estimate of its requirements for such Products
                  during such period. The revised forecasts shall not be binding
                  on either party and shall be used for planning purposes only.

         3.10.2   Notwithstanding Paragraphs 3.10 and 3.10.1, Cellomics shall
                  not ship Products, including those Products manufactured
                  pursuant to the Purchase Orders of such Paragraphs to BCI. For
                  the avoidance of doubt, all Products ordered under this
                  Agreement shall be shipped directly to BCI customers
                  designated by BCI, either pursuant to each Purchase Orders or
                  subsequent thereto if the designation on such Purchase Order
                  is to manufacture and hold pending instructions from BCI.
                  Cellomics shall not invoice BCI for Products manufactured
                  under this Agreement until such



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   13


                  Products have been shipped to a BCI designated customer.

                  BCI may from time to time present BCI Purchase Orders to
                  Cellomics for Products and spare parts therefore. Cellomics
                  shall accept each such Purchase Order and deliver the quantity
                  of each Product and spare part specified therein; provided
                  that, Cellomics shall only be required to deliver, within the
                  ninety (90) days specified in the next sentence of this
                  Paragraph, that quantity of each such Product which is within
                  [*] of the quantity specified for such Product in the forecast
                  submitted by BCI to Cellomics at least three (3) months in
                  advance of such Purchase Order and the remaining quantity of
                  such Product may be delivered in one hundred and eighty (180)
                  days from receipt of such Purchase Order by Cellomics. Each
                  BCI Purchase Order shall not require delivery of (a) the
                  specified Product in less than ninety (90) days from receipt
                  of such Purchase order, and (b) the specified spare parts in
                  not more than one (1) day from receipt of such Purchase Order.
                  Cellomics accepts that time is of the essence in its
                  performance under any BCI Purchase Order and, as such, subject
                  only to the limitation of the preceding sentence, it shall
                  deliver the Products and spare parts on the date specified in
                  such BCI Purchase Order.

         3.10.3.  Cellomics shall promptly communicate to BCI any anticipated
                  delays in delivery under any BCI Purchase Order so that
                  special shipping arrangements may be made. Cellomics will be
                  responsible for the charges associated with or resulting from
                  special shipping arrangements for late deliveries.



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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3.11     PAYMENT TERMS - BCI shall pay each Cellomics invoice for Products
         within [*] of the later of: (a) receipt of the invoice, or (b) receipt
         of the Products referenced on such invoice by (i) BCI or (ii) the BCI
         customer in the case of drop-shipping by Cellomics directly to BCI's
         customer.

3.12     WARRANTY - Cellomics warrants the Products in accordance with the terms
         of Exhibit 3.7A. Cellomics shall promptly repair or replace any
         Products or the parts thereof which fail to conform to the foregoing
         warranty without cost or expense therefor to BCI including shipping
         charges to return defective Products or parts to Cellomics and to ship
         replacement Products from Cellomics to BCI or its customer.

3.13     QUALITY TESTING - Cellomics shall, prior to any shipment of a Product
         sold hereunder, perform on such Product each of the quality tests
         specified in attached Exhibit 3.13. The Cellomics invoice for each
         shipment of a Product shall have attached thereto a certificate signed
         by an authorized representative of Cellomics attesting to the
         performance of such testing and giving the results thereof.

3.14     PRODUCT PROBLEMS - Cellomics shall promptly communicate to BCI all
         information which comes to its attention pertaining to the performance
         of the Products and Cellomics Kits or product anomalies or stability
         problems relative thereto. BCI shall promptly inform Cellomics of
         similar problems which come to its attention. Cellomics shall promptly
         investigate and regularly report back to BCI on its actions
         contemplated and taken to resolve all such problems.

3.15     PRODUCT CORRECTIVE ACTION - BCI shall be responsible for, coordinate
         and conduct any corrective action required for Products sold hereunder
         to its customers. Cellomics shall be responsible to the extent of its
         warranty contained in Exhibit 3.7A. Notwithstanding the foregoing for
         latent design or manufacturing defects, Cellomics, at its expense, will
         for a period of two (2) years following the earlier of delivery of the
         Product to BCI or its customer at Cellomics' option either repair or
         replace such Product. Notwithstanding the preceding two sentences
         Cellomics will, for the life



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


                                       14
<PAGE>   15


         of the Product, at its sole cost and expense and at its option, repair
         or replace Products shown to have a material safety hazard.

3.16     PURCHASE AND SALE FORMS - Except as otherwise mutually agreed in
         writing signed by both parties, any terms and conditions on either a
         BCI Purchase Order or a Cellomics Order Acknowledgement or any other
         document relating to the purchase, sale or transfer of Products between
         the parties which are in conflict with any of the terms of this
         Agreement shall be null and void and without legal effect.

3.17     IMPROVEMENTS - Cellomics shall promptly disclose to BCI any
         improvements to, or applicable to, the Products and shall offer such
         improvements to BCI. The parties will mutually agree on the phase in
         dates for such improvements.

3.18     TECHNICAL LITERATURE AND MARKETING ASSISTANCE - Cellomics shall supply
         BCI with copies of all current and hereafter developed published
         technical literature relative to the Products and BCI acknowledges and
         agrees that such published technical literature is the sole property of
         Cellomics. Subject to the proviso hereafter and only during the term of
         this Agreement, BCI at its sole expense may freely copy such
         literature, in whole or in part, without royalty or payment to
         Cellomics therefor and may use such copies solely in conjunction with
         its sale and customer support of Products; provided that BCI shall not
         make any claims for the performance of the Products unless such claims
         appear in the Cellomics' literature or have been otherwise authorized
         in writing by Cellomics' nor shall BCI change the published technical
         literature describing specifications for the Products without the prior
         written approval of Cellomics. The parties agree to work together to
         develop a mutually agreeable marketing plan and a mutually agreeable
         arrangement to share the costs of such marketing plan.





                                       15
<PAGE>   16


3.19     CUSTOMER ASSISTANCE - BCI shall be the first interface in responding to
         inquiries from its direct customers regarding the specifications and
         performance of the Products. BCI may, from time to time, call upon
         Cellomics and seek its expertise and knowledge of the Products in
         formulating answers for such BCI customer questions. Cellomics shall
         provide such assistance to BCI. Cellomics shall, at the request of BCI,
         communicate directly with BCI's customers having questions about or
         problems with the Products.

3.20     PROGRAM MANAGER - Each party shall appoint a program manager (each a
         "Program Manager") who, except for notices under Article 10.0, shall be
         the source of all communications from, and the addressee of all
         communications to, such party relative to the actions, rights,
         obligations, duties and objectives of such party under this Agreement.
         The Program Managers shall meet from time to time, not less than each
         calendar quarter, to discuss each party's performance under this
         Agreement, consult and agree on the joint decisions required under this
         Agreement and to the extent possible resolve any differences between
         the parties.

3.21     HOLD HARMLESS - Subject to the next sentence, Cellomics agrees to and
         shall defend, indemnify and hold BCI, its employees, agents and
         officers harmless, including professional fees necessary to consider,
         advise and defend, from and against any suit or proceeding alleging
         injury to persons, including death, or property and any liability,
         damages or penalties awarded or agreed to therein and resulting from or
         arising out of the possession or use of the Products. Notwithstanding
         the foregoing, in the event a court, mediator, arbitrator or mutual
         agreement between BCI and Cellomics in a final decision from which no
         appeal has or can be taken determines that a portion of such liability,
         damages or penalties as relate to injuries to property or persons,
         including death, are caused by the negligence, or willful misconduct of
         BCI, its employees, agents or officers BCI shall reimburse Cellomics
         for that portion of the cost of attorneys engaged by Cellomics to
         defend BCI and Cellomics and for that portion of the damages awarded
         which are attributed by the determination to BCI's negligence or
         willful misconduct. Until such determination Cellomics shall defend BCI
         with counsel chosen by Cellomics, but reasonably acceptable to BCI and
         Cellomics shall control the



                                       16
<PAGE>   17


         course and conduct of such litigation; provided that Cellomics shall
         not settle or otherwise compromise any litigation wherein BCI is a
         named defendant without the prior written consent of BCI which consent
         shall not be unreasonably withheld.

         3.21.1   Cellomics represents and warrants that there are no pending
                  lawsuits, and that it is not aware of any threats of lawsuits
                  against Cellomics, alleging, inter alia, product liability,
                  breach of warranty, patent infringement or theft of trade
                  secret relative to its manufacture, sale or use of the
                  Products being sold or under development as of the Effective
                  Date.

3.22     INSURANCE - Cellomics shall, at all times during the term of this
         Agreement, purchase and maintain, comprehensive general liability
         insurance including products liability, contractual liability and broad
         form property damage and excluding patent infringement coverage. The
         combined single limits of insurance shall be not less than Five Million
         Dollars ($5,000,000).

         Such insurance shall also require thirty (30) days prior written notice
         of cancellation or material change in coverage. Such insurance shall
         provide that it is primary without right of contribution from any other
         insurance which might otherwise be available to the insured party and
         provide that in the event of loss payment under a policy the insurer
         shall waive any set-off or counterclaim or any other deduction whether
         by attachment or otherwise as respects the activities under this
         Agreement unless attributed to BCI's negligence or willful misconduct
         under Paragraph 3.21.

         3.22.1   Cellomics shall, at all times during the term of this
                  Agreement, purchase and maintain commercially reasonable
                  Property and Business Interruption insurance in an amount not
                  less than $5,000,000. The proceeds received on a claim filed
                  against such insurance shall be used by Cellomics to
                  reestablish Cellomics' business in the event of any covered
                  interruption. Cellomics represents and warrants that in the
                  event of any covered interruption, it shall use its reasonable
                  efforts to reestablish its business and resume shipment of
                  Products to BCI as quickly as possible.



                                       17
<PAGE>   18


3.23     THIRD PARTY PATENTS - Cellomics agrees to and shall defend, indemnify
         and hold BCI and its customers harmless, including attorneys' fees
         necessary to consider, advise and defend, from and against any suit,
         proceeding, claim or loss and any damages or penalties awarded or
         agreed to therein so far as such suit or proceeding is based upon an
         assertion that the use or sale of Products purchased under this
         Agreement constitutes an infringement of any Letters Patent or the
         unauthorized use of any third party trade secret. If any Products are,
         in such suit or proceeding, held to infringe or use such trade secret
         and their further use or sale is enjoined, Cellomics shall, at it sole
         cost and expense use reasonable efforts to, at its sole option either:
         (1) procure for BCI and its direct and indirect customers, the right to
         continue using and selling such Products, (2) replace the same with a
         non-infringing equivalent, (3) modify such Products so that they become
         non-infringing or do not use the unauthorized trade secret, or (4)
         accept return of the Product and grant customer a refund thereon based
         on the price actually paid less a reasonable allowance for use, damage
         or obsolescence. Cellomics shall defend any such litigation wherein BCI
         is a named defendant with counsel of its choosing, provided that such
         counsel is acceptable to BCI in its reasonable discretion. Cellomics
         shall direct the course and conduct of any such litigation, including
         the settlement thereof, provided that Cellomics shall not settle or
         otherwise compromise any such litigation wherein BCI is a named
         defendant without the prior written approval of BCI which approval
         shall not be unreasonably withheld.




                                       18
<PAGE>   19


3.24     HIRING OF EMPLOYEES - BCI may, with Cellomics prior written approval at
         any time after the Instrument Appointment Date, offer employment to and
         employ any Cellomics field technical support or sales or service
         person. No consideration or compensation shall be provided to Cellomics
         by reason of such offer of employment or employment. Cellomics may,
         with BCI's prior written approval, at any time after the Instrument
         Appointment Date, offer employment to and employ any BCI field
         technical support or sales or service person. No consideration or
         compensation shall be provided to BCI by reason of such offer of
         employment or employment.

3.25     SERVICE AGREEMENTS - BCI shall, promptly after the Instrument
         Appointment Date, offer service agreements to each third party who has
         acquired an ArrayScan II reader from Cellomics prior to such date or
         who acquires a Cellomics Instrument from BCI after such date. Such
         agreements shall be offered under the same terms and conditions and at
         the same rates as BCI then offers to its customers of BCI products. BCI
         may, from time to time, change the terms, conditions and rates for
         servicing Cellomics Instruments so long as the new terms, conditions
         and rates are the same as those then being offered to acquirors of BCI
         products. Cellomics shall, as contemporaneously with the Instrument
         Appointment Date as is reasonable under the circumstances, provide BCI
         with the names and addresses of each third party who has, to that date,
         acquired an ArrayScan II reader including the name of the principal
         contact at such third party who should be the addressee of BCI's offer
         of a service agreement.

                     4.0 TERM AND TERMINATION OF AGREEMENT

4.1      TERM - Subject to the remainder of this Paragraph, the term of this
         Agreement shall begin on the Effective Date and, subject to the next
         sentence hereof, unless terminated in accordance with Paragraph 4.2 or
         4.3, shall terminate on the tenth (10th) anniversary thereof (the
         "Initial Term"). Notwithstanding the preceding sentence, this Agreement
         shall automatically, without action or notice of the parties be
         automatically renewed from year to year after the Initial Term unless
         at least six (6) months prior to such tenth (10th) anniversary or any
         anniversary thereafter either party gives the other



                                       19
<PAGE>   20


         party written notice of its intent to terminate effective as of such
         tenth (10th) or subsequent anniversary.

         4.1.1    Notwithstanding anything in Paragraph 4.1 or this Agreement to
                  the contrary, Cellomics shall (a) continue to sell and deliver
                  to BCI customers Cellomics Kits and Cellomics Reagents, and
                  (b) shall sell and deliver to BCI (i) spare parts for the
                  Cellomics Instruments ordered or otherwise placed by BCI under
                  this Agreement and (ii)such components of the Cell Chip System
                  sold to BCI under the agreement negotiated and signed in
                  accordance with Paragraph 9.4.1, in each case, as BCI may
                  order for five (5) years after the last in time to occur of
                  (x) the purchase by BCI under this Agreement of a Cellomics
                  Instrument or (y) the purchase by BCI of such components of a
                  Cell Chip System. The prices for the spare parts for the
                  Cellomics Instruments shall be those set forth in Paragraph
                  3.9.1 of this Agreement and the prices for the components of
                  the Cell Chip System shall be those set forth in the agreement
                  negotiated in accordance with Paragraph 9.4.1. The obligations
                  of this Paragraph 4.1.1 shall survive the term and any
                  termination of this Agreement as if they were contained in
                  independent agreements having the term of the first sentence
                  hereof.

4.2      TERM OF EXCLUSIVITY - Attached hereto as Exhibit 4.2 is a table
         specifying the target number of Cellomics Instruments the parties agree
         BCI must acquire in each of the first two (2) years (each an "Agreement
         Year") commencing with the Instrument Appointment Date to maintain the
         designation as the sole and exclusive distributor of the Products in
         the countries specified in Paragraph 2.4. The parties shall meet not
         later than thirty (30) days after the end of each calendar quarter to
         assess sales of Cellomics Instruments. The parties agree that Cellomics
         shall participate in BCI sales and planning meetings as they relate to
         sales of Cellomics Instruments. Subject to the proviso hereafter, the
         target number of Cellomics Instruments to be acquired in years three
         (3), four (4) and five (5) to maintain the right in BCI to be the sole
         and exclusive distributor of the Products in the countries designated
         in Paragraph 2.4 will be determined by mutual agreement of the parties
         not later than the second anniversary of the Instrument Appointment
         Date and reviewed annually prior to each subsequent



                                       20
<PAGE>   21


         anniversary of the Instrument Appointment Date. If BCI acquires at
         least the target number of Cellomics Instruments specified for an
         Agreement Year, then BCI shall continue as the sole and exclusive
         distributor of the Products for the next Agreement Year. If BCI does
         not acquire at least the target number of Cellomics Instruments
         specified for an Agreement Year, then Cellomics may, at its option,
         terminate BCI's right to acquire Cellomics Products from Cellomics on
         twelve (12) months prior written notice. Cellomics shall exercise such
         option not later than thirty (30) days after the end of an Agreement
         year wherein BCI did not acquire the target number of Cellomics
         Instruments. During such twelve (12) month period BCI shall be a
         co-exclusive distributor of the Cellomics Products and Cellomics may
         distribute the Cellomics Products on its own or through its nominee. If
         Cellomics fails to exercise such option within such thirty (30) days,
         then such option for such Agreement Year shall terminate and BCI shall
         continue as the sole and exclusive distributor of the Products.
         Termination of BCI's right to acquire Cellomics Instruments shall be
         Cellomics sole and exclusive remedy under this Agreement for such
         shortfall. For the avoidance of doubt, in the event Cellomics elects to
         terminate BCI's right to acquire Cellomics Instruments in accordance
         with this Paragraph, Cellomics shall continue to supply BCI, under the
         terms of this Agreement with spare parts for the Cellomics Instruments
         for not less than the term of Paragraph 4.1.1 and this Agreement shall
         otherwise remain in full force and effect.

         4.2.1    Not later than the fourth anniversary of the Instrument
                  Appointment Date and on each subsequent annual anniversary
                  thereof, the parties shall agree on the number of Cellomics
                  Instruments which BCI must acquire in each of the five (5)
                  years commencing with the fifth anniversary of such Instrument
                  Appointment Date in order for BCI to maintain the designation
                  as the sole and exclusive distributor of the Products. If BCI
                  has either acquired the target quantity of Cellomics
                  Instruments in each of the ten (10) years beginning with the
                  Instrument Appointment Date or Cellomics has elected not to
                  exercise its rights in any year or years where there is a
                  shortfall, then BCI may, at its option, remain as the sole and
                  exclusive distributor of the Products for the remainder of the
                  term of this Agreement.



                                       21
<PAGE>   22


4.3      TERMINATION BY BCI -Subject to the remainder of this Paragraph 4.3, BCI
         may terminate its distribution of the Cellomics Instruments at any time
         during the Initial Term by twelve (12) months prior written notice to
         Cellomics ( the "BCI Notice"). . For the twelve (12) months after the
         sending of the BCI Notice, BCI shall be a co-exclusive distributor with
         Cellomics of the Cellomics Products and Cellomics may also sell such
         Products on its own or through its nominee. Termination of BCI's right
         to acquire and distribute Cellomics Instruments shall not terminate
         BCI's right to acquire from Cellomics and resell spare parts for
         Cellomics Instruments at the prices of Paragraph 3.9.1 for the term of
         Paragraph 4.1.1 and this Agreement shall otherwise remain in full force
         and effect.

4.4      Subject to Paragraph 8.3, either party to this Agreement may
         immediately terminate this Agreement in the event the other party
         commits a material breach of the terms hereof or fails to make payments
         to the other party or fails to make contributions of property to
         Centers of Excellence when required and such material breach, failure
         to pay or failure to contribute has not been cured within ninety (90)
         days of receiving written notice from the other party of such material
         breach or failure to pay or contribute.


                            5.0 LOAN OF INSTRUMENTS

5.1      LOAN OF INSTRUMENT - BCI shall, promptly after the Effective Date loan
         Cellomics a Biomek 2K pipettor-diluter instrument. BCI shall, promptly
         after the Instrument Appointment Date, loan Cellomics, at BCI's option,
         either a Biomek FX pipettor-diluter instrument or a Core System
         automation platform. Cellomics shall, promptly after the Instrument
         Appointment Date loan to BCI an ArrayScan Kinetics reader and
         prototypes of each of the other components of the Cell Chip Program as
         such prototype components become available. The Biomek 2K, Biomek FX,
         Core System, ArrayScan Kinetics reader and other components are the
         "Loaned Instruments". At the option of the party owning each Loaned
         Instrument, such Loaned Instruments may be new or used.



                                       22
<PAGE>   23


5.2      TRAINING - The party owning the Loaned Instruments will provide
         training on the Loaned Instrument at no cost to the other party for up
         to two (2) operators of such other party. Such other party shall pay
         for the transportation, room, board and other travel related expenses
         of its designated operators.

5.3      INSURANCE FOR LOANED INSTRUMENTS - The party borrowing each Loaned
         Instrument shall, at its cost, insure such Loaned Instruments for their
         full replacement value against all risks of loss or damage. The policy
         shall (a) name the party owning the Loaned Instrument as the payee in
         the event of loss or damage to the Loaned Instrument, (b) require
         thirty (30) days prior written notice to such owning party of
         cancellation or material change in coverage, (c) provide that such
         insurance is primary without right of contribution from any other
         insurance which might otherwise be available to the owning party, and
         (d) provide that in the event of any loss payment the insurer waives
         any right of subrogation and any set-off, counter-claim or any other
         deduction whether by attachment or otherwise as respects the activities
         under this or any other agreement between the parties.

5.4      SERVICE - The party borrowing the Loaned Instrument shall, at it sole
         cost, be responsible for the maintenance, repair and service of the
         Loaned Instruments. Concurrently with the signing of this Agreement and
         on each anniversary thereof, Cellomics shall enter into an exclusive
         service contract with BCI, at BCI's then prevailing prices and terms,
         for the maintenance, service and repair of the Loaned Instruments
         loaned to Cellomics.

5.5      USE OF LOANED INSTRUMENTS - Cellomics represents and warrants that it
         shall use the Loaned Instruments in its possession solely for methods
         and application development of Cellomics Instruments and Cellomics Kits
         under this Agreement and for the development of products intended by
         mutual agreement of the parties to be included within this Agreement.
         BCI represents and warrants that it shall use the Loaned Instruments in
         its possession solely for development of automation of the Cell Chip
         Program. Each party borrowing a Loaned Instrument further represents
         and warrants that the Loaned Instruments shall not be moved from such
         party's


                                       23
<PAGE>   24


         above identified facility without the express written approval of the
         party owning the Loaned Instrument. Each party borrowing a Loan
         Instrument shall maintain the Loaned Instruments in good operating
         condition and shall use them only in accordance with the owning party's
         published procedures and recommendations. Except as may be necessary to
         accomplish automation of the Cell Chip Program in accordance with
         Paragraph 9.2.1, the party borrowing a Loaned Instrument shall not make
         any alterations or modifications to such Loaned Instruments.

5.6      PROPERTY IN LOANED INSTRUMENTS - Each party borrowing a Loaned
         Instrument agrees that the Loaned Instruments shall at all times be and
         remain the sole and exclusive property of the lending party; provided
         that the borrowing party hereunder shall have the sole right during the
         term of this Agreement to the use and possession of the Loaned
         Instrument for the limited purpose of Paragraph 5.5. Each party shall,
         at the request of the owner thereof, fix and maintain labels indicating
         such ownership of the Loaned Instrument. The party borrowing a Loaned
         Instrument shall also assist the owner thereof in the preparation,
         signing and filing of UCC-1 forms and other documents such owner may
         reasonably request to establish and give notice of such ownership of
         the Loaned Instrument. The party borrowing the Loaned Instrument shall
         not mortgage or pledge the Loaned Instrument nor permit any third party
         to attach or maintain a lien thereon.

5.7      RETURN OF LOANED INSTRUMENTS - On termination of this Agreement, or
         such other date as the parties may agree, the party borrowing the
         Loaned Instrument shall deliver such Loaned Instrument to its owner, at
         such borrowing party's facility. The Loaned Instrument at delivery to
         its owner will be in the same condition it was when received by the
         borrowing party, reasonable wear and tear excepted. The borrowing party
         shall also permit access to such facility to the owner's employees or
         agents to crate the Loaned Instrument and effect its removal.





                                       24
<PAGE>   25


5.8      REPRESENTATIONS AND WARRANTIES - Other than warranty of title and good
         working order, the owner of a Loaned Instrument makes no
         representations or warranties, express or implied, with respect to such
         Loaned Instrument and none shall be created whether under the Uniform
         Commercial Code, custom, practice or the course of dealings between the
         parties.

5.9      HOLD HARMLESS - Subject to the next sentence hereof, each party
         borrowing a Loaned Instrument agrees to and shall defend and hold the
         owner harmless (including attorneys' fees to consider, advise and
         defend the owner, court costs and any award of damages) from and
         against any claim, liability or suit alleging injury to persons,
         including death, or property and arising out of the borrowing party's
         possession or use of the Loaned Instruments. Notwithstanding the
         preceding sentence, in the event a claim, liability or suit alleging
         injury to property or persons, including death, which a court,
         mediator, arbitrator or mutual agreement between BCI and Cellomics in a
         final decision from which no appeal has or can be taken determines that
         a portion of such liability, damages or penalties as relate to injuries
         to property or persons, including death, are caused by the negligence,
         or willful misconduct of the owning party, its employees, agents or
         officers, the owning party shall reimburse the borrowing party for that
         portion of the cost of attorneys engaged by the borrowing party to
         defend the owning party and borrowing party and for that portion of the
         damages awarded which are attributed by the determination to the owning
         party's negligence or willful misconduct. Until such determination the
         borrowing party shall defend the owning party with counsel chosen by
         the borrowing party, but reasonably acceptable to the owning party, and
         the borrowing party shall control the course and conduct of such
         litigation; provided that the borrowing party shall not settle or
         otherwise compromise any litigation wherein the owning party is a named
         defendant without the prior written consent of the owning party which
         consent shall not be unreasonably withheld.



                                       25
<PAGE>   26


5.10     LICENSE TO COMPUTER SOFTWARE - All computer software and/or programs,
         (meter boards) and accessories (regardless of storage media) provided
         with or in the Loaned Instruments and/or provided by the owner of the
         Loaned Instrument from time to time during the term of this Agreement
         (jointly and severally the "Software") and all copies of the Software
         shall at all times be and remain the sole and exclusive property of
         such owner. The owner grants the borrowing party a limited
         non-exclusive license to use the Software only in the operation of the
         Loaned Instruments. The party borrowing the Loaned Instrument, by the
         signature of its duly authorized representative below, acknowledges
         that: (i) it shall use the Software only in accordance with the limited
         license granted by the owner of the Loaned Instrument, (ii) it shall
         not copy nor knowingly permit others to copy the Software, except as
         may be necessary under Paragraph 9.2; (iii) it shall not decompose,
         reverse engineer, create derivatives or otherwise modify the Software;
         and (iv) it shall return the Software to such owner on receipt from
         such owner of any improved, enhanced or replacement Software and upon
         termination of this Agreement.

                       6.0 CELLOMICS DISPLAY INSTRUMENTS

6.1      DEMONSTRATION UNITS - BCI shall identify the BCI facilities and vision
         centers ("BCI Locations") at which BCI regularly displays and
         demonstrates BCI products for its customers. BCI shall permit Cellomics
         to display one or more Cellomics Instruments at such BCI Locations
         (each such Cellomics Instrument is a "Display Instrument"). Cellomics
         shall provide and maintain the Display Instruments at such BCI
         Locations without cost or expense to BCI and at Cellomics' sole risk.
         BCI shall, upon reasonable advance notice, permit Cellomics
         representatives and customers access to such BCI Locations to
         demonstrate such Display Instruments.





                                       26
<PAGE>   27


6.2      HOLD HARMLESS - Subject to the next sentence, Cellomics agrees to and
         shall defend, indemnify and hold BCI harmless including professional
         fees to consider, advise and defend from and against any suit or
         proceedings alleging injury to persons, including death, or property
         and any liability, damages or penalties awarded or agreed to therein
         and resulting from or arising out of the presence on a BCI Location of
         a Display Instrument or a Cellomics employee or customer.
         Notwithstanding the preceding sentence, in the event a court, mediator,
         arbitrator or mutual agreement between BCI and Cellomics in a final
         decision from which no appeal has or can be taken determines that a
         portion of such liability, damages or penalties as relate to injuries
         to property or persons, including death, are caused by the negligence,
         or willful misconduct of BCI, its employees, agents or officers BCI
         shall reimburse Cellomics for that portion of the cost of attorneys
         engaged by Cellomics to defend BCI and Cellomics and for that portion
         of the damages awarded which are attributed by the determination to
         BCI's negligence or willful misconduct. Until such determination
         Cellomics shall defend BCI with counsel chosen by Cellomics, but
         reasonably acceptable to BCI, and Cellomics may control the course and
         conduct of such litigation; provided that Cellomics shall not settle or
         otherwise compromise any litigation wherein BCI is a named defendant
         without the prior written consent of BCI which shall not be
         unreasonably withheld.

                             7.0 CELLOMICS SOFTWARE

7.1      OPTION TO BCI - The parties understand, acknowledge and agree that
         Cellomics may develop with and for Carl Zeiss Jena GmbH ("Zeiss") a
         High Throughput Screening version of the Cellomics Store and Screen
         Software (respectively the "HTSSS Software" and the "Zeiss Project").
         Subject to the right of Cellomics to continue the Zeiss Project and for
         Cellomics to continue to utilize HTSSS Software for its own internal
         research, development and data generation, Cellomics hereby grants to
         BCI and BCI accepts an exclusive non-cancelable right and option to
         acquire an exclusive, world-wide, royalty-bearing right and license to
         the HTSSS Software for the field of High Throughput Screening (the
         "Field"). The term of such option shall be six (6) months from the
         Effective Date.



                                       27
<PAGE>   28


         7.1.1    BCI shall, by written notice to Cellomics, transmitted in
                  accordance with Article 17.0 at any time during the foregoing
                  option period, automatically have an exclusive, world-wide,
                  perpetual right and license to the HTSSS Software for the
                  Field. For the avoidance of doubt, the foregoing license to
                  BCI shall survive the term or any termination of this
                  Agreement as if it were the subject of a separate and
                  independent agreement with a perpetual term. The license shall
                  permit BCI only in the Field to add to the HTSSS Software new
                  or additional software only by making thereto additions which
                  adapt the HTSSS Software in the Field and which do not require
                  BCI to have access to the HTSSS Software source code. Except
                  as expressly permitted by the preceding sentence, BCI agrees
                  not to create derivatives of or otherwise modify the HTSSS
                  Software. BCI further agrees not to decompile or reverse
                  engineer the HTSSS Software.

7.2      CONVERSION OF HTSSS SOFTWARE TO THE FIELD - BCI may request Cellomics
         to develop the HTSSS Software for use in the Field at the sole cost and
         expense of BCI. Cellomics shall, upon receipt of such request, promptly
         prepare a detailed scope of work, including critical milestones, a
         schedule for time to completion of each of the critical milestones and
         the entire scope of work, and the cost to BCI for such completion. The
         parties agree to and shall negotiate in good faith such scope of work,
         milestones, schedule, the cost to BCI for completion of such scope of
         work in accordance with such schedule and other terms and conditions
         for the performance of such work. If BCI elects to nominate Cellomics
         as the developer of the HTSSS Software for the Field and the parties
         sign an agreement to that effect, Cellomics will use reasonable
         commercial efforts to complete the agreed scope of work in the agreed
         time for the agreed amount. Cellomics shall not supply to any other
         party nor use for its own internal purposes nor use on behalf of any
         third party the HTSSS Software developed for BCI.

7.3      ROYALTY TO CELLOMICS - If BCI exercises the option for the license to
         the HTSSS Software in accordance with Paragraph 7.1.1 and develops the
         HTSSS Software for use in the Field, BCI shall pay to Cellomics a
         running royalty for each copy of the



                                       28
<PAGE>   29


         HTSSS Software sold, leased, rented or otherwise distributed by BCI in
         the Field on terms and conditions to be mutually agreed by the parties.

7.4      MAINTENANCE AGREEMENT - If at BCI's request Cellomics develops the
         HTSSS Software for the Field, Cellomics agrees to and shall, without
         further consideration other than the royalty payments of Paragraph 7.3,
         promptly and regularly provide to BCI copies of all modification,
         improvements, refinements and new versions of the HTSSS Software
         ("Improvements"). The Improvements shall be automatically included in
         the license granted to BCI under Paragraph 7.1.1.

                            8.0 COMPETITIVE PRODUCTS

8.1      CELLOMICS NONCOMPETITION- Attached hereto as Exhibit 8.1 is a list of
         manufactured systems and components presently being distributed by
         Cellomics and the list prices thereof. Cellomics represents the
         products in Exhibit 8.1 are the only third party products, goods and
         services being sold, distributed or otherwise represented or promoted
         by Cellomics as of the Effective Date. Cellomics warrants that, except
         for the Cell Chip System it shall not, as long as BCI is the sole and
         exclusive distributor of the Products, sell, distribute or otherwise
         represent or promote any products, goods or services of third parties
         which compete with Cellomics Products other than those in Exhibit 8.1 .
         In addition, if and only if BCI has accepted the appointment under
         Paragraph 3.1, then until termination of BCI's appointment to sell
         Cellomics Products by the earlier in time of (a) expiration of this
         Agreement or (b) termination of BCI's right to distribute the Cellomics
         Products under either Paragraph 4.2 or 4.3 , or (c) subject to the
         limitations imposed in Paragraph 8.3, either party terminating this
         Agreement for material breach in accordance with Paragraph 4.4,
         Cellomics agrees that it shall not manufacture, sell, distribute or
         service any product made by Cellomics or any other party which competes
         with the BCI Biomek, Biomek FX or Core System existing on the date of
         such termination. In the event the parties agree to joint research in
         the field of Flow Cytometry pursuant to the terms of Paragraph 11.3,
         then for purposes of this Paragraph 8.1, Cellomics further agrees that
         it will not manufacture, sell, distribute or service any product made
         by Cellomics or any other party which competes with BCI Flow Cytometry
         systems for the same period described in the preceding sentence.



                                       29
<PAGE>   30


8.2      BCI NONCOMPETITION- Subject to the remainder of this Article 8.0, and
         if and only if BCI has accepted the appointment under Paragraph 3.1,
         then until termination of BCI's appointment to sell Cellomics Products
         by the earlier in time of (a) expiration of this Agreement or (b)
         termination of BCI's right to distribute the Cellomics Products under
         either Paragraph 4.2 or 4.3 , or (c) subject to the limitations imposed
         by Paragraph 8.3, either party terminating this Agreement for material
         breach in accordance with Paragraph 4.4, BCI agrees that it shall not
         manufacture, sell, distribute or service any product made by BCI or any
         other party which is substantially the same as the Cellomics Products
         existing on the date of such termination.

8.3      ARBITRATION OF DISPUTED CLAIMS OF BREACH- In the event either party (a
         "First Party") sends the other party a notice of material breach which
         the other party disputes or in the event the other party believes that
         it has cured any material breach alleged by the First Party and such
         First Party disputes such cure then the parties agree to (a) submit the
         disputed issues to arbitration in accordance with Paragraph 19.2 hereof
         solely for the purposes of determining whether a material breach has
         occurred and/or whether a material breach has been cured, and (b) to
         continue in all other respects to honor and comply with all of their
         obligations under this Agreement until the arbitrator makes his final
         determination. In the event that BCI is the party alleged to have
         materially breached this Agreement and the decision of the arbitrator
         confirms that BCI was in material breach for the reasons originally
         alleged by Cellomics in its notice to BCI then BCI agrees that it will
         not, for a period of nine (9) months beginning with the final decision
         of the arbitrator, manufacture, sell, distribute or service any product
         which is substantially the same as a Cellomics Products. Not
         withstanding the foregoing, all other issues arising under this
         paragraph 8.3 will be either litigated or arbitrated in accordance with
         the provisions of article 19 hereof.

8.4      EXCEPTION TO NONCOMPETITION- Notwithstanding anything in this Article
         8.0 or in this Agreement to the contrary, Cellomics expressly agrees
         that any product manufactured or used or sold or distributed by BCI
         which utilizes, incorporates or embodies the [*] or any system or
         instrument that utilizes or incorporates such a product or such
         technology, in whole or in part, does not compete and will not compete
         with and is not substantially the same as any of the Cellomics Products
         or the Cellomics Kits or the Cellomics Reagents or the Cell Chip
         Program or the Cell Chip System or the cell chips or the cell chip
         plates, complete cassettes, cells reagents or the methods for the Cell
         Chip System or any component used in any of the foregoing and BCI may
         manufacture, have manufactured, use, sell, distribute and import any
         such product, instrument, system or component at any time during the
         term of this Agreement and thereafter. [*]


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   31


[*]

[*]


                             9.0 CELL CHIP PROGRAM

9.1      CELL CHIP PROGRAM - Cellomics is presently developing, in conjunction
         with Aclara Biosciences, Inc. ("Aclara"), the microfluidic, cell chip
         based system defined in attached Exhibit 9.1 (the "Cell Chip Program").
         Cellomics shall, promptly after the Full Definition Date (defined in
         Paragraph 9.2 below) provide BCI with a written summary of the
         aggregate external and internal spending by Cellomics, Aclara and any
         other third parties contributing to the Cell Chip Program and who will
         share in the revenues received by Cellomics under the TAP Program
         ("Aggregate Chip Program Expenditures"). Promptly after each calendar
         quarter following the Full Definition Date Cellomics will provide BCI
         with an update of the Aggregate Chip Program Expenditures.

9.2      AUTOMATION AND COMMERCIALIZATION OF THE CELL CHIP - Cellomics shall,
         commencing with promptly after the Effective Date and not less than
         once each calendar quarter thereafter provide the BCI Program Manager
         with a written report of the current state



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   32


         of the design and development of the Cell Chip Program. BCI commits to
         begin on the Effective Date to participate in the specification and
         scoping of the automation required by the Cell Chip Program. Cellomics
         and BCI agree to use commercially reasonable efforts to define,
         evaluate and if appropriate, incorporate any changes to the Cell Chip
         Program suggested by the BCI Program Manager related to automation.
         Cellomics shall promptly after completion of the design and development
         stages of the Cell Chip Program demonstrate to BCI the technical
         feasibility of the Cell Chip Program. Cellomics and BCI shall, promptly
         after such demonstration discuss and mutually agree on answers to the
         following questions: (a) whether or not the parties should actively
         support and cooperate in the development of an automated version of the
         Cell Chip Program (the "Cell Chip System"), (b) whether or not the
         parties should actively support and cooperate in the commercialization
         of the resultant Cell Chip System, (c) if the answer to each of the
         foregoing questions is in the affirmative, in what markets such Cell
         Chip System should be sold, (d) what shall be the definition of types
         of cell chip consumables channels to market and the responsibilities of
         each party, and (e) what the terms and conditions shall be of the Cell
         Chip System distribution arrangement. The point in time at which the
         preceding questions shall have been answered is expected by the parties
         to occur not more than [*] and shall be known as the "Full Definition
         Date." If the parties mutually agree to actively pursue development of
         the Cell Chip System and the sale of such Cell Chip System in markets
         which are of commercial interest to BCI then BCI shall be the developer
         of the automation for such Cell Chip System and, subject to Paragraph
         9.4, shall be the sole and exclusive world-wide distributor of the Cell
         Chip System in all markets.



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."





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<PAGE>   33


         9.2.1    BCI shall, beginning with the Full Definition Date, use
                  reasonable commercial efforts to automate and form a unitary
                  system comprising, the cell chips, the instrument components
                  and processes that comprise the Cell Chip Program. Cellomics
                  shall, promptly after the Full Definition Date and as soon as
                  it becomes available loan BCI a prototype cell chip reader and
                  each of the other components of the Cell Chip Program to be
                  used in or which will form part of the Cell Chip System.
                  Cellomics agrees that it will use reasonable commercial
                  efforts to support BCI's development of such automation and,
                  if milestones acceptable to both parties are being met by BCI,
                  Cellomics will not, independently develop automation
                  instruments, tools, equipment, processes or software for the
                  Cell Chip Program nor will it directly or indirectly, engage,
                  contract with, authorize, work with, cooperate with or
                  encourage any third party to provide automation instruments,
                  tools, equipment, processes or software for the Cell Chip
                  Program.

         9.2.2    If Cellomics desires to automate the Cell Chip Program but BCI
                  elects not to participate and be the developer of the
                  automation for the Cell Chip System then Cellomics may pursue
                  such development with any third party and BCI shall have no
                  further rights under this Agreement to either the Cell Chip
                  Program or any automated version thereof.

         9.2.3    If BCI desires to automate the Cell Chip Program but Cellomics
                  does not desire to pursue such automation or if the parties
                  cannot agree on the market in which to commercialize a Cell
                  Chip System, then [*] (b) BCI may pursue an automated cell
                  chip either on its own or with a third party.

9.3      REPORTS - Each calendar quarter the BCI Program Manager shall provide
         the Cellomics Program Manager with a report of BCI's Cell Chip System
         development



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   34


         activities in the preceding quarter and its plans for the next two
         calendar quarters. Such report shall also include a summary of the
         external and internal spending by BCI on the Cell Chip System to the
         date of such report.

9.4      DISTRIBUTION OF CELL CHIP SYSTEM - If BCI is the sole and exclusive
         distributor of Cellomics Instruments and BCI is the developer of the
         automation for the Cell Chip System, BCI shall be the manufacturer of
         the automation system for the Cell Chip System and the sole and
         exclusive world-wide distributor of the Cell Chip Reader, automation
         and control software and Cell Chip version of the Cellomics Store and
         Screen Software. For the avoidance of doubt, the Cell Chip System to be
         distributed by BCI will include any licenses or rights required
         thereunder from such parties for BCI to make, have made, use and sell
         the Cell Chip System and for BCI's direct and indirect customers to use
         such System, and the automation, instruments, equipment, tools,
         software, and the Cell Chip version of the Cellomics Store and Screen
         processes and methods developed by BCI for the foregoing for and during
         the balance of the term of this Agreement.

         9.4.1    CELL CHIP SYSTEM DISTRIBUTION IN CLINICAL RESEARCH AND IN
                  VITRO DIAGNOSTICS - If BCI is the sole and exclusive
                  distributor of Cellomics Instruments and if BCI is the
                  developer of the automation for the Cell Chip System and if
                  BCI is a distributor of the Cell Chip Reader, automation and
                  control software and Cell Chip version of the Cellomics Store
                  and Screen Software, then in the fields of clinical research
                  and In Vitro Diagnostics, BCI shall have a co-exclusive
                  worldwide right (with Cellomics) to distribute (a) cell chips,
                  cell chip plates, complete cassettes, cell reagents or any
                  other consumable used on or with the Cell Chip System and, (b)
                  any methods for the Cell Chip System, for and during the
                  balance of the term of this Agreement.

         9.4.2    Cellomics and BCI shall, contemporaneously with the Full
                  Definition Date or as soon thereafter as the parties agree is
                  practicable, negotiate in good faith to establish the transfer
                  prices and other terms and conditions for the purchase by BCI
                  of those portions of the Cell Chip Systems which Cellomics



                                       34
<PAGE>   35


                  either manufactures or Cellomics has, through its agreements
                  with Aclara and any other third party, the right to sell. BCI
                  and Cellomics shall sign agreements embodying such prices,
                  terms and conditions at the conclusion of such negotiations.
                  Cellomics further agrees to use its reasonable efforts to
                  assist BCI in establishing relationships with Aclara and any
                  other third party for those portions of the Cell Chip System
                  which Cellomics does not manufacture or have the right to sell
                  and in negotiating agreements and licenses with such parties
                  for such portions.

         9.4.3    Cellomics agrees to and shall grant BCI a [*] licenses under
                  any patents, trade secrets and copyrights owned or Controlled
                  By Cellomics needed to sell the Cell Chip Reader, automation,
                  control software, and Cell Chip System version of the
                  Cellomics Store and Screen Software, including the right and
                  license to grant purchasers of the Cell Chip System from BCI
                  [*] under any intellectual property owned or Controlled By
                  Cellomics and required by users thereof. Cellomics agrees to
                  and shall use its reasonable efforts to assist BCI in
                  obtaining similar rights from [*] and any other party having
                  intellectual property required by said users. The foregoing
                  rights and licenses shall have a term independent of the term
                  of this Agreement. The term "Controlled By" shall mean the
                  right in Cellomics to grant licenses, rights or immunities
                  from suit under the controlled material without regard to
                  whether Cellomics must as a result of such grant report the
                  use of the controlled material by BCI or its customers to a
                  third party or pay consideration to a third party for such use
                  of the controlled material by BCI or its customers.

         9.4.4    Subject to Article 8.0 and Paragraph 9.4.1, Cellomics itself
                  or through agents or other parties shall be the sole developer
                  and distributor of cell chip plates, complete cassettes, cells
                  reagents and methods for the Cell Chip System.


                                10.0 TAP PROGRAM

10.1     TAP PROGRAM - Cellomics is presently developing a marketing plan which
         will enable a limited group of [*] pharmaceutical, independent research
         and other companies to have access to, use of and participation in the
         Cell Chip Program as beta sites for such Program, i.e., prior to
         commercial introduction; the pharmaceutical, independent research and
         other companies will pay Cellomics a licensing fee for such access and
         use and the right to suggest alternatives, improvements and
         modification to the Cell Chip Program (the "TAP Program").



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."

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<PAGE>   36



10.2     [*]



















     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   37


                      11.0 CELL BIOLOGY TECHNOLOGY EXCHANGE

11.1     LICENSES TO CELLOMICS - BCI agrees to and shall grant to Cellomics
         licenses under BCI patents and applications for patent nominated by BCI
         in an Exhibit to be added to this Agreement within sixty (60) days of
         the Effective Date, which patents and applications shall be limited to
         that which are owned or controlled by BCI, (i.e., BCI has the right to
         grant licenses and sublicenses thereunder) and are in existence as of
         the Effective Date. The licenses will be at royalty rates, license fees
         and under such other terms and conditions as may be hereafter
         negotiated and agreed by the parties.

11.2     LICENSES TO BCI - Cellomics agrees to and shall grant to BCI licenses
         under Cellomics patents and applications for patent nominated by
         Cellomics in an Exhibit to be added to this Agreement within sixty (60)
         days of the Effective Date , which patents and applications shall be
         limited to that which are owned or controlled by Cellomics (i.e., under
         which Cellomics has the right to grant licenses or sublicenses) and are
         in existence as of the Effective Date.. The licenses will be at royalty
         rates, license fees and under such other terms and conditions as may be
         hereafter negotiated and agreed by the parties.

11.3     JOINT RESEARCH - The parties shall, within six (6) months after the
         Effective Date, agree on a joint program to define and test the
         applicability of each other's intellectual property in the fields of
         high content drug screening and flow cytometry. Each party shall
         appoint a Program Manager for this effort. The Program managers shall
         be responsible for defining the scope of the joint program, the
         parties' activities under such program and the specific resources of
         each party that will be engaged.

                           12.0 CENTERS OF EXCELLENCE

12.1     ESTABLISHMENT - The parties have agreed to work together to establish
         and contribute to "Cell Technology Centers of Excellence" at
         universities and other not-for-profit research institutions who will
         investigate the cell and cell-based analysis. The parties have further
         agreed to jointly select up to [*] such Centers on which to concentrate
         their joint attention [*] Promptly after the Effective Date the parties
         shall agree on (a) the identity of up to [*] (b) [*] and (c) on the
         charter and research focus for each such Center. Cellomics shall, with
         the advice, guidance and concurrence of BCI, negotiate with each such
         Center on the charter and activities of such Center. Cellomics shall
         use its best efforts to obtain rights for the parties, to be shared
         equally by the parties, to the inventions and discoveries of each such
         Center. Each party may contribute separately to each such Center and in
         its own name.

12.2     INITIAL CONTRIBUTION - Promptly after the selection of the Centers,
         each party shall contribute a combined total of One Million Dollars
         ($1,000,000) to the up to [*].


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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<PAGE>   38


         The percentage of each party's total contribution of such One Million
         Dollars ($1,000,000) to be given to a particular Center shall be
         jointly agreed by the parties. [*]



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."




                                       38
<PAGE>   39


         12.2.1   Cellomics may, at its option, make its contributions to one or
                  more of the Centers in the form of consulting services
                  performed by Cellomics employees or the loan of Cellomics
                  employees to one or more of the Centers to be valued at the
                  fully absorbed cost to Cellomics of the services or employees
                  involved.

         12.2.2   BCI will also contribute a Biomek pipettor-diluter instrument
                  to each of the Centers. At BCI's option, the Biomek instrument
                  may be new or used.

12.3     SUBSEQUENT CONTRIBUTION - BCI shall, between the first and second
         anniversary of the Effective Date, contribute, at BCI's option, a
         Biomek FX pipettor-diluter instrument or a Core System to each of the
         Centers of Excellence. At BCI's option, the contributed instrument or
         Core System may be new or used. Cellomics shall, promptly after the
         Instrument Appointment Date contribute an ArrayScan Kinetics reader to
         each of the Centers of Excellence. At Cellomics' option, the ArrayScan
         Kinetic reader may be new or used.

                               13.0 KNOWLEDGE BASE

13.1     KNOWLEDGE BASE - Cellomics is gathering a body of knowledge, data and
         information relating to, among other things cells, cellular processes
         and cell interactions with various chemical compounds and mixtures (the
         "Knowledge Base"). [*] Cellomics further acknowledges it intends to
         license access to the Knowledge Base or portions thereof to third
         parties for consideration.


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."








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<PAGE>   40


13.2     ACCESS TO THE KNOWLEDGE BASE - Subject to the remainder of this
         Paragraph and Paragraph 13.2.1, Cellomics agrees to and shall, upon
         receipt of a written request from BCI, grant BCI a non-exclusive
         license to use the Knowledge Base in the field of in vitro diagnostics
         [*].  Such license shall have a term independent of the term of this
         Agreement.  [*]


         13.2.1   [*]







     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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                        ARTICLE 14.0 EXERCISE OF RIGHTS

The failure by one of the parties under this Agreement to assert its rights for
any breach of this Agreement shall not be deemed a waiver of such rights. The
rights and remedies specified herein, except those specified as exclusive, are
in addition to and shall not restrict any right or remedy either party may have
at law or in equity for any breach of this Agreement. An actual waiver of rights
in a particular instance of a breach shall not be deemed to be a waiver of such
rights upon a subsequent occurrence of the same or a similar instance of breach.

                            ARTICLE 15.0 ASSIGNMENT

Neither party may, without the prior written permission of the other party,
assign this Agreement or any of its rights, duties or obligations under this
Agreement to any third party.

                              16.0 CONFIDENTIALITY

16.1     CONFIDENTIALITY - Each party shall maintain in confidence any
         information received from the other party during the term of this
         Agreement, and shall neither publish, disseminate nor disclose such
         information to any third party nor use such information except for the
         furtherance of the purposes of this Agreement without the prior express
         written permission of such other party. Subject to the next sentence,
         the foregoing obligations of confidentiality and non-use shall continue
         for three (3) years after the expiration of this Agreement. The
         obligation of the first sentence shall not apply to any information
         which is:

         (a)      now or hereafter comes into the public domain, or (b) which is
                  already in the possession of the receiving party other than as
                  a result of having received it from the disclosing party and
                  as shown by written records, or (c) is brought to the
                  receiving party by a third party who does not require that it
                  be maintained in confidence, (d) is independently developed by
                  the receiving party without use of or access to the
                  information of the disclosing party, or (e) is required to be
                  disclosed pursuant to a subpoena,



                                       41
<PAGE>   42


                  civil investigative demand or similar legal process, provided
                  that (I) the disclosing party is promptly notified by the
                  receiving party before any disclosure pursuant to such legal
                  process, (II) the receiving party gives the disclosing party
                  sufficient time and opportunity to object to or contest the
                  legal process or to limit its scope or to obtain a protective
                  order or confidential treatment for the material to be
                  disclosed, and (III) the receiving party discloses only so
                  much of the information as its counsel advises it in writing
                  is required in order to comply with such legal process. Upon
                  termination of this Agreement, each party shall, at the other
                  party's request, destroy or return to such other party all
                  copies of such information; provided that counsel for each
                  receiving party may retain one (1) copy of such information
                  solely for the purpose of monitoring such party's obligation
                  of confidentiality under this Agreement.

16.2     OBLIGATIONS OF RECEIVING PARTY - Each party agrees that it shall, at
         its sole cost, take all reasonable measures (including but not limited
         to court proceedings) to restrain its officers, employees, directors
         and agents from unauthorized use or disclosure of the disclosing
         party's information.

16.3     INJUNCTION - Each party, acknowledges and agrees that money damages
         would not be a sufficient remedy for its breach of this Article 16.0
         and that the disclosing party shall be entitled to equitable relief
         including injunction and specific performance as a remedy for any such
         breach. Such remedies shall not be deemed the exclusive remedy for the
         receiving party's breach but shall be in addition to all other remedies
         available to the disclosing party. Article 19.0 (Law Governing and
         Construction) shall not be a limitation on the remedies available to
         the disclosing party for a breach by the receiving party of this
         Article 16.0.







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<PAGE>   43


                              ARTICLE 17.0 NOTICES

All notice and payments required or permitted to be given hereunder shall be in
writing and shall be deemed delivered (a) on the date of delivery if delivered
in person (b) on the date of transmission if sent by facsimile with receipt in
good order requested and received, (c) on the second business day after delivery
to a recognized overnight delivery service (FedEx, UPS, DHL, Airborne), or on
the third business day following delivery to the United States Postal Service,
in each of the foregoing cases addressed to the respective parties as follows:

         If to Cellomics:           Cellomics, Inc.
                                    635 William Pitt Way
                                    Pittsburgh, Pennsylvania 15238
                                    Attention: President

         With a copy to:            Metz Schermer & Lewis
                                    The Westinghouse Building-18th floor
                                    11 Stanwix Street
                                    Pittsburgh, Pennsylvania 15222
                                    Attention: LeRoy L. Metz II, Esq.

         If to BCI:                 Beckman Coulter, Inc.
                                    4300 North Harbor Boulevard
                                    Fullerton, California 92834-3100
                                    Attention: President

         With a copy to:            Beckman Coulter, Inc.
                                    4300 North Harbor Boulevard
                                    Fullerton, California 92834-3100
                                    Attention: General Counsel

or such other addresses as may be designated by the respective parties in
writing.







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                          ARTICLE 18.0 SECTION HEADINGS

Section headings are for convenience only and shall not be construed to limit or
extend the meaning of any portion of this Agreement.

                      19.0 LAW GOVERNING AND CONSTRUCTIONS

19.1     DISPUTE RESOLUTIONS - The parties agree that with respect to any
         dispute or claim which does not exceed [*] the parties shall follow the
         procedures described in Paragraph 19.2. All claims or disputes in
         excess of [*] may be arbitrated pursuant to Paragraph 19.2 upon the
         mutual agreement of the parties.

19.2     MEDIATION AND ARBITRATION - Except for any actual or threatened breach
         of Article 16.0 to which the parties may refer to the State or Federal
         Courts of California or Pennsylvania for relief, any controversy or
         conflict involving this Agreement, its interpretation or the respective
         rights or obligations of the parties shall first be submitted to their
         respective General Managers for amicable resolution. If the parties
         cannot agree, the controversy shall be submitted to mediation to be
         held in a mutually agreeable neutral place. The parties shall mediate
         in good faith and use their best efforts to resolve the controversy or
         conflict by mediation. If the parties still cannot settle the
         controversy or reach an accommodation, the matter shall be submitted to
         binding arbitration to be conducted in a city other than Pittsburgh or
         Fullerton in accordance with the following rules:

         (a)      If a party intends to begin an arbitration to resolve a
                  dispute, such party shall provide written notice to the other
                  party informing the other party of such intention and the
                  issues to be resolved, the date of which notice shall be
                  referred to as the "Notice Date". Within ten (10) business
                  days after the receipt of such notice, the other party may, by
                  written notice to the party initiating arbitration, add
                  additional issues to be resolved. Within twenty (20) business
                  days following the Notice Date a list of not less than ten
                  (10) neutrals shall be provided to the parties by
                  then-President



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


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                  of the Center for Public Resources ("CPR"), 680 Fifth Ave.,
                  New York, New York 10019, or its successor organization. The
                  list shall include the experience and qualifications of each
                  person identified thereon. The neutral shall be an individual
                  who shall preside in resolution of any disputes between the
                  parties. Each of the neutrals identified on the list shall not
                  be an employee, consultant, independent contractor, director
                  or shareholder of either a party or of an Affiliate of either
                  party, and shall be a lawyer licensed to practice in the state
                  which is the site of the arbitration. The parties shall have
                  ten (10) business days from the date the list is provided to
                  agree on a neutral. If the parties cannot agree, each party
                  shall have twenty (20) business days from the date the list is
                  provided to the parties by CPR to object in good faith to four
                  (4) of the persons on the list. The then-President of the CPR
                  shall, as soon as possible thereafter, select the neutral from
                  the persons remaining on the list. This selection shall be
                  final.

         (b)      No later than one hundred twenty (120) business days after
                  selection the neutral shall hold a hearing to resolve each of
                  the issues identified by the parties.

         (c)      Within thirty (30) days of the Notice Date, representatives of
                  the parties shall meet in an attempt in good faith to agree on
                  procedures for the expeditious exchange of information that
                  may be needed to prepare for the arbitration. If the parties
                  cannot agree on the exchange of documents or other
                  information, the neutral may require exchange of documents,
                  upon showing by the requesting party that it will be
                  prejudiced and not otherwise able to prepare for or put on its
                  case without access to and use of the requested documents or
                  information. Any documents required to be produced shall be
                  produced no less than sixty (60) days prior to the hearing.

         (d)      At least forty-five (45) business days prior to the hearing,
                  each party shall submit to the other party and the neutral a
                  list of all documents on which such party intends to rely in
                  any oral or written presentation




                                       45
<PAGE>   46


                  to the neutral and a list of all witnesses, including expert
                  witnesses, if any, such party intends to call at such hearing.
                  Such lists will be accompanied by: (i) one true and correct
                  copy of each of the documents on the above-referenced list;
                  and (ii) a summary of the anticipated testimony of each of
                  such party's witnesses. Except as expressly set forth herein,
                  the neutral shall not require nor shall there be any discovery
                  by any means, including depositions, interrogatories or
                  production of documents.

         (e)      After the exchange of the documents and information required
                  by Paragraph (d) above, each party may, at its option, take
                  depositions. In any event neither party shall take more than
                  sixteen (16) total hours of depositions, as calculated by the
                  court reporter, of more than four (4) persons; plus, a
                  deposition of each expert witness listed by the other party
                  which expert deposition shall not exceed four (4) hours. Such
                  depositions shall be taken between the receipt of the lists
                  called for by Paragraph (d) above and fifteen (15) days before
                  the hearing. Each party shall cooperate in making its
                  witnesses available at a convenient place and time for such
                  deposition. No party shall instruct a witness at a deposition
                  not to answer a question except on grounds of attorney client
                  privilege or work product doctrine.

         (f)      A party may request an extension and the neutral shall grant
                  an extension of the time for a hearing if the neutral finds
                  that the other party failed to comply with or delayed in
                  complying with discovery permitted under this Agreement. The
                  extension shall be commensurate with the delay found by the
                  neutral but in no event greater than thirty (30) days.

         (g)      Each party may file with the neutral a prehearing memorandum,
                  not exceeding fifty (50) pages, setting forth applicable law,
                  facts, arguments, and other relevant information.

         (h)      At least ten (10) business days prior to the hearing, each
                  party must submit to the neutral and serve on the other party
                  a proposed ruling on each issue



                                       46
<PAGE>   47


                  to be resolved. Such writing shall be limited to a statement
                  of the proposed rulings, shall contain no argument on or
                  analysis of the facts or issues, and shall be limited to not
                  more than twenty (20) pages.

         (i)      Each party shall be entitled to no more than ten (10) hours of
                  hearing to present testimony or documentary evidence and
                  argument. The testimony presented by both parties shall be
                  presented during the same calendar day or on consecutive days.
                  Such time limitation shall include any direct, cross or
                  rebuttal testimony, but such time limitation shall only be
                  charged against the party conducting such direct, cross or
                  rebuttal testimony. It shall be the responsibility of the
                  neutral to determine whether the parties have had the ten (10)
                  hours to which they are entitled.

         (j)      Each party may file a post-hearing memorandum not exceeding
                  three (3) pages.

         (k)      Each party shall have the right to be represented by counsel.
                  The neutral shall have sole discretion with regard to the
                  admissibility of any evidence; however, no prior drafts of any
                  of the agreements between the parties shall be shown to the
                  neutral or be admissible in evidence.

         (l)      The neutral shall rule on each disputed issue within ten (10)
                  days following the completion of the testimony of both
                  parties. Such ruling shall adopt the proposed ruling of one of
                  the parties on each disputed issue. The neutral shall have
                  authority to award complete legal and equitable relief to the
                  maximum extent a court of law and equity could award in
                  accordance with applicable law.

         (m)      All applicable common law or statutory privileges such as
                  attorney-client or attorney work product shall be applicable
                  to the arbitration proceedings.




                                       47
<PAGE>   48


         (n)      Either party may, at its option, use prepared testimony as
                  long as the witness whose testimony is so presented is
                  available to the other party for cross-examination.

         (o)      All cost incurred for the neutral, the hearing room and the
                  court reporter shall be shared equally between the parties.
                  The parties shall otherwise bear their own expenses.

         (p)      The neutral shall be given a copy of these provisions at the
                  time of selection.

         (q)      All arbitration proceedings and the outcome of such
                  proceedings shall be treated as confidential by the parties
                  and the neutral.

         (r)      The parties agree to be bound by the results of the
                  arbitration, and judgment upon the award so rendered may be
                  rendered and enforced in any court of competent jurisdiction.

19.3     MUTUALITY - This Agreement has been drafted after considerable
         negotiation and compromise on the basis of mutual understanding and
         neither party shall be prejudiced as being the drafter thereof.

                           ARTICLE 20.0 MISCELLANEOUS

20.1     Nothing in this Agreement shall be construed as conferring any right to
         use in advertising, publicity, or other promotional activities any
         name, trade name, trademark, or other designation of either party
         hereto without the express written approval of the other party.

20.2     The parties will retain the terms of this Agreement in strict
         confidence, except as may be required by regulatory agencies or courts,
         and will then use all reasonable precautions to maintain the terms of
         this Agreement confidential.




                                       48
<PAGE>   49


20.3     In the event that any provision of this Agreement is held invalid or
         unenforceable for any reason, such unenforceability shall not affect
         the enforceability of the remaining provisions of this Agreement, and
         all provisions of this Agreement shall be construed so as to preserve
         the enforceability hereof.

20.4     This Agreement may be executed in any number of counterparts, each of
         which shall be deemed an original but all of which together shall
         constitute one and the same instrument.

20.5     Neither party shall issue, author or authorize a press release or make
         any public announcement concerning this Agreement or the relationship
         between the parties without the express written permission of the other
         party.

               ARTICLE 21.0 ENTIRE AGREEMENT, MODIFICATIONS, ETC.

This instrument contains the entire and only agreement between the parties
relative to the subject matter hereof and supersedes all previous negotiations,
representations, undertakings and agreements both written and oral heretofore
made between the parties as to the subject matter. Any representation, promise
or condition in connection herewith not specifically incorporated herein shall
not be binding upon either party.

No modification, renewal, extension, waiver, cancellation or termination of this
Agreement or of any of the provisions herein contained shall be valid until and
unless made in writing and signed on behalf of the respective parties by duly
authorized officers thereof.

              IN WITNESS WHEREOF, the parties have respectively caused this
Agreement to be executed on the dates hereinafter indicated.

Beckman Coulter, Inc.                   Cellomics, Inc.

By: [ILLEGIBLE]                         By: /s/ D. LANSING TAYLOR
   ---------------------------------       ---------------------------------

Title:                                  Title: President and CEO
      ------------------------------          ------------------------------

Date:                                   Date: June 14, 2000
     -------------------------------         -------------------------------





                                       49
<PAGE>   50


        EXHIBIT 1.4 CELLOMICS INSTRUMENTS, ATTENDANT INSTRUMENT SOFTWARE

               AND INFORMATICS SOFTWARE FOR CELLOMICS INSTRUMENTS

ARRAYSCAN II-S - SCREENING SYSTEM

Consisting of:
     o    Advanced Microplate Scanning System
     o    High Resolution 1317 X 1035 Pixel Cooled CCD Camera
     o    10X Long Distance Objective Lens Compatible with Plastic Bottom
          Microplates
     o    Four Channel Fluorescence Filters (470 nm, 520 nm, 600 nm, 700 nm)
     o    Six Channel Measurement (Combination of Spectral and/or Spatial
          Channels)
     o    Long-life Mercury Arc Illumination System
     o    Laser Scanning Barcode Reader
     o    Twister(R) Universal Microplate Handler (Robot)

Attendant Software for Scanning and Performing Quantitative Cell Analysis in
Microplates:
     o    Cellomics Data View Software - imaging and computation software
o    General Screening Application (GSA).
o    General Purpose Assay Development Tool (GPADT)
o    Kinetic Measurement Tool

Attendant Software Applications
o    Multiparameter Apoptosis Screening Application (including Mitochondrial
     Mass, Mitochondrial Potential, Actin Cytoskeletal Organization and Nuclear
     Morphology) and Single-Instrument Screening License

o    Nuclear Translocation Screening Application (e.g. Transcription Factor and
     Kinase Activations) and Single-Instrument Screening License

o    Receptor Internalization and Trafficking Screening Application and
     Single-Instrument Screening License

o    Cell Viability Screening Application and Single-Instrument Screening
     License

o    Mitotic Index Screening Application and Single-Instrument Screening License

Computer System:
     o    Intel Based PC with: Pentium Series Processor, 192 MB RAM, 18 GB Hard
          Drive, Modem, and Microsoft(R)Windows NT Operating System
     o    Microsoft(R) Office Professional
     o    Remote Access Software
     o    Color Ink Jet Printer
     o    17" High Resolution Color Monitor

Installation and Support:
o    On-Site System Installation and Training (1 Day)
o    Six Months of Free Software Upgrades
o    Six Months of Central Technical Support (Software Support Via Telephone,
     Fax, Internet; Hardware Support Via Remote Modem Diagnostics)

ARRAYSCAN II-C - SCREENING SYSTEM

Consisting of:
     o    Advanced Microplate Scanning System
     o    High Resolution 1317 X 1035 Pixel Cooled CCD Camera
     o    10X Long Distance Objective Lens Compatible with Plastic Bottom
          Microplates
     o    Four Channel Fluorescence Filters (470 nm, 520 nm, 600 nm, 700 nm)
o    Six Channel Measurement (Combination of Spectral and/or Spatial Channels)
     o    Long-life Mercury Arc Illumination System
     o    Laser Scanning Barcode Reader
     o    Twister(R) Universal Microplate Handler (Robot)



                                       50
<PAGE>   51


Attendant Software for Scanning and Performing Quantitative Cell Analysis in
Microplates:
     o    Cellomics Data View Software - imaging and computation software
     o    General Screening Application (GSA).
     o    General Purpose Assay Development Tool (GPADT)
     o    Kinetic Measurement Tool










                                       51
<PAGE>   52


                             EXHIBIT 1.4 (CONTINUED)

Computer System:
     o    Intel Based PC with: Pentium Series Processor, 192 MB RAM, 18 GB Hard
          Drive, Modem, and Microsoft(R)Windows NT Operating System
     o    Microsoft(R) Office Professional
     o    Remote Access Software
     o    Color Ink Jet Printer
     o    17" High Resolution Color Monitor

Installation and Support:
o    On-Site System Installation and Training (1 Day)
o    Six Months of Free Software Upgrades
o    Six Months of Central Technical Support (Software Support Via Telephone,
     Fax, Internet; Hardware Support Via Remote Modem Diagnostics)


ARRAYSCAN(R) KINETICS READER

The ArrayScan(R) Kinetics Reader process requires an automated, high precision
         imaging plate reader optimized for imaging fluorescence from cells
         growing on the bottom of a microplate well.

Uses an 820nm laser diode for "through the lens" focusing. Senses the interface
         between the plate bottom and the water in the well.; Requires an 800nm
         short pass dichroic mirror between the objective and the dichroic
         wheel.; Compatible with standard 96, 384, and higher density plates.;
         Compatible with plastic bottom and glass bottom plates; Fast response
         time [less than] 1s to adjust focus within range of sensor, Longer
         times to move to within range: Control possibilities by direct feedback
         control of focus drive, or ; Control/readout of position through
         computer interface.; Autofocus by image analysis and focus position
         control by the ArrayScan Kinetics Reader computer will be possible.;
         One camera port ; Motorized turret with support for 6 objectives.; User
         standard exchangeable microscope objectives.; Available magnifications
         of 63x, 40x, 20x, 10x and 5x; Optional magnifications of 2.5x, 1.25x.;
         Optics are available with sufficient working distance and correction
         for plastic bottom plates.; Optional optics optimized for thin and/or
         glass bottom plates are available.; Air immersion for ease of scanning
         plates.; Maximum available NA for sensitivity

Illumination Source(s): Mercury arc lamp, optimized for 20x air immersion
objective; Optional Xenon Arc Lamp; Long life bulbs, about 1000 hours; Simple
lamp replacement. Pre-aligned bulb with no adjustment required. ; Diode to read
out relative lamp intensity.; Lamp switched on by computer control.

ArrayScan Kinetics Reader computer directly controls all the reader component
functions, including image readout.; Internal parallel, multitasking operation
for speed and efficiency. Filters and X-Y-Z positioning move concurrently.;
Compatible with standard 96, 384, and higher density plates.; Motorized X-Y
stage; Range: accommodates whole plate area (120x80 mm)); Resolution: [less
than] 2um; Speed: [more than] 10 mm/sec ([less than] or ~ 1 sec to move well to
well); Insert for microplates with positive positioning mechanism.; Motorized
focus drive; Resolution: [less than] 1um; Speed: [more than] or ~ 1mm/sec.;
Motorized dichroic reflector/emission filter wheel; User replaceable filter
cubes on wheel, hold excitation, emission filters plus dichroic; Speed: ~ 1 sec.
between adjacent positions; Positions: 4; Motorized illumination filter wheel;
Filter Positions 8; Speed: ~ 250ms. between adjacent positions.;
Electro-mechanical illumination shutter; Speed: required: ~ 10ms to open/close;
Motorized emission filter wheel; Filter Positions 8; Speed: ~250ms between
adjacent positions; Optional analyzers for emission filter wheel. Indexed for
ease of orthogonal alignment.

Detector (CCD camera): The system uses a standard mechanical interface, a
C-mount, and has adequate space to accommodate a reasonable number of camera
housing designs. This will allow some flexibility in camera choice, and
therefore sensor selection, from among off-the-shelf systems. Camera detector is
projected to be Quantix with KAF 1400 chip.

Environmental Chamber: For live cell assays, maintains a tissue culture
incubator environment around the plate.



                                       52
<PAGE>   53


This will be accomplished by using a
commercial incubator system to circulate air through the ArrayScan Kinetics
Reader plate chamber. Supplementary heating will be provided in the chamber to
compensate for heat loss during circulation. Completely self contained within
unit; Same controls for stacker and plate on reader; User selectable
temperature, 25 - 40(Degree)C (+/- 0.5(Degree)C regulation); Required: manual
settings, with computer control or readout; User selectable for 0-5% CO(2),
regulated via sensor.

Optional on-board fluidics for multi-well delivery to the plate on the reader
will allow groups of wells to be treated, and then read successively for the
required duration including: Fluid delivery will allow for simultaneous delivery
from 1 to 8 wells; Volume range of 1-200uL; Pipetting from source plate, such as
a compound library plate; Include space for 1 source plate per plate read; Uses
a Cavro pipettor system; Tip wash station; Bulk reagent station.









                                       53
<PAGE>   54


                             EXHIBIT 1.4 (CONTINUED)

CELLOMICS(R) STORE - DATA MANAGEMENT SOFTWARE

         Base Configuration: Includes connection to one ArrayScan(TM)System and
         two Client Access Licenses using the Cellomics Data Viewer

FEATURES

o    Automated data transfer from all of the managed instruments to the
     Cellomics(TM) Store server

o    A centralized database for all of a customer's screening results

o    On-line access to over 100 gigabytes of detailed experimental results (e.g.
     individual cellular measurements and image files)


o    Data visualization, analysis and reporting from two remote Windows desktop
     computers (including the ArrayScan(TM) Kinetics Workstation).

o    Automated backup of all data

o    Automated space management with user-definable settings for on-line versus
     off-line data archive

BASE SOFTWARE CONFIGURATION - CELLOMICS(TM) STORE SERVER

Cellomics(TM) Store software

Windows/NT Server Version 4.0 running Service Pack 4 or higher

Microsoft SQL Server Version 7.0 (5 user licenses)

Veritas Backup Exec for Window NT Server Version 7.3

BASE SOFTWARE CONFIGURATION - CELLOMICS(TM) DATA VIEWER (CLIENT APPLICATION)

Cellomics(TM) Data Viewer softwaRE

WINDOWS/NT WORKSTATION VERSION 4.0 RUNNING SERVICE PACK 4 OR HIGHER

CELLOMICS(R) SCREEN

BIOINFORMATICS FOR MICROPLATE OR ARRAY FORMAT CELL-BASED AND HOMOGENEOUS ASSAY
SCREENING SYSTEMS

OVERVIEW                   Cellomics Screen(TM) is an environment for bioassay
                           scientists and chemists to create and manage
                           homogeneous and cell-based assay screening
                           activities. Built specifically for the data
                           management needs of High Content Screening (HCS) and
                           Ultra High Throughput (UHTS) studies, the
                           Cellomics(TM) Screen platform combines technologies
                           in knowledge discovery, data mining, pattern
                           recognition, and visualization with public and
                           private substance databases to delivers a robust and
                           scalable enterprise solution for drug discovery.

CORE FUNCTIONALITY         Cellomics Screen(TM)application functions:

o    Screen Management System for homogeneous and cellular assays and screens.
o    Provide researchers an active assay notebook in which the user can enter
     structured and unstructured objectives, descriptions, protocols, results,
     comments, etc.
o    Management of Assays, Screens, Targets, Compounds, Agents, Reagents, Cells,
     and other object pertaining to cell-based screening.
o    Perform multi-assay and multi-screen comparisons to generate models of
     cellular mechanisms and signal pathways.
o    Integrated visualization capabilities provide direct-manipulation,
     drill-down enabled presentation of screen analytics.
o    Collaborates with private and public Molecular Biology Databases (MBDs) to
     retrieve gene, protein and chemical information.



                                       54
<PAGE>   55


o    Collaboration with the Cellomics Database(TM) (our subscription knowledge
     discovery database) allows researchers to perform virtual screens and
     cross-system comparisons.


ARCHITECTURE
o    Open platform allows third party and user-developed analytics to be
     integrated.
o    Implemented as distributed object services and resource managers on a CORBA
     or DCOM backbone.
o    Multi-platform, multi-language API.
Thin-client Web user interface allows for ease of access by geographically
distributed users.

o






                                       55
<PAGE>   56


                     EXHIBIT 1.5 CELLOMICS KITS AND REAGENTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                       HitKit*                            ARRAYSCAN(R) II APPLICATION         US LIST PRICE       CATALOG NO.
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                                    <C>                 <C>
BASIC SIGNALING
----------------------------------------------------------------------------------------------------------------------------------
Nuclear Factor (kappa)B Activation**                   Cytoplasm to Nucleus Translocation         $450            K01-0001-1
----------------------------------------------------------------------------------------------------------------------------------
STAT1 Activation**                                     Cytoplasm to Nucleus Translocation         $450            K01-0002-1
----------------------------------------------------------------------------------------------------------------------------------
STAT2 Activation**                                     Cytoplasm to Nucleus Translocation         $450            K01-0005-1
----------------------------------------------------------------------------------------------------------------------------------
STAT3 Activation**                                     Cytoplasm to Nucleus Translocation         $450            K01-0008-1
----------------------------------------------------------------------------------------------------------------------------------
STAT5 Activation**                                     Cytoplasm to Nucleus Translocation         $450            K01-0009-1
----------------------------------------------------------------------------------------------------------------------------------
c-jun Activation**                                     Cytoplasm to Nucleus Translocation         $450            K01-0003-1
----------------------------------------------------------------------------------------------------------------------------------
ERK (MAPK) Activation**                                Cytoplasm to Nucleus Translocation         $650            K07-0007-1
----------------------------------------------------------------------------------------------------------------------------------
p38 MAPK (HOG1) Activation**                           Cytoplasm to Nucleus Translocation         $650            K01-0004-1
----------------------------------------------------------------------------------------------------------------------------------
JNK/SAPK Activation**                                  Cytoplasm to Nucleus Translocation         $650            K01-0006-1
----------------------------------------------------------------------------------------------------------------------------------

                                                                     TOXICITY
----------------------------------------------------------------------------------------------------------------------------------
Cell Viability                                                   Cell Viability                   $450            K02-0001-1
----------------------------------------------------------------------------------------------------------------------------------
Multiparameter Toxicity 1 (Nuclear morphology,
Lysosomal mass, Cell membrane permeability,                 Multiparameter Toxicity 1              TBD               TBD
Mitochondral potential)
----------------------------------------------------------------------------------------------------------------------------------
Micronucleus Content                                              Micronucleus                     TBD               TBD
----------------------------------------------------------------------------------------------------------------------------------
Cytochrome P450 Activation                                       P450 Activation                   TBD               TBD
----------------------------------------------------------------------------------------------------------------------------------

APOPTOSIS
----------------------------------------------------------------------------------------------------------------------------------
Multiparameter Apoptosis 1 (Mitochondrial
mass/potential, Cytoskeleton, Nuclear morphology)          Multiparameter Apoptosis 1             $650            K04-0001-1
----------------------------------------------------------------------------------------------------------------------------------
Multiparameter Apoptosis 2 (Caspase activation,
Nuclear morphology, Mitochondrial mass/potential)           Multiparameter Apoptosis 2             TBD                TBD
----------------------------------------------------------------------------------------------------------------------------------

RECEPTOR ACTIVATION
----------------------------------------------------------------------------------------------------------------------------------
Transferrin Receptor                                Receptor Internalization and Trafficking      $450            K03-0001-1
----------------------------------------------------------------------------------------------------------------------------------
Multiparameter GPCR 1 (Bradykinin,
(beta)2-Adrenergic)                                 Receptor Internalization and Trafficking       TBD               TBD
----------------------------------------------------------------------------------------------------------------------------------

CELL CYCLE
----------------------------------------------------------------------------------------------------------------------------------
Mitotic Index                                              Cell Proliferation/Cycling             $650            K05-0001-1
----------------------------------------------------------------------------------------------------------------------------------

CELL MOTILITY/MORPHOLOGY
----------------------------------------------------------------------------------------------------------------------------------
Cell Spreading**                                                 Cell Spreading                    TBD               TBD
----------------------------------------------------------------------------------------------------------------------------------
Cell Hypertrophy**                                               Cell Spreading                    TBD               TBD
----------------------------------------------------------------------------------------------------------------------------------
Directed Cell Movement                                           Cell Motility 1                   TBD               TBD
----------------------------------------------------------------------------------------------------------------------------------
Neurite Outgrowth                                               Neurite Outgrowth                  TBD               TBD
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

               NOTE: PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.
            CELLOMICS KIT PRODUCTS ARE AVAILABLE IN ACCORDANCE WITH
                SPECIFICATIONS INCLUDED IN THE PRODUCT INSERTS.





                                       56
<PAGE>   57

                                                          [Attachment to 10.19]


                        EXHIBIT 2.2 DUTIES OF CELLOMICS



BEGINNING WITH THE EFFECTIVE DATE:

-    BCI agrees to meet quarterly with Cellomics to discuss the strategic
     relationship.


-    BCI will provide a 1-day training class [ * ].

-    BCI will make their [ * ] Sales Organization available [ * ] for training
     by Cellomics [ * ].


-    BCI will make it's field sales representatives available for a minimum of
     one individual face-to-face field planning meeting with his/her Cellomics
     counterpart in their territory.

-    BCI will share it's [ * ] with Cellomics.

-    BCI will provide literature [ * ] to the Cellomics Sales and Marketing
     Organization.

-    BCI will provide pre- and post-sales support [ * ].

-    BCI and Cellomics will cooperate in setting up joint BCI/Cellomics seminars
     [ * ] in major markets and accounts.

-    BCI and Cellomics field organizations will schedule joint sales calls when
     an opportunity is identified by either organization [ * ].

-    BCI will establish a task team to develop a sales plan.

-    BCI will be responsible for promptly handling initial customer support
     inquiries and promptly directing the customer inquiries to the appropriate
     BCI or Cellomics party.

BEGINNING WITH THE INSTRUMENT APPOINTMENT DATE


-    BCI will provide a 1-day update training class [ * ].


-    BCI will provide pre- and post-sales support [ * ].

-    BCI and Cellomics will cooperate in setting up joint BCI/Cellomics
     seminars, trade shows and other marketing activities [ * ] in major markets
     and accounts.

-    BCI and Cellomics will collaborate on development of a brochure [ * ] with
     the cost of the development to be shared equally by both organizations.


-    BCI will involve Cellomics in the BCI marketing planning process.

-    BCI will provide installation of Cellomics Instruments.




     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."



                                       57
<PAGE>   58

                  EXHIBIT 2.3 DUTIES OF CELLOMICS (Continued)

-    Cellomics agrees to meet quarter annually with BCI to discuss the
     strategic relationship.


-    Cellomics will provide a 1-1/2 day training course to the BCI field sales
     organization within 90 days of signing the definitive agreement.

-    Cellomics will provide pre-and post sales technical support [ * ].

-    [ * ].

-    Cellomics will provide literature to the BCI Field Sales and Marketing
     Organization [ * ].

-    BCI and Cellomics will cooperate in setting up joint BCI/Cellomics seminars
     [ * ] in major markets and accounts.

-    BCI and Cellomics field organizations will schedule joint sales calls when
     an opportunity is identified by either organization [ * ].

-    Cellomics will provide installation and training for Cellomics Instruments.

-    Cellomics will participate in the BCI marketing planning process.

BEGINNING WITH THE INSTRUMENT APPOINTMENT DATE:

-    Cellomics will provide a 1-1/2 day training course to the BCI field sales
     organization within 90 days of release of the product [ * ].

-    Cellomics Marketing organization will forward any leads to the appropriate
     BCI Field Sales Representative for follow-up.

-    Cellomics will provide pre-and post sales technical support [ * ].

-    BCI and Cellomics will cooperate in setting up joint BCI/Cellomics seminars
     [ * ] in major markets and accounts.

-    BCI and Cellomics will collaborate on development of a brochure [ * ] with
     the cost of the development to be shared equally by both organizations.

-    Cellomics will provide adequate service training [ * ] and will provide
     appropriate service manuals for Cellomics Instruments.

-    Cellomics will provide BCI customer application support training.


-    Cellomics will provide customer training during installation of the
     instrument.

     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."




                                       58
<PAGE>   59


                  EXHIBIT 2.3 DUTIES OF CELLOMICS (Continued)


-    [ * ]
-    [ * ]
-    Marketing -- Central activities based out of
     Pittsburgh, PA. Marketing includes Cellomics specified advertising, direct
     mail, website
-    Tradeshows -- Cellomics will provide instrument(s) for
     display in BCI booth
-    Training -- Cellomics will provide training to
     BCI sales personnel
-    [ * ]



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


                                       59
<PAGE>   60

                               EXHIBIT 2.4 [ * ]


(Pages 60-61)

[ * ]


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."



                                       60
<PAGE>   61

                                  EXHIBIT 2.6 [ * ]




[ * ]





     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."




                                       61
<PAGE>   62
         EXHIBIT 3.3A CELLOMICS KIT AND CELLOMICS REAGENTS LIST PRICES

<TABLE>
<CAPTION>
                        HITKIT*                                    ARRAYSCAN(R) II APPLICATION         US LIST PRICE     CATALOG NO
                        ------                                     ---------------------------         -------------     ----------

<S>                                                            <C>                                         <C>           <C>
BASIC SIGNALING

Nuclear Factor kB Activation**                                 Cytoplasm to Nucleus Translocation          $450          K01-0001-1
STAT1 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0002-1
STAT2 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0005-1
STAT3 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0008-1
STAT5 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0009-1
c-jun Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0003-1
ERK (MAPK) Activation**                                        Cytoplasm to Nucleus Translocation          $650          K07-0007-1
p38 MAPK (HOG1) Activation**                                   Cytoplasm to Nucleus Translocation          $650          K01-0004-1
JNK/SAPK Activation**                                          Cytoplasm to Nucleus Translocation          $650          K01-0006-1


                                                             TOXICITY
                                                             --------
Cell Viability                                                           Cell Viability                    $450          K02-0001-1
Multiparameter Toxicity 1 (Nuclear morphology, Lysosomal
mass, Cell membrane permeability, Mitochondrial potential)           Multiparameter Toxicity 1               TBD              TBD
Micronucleus Content                                                      Micronucleus                      TBD              TBD
Cytochrome P450 Activation                                               P450 Activation                    TBD              TBD


APOPTOSIS

Multiparameter Apoptosis 1 (Mitochondrial mass/potential,
Cytoskeleton, Nuclear morphology)                                   Multiparameter Apoptosis 1             $650          K04-0001-1
Multiparameter Apoptosis 2 (Caspase activation, Nuclear
morphology, Mitochondrial mass/potential)                           Multiparameter Apoptosis 2              TBD              TBD


RECEPTOR ACTIVATION

Transferrin Receptor                                          Receptor Internalization and Trafficking     $450          K03-0001-1
Multiparameter GPCR 1 (Bradykinin, B2-Adrenergic)             Receptor Internalization and Trafficking      TBD              TBD


CELL CYCLE

Mitotic Index                                                       Cell Proliferation/Cycling             $650          K05-0001-1


CELL MOTILITY/MORPHOLOGY

Cell Spreading**                                                          Cell Spreading                    TBD              TBD
Cell Hypertrophy**                                                        Cell Spreading                    TBD              TBD
Directed Cell Movement                                                    Cell Motility 1                   TBD              TBD
Neurite Outgrowth                                                        Neurite Outgrowth                  TBD              TBD
</TABLE>

               Note: Prices are subject to change without notice.


                                       62
<PAGE>   63
                                  EXHIBIT 3.7

                                PRODUCT WARRANTY

Subject to the exceptions and upon the conditions stated below, Cellomics
warrants that the Products shall be free from defects in workmanship and
materials for one year after delivery of the Products to the BCI customer and if
any such Product should prove to have a defect in workmanship or material within
such one year period, Cellomics agrees, at its option, to correct such defective
Product either by repair or by replacement.

Items not intended or expected to be durable are not warranted beyond initial
condition. Examples of such items are light bulbs, plastic tubing, ink ribbons,
floppy disks, etc.

Cellomics makes no warranty with respect to components or accessories not
manufactured by it. Such components or accessories will be subject to the
warranties, if any, of their respective manufacturers.

The above warranties do not apply to conditions resulting from (a) improper use,
(b) use in a manner not in accordance with the instructions contained in the
user's manual, (c) negligence, (d) operation with incompatible solvents or
samples in the system, (e) unsupported configurations, (f) external causes, (g)
modifications, service, moving or installation not performed by Cellomics or its
authorized service providers, (h) performance of improper or inadequate
maintenance by the user, (i) operation outside the environmental parameters
specified for the Product, (j) use of non-Cellomics software, accessories,
media, supplies, consumables, or such items not designed for use with the
Product, or (k) in whole or in part, fire or explosion of any origin, riot,
civil commotion, aircraft, war, electrical surges, or any act of God, including,
but not limited to, lightning, windstorm, hail, flood or earthquake.

Cellomics does not warrant that the operation of any Product will be
uninterrupted or error free.

If the Product is a reagent or the like, Cellomics expressly warrants that the
Product conforms to the specifications set forth in the Product labeling and
accompanying instructions including use, performance, storage, and expiration
dating. Cellomics' Products are warranted to meet Product specifications in
effect at the time of shipment. Notice of nonconforming Products must be made to
Cellomics within 30 days of receipt of the Product. This Product warranty limits
Cellomics' liability to the replacement of the Product only. If Cellomics
determines that the Product does not conform to said specifications, Cellomics
will replace the Product at no additional cost to customer. This limited
warranty shall not extend to anyone other than the original purchaser of the
Product.


                                       63

<PAGE>   64

THE REMEDIES PROVIDED ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES. IN NO EVENT
WILL CELLOMICS BE LIABLE FOR ANY DAMAGES RESULTING FROM THE LOSS OF USE, LOSS OF
RESEARCH OR DEVELOPMENT, LOSS OF DATA, LOST PROFITS OR OTHER ECONOMIC LOSS,
OR ANY PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES
WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN
THOUGH CELLOMICS MAY HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY
OF SUCH DAMAGES.

                                       64
<PAGE>   65

                                  EXHIBIT 3.7

                          PRODUCT WARRANTY (CONTINUED)

Representations and warranties made by any person, including dealers and
representatives of Cellomics, which are inconsistent or in conflict with the
terms of this warranty, shall not be binding upon Cellomics unless reduced to
writing and signed by an expressly authorized officer of Cellomics.

THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY AS TO THE PRODUCTS AND IS IN
LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
OF ANY OTHER OBLIGATION ON THE PART OF CELLOMICS.


                                       65
<PAGE>   66

                               EXHIBIT 3.9A [ * ]


<TABLE>
<CAPTION>
Catalog      Product                                           Transfer      Cellomics     BCI Margin    BCI% Margin
Number                                                         Price         US List                     (at Cellomics
                                                                             Price                       list)
-------      -------                                           --------      ---------     ----------    -------------
<S>          <C>                                               <C>           <C>           <C>           <C>
N01-0003     ArrayScan IIC (115V): On Site Training Not
             Included                                            [ * ]        $195,000        [ * ]          [ * ]

N01-0004     ArrayScan II-S (115V): On Site Training
             Included in Price                                   [ * ]        $380,000        [ * ]          [ * ]

N01-0051     20X-LD-Achroplan objective lens                     [ * ]        $  5,000        [ * ]          [ * ]

C03-0001     On-site training for ArrayScan IIC-2 days           [ * ]        $  7,500        [ * ]          [ * ]

TBD          ArrayScan Kinetics Reader                           [ * ]       *$445,000        [ * ]          [ * ]

S50-0001-1   Cytoplasm-Nucleus Translocation Screening
             Application                                         [ * ]        $ 30,000        [ * ]          [ * ]

S50-0002-1   Receptor Internalization and Trafficking
             Screening Application                               [ * ]        $ 30,000        [ * ]          [ * ]

S50-0003-1   Cell Viability Screening Application                [ * ]        $ 30,000        [ * ]          [ * ]

S50-0004-1   Multiparameter Apoptosis I Screening
             Application                                         [ * ]        $ 50,000        [ * ]          [ * ]

S50-0005-1   Mitotic Index Screening Application                 [ * ]        $ 30,000        [ * ]          [ * ]

S50-0006-1   Cell Spreading Screening Application                [ * ]        $ 30,000        [ * ]          [ * ]

S50-0007-1   Neurite Outgrowth Screening Application             [ * ]        $ 35,000        [ * ]          [ * ]

TBD          Cytotoxicity Assay (Q3-00)                          [ * ]        $ 50,000        [ * ]          [ * ]

TBD          Cell Motility (Q3-00)                               [ * ]        $ 30,000        [ * ]          [ * ]

TBD          Genotoxicity                                        [ * ]        $ 35,000        [ * ]          [ * ]

S01-0001-1   Cellomics Store Base Software Configuration         [ * ]        $ 35,000        [ * ]          [ * ]

S01-0002-1   Cellomics Store Base Hardware Configuration
             (including installation)                            [ * ]        $ 30,000        [ * ]          [ * ]

S01-0003-1   Additional AS/FLIPR instrument connection +
             Client access license for CDV                       [ * ]        $ 10,000        [ * ]          [ * ]

S01-0004-1   Additional Single Client Seat License
             (Price Per License)                                 [ * ]        $  3,000        [ * ]          [ * ]

S01-0004-2   Additional Client Seat License 5 Unit Bundle        [ * ]        $ 10,000        [ * ]          [ * ]

TBD          On Site Installation and Training for
             Cellomics Store                                     [ * ]        $  7,000        [ * ]          [ * ]
</TABLE>

Transfer prices and Cellomics List Prices are subject to change by Cellomics in
its sole discretion. Cellomics and BCI will meet quarterly to discuss any
planned price adjustments, any such price adjustments will not be put in effect
prior to 90 days of notice to BCI.

*These prices are only estimated at this time.

     "CONFIDENTIAL [ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."



                                       68
<PAGE>   67


                                  EXHIBIT 3.9B [ * ]

[ * ]



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."

<PAGE>   68

                                  EXHIBIT 3.13

[ * ]


                   CELLOMICS QUALITY SPECIFICATIONS         [CELLOMICS LOGO]

CERTIFICATE OF ANALYSIS

Arrayscan(TM) II-S
-------------------------------------------------------------------------------

A) Catalog Number: NO1-000X        Serial Number

B) Software Version: AS _____________

C) Instrument Calibration and Testing Performed

     Input Stack Position                              Yes/No

     Output Stack Position                             Yes/No

     Stage Position                                    Yes/No

     Focus Position                                    Yes/No

     Bar Code Reader                                   Yes/No

D) Functional Tests Performed

     Protocol: Cellomics_Nuc_Trans_20X
               Cellomics_MitoticIndex_10X
               Cellomics_ReceptInt_10X
               Cellomics_Apoptosis_MP_1_20X


     STANDARD INSTRUMENT DATA:               TEST INSTRUMENT DATA:

     Cellomics_NucTrans_20X                  Cellomics_NucTrans_20x
     Max COV less than 20%

     Cellomics_MitoticIndex_10X              Cellomics_MitoticIndex_10X
     MitoticIndex Avg at least 20-25%

     Cellomics_ReceptInt_10X                 Cellomics_ReceptInt_10X
     Max Cov less than 20%

     Cellomics_Apoptosis_MP_1_20X            Cellomics_Apoptosis_MP_1_20X
          F-Actin COV less than 10.9%

     Mitochondrial Mass/Potential
          Max COV less than 15.4%

     Nuclear Size/Frag
          Z' window greater than 0.62


-------------------------------------------------------------------------------
Cellomics(TM), Inc. certifies that the above is an accurate report of the
analysis of this instrument. The data conforms to the specifications in effect
for this product on the date of analysis.




                                      -70-
<PAGE>   69



___________________________________________  Date: _______________________
       Manufacturing Manager



                                      -71-
<PAGE>   70

                                  EXHIBIT 4.2


                              MINIMUM TARGET SALES

                All numbers below are [ * ] of the following products.



                         YEAR 1*             YEAR 2*
PRODUCT                  FACTOR              FACTOR
-------                  ------              ------

ArrayScan(R) II           [ * ]               [ * ]

ArrayScan(R)              [ * ]               [ * ]
Kinetics Reader

Cellomics(R) Store        [ * ]               [ * ]

Cellomics(R) Screen       [ * ]               [ * ]


[ * ]


[ * ]



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."

<PAGE>   71

                         EXHIBIT 8      ZEISS PRODUCTS



UHTS READER
-----------

UHTS Reader, Absorbance                           [ * ]

UHTS Reader, Fluorescence                         [ * ]

UHTS Reader, TRF/Fluorescence                     [ * ]

UHTS Reader, Multimode                            [ * ]

UHTS Reader (future versions)                     [ * ]



UHTS SYSTEM COMPONENTS
----------------------

Reader Workstation RW-1                           [ * ]

Liquid Handling Workstation LW-1                  [ * ]

Hotel Workstation HW-1                            [ * ]

Transfer System TS-1                              [ * ]

System Server SS-1                                [ * ]

Above Units as a System                           [ * ]



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."




                                      -73-
<PAGE>   72

                                  EXHIBIT 9.1 [ * ]


(Pages 74-75)


[ * ]


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."


<PAGE>   73
                        [Letterhead of Beckman Coulter]


[BECKMAN COULTER LOGO]


                                October 18, 2000


Cellomics, Inc.
635 William Pitt Way
Pittsburgh, PA 15238


Gentlemen:

This letter with the signature below of an authorized representative of
Cellomics, Inc. ("Cellomics") will constitute the second amendment to our
Strategic Relationship Agreement effective June 14, 2000 (the "Agreement"). We
have agreed as follows:

1.   Paragraph 3.7, second sentence - Change "Exhibit 3.7A" to "Exhibit 3.7".

2.   Paragraph 3.7 - Delete last sentence in its entirety and substitute
     therefore the following:

             "Cellomics shall also reimburse BCI at BCI's then standard rates
             (which the parties understand and agree may be increased from
             time to time by BCI) for the time spent and expenses incurred by
             BCI service personnel in performing such warranty repairs and
             preventive maintenance on Cellomics Instruments and in traveling
             to and from the service personnel's home office to the customer
             requesting or requiring such warranty service on preventive
             maintenance; a schedule showing BCI's standard rates in effect as
             of the Effective Date is attached hereto as Exhibit 3.7A."

3.   Paragraph 11.1 - Delete the first sentence in its entirety and substitute
     therefore the following:

             "BCI agrees to and shall grant to Cellomics licenses under BCI
             patents and applications for patent nominated by BCI in an Exhibit
             to be added to this Agreement by November 30, 2000, which patents
             and applications shall be limited to those which are owned or
             controlled by BCI (i.e., BCI has the right to grant licenses and
             sublicenses thereunder) and are in existence as of the Effective
             Date."


                                      -1-
--------------------------------------------------------------------------------

                   [footer of letterhead of Beckman Coulter]
<PAGE>   74


(Page 2)

4.   Paragraph 11.2 -- Delete the first sentence in its entirety and substitute
     therefor the following:

          "Cellomics agrees to and shall grant to BCI licenses under Cellomics
          patents and applications for patent nominated by Cellomics in an
          Exhibit to be added to this Agreement by November 30, 2000, which
          patents and applications shall be limited to those which are owned or
          controlled by Cellomics (i.e., under which Cellomics has the right to
          grant licenses or sublicenses) and are in existence as of the
          Effective Date."

5.   Exhibit 2.3, under the heading "Beginning with the Effective Date."--
     Delete the second bullet in its entirety and substitute therefor the
     following:


     "Cellomics will provide an initial one-half day training to the BCI sales
     force [ * ] and an initial one-half day training to the BCI sales force
     [ * ] at mutually agreed times and locations. Cellomics will, in addition,
     provide a further one and one-half days training to the BCI sales
     organization [ * ] at a mutually agreed time and location."


6.   Exhibit 3.3A -- Delete in its entirety and substitute therefor the
     following:

     [ * ]

     [ * ]


     (Page 3) [ * ]


     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."





                                      -2-
<PAGE>   75
               CELLOMICS KIT AND CELLOMICS REAGENTS LIST PRICES

<TABLE>
<CAPTION>
                        HITKIT*                                    ARRAYSCAN(R) II APPLICATION         US LIST PRICE     CATALOG NO
                        ------                                     ---------------------------         -------------     ----------

<S>                                                            <C>                                         <C>           <C>
BASIC SIGNALING

Nuclear Factor kB Activation**                                 Cytoplasm to Nucleus Translocation          $450          K01-0001-1
STAT1 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0002-1
STAT2 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0005-1
STAT3 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0008-1
STAT5 Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0009-1
c-jun Activation**                                             Cytoplasm to Nucleus Translocation          $450          K01-0003-1
ERK (MAPK) Activation**                                        Cytoplasm to Nucleus Translocation          $650          K07-0007-1
p38 MAPK (HOG1) Activation**                                   Cytoplasm to Nucleus Translocation          $650          K01-0004-1
JNK/SAPK Activation**                                          Cytoplasm to Nucleus Translocation          $650          K01-0006-1


                                                             TOXICITY
                                                             --------
Cell Viability                                                           Cell Viability                    $450          K02-0001-1
Multiparameter Toxicity 1 (Nuclear morphology, Lysosomal
mass, Cell membrane permeability, Mitochondrial potential)          Multiparameter Toxicity 1               TBD              TBD
Micronucleus Content                                                      Micronucleus                      TBD              TBD
Cytochrome P450 Activation                                               P450 Activation                    TBD              TBD


APOPTOSIS

Multiparameter Apoptosis 1 (Mitochondrial mass/potential,
Cytoskeleton, Nuclear morphology)                                   Multiparameter Apoptosis 1             $650          K04-0001-1
Multiparameter Apoptosis 2 (Caspase activation, Nuclear
morphology, Mitochondrial mass/potential)                           Multiparameter Apoptosis 2              TBD              TBD


RECEPTOR ACTIVATION

Transferrin Receptor                                          Receptor Internalization and Trafficking     $450          K03-0001-1
Multiparameter GPCR 1 (Bradykinin, B2-Adrenergic)             Receptor Internalization and Trafficking      TBD              TBD


CELL CYCLE

Mitotic Index                                                       Cell Proliferation/Cycling             $650          K05-0001-1


CELL MOTILITY/MORPHOLOGY

Cell Spreading**                                                          Cell Spreading                    TBD              TBD
Cell Hypertrophy**                                                        Cell Spreading                    TBD              TBD
Directed Cell Movement                                                    Cell Motility 1                   TBD              TBD
Neurite Outgrowth                                                        Neurite Outgrowth                  TBD              TBD
</TABLE>

               Note: Prices are subject to change without notice.

                                      -4-
<PAGE>   76
7.   Add the following as Exhibit 3.7A:

     BCI's hourly service rate in effect as of the Effective Date is [ * ] per
     hour.


8.   In all other respects the Agreement remains unchanged and in full
     force and effect.

If the foregoing properly sets forth our understanding, please sign both copies
of this second amendment in the space indicated below and return one copy to
Arnold Grant at the above address; the second copy is for your files.


                                        Sincerely,

                                        Beckman Coulter, Inc.

                                        By:    SIGNATURE          (?)
                                               ---------------------
                                        Title: VP Bioresearch
                                               ---------------------
                                        Date:  10/25/00
                                               ---------------------

Accepted and Agreed:

Cellomics, Inc.

By:    SIGNATURE           (?)
       -----------------------
Title: Chief Business Officer
       -----------------------
Date:  10/27/2000
       -----------------------



     "CONFIDENTIAL [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT
OF 1933, AS AMENDED."




                                      -5-