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                                                                   EXHIBIT 10.33


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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                           LABCHIP SOLUTIONS AGREEMENT


         This LABCHIP SOLUTIONS AGREEMENT ("Agreement"), dated as of September
21, 2001 (the "Effective Date"), is entered into by and between AMPHORA
DISCOVERY CORP., a Delaware corporation ("Amphora"), and CALIPER TECHNOLOGIES
CORP., a Delaware corporation ("Caliper"). Any capitalized terms used herein but
not defined shall have the meaning ascribed to them in the Intellectual Property
Agreement.

                                    RECITALS

         WHEREAS, Caliper has developed proprietary microfluidics and
miniaturization technology applicable to pharmaceutical candidate Screening
techniques; and

         WHEREAS, Amphora is in the business of screening agents and compounds
using Caliper's technology and commercializing the data for use by third
parties; and

         WHEREAS, Caliper and Amphora have entered into an Intellectual Property
Agreement of even date herewith which contains certain exclusivity, licensing
and other collaboration provisions; and

         WHEREAS, Caliper and Amphora desire to establish a commercial
relationship for the purchase of Caliper's goods and services by Amphora.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

        1.1.    "AFFILIATE" shall mean, with respect to any Person, any other
                Person controlling, controlled by or under common control with,
                such Person. For purposes of this definition, the term "control"
                means the possession of the power to direct the management or
                policies of a Person through ownership of fifty percent (50%) or
                more of its voting securities entitled to


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                vote in the election of directors (or, in the case of a Person
                that is not a corporation, for the election of the corresponding
                managing authority).

        1.2.    "AMPHORA DEVELOPED PRODUCT" shall mean any product or component,
                including software, that is used in or reasonably useful for
                Screening and that is developed or made by or on behalf of
                Amphora pursuant to the license granted in Section 6.1.1,
                provided that the development, manufacture or use of such
                product by or on behalf of Amphora would infringe one or more
                claims of Patent Rights included in the Caliper Intellectual
                Property absent such license and not merely trade secret rights.

        1.3.    "AMPHORA IMPROVEMENTS" shall mean all inventions (whether or not
                patentable), discoveries, methods, compositions and other trade
                secrets and know-how (collectively, "Improvements") that are
                conceived or first reduced to practice by Caliper, solely or
                jointly with others, during the Term and in the course of
                performing services on behalf of Amphora hereunder, except as
                otherwise mutually agreed in writing, or otherwise using Amphora
                Materials, to the extent they are directed to [ * ] biological
                targets or compounds provided by Amphora, [ * ]. Amphora
                Improvements shall exclude all LabChip Improvements.

        1.4.    "CALENDAR QUARTER" shall mean a period of three consecutive
                calendar months commencing with any of January, April, July, or
                October.

        1.5.    "CALIPER INTELLECTUAL PROPERTY" shall have the meaning assigned
                in the Intellectual Property Agreement.

        1.6.    "CHIP" shall mean a microfluidic chip offered for sale or
                otherwise made available by Caliper to any Person, for use in a
                system which is used in, or useful for, Target Assay Protocol
                development or Screening, or otherwise generating data for a
                Multi-Target Screening Database (as defined in the Intellectual
                Property Agreement).

        1.7.    "CONFIDENTIAL INFORMATION" of a party shall mean all information
                provided by such party to the other party either in connection
                with the discussions and negotiations pertaining to this
                Agreement or in the course of performing this Agreement, whether
                in writing, orally or otherwise, provided that such information
                is either (i) the type of information that is customarily
                treated as confidential by the disclosing party, or (ii)
                specifically designated as confidential, in writing orally or
                otherwise, at the time of disclosure or reasonably promptly
                thereafter.. Subject to the foregoing, Confidential Information
                may include without


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                limitation, data; knowledge; practices; processes; ideas;
                research plans; chemical compounds; engineering designs and
                drawings; research data; manufacturing processes and techniques;
                scientific, manufacturing, marketing and business plans; and
                financial and personnel matters relating to the disclosing party
                or to its present or future products, sales, suppliers,
                customers, employees, investors or business. Notwithstanding the
                foregoing, information shall not be deemed Confidential
                Information for purposes of this Agreement if such information:

                        (a)     was already known to the receiving party or its
                                Affiliates, other than under an obligation of
                                confidentiality, at the time of disclosure by
                                the disclosing party, as shown by the receiving
                                party's files and records immediately prior to
                                the time of disclosure;

                        (b)     was generally available or known to the public
                                or otherwise part of the public domain at the
                                time of its disclosure to the receiving party;

                        (c)     became generally available or known to the
                                public or otherwise part of the public domain
                                after its disclosure to the receiving party
                                through no fault of the receiving party;

                        (d)     was disclosed to the receiving party or its
                                Affiliates, other than under an obligation of
                                confidentiality, by a third party who had no
                                obligation not to disclose such information to
                                others; or

                        (e)     was independently discovered or developed by the
                                receiving party or its Affiliates without the
                                use of Confidential Information belonging to the
                                disclosing party.

        1.8.    "CONTRACT YEAR" shall mean a period of one year commencing on
                the Effective Date or on any anniversary of the Effective Date.

        1.9.    "COST OF GOODS" shall mean the cost of goods sold for the
                particular Product as calculated by Caliper in accordance with
                GAAP as GAAP is applied by Caliper in generating its publicly
                reported financial statements. As used herein, "GAAP" shall mean
                the then-current applicable Generally Accepted Accounting
                Principles in the United States consistently


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                applied as recognized or accepted by the United States
                Securities and Exchange Commission and the Financial Accounting
                Standards Board.

        1.10.   "DATAPOINT" shall mean [ * ] an Instrument introduces a sample
                into a Chip through a sipper in order to perform a particular
                LabChip Assay. As an example, on a standard Chip, a Datapoint is
                acquired [ * ] a sipper introduces such a sample into the Chip
                by dipping into a well.

        1.11.   "EFFECTIVE DATE" shall have the meaning stated in the
                introductory paragraph of this Agreement.

        1.12.   "EFFECTIVE FILING DATE" shall mean the earliest effective
                priority filing date to which the Patent Right is entitled in
                the applicable country, as determined on a claim by claim basis,
                in accordance with applicable law. By way of example, it is
                understood that the Effective Filing Date for each claim in a
                United States patent is the earlier of (i) the actual filing
                date of the United States patent application which issued into
                such patent, (ii) the priority date under 35 U.S.C. Section 119
                for such claim, or (iii) the priority date under 35 U.S.C.
                Section 120 for such claim.

        1.13.   "FORECAST" shall have the meaning set forth in Section 2.4.1.

        1.14.   "FTE" shall mean one or more Caliper full-time equivalent
                person(s), whether employees, contractors or consultants,
                engaged in activities on Amphora's behalf under this Agreement
                for the equivalent of one full-time employee's time (assuming a
                40-hour workweek).

        1.15.   "GENERAL ASSAY PROTOCOL" shall mean the protocol and set of
                biochemical conditions for performing a Screening assay on an
                Instrument System and Chip, which protocol and conditions are
                generally applicable to assays for multiple different biological
                targets.

        1.16.   "INSTRUMENT SYSTEM" shall mean the collection of hardware and
                software for use with Chips in a Screening system offered for
                sale or otherwise made available by Caliper to any Person, which
                system is used in, or useful for, Target Assay Protocol
                development or Screening, or otherwise generating data for a
                Multi-Target Screening Database (as defined in the Intellectual
                Property Agreement).


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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        1.17.   "INTELLECTUAL PROPERTY AGREEMENT" shall mean that certain
                Intellectual Property Agreement by and between the parties
                hereto of even date herewith.

        1.18.   "IP" shall mean any and all rights in, to or arising out of any
                Patent Rights, trade secrets, know how or copyright rights.

        1.19.   "LABCHIP ASSAY" shall mean the complete protocol and set of
                biochemical conditions selected by a party for performing a
                Screening assay for a particular biological target on an
                Instrument System and Chip, consisting of the Target Assay
                Protocol plus the General Assay Protocol. LabChip(R) is a
                registered Caliper trademark but is printed without the
                registration mark in this Agreement for convenience.

        1.20.   "LABCHIP IMPROVEMENTS" shall mean all inventions (whether or not
                patentable), discoveries, methods, compositions and other trade
                secrets and know-how (collectively "Improvements") that are
                conceived or first reduced to practice by Amphora, solely or
                jointly with others, (i) during the Term, (ii) [ * ] and (iii) [
                * ] directed to the design, development or manufacture of
                microfluidic chips or chip interfaces. For purposes of (iii),
                "directed to" means that the Improvement does [ * ] with regard
                to microfluidic chips. "Chip interface" means the [ * ]
                interface between a microfluidic chip and associated hardware.
                "LabChip Improvements" specifically include, but are not limited
                to, (a) chip designs and formats, (b) the chip cartridge design,
                (c) how the actuation forces (e.g., pressure, electrical) are
                applied to the chip, (d) physical or chemical methods for
                measuring temperature in channels, (e) Improvements directed to
                the Library Card System and (f) methods of controlling physical
                conditions for reagents on the chip (e.g. control of evaporation
                and temperature in on-chip reservoirs, or control of temperature
                or pressure in chip channels). For purposes of (e), "directed
                to" means that the Improvement does [ * ] with regard to Library
                Card Systems. "LabChip Improvements" specifically exclude, among
                other things, Target Assay Protocols.

        1.21.   "LIBRARY CARD SYSTEM" shall mean the system for low quantity,
                high-density storage of compounds retrievable with sipper chips,
                as further described in (i) Caliper's internal product lifecycle
                documentation as of the Effective Date, and (ii) pending patent
                applications filed by Caliper.

        1.22.   "LICENSABLE INTELLECTUAL PROPERTY" shall have the meaning
                assigned in the Intellectual Property Agreement.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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        1.23.   "MATERIALS" shall have the meaning specified in Section 7.4.

        1.24.   "NEW LAB-ON-A-CHIP PRODUCTS" shall mean any product or
                component, including software, hardware, a microfluidic chip, a
                reagent, a LabChip Assay, that (i) is, or is used in, a
                chip-based system that utilizes Caliper's microfluidic chip
                technologies, (ii) is used in or reasonably useful for Screening
                and (iii) is not a Product as of the Effective Date. New
                Lab-on-a-Chip Products shall not include anything that
                constitutes a LabChip Improvement or Amphora Improvement.

        1.25.   "PATENT RIGHTS" shall have the meaning assigned in the
                Intellectual Property Agreement.

        1.26.   "PERSON" shall mean an individual, partnership, firm,
                corporation, limited liability company, joint venture,
                association, trust, any governmental agency or political
                subdivision thereof, or any other legal entity.

        1.27.   "PRODUCTION YEAR" shall mean a period of one year commencing on
                the Validation Date or on any anniversary thereof.

        1.28.   "PRODUCTS" shall mean all Instrument Systems, Chips, and other
                products and components, including hardware, Software and
                reagents, that (i) Caliper offers for sale or otherwise makes
                available during the Term to any Person and (ii) are used in, or
                useful for, LabChip Assay development or Screening, or otherwise
                generating data for a Multi-Target Screening Database (as
                defined in the Intellectual Property Agreement). For avoidance
                of doubt, Products shall include but not be limited to the
                products set forth in Exhibit B.

        1.29.   "PROJECTED AVAILABILITY DATE" shall have the meaning specified
                in Section 5.3.1.

        1.30.   "PURCHASE TERMS" shall mean the purchase terms and conditions
                set forth in Exhibit A.

        1.31.   "SCHEDULED DELIVERY DATE" shall mean the date on which Amphora
                has requested that a Product shall be shipped to Amphora,
                subject to the ordering lead times set forth in Section 2.4.

[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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        1.32.   "SCREENING" shall have the meaning specified in the Intellectual
                Property Agreement.

        1.33.   "SCREENING DATABASE BUSINESS" shall have the meaning specified
                in the Intellectual Property Agreement.

        1.34.   "SPECIFICATIONS" shall mean the system specifications that
                accompany a Product or that are provided by Caliper in
                connection with the purchase of a Product.

        1.35.   "TARGET ASSAY PROTOCOL" shall mean the protocol and set of
                biochemical conditions for performing a Screening assay on an
                Instrument System and Chip, which protocol and conditions have
                been selected by a party for assaying one particular biological
                target. Target Assay Protocol shall not include any elements of
                such protocol or biochemical conditions that are included in the
                General Assay Protocol.

        1.36.   "TERM" shall have the meaning set forth in Section 12.1.

        1.37.   "TWELVE SIPPER SYSTEM" shall mean a system that contains (i) a
                Chip that has twelve sippers, (ii) the instrument and software
                on which such a Chip operates, and (iii) a standard LabChip
                Assay that can be run on the foregoing Chip, Instrument System
                and software.

        1.38.   "VALIDATION DATE" shall mean the date on which the initial
                quantities of Chips mutually agreed upon by the parties have
                been delivered to Amphora, and the initial shipment of
                Instrument Systems in a quantity to be mutually agreed have been
                installed by Caliper at Amphora's North Carolina offices (or as
                otherwise mutually agreed), and demonstrated by Caliper to
                function in accordance with the Specifications for such
                Instrument Systems and in performing Caliper's standard
                fluorogenic LabChip Assay. The parties expect such testing to be
                completed by [ * ].

2. PRODUCTS

        2.1.    PRODUCT SALES. Throughout the Term, Caliper shall make available
                to Amphora all Products that Caliper makes commercially
                available to any customer. Caliper shall make all Products set
                forth on Exhibit B available to Amphora in accordance with the
                terms and conditions of this Agreement (including the Purchase
                Terms), without additional terms or restrictions. Caliper shall
                make available to Amphora other Products in accordance with
                Caliper's standard terms, provided that such Products may be
                subject to certain additional restrictions,


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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                limitations, or terms, provided that such restrictions, terms
                and limitations shall be commercially reasonable and shall not
                materially adversely affect Amphora's rights under this
                Agreement or the Intellectual Property Agreement. In addition,
                during the course of this Agreement, Caliper may offer Amphora
                the opportunity to receive products other than Products. For
                example, Amphora may receive products being commercialized
                through Caliper's research collaboration with Agilent. Terms
                related to such transactions will be agreed upon separately or
                established for all customers by Caliper and Agilent, and are
                not intended to be included under the scope of this Agreement
                except as otherwise set forth herein. [ * ] ANY TERMS OR
                CONDITIONS OF ANY PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER
                DOCUMENT ISSUED BY EITHER PARTY FOR A PRODUCT SET FORT ON
                EXHIBIT B WHICH ARE IN ADDITION TO OR INCONSISTENT WITH THIS
                AGREEMENT OR THE INTELLECTUAL PROPERTY AGREEMENT SHALL HAVE NO
                EFFECT AND SUCH TERMS AND CONDITIONS ARE HEREBY EXCLUDED, UNLESS
                SUCH ADDITIONAL TERMS AND CONDITIONS ARE SET FORTH IN A WRITING
                SIGNED BY BOTH PARTIES.

2.2. INITIAL SYSTEMS.

                2.2.1.  INITIAL PURCHASE ORDER. With respect to Products
                        purchased under the first purchase order submitted by
                        Amphora hereunder, Caliper shall resolve any performance
                        issues within five (5) business days of written notice
                        from Amphora.

                2.2.2.  PURCHASE COMMITMENT. Subject to the terms and conditions
                        of this Agreement, including the Purchase Terms, and
                        notwithstanding the lead times set forth in Section 2.4,
                        Amphora shall place orders for and take delivery of, at
                        least [ * ] Instrument Systems prior to [ * ] . Caliper
                        shall ship the foregoing Instrument Systems pursuant to
                        a schedule reasonably requested by Amphora. The
                        Instrument Systems ordered concurrently with the
                        execution of this Agreement shall be counted toward the
                        foregoing purchase commitment. Prior to [ * ] Amphora
                        shall purchase, and Caliper shall deliver to Amphora, at
                        least an additional [ * ] Instrument Systems, subject to
                        the terms and conditions of this Agreement, including
                        the Purchase Terms. Notwithstanding anything to the
                        contrary, Amphora shall have the right to suspend orders
                        and delivery of further Instrument Systems under this
                        Section 2.2 without breach in the event of ongoing,
                        material warranty or installation issues with at least [
                        * ] of delivered or installed Instrument Systems
                        purchased by Amphora, which issues are not resolved
                        within [ * ] days of written notice by Amphora. Upon
                        resolution of the


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                warranty or installation issue, the schedule for delivery of
                subsequent Instrument Systems will be reasonably adjusted in
                light of any delay relating to such issue, if such an adjustment
                is requested by Amphora.

        2.3.    [ * ] PRODUCTS. Notwithstanding Section 2.1, during the
                Exclusivity Period, [ * ] any product reasonably useful for
                Screening that is [ * ] and incorporates any Caliper
                Intellectual Property, provided that Amphora may [ * ]
                incorporate Caliper Intellectual Property. If [ * ]
                incorporating Caliper Intellectual Property that Caliper [ * ]
                during the Exclusivity Period, then, upon Amphora's request,
                Caliper [ * ] to Amphora upon commercially reasonable terms.

2.4. FORECASTS AND ORDERS.

                2.4.1.  FORECASTS. Amphora shall provide to Caliper, within
                        thirty (30) days after the Effective Date and by the
                        fifth day of each subsequent Calendar Quarter during the
                        Term, Amphora's written, good-faith forecast of the
                        quantity of Chips and Instrument Systems that Amphora
                        anticipates it will order in each month during the
                        following twelve-month period (each, a "Forecast"),
                        provided that the number of Chips in the first six (6)
                        months of each Forecast may not be increased by more
                        than [ * ] the immediately preceding Forecast for the
                        same period without the written consent of Caliper. If a
                        new Chip or Instrument System is made available
                        hereunder, an initial Forecast shall be provided by
                        Amphora, which initial Forecast shall serve as the first
                        Forecast for such Chip and/or Instrument System under
                        this Section 2.4.1, with deliveries commencing at a date
                        mutually agreed upon by the parties, which Caliper shall
                        not require to be later than when Caliper first makes
                        such Chip or Instrument System available to any third
                        party Caliper shall supply to Amphora the quantities of
                        Chips and Instrument Systems set forth in each Forecast
                        to the extent set forth in Section 2.4.2.
                        Notwithstanding anything set forth in this Section 2.4,
                        if a Forecast for two (2) consecutive calendar months
                        exceeds by more than [ * ] the actual orders placed by
                        Amphora for such months, then Caliper shall be required
                        to supply, in the immediately following calendar month,
                        the lesser of (i) the percentage of Products required
                        under Section 2.4.2 below, or (ii) the percentage of
                        Products required under Section 2.4.2 minus the average
                        percentage by which the previous two months' Forecast
                        exceeded actual orders in such months. For example, if
                        the Forecast for two consecutive months exceeded actual
                        orders by [ * ] respectively, then Caliper shall only


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                        be required to supply [ * ] of the Products that would
                        otherwise be required for the following month under
                        Section 2.4.2.

                2.4.2.  ORDERS. If Amphora provides to Caliper a purchase order
                        for Chips at least three (3) months prior to the
                        Scheduled Delivery Date for such Chips, then Caliper
                        shall supply such Chips by such date, provided that
                        Caliper shall not be required to timely supply that
                        number of Chips which is in excess of [ * ] forecast in
                        the immediately preceding Calendar Quarter, provided
                        that Caliper shall use commercially reasonable efforts
                        to fill orders for such quantities of Chips from
                        available supplies. If Amphora provides to Caliper a
                        purchase order for Instrument Systems at least six (6)
                        months prior to the Scheduled Delivery Date for such
                        Instrument Systems, then Caliper shall supply such
                        Instrument Systems by such date, provided that Caliper
                        shall not be required to timely deliver that number of
                        Instrument Systems which is in excess of [ * ] of the
                        Forecast provided to Caliper in the Calendar Quarter
                        prior to the immediately preceding Calendar Quarter,
                        provided that Caliper shall use commercially reasonable
                        efforts to fill orders for such excess quantities of
                        Instrument Systems from available supplies. Caliper
                        shall notify Amphora within fifteen (15) calendar days
                        from receipt of a purchase order of its ability to fill
                        any amounts of such order in excess of the quantities
                        that Caliper is obligated to supply. It is acknowledged
                        and agreed that the parties may mutually agree from time
                        to time to substitute new or improved Chips for existing
                        Chips set forth in Amphora's Forecasts. The appropriate
                        employees from each party shall meet on a monthly basis,
                        or as otherwise mutually agreed, to discuss the
                        Forecasts.

                2.4.3.  EARLY DELIVERY. For Chips delivered more than [ * ]
                        calendar days in advance of the Scheduled Delivery Date,
                        Amphora shall have the right to return such Chips to
                        Caliper freight collect (with risk of loss remaining on
                        Caliper) or accept such Chips with payment terms based
                        upon the Scheduled Delivery Date and not the date of
                        shipment by Caliper.

3. SERVICES

        3.1.    GENERAL. During the Term, Amphora shall have the right to
                request that Caliper perform the services set forth herein, and
                such services shall be provided by Caliper to Amphora, and
                contractors working on Amphora's behalf, subject to the terms
                set forth herein. Services to be provided by Caliper shall
                include, without limitation, (i) LabChip Assay development for
                targets selected by Amphora, (ii) installation, maintenance, and
                support for Product and


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                training and support for Amphora personnel developing LabChip
                Assays or using Products, (iii) custom development projects, and
                (iv) instrument platform extensions.

        3.2.    PROJECT PLAN. Subject to Section 3.4, each year during the Term,
                or as otherwise mutually agreed by the parties, Amphora and
                Caliper shall agree upon the services to be provided by Caliper
                to Amphora during such year or other time period (the "Project
                Plan"), subject to Caliper's determination of commercial and
                technical feasibility, and mutual agreement upon commercially
                reasonable terms for such services. Amphora and Caliper will
                jointly propose priorities and tasks to be accomplished by
                Caliper to support the Project Plan. Caliper will determine the
                necessary personnel resources and provide estimates (in writing,
                if requested) of the projected time needed to perform relevant
                tasks for, and the technical feasibility of various tasks
                included in, the Project Plan. The parties may amend the Project
                Plan at any time upon mutual agreement.

3.3. TYPES OF SERVICE.

                3.3.1.  LABCHIP ASSAY DEVELOPMENT. Throughout the Term, LabChip
                        Assays for Amphora's targets will be developed
                        collaboratively by the parties or solely by Amphora, as
                        determined by Amphora. In general, where Caliper is
                        developing a LabChip Assay for Amphora, Amphora will
                        develop the appropriate biochemical and/or cellular
                        reagents for the LabChip Assay and will provide the
                        necessary (as determined by Amphora) quantities of
                        reagents to Caliper. With respect to each Chip for use
                        in a LabChip Assay desired by Amphora, Caliper shall
                        supply such Chip to Amphora in accordance with the terms
                        and conditions in this Agreement, including the ordering
                        and forecasting terms set forth in Section 2.4. Caliper
                        shall use commercially reasonable efforts to make such
                        Chip available to Amphora as soon as possible after
                        Amphora's request.

                3.3.2.  TRAINING. As Amphora requests at any time during the
                        Term, one or more Caliper employees shall provide
                        training for Amphora employees in development of LabChip
                        Assays and use of Products, with the intended result of
                        making Amphora independent in its use of the Products
                        and in LabChip Assay development. The parties will
                        attempt to schedule such training at mutually convenient
                        times, provided that Caliper shall use commercially
                        reasonable efforts to meet the timing requested by
                        Amphora. Caliper shall also use commercially reasonable
                        efforts to provide the training at the locations


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                        requested by Amphora, including a number of visits to
                        Amphora's facilities in North Carolina to be mutually
                        agreed.

                3.3.3.  INSTALLATION. It is acknowledged and agreed that, if the
                        parties have not previously agreed upon an installation
                        date for an Instrument System or component thereof, then
                        within thirty (30) calendar days after Amphora's request
                        for installation, Caliper shall install such Instrument
                        System at the location specified by Amphora. There shall
                        be no charge by Caliper for such installation of each
                        such Instrument System at one initial location, it being
                        understood that the fees for such services are included
                        in Amphora's purchase price for such Instrument System.
                        The parties shall mutually agree upon the installation,
                        testing and acceptance criteria and processes for
                        Instrument Systems.

                3.3.4.  MAINTENANCE AND SUPPORT. Caliper shall provide software
                        and equipment upgrades at Caliper's option, and
                        technical telephone support of Products, pursuant to the
                        Purchase Terms set forth in Exhibit A at no charge, it
                        being understood that the fees for such upgrades and
                        support are included in Amphora's purchase price for the
                        applicable Product. Additional upgrades, maintenance and
                        support services shall be available at an additional
                        charge.

        3.4.    FIRST YEAR FTES. Subject to the terms and conditions of this
                Agreement, during the first Contract Year, Caliper shall provide
                to Amphora, and Amphora shall request, the assistance and
                support of [ * ] FTEs. Amphora shall have the right to use FTEs
                under this Section 3.4 for the performance of any services set
                forth herein, including the services set forth in this Article
                3, subject to the terms of a Project Plan. Caliper and Amphora
                shall agree upon a Project Plan for such [ * ] FTEs. The parties
                may mutually agree in writing to adjust the foregoing FTE
                commitment.

        3.5.    QUALIFICATIONS. All services performed hereunder will be
                performed in a high quality, professional, and workmanlike
                manner consistent with industry practices and standards
                applicable to services of the type being provided. Caliper will
                use commercially reasonable efforts at all times to assign only
                individuals with the skills, experience, training and
                qualifications reasonably sufficient to perform services in
                accordance with this Agreement. Amphora shall have the right to
                require Caliper to replace, within sixty (60) days following
                Amphora's written request, any individual performing services
                who Amphora determines does not meet the criteria set forth
                above. If Caliper fails to comply with its obligations this
                Section 3.5, then at Amphora's request and at no cost or expense
                to Amphora, Caliper shall


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                promptly re-perform the relevant services. Caliper shall use
                commercially reasonable efforts in order to minimize materially
                disruptive changes in the Caliper personnel that provide Amphora
                support during a project.

        3.6.    AGREEMENTS WITH EMPLOYEES AND CONSULTANTS. Caliper shall have
                and maintain an agreement with each employee, consultant, and
                other individual performing services for Amphora under this
                Agreement such that, as between Caliper and such individual, all
                technology and IP invented or developed by such individual in
                the course of performing the services is assigned to and owned
                solely by Caliper. As between Caliper and Amphora, ownership
                shall be determined in accordance with the terms and conditions
                of this Agreement or a Related Agreement unless otherwise agreed
                in a writing signed by both parties.

        3.7.    FACILITY RULES. All individuals provided by Caliper to perform
                services, while on Amphora's premises, shall comply with all
                applicable rules and regulations of Amphora. No such individual
                shall stop, delay or interfere with Amphora's day-to-day
                operations without the prior written consent of Amphora. Caliper
                shall be solely responsible for compliance with the laws, rules,
                and regulations of any government entity with respect to all
                such individuals, including employment of labor, hours of labor,
                payment of wages, payment of taxes, unemployment, social
                security and other payroll taxes, and obtaining applicable
                contributions from such individuals when so required by law.

        3.8.    THIRD PARTY TECHNOLOGY. Caliper shall not use any IP or
                technology owned by a third party in connection with any
                services hereunder, or disclose any such third party IP or
                technology to Amphora, unless Caliper obtains Amphora's prior
                written consent and provides Amphora with all information
                reasonably requested by Amphora regarding such IP and
                technology, in each case, if Caliper's use of such third party
                technology in connection with the provision of services to
                Amphora, or Amphora's exploitation of the results of Caliper's
                services, would violate any agreement with or proprietary right
                of the third party.

        3.9.    DEVELOPMENT RECORDS. Caliper shall make commercially reasonable
                efforts to maintain reasonable records relating to services
                provided under this Agreement.

        3.10.   REPORTING. Caliper shall deliver written reports to Amphora
                within the first ten (10) days of each Calendar Quarter
                describing the actual time applied by Caliper's employees and
                designees to Amphora support tasks in the preceding Calendar
                Quarter. Such reports shall


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                include a reasonable description of the project, the name of
                each individual performing the work, and the time spent by such
                individual to perform the project on a daily basis.

4. PRICING AND PAYMENTS

        4.1.    INSTRUMENT SYSTEM PRICING. Instrument Systems identified on
                Exhibit C (and materially similar Instrument Systems with minor
                modifications or improvements) (collectively, "Current
                Instrument Systems") and all Instrument Systems other than
                Current Instrument Systems ("Future Instrument Systems")
                purchased during the first [ * ] Contract Years shall be offered
                to Amphora at the discounts set forth in Exhibit C. The discount
                rate for Class I Products shall be based upon the total
                aggregate number of Class I Products purchased in the then
                current Contract Year. The discount rate for Class II Products
                shall be based upon the total aggregate number of Class II
                Products purchased in the then current Contract Year. Future
                Instrument System purchases in each Contract Year shall be
                aggregated with Amphora's total purchases of Current Instrument
                Systems during such Contract Year within each Instrument System
                class set forth on Exhibit C for the purpose of determining
                Amphora's discount rate for such Future Instrument Systems. For
                purposes of Exhibit C, "Class I" Instrument Systems are Current
                Instrument Systems and Future Instrument Systems for Screening
                that have environmental controls and plate handling capability,
                and "Class II" Instrument Systems are Current Instrument Systems
                and Future Instrument Systems that do not include environmental
                controls and plate handling capability.

        4.2.    CHIP AND DATAPOINT PRICING. Until the end of [ * ] the pricing
                for each Chip and Datapoint derived from a Chip shall be as set
                forth in this Section 4.2.

                4.2.1.  CHIPS. Subject to the terms and conditions of this
                        Agreement, Caliper will sell Chips to Amphora at [ * ]
                        the then-current list price for the volumes purchased by
                        Amphora (the current list price for a 4-sipper Chip is
                        $250), or [ * ] for the applicable Chip.

                4.2.2.  DATAPOINTS.

                        4.2.2.1.[ * ] YEAR. Subject to the terms and conditions
                                of this Agreement, Amphora shall pay to Caliper
                                [ * ] Datapoints generated prior to the end of
                                the [ * ].

                        4.2.2.2.[ * ] YEAR. Subject to the terms and conditions
                                of this Agreement, Amphora shall pay to Caliper
                                [ * ] Datapoints produced during the [ * ]. If
                                Amphora produces


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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                                [ * ] Datapoints during [ * ] then Amphora shall
                                pay Caliper [ * ] produced by Amphora during [ *
                                ] up to a maximum total price of [ * ].

                        4.2.2.3.VALID DATAPOINTS. If Amphora submits a service
                                or warranty claim for a defective Chip or
                                Instrument System, then the Datapoints generated
                                by such Chip or Instrument System during the
                                period in which Amphora claims that such Chip or
                                Instrument System was defective shall not count
                                towards the total number of Datapoints generated
                                by Amphora for purposes of invoicing Amphora for
                                Datapoint fees under Section 4.2.2.2 above,
                                provided that (i) Amphora shall have in place
                                sufficient quality control procedures to, and
                                shall in the event of a warranty claim, cease
                                use of, the allegedly defective Chip or
                                Instrument System within one (1) day of Amphora
                                becoming aware of the defect; (ii) Amphora shall
                                report such defective Product and, in the event
                                of a defective Chip, return the Chip to Caliper,
                                within five (5) calendar days of Amphora
                                becoming aware of the defect, and (iii) the
                                claim was subsequently verified or accepted by
                                Caliper, such review by Caliper to occur within
                                thirty (30) days after the claim is submitted by
                                Amphora. The parties shall cooperate to
                                establish further procedures to administer this
                                Section 4.2.2.3.

                        4.2.2.4.FAILURE OF CHIP SUPPLY. Notwithstanding
                                Sections 4.2.2.1 and 4.2.2.2, if, in any
                                Calendar Quarter during [ * ], Caliper fails to
                                supply to Amphora by the Scheduled Delivery Date
                                at least [ * ] of the Chips that Caliper is
                                required to supply pursuant to Section 2.4, then
                                a percentage of the quarterly Datapoint fees
                                that were paid by Amphora at the beginning of
                                such Calendar Quarter shall be reimbursed by
                                Caliper to Amphora as a credit or refund in
                                accordance with Section 4.2.2.6 below. The
                                percentage of such Datapoint fees to be
                                reimbursed shall equal [ * ] during such
                                Calendar Quarter.

                        4.2.2.5.CHIP WARRANTY ISSUES. Notwithstanding Sections
                                4.2.2.1 and 4.2.2.2, if, in any Calendar Quarter
                                during [ * ] of Chips delivered in any Calendar
                                Quarter are returned by Amphora due to a
                                warranty claim, and Caliper's warranty or
                                service organization agrees to provide any
                                accommodation to Amphora in view of such
                                warranty claim (applying the same standards
                                Caliper applies to warranty claims from its
                                other customers), then a percentage of the
                                quarterly Datapoint fees that were paid by
                                Amphora at the beginning of such Calendar
                                Quarter shall be reimbursed by Caliper to
                                Amphora as a credit or refund in accordance with


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                                Section 4.2.2.6 below. The percentage of
                                Datapoint fees to be reimbursed shall equal [ *
                                ] that were not the subject of an acknowledged
                                warranty claim as set forth above.


                        4.2.2.6.REIMBURSEMENT PROCEDURE. Each reimbursement
                                accruing in a Calendar Quarter pursuant to this
                                Section 4.2.2 shall be provided by Caliper to
                                Amphora as a credit against Datapoint fees due
                                at the beginning of the immediately following
                                Calendar Quarter; provided that if the
                                applicable failure or delay occurs during the
                                last Calendar Quarter for which a quarterly
                                payment is made under Sections 4.2.2.1 and
                                4.2.2.2, then reimbursement shall be provided as
                                refund paid by Caliper to Amphora within thirty
                                (30) days after the end of such Calendar
                                Quarter. Any reimbursements or reductions of
                                quarterly Datapoint fees pursuant to this
                                Section 4.2.2 shall be cumulative, provided that
                                reimbursements by Caliper shall not exceed the
                                total amount of Datapoint fees due to Caliper in
                                any Calendar Quarter.

        4.3.    SERVICES PRICING. From the Effective Date until [ * ] services
                provided hereunder shall be invoiced at a rate of [ * ]
                (excluding travel expenses for which Amphora is responsible as
                set forth below). Thereafter, such services shall be provided by
                Caliper at rate that is no greater than Caliper's then-current
                list price for comparable services. Amphora will reimburse
                Caliper for Caliper's out of pocket costs of airfare, hotel
                accommodations, and meals reasonably necessary in connection
                with the applicable service pursuant to a reimbursement policy
                mutually agreed by the parties.

        4.4.    [ * ] From the beginning of [ * ] until the end of the Term,
                when Amphora enters into negotiations with Caliper [ * ] of
                Datapoints and/or Products [ * ].

4.5. PAYMENT TERMS.

                4.5.1.  GENERAL. All amounts set forth in this Agreement are in
                        U.S. dollars. Caliper shall invoice Amphora on the date
                        of shipping of a Product. Amphora shall pay all invoices
                        within thirty (30) calendar days of receipt. Except as
                        expressly set forth herein, Caliper shall bear all
                        direct and other costs associated with its personnel
                        performing services. Except as set forth in the Purchase
                        Terms, each party shall be solely responsible for and
                        shall pay all taxes based on amounts it receives in the
                        connection with this Agreement and will fully indemnify
                        the other party for any failure to pay such taxes. If


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BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                        a party does not pay an amount payable to the other
                        party under this Agreement on or prior to the due date,
                        late fees shall accrue and become immediately due and
                        payable on the outstanding unpaid balance at a rate of
                        the lower of one and one-half percent (1.5%) per month
                        or the highest amount permitted by law. Caliper shall
                        have the right, at its option, to discontinue the
                        provision of services hereunder upon ten (10) days
                        notice (with a right to cure) if Amphora has not paid an
                        undisputed invoice within ninety (90) days of receipt of
                        proper invoice.

                4.5.2.  SERVICES. Caliper shall invoice Amphora quarterly in
                        advance for services provided pursuant to a Project
                        Plan. During the first Contract Year, such invoices
                        shall be for a minimum of [ * ] provided that Caliper
                        has made such FTEs reasonably available to Amphora. The
                        fees for each quarter in subsequent years shall be based
                        on the number of hours of support scheduled to be
                        provided for such quarter pursuant to a Project Plan.
                        Requests at any time for Caliper support for a program
                        in excess of the amounts set forth in the Project Plan
                        or otherwise previously agreed upon shall be subject to
                        mutual agreement. The parties shall reconcile any
                        discrepancy between funding and actual Caliper time
                        provided for each quarter within thirty (30) days after
                        the final report for the preceding Calendar Quarter has
                        been delivered to Amphora. Amphora shall not be
                        responsible for any FTE costs or other fees for service
                        except to the extent that the cost and fees have been
                        approved in advance in a further writing signed by
                        Amphora, (not including Amphora's obligation with
                        respect to [ * ] for the first Contract Year as set
                        forth in Section 3.4 above) and Caliper shall not be
                        obligated to perform any activities unless such
                        activities have been approved by Amphora in writing.

                4.5.3.  VARIABLE DATAPOINT FEES. The Datapoint fees set forth in
                        Sections 4.2.2.1 and 4.2.2.2 shall be payable on a
                        quarterly basis in four equal installments, subject to
                        applicable reductions as set forth in Section 4.2.2
                        after the beginning of each of the four Calendar
                        Quarters consecutively following the beginning of [ * ]
                        as applicable. In the event that Amphora generates
                        Datapoints in excess of [ * ] the parties shall agree on
                        the process for reporting and payment for such
                        Datapoints, including the timing of such payments.

                4.5.4.  RECORDS AND INSPECTION. In addition to the development
                        records required under Section 3.9, each party shall
                        keep complete, true and accurate books of account and
                        records sufficient to determine and establish the
                        applicable party's compliance with its obligations under
                        Sections 2.1, 3.6, 4.2.1, 4.2.2 and 4.4. Such books and
                        records shall


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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                        be kept reasonably accessible for three (3) years
                        following the end of the Calendar Quarter to which they
                        pertain. All such records maintained by a party shall be
                        made available for inspection by the other party
                        throughout such three (3) year period by an independent
                        third party auditor selected by mutual agreement of the
                        parties. Such inspections may be made at any time during
                        a party's normal business hours upon five (5) days
                        advance notice. The requesting party shall bear the
                        costs and expenses of inspections conducted under this
                        Section 4.5.4, unless a material non-compliance with
                        this Agreement is identified, whereupon all costs of the
                        audit paid to third parties will be paid by the audited
                        party. In the event that an audit demonstrates that
                        payment from one party to another party is required
                        hereunder, the paying party shall make such payment
                        within thirty (30) days after completion of the audit,
                        together with interest on such overpayment at the rate
                        specified in Section 4.5.1.

5. COLLABORATION AND DEVELOPMENT.

        5.1.    CUSTOM DEVELOPMENT. If Amphora would like to have Caliper
                develop new products or modify existing Caliper products to
                customize them to Amphora's specifications, then Caliper shall
                negotiate with Amphora in good faith regarding an agreement
                under which Caliper is obligated to provide such custom
                development services. Custom development projects may be
                conducted pursuant to the following general terms (the specific
                terms of which shall be negotiated later by the parties):

                                (a)     Amphora may fund all Caliper FTEs at a
                                        rate to be mutually agreed.

                                (b)     Amphora controls the project's
                                        objectives and budget, subject to
                                        Caliper's discretion as to technical
                                        feasibility and potential infringement
                                        of third party IP. The parties mutually
                                        agree on how to achieve the objectives,
                                        reasonable timelines and milestones,
                                        roles and responsibilities, etc. The
                                        parties may also agree on incentives to
                                        spur the development process.

                                (c)     Caliper may have rights to commercialize
                                        resulting products. However, Amphora may
                                        have a period of exclusivity or other
                                        competitive advantage with respect to
                                        use of such products in a Screening
                                        Database Business.

                                (d)     Depending on the scale of the project
                                        and other factors, the parties may
                                        negotiate some form of royalty.


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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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        5.2     ACCELERATED DEVELOPMENT. Amphora and Caliper may mutually agree
                to accelerate a product in the Caliper product development
                lifecycle, and the following general terms may apply: (i)
                Caliper may control the project's objectives, (ii) Amphora may
                fund less than 100% of Caliper's FTEs, and (iii) an exclusivity
                period may or may not apply. The parties have agreed that,
                subject to agreement on terms, Amphora may accelerate the
                development of [ * ] under this Section 5.2 (not as a custom
                project under Section 5.1) once such systems have entered the
                Laboratory Phase pursuant to terms mutually agreed by the
                parties. If Amphora would like to have Caliper accelerate
                development of any system or product, then Caliper shall
                negotiate with Amphora in good faith regarding an agreement
                under which Caliper is obligated to provide such services.

        5.3     [ * ] AND [ * ] SYSTEMS.

                5.3.1   AVAILABILITY. Caliper currently expects that the [ * ]
                        System will enter the laboratory prototype phase of its
                        product lifecycle (the "Laboratory Phase") by [ * ] and
                        currently expects that the [ * ] System will enter the
                        Laboratory Phase by [ * ] (each, the "Projected
                        Availability Date"). Caliper shall keep Amphora fully
                        informed regarding Caliper's progress toward each of the
                        Projected Availability Dates and shall notify Amphora
                        promptly in writing in the event of any potential delay
                        in either Projected Availability Date, describing in
                        such notice Caliper's best estimate of the revised
                        Projected Availability Date.

                5.3.2   INCENTIVE AND LATE FEES. If the [ * ] System enters the
                        Laboratory Phase by [ * ] then Amphora shall pay to
                        Caliper a one-time incentive fee of [ * ]. If the [ * ]
                        System enters the Laboratory Phase on or after [ * ]
                        then Caliper shall pay to Amphora a one-time late fee of
                        [ * ]. If the [ * ] System enters the Laboratory Phase
                        by [ * ] then Amphora shall pay to Caliper a one-time
                        incentive fee of [ * ]. If the [ * ] System enters the
                        Laboratory Phase on or after [ * ] then Caliper shall
                        pay to Amphora a one-time late fee of [ * ]. Any
                        incentive payments paid by Amphora under this Section
                        shall not be counted towards Amphora's Minimums as set
                        forth in Section 3.4 of the Intellectual Property
                        Agreement.

6. LICENSE FOR AMPHORA DEVELOPED PRODUCTS

        6.1.    LICENSE GRANT.


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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                6.1.1.  LICENSE FOR SCREENING DATABASE BUSINESS. Subject to the
                        terms and conditions of this Agreement, Caliper hereby
                        grants to Amphora a worldwide, non-exclusive, [ * ]
                        right and license, under the Licensable Intellectual
                        Property having an Effective Filing Date or generated
                        prior to the [ * ] of the Effective Date to [ * ]
                        excluding all microfluidic chips and chip cartridges and
                        any products which are substantially the same as a
                        Product, for use for any purpose and any application
                        (including use to practice any method or process)
                        related or reasonably ancillary to (i) its Screening
                        Database Business, or (ii) providing contract Screening
                        services. Notwithstanding the foregoing, Amphora agrees
                        that it will not exercise the license in this Section
                        6.1 to use a product for Screening to provide contract
                        Screening services without obtaining Caliper's prior
                        written consent to such development, which consent shall
                        not be unreasonably withheld. The foregoing license
                        grant is subject to all the terms and conditions set
                        forth in Sections 2.3 through 2.7 of the Intellectual
                        Property Agreement regarding license rights to Screening
                        Products, as well as the terms and conditions set forth
                        below in this Article 6. The rights set forth in this
                        Article 6 may not be sublicensed, shared or transferred
                        in any manner without the prior written consent of
                        Caliper, except as otherwise provided in Section 6.8
                        below and in Section 14.5 . If Caliper releases a
                        Product after Amphora has already begun development of
                        an Amphora Developed Product that is substantially the
                        same as such Product, then the license set forth in this
                        Section 6.1 shall apply to such Amphora Developed
                        Product.

                6.1.2.  LICENSE TO SELL TARGET ASSAY PROTOCOLS. Subject to the
                        terms and conditions of this Agreement, Caliper hereby
                        grants to Amphora a worldwide, non-exclusive, [ * ]
                        right and license, under the Licensable Intellectual
                        Property having an Effective Filing Date or generated
                        prior to the [ * ] of the Effective Date to sell and
                        disclose Target Assay Protocols for use with Instrument
                        Systems and Chips offered for sale by Caliper or any
                        Caliper Partner.

        6.2.    MODIFICATIONS OF PRODUCTS. The license set forth in Section 6.1
                above includes the right to modify in any way any hardware or
                software included in a Product purchased by Amphora from
                Caliper. However, if any such modification is made, all warranty
                and other service commitments made by Caliper in connection with
                the sale of the particular Product unit that has been modified
                will be voided, and Caliper will not be obligated to support or
                provide upgrades for such modified Product unit unless the
                parties have otherwise agreed in writing. Upon request by
                Amphora, Caliper will provide [ * ] provided with a Product


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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
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                purchased by Amphora. If Amphora desires any further assistance
                from Caliper to modify [ * ] such assistance shall be the
                subject of negotiations of a collaborative development project
                as discussed in Section 6.4 below. In addition, Amphora may
                reproduce the software provided with a Product for development
                purposes in accordance with this Article 6, provided that such
                reproduced software shall not be installed on any Product unit
                for which software was not previously purchased from Caliper.

        6.3.    DEVELOPMENT OF MICROFLUIDIC CHIPS AND CHIP CARTRIDGES. Caliper
                reserves all rights to design and otherwise develop the
                microfluidic chip or chip cartridge for use with any Amphora
                Developed Product. In response to any request from Amphora for
                Caliper to perform such activities, Caliper agrees to offer
                Amphora terms for providing such services that are no less
                favorable to Amphora than those terms Caliper generally offers
                to third parties for similar development. In all cases Caliper
                shall have the right to require that the specifications for each
                microfluidic chip and chip cartridge be consistent with then
                current Caliper design standards and chip manufacturing
                processes.

        6.4.    DEVELOPMENT OF OTHER COMPONENTS. With regard to all components
                other than the microfluidic chip and chip cartridge to be used
                with any Amphora Developed Product, Caliper shall have a [ * ]
                as described below to provide any development services which
                Amphora may elect to have provided on its behalf by a third
                party. Before discussing any such project with any third party,
                Amphora shall notify Caliper in writing of the project. Amphora
                shall provide Caliper with relevant, non-confidential
                information and negotiate in good faith with Caliper for [ * ]
                regarding Caliper providing such development services. After
                such period, Amphora shall be free to discuss such project with
                any third party and [ * ].

        6.5.    MANUFACTURE AND SUPPLY OF MICROFLUIDIC CHIPS AND CHIP
                CARTRIDGES. Caliper reserves all rights to manufacture and
                supply each microfluidic chip and each chip cartridge for use
                with any Amphora Developed Product, on terms to be negotiated or
                established in the future.

        6.6.    MANUFACTURE AND SUPPLY OF INSTRUMENTS AND OTHER COMPONENTS. With
                regard to instruments and other hardware for use with any
                Amphora Developed Product (not including prototypes or other
                development-stage systems), Caliper shall have a [ * ] as
                described below to manufacture and supply such hardware to
                Amphora. Caliper shall have [ * ] with respect to manufacture
                and supply of software or reagents for use with any


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COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                Amphora Developed Product. Before discussing any manufacturing
                and supply project with any third party, Amphora shall notify
                Caliper in writing of the project. Amphora shall provide Caliper
                with relevant, non-confidential information and negotiate in
                good faith with Caliper for [ * ] regarding Caliper providing
                such manufacturing services. If Amphora and Caliper do not agree
                during such time period, Amphora shall [ * ] Amphora may require
                that information disclosed to Caliper under this Section 6.6
                shall be treated as Amphora Confidential Information and shall
                not be subject to the license rights granted to Caliper under
                Article 7.

        6.7.    NO SALES OF AMPHORA DEVELOPED PRODUCTS. Amphora shall not sell
                or otherwise provide to any third party any Amphora Developed
                Product, except to subcontractors for use on Amphora's behalf
                pursuant to Section 6.8 below or as otherwise set forth in
                Section 6.1.2.

        6.8.    SUBLICENSING AND THIRD PARTIES. Amphora shall have the right to
                have Amphora Developed Products developed, made or used on its
                behalf pursuant to the license granted in Section 6.1.1 above by
                any third party (a "Subcontractor"), provided Amphora has
                complied with all the other provisions of this Article 6 in
                doing so, and subject to subsections 6.8.1 and 6.8.2.

                6.8.1.  INFRINGING SUBCONTRACTORS. Amphora may not engage any
                        third party in any such activities if such third party
                        is otherwise engaged in activities that infringe Caliper
                        Intellectual Property. So that Caliper may monitor this
                        provision, Amphora shall disclose the name of each such
                        third party to Caliper prior to engaging the third party
                        and permit Caliper a reasonable time, not to exceed
                        fifteen (15) days, to investigate and object to such
                        third party on these grounds.

                6.8.2.  SUBCONTRACTOR ACKNOWLEDGEMENT. Amphora shall require any
                        third party engaged as a Subcontractor to enter into a
                        written agreement with Amphora expressly agreeing to all
                        of the same restrictions and obligations applicable to
                        Amphora under Section 2.3 of the Intellectual Property
                        Agreement and Sections 6.3, 6.5 and 6.7 above. Amphora
                        shall make Caliper a third party beneficiary of such
                        provisions and shall provide Caliper with a copy of such
                        provisions promptly following their execution. Caliper
                        shall have the right to enforce such contractual
                        provisions if Amphora fails to take reasonable actions
                        to address any breach of such provisions within a
                        reasonable time after notice of the breach.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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7. INTELLECTUAL PROPERTY AND RIGHTS TO NEW DEVELOPMENTS

        7.1.    GENERAL RULES ON OWNERSHIP OF INVENTIONS. Except as otherwise
                provided in this Article 7, (i) each party shall solely own all
                inventions, works of authorship, other technology, and IP,
                whether patentable or not, created or invented solely by its
                employees and/or consultants and (ii) Caliper and Amphora shall
                jointly own inventions, works of authorship, other technology,
                and IP created or invented jointly by employees and/or
                consultants of both parties, and neither party shall have any
                obligation to obtain the consent of the other party in order to
                exploit or license such inventions, works of authorship,
                technology, or IP, or any duty to account to the other party for
                profits obtained therefrom. Each party shall execute all
                documents and take all actions reasonably necessary to perfect
                ownership rights of the other party as provided in this Article
                7 and to enable the filing of patent applications for assigned
                inventions. Inventorship of all inventions covered by this
                Agreement shall be determined under U.S. patent laws.

        7.2.    LABCHIP IMPROVEMENTS.

                7.2.1.  PATENTED LABCHIP IMPROVEMENTS. Amphora hereby assigns to
                        Caliper all of Amphora's right, title and interest in
                        and to all Patent Rights to the extent claiming any
                        LabChip Improvements. Caliper shall have the sole right
                        to determine whether to file for any Patent Rights
                        claiming a LabChip Improvement disclosed to Caliper
                        pursuant to Section 7.2.2. below, and to control the
                        prosecution and defense of any Patent Rights with
                        respect thereto. If requested by Caliper, Amphora shall
                        cooperate in patenting activities for such LabChip
                        Improvements, at Caliper's expense, and shall execute
                        any documents necessary to effect such assignment. In
                        exchange for this assignment, Caliper hereby grants to
                        Amphora a royalty-free, non-exclusive, non-transferable
                        (except as provided in Section 14.5), perpetual license
                        under such Patent Rights to use such LabChip
                        Improvements, and have them used by others on Amphora's
                        behalf, in Amphora's Screening Database Business,
                        provided that no rights in any other Caliper
                        Intellectual Property (e.g. background patents) are
                        granted pursuant to this Section 7.2.1.

                7.2.2.  UNPATENTED LABCHIP IMPROVEMENTS. For any LabChip
                        Improvement that is not claimed in any patent
                        application or patent, Amphora may elect either to
                        disclose information regarding such LabChip Improvement
                        to Caliper or to retain such information as confidential
                        to Amphora. Caliper may use or disclose freely, without


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>
                        restriction under Article 8 below, any such information
                        that Amphora discloses to Caliper. Such use or
                        disclosure may include, without limitation, inclusion of
                        such information in any patent application filed by
                        Caliper.

                7.2.3.  SOFTWARE PATENTS. The parties recognize that Amphora may
                        make software inventions [ * ] Amphora shall grant
                        Caliper a royalty-free non-exclusive license under any
                        Amphora Patent Rights claiming such inventions for use
                        for all applications outside the Screening Database
                        Business.

        7.3.    AMPHORA IMPROVEMENTS

                7.3.1.  PATENTED AMPHORA IMPROVEMENTS. Caliper hereby assigns to
                        Amphora all of Caliper's right, title and interest in
                        and to all Patent Rights to the extent claiming any
                        Amphora Improvements. Amphora shall have the sole right
                        to determine whether to file for any Patent Rights
                        claiming an Amphora Improvement disclosed to Amphora
                        pursuant to Section 7.3.2. below, and to control the
                        prosecution and defense of any Patent Rights with
                        respect thereto. If requested by Amphora, Caliper shall
                        cooperate in patenting activities for such Amphora
                        Improvements, at Amphora's expense, and shall execute
                        any documents necessary to effect such assignment. In
                        exchange for this assignment, Amphora hereby grants to
                        Caliper a royalty-free, non-exclusive, non-transferable
                        (except as provided in Section 14.5), perpetual license
                        under any such Patent Rights applicable to Target Assay
                        Protocols to use Target Assay Protocols included in
                        Amphora Improvements, and have them used by others on
                        Caliper's behalf, generally in Caliper's business, but
                        not to sell or otherwise provide such Target Assay
                        Protocols or materially the same Target Assay Protocol
                        to third parties; provided that no rights in any other
                        Amphora IP (e.g. background patents) are granted
                        pursuant to this Section 7.3.1.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>
                7.3.2.  UNPATENTED AMPHORA IMPROVEMENTS. For any Amphora
                        Improvement that is not claimed in any patent
                        application or patent, Caliper may elect either to
                        disclose information regarding such Amphora Improvement
                        to Amphora or to retain such information as confidential
                        to Caliper. Amphora may use or disclose freely, without
                        restriction under Article 8 below, any such information
                        that Amphora discloses to Caliper. Such use or
                        disclosure may include, without limitation, inclusion of
                        such information in any patent application filed by
                        Amphora.

        7.4.    USE OF AMPHORA MATERIALS. Amphora and/or its Affiliates may
                provide to Caliper pursuant to this Agreement certain compounds,
                substrates, reagents and other materials (collectively, the
                "Materials"), which are and shall remain the sole property of
                Amphora. Any information provided in connection with the
                Materials shall be treated as Confidential Information of
                Amphora, except as otherwise provided in this Agreement. The
                provision of Materials to Caliper under this Agreement does not
                grant Caliper any license or other right to such Materials,
                except the limited right to use the Materials for the sole
                purpose of satisfying its obligations to Amphora under this
                Agreement and for no other purpose, except as otherwise provided
                in this Agreement. Caliper understands that some Materials may
                have unpredictable or unknown biological and/or chemical
                properties and that they should be used with caution. Upon
                request by Amphora, Caliper shall promptly return to Amphora or
                destroy any remaining Materials.

        7.5.    NEW LAB-ON-A-CHIP PRODUCTS. The parties recognize that they have
                mutual interests in the development of New Lab-on-a-Chip
                Products; Caliper primarily for purposes of commercializing such
                products and Amphora primarily for purposes of using them in
                connection with its Screening Database Business. Caliper is
                granting rights under Caliper Intellectual Property in Article 6
                in order to enable Amphora, not just Caliper, to pursue these
                types of developments. The parties also wish to encourage a
                spirit of open communication and collaboration between them in
                the early investigation of such product opportunities, while
                preserving the freedom in later development stages to either
                collaborate or pursue independent efforts. The parties expect
                that it may be in their mutual interests to pursue such
                opportunities collaboratively. However, they may review and
                discuss such matters on a case by case basis in the future.
                Accordingly, they agree as follows:

                7.5.1.  DISCLOSURE AND DEVELOPMENT OF NEW LAB-ON-A-CHIP
                        PRODUCTS. If either party is interested in pursuing
                        development of a New Lab-on-a-Chip Product, it may do so


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>
                        independently or seek a collaborative development
                        agreement with the other party on the terms contemplated
                        in Sections 5.1 and 5.2 or other terms. Either party may
                        choose, in its sole discretion, whether to disclose or
                        not disclose to the other party any or all information
                        concerning an internal project to develop a New
                        Lab-on-a-Chip, and if so, to what extent. Any such
                        information disclosed to the other party, whether in
                        writing, orally or otherwise in the course of the
                        parties' work together ("Disclosed New Lab-on-a-Chip
                        Product Information"), shall be subject to the license
                        granted to the other party in this Section 7.5. However,
                        even if a party elects not to disclose such information
                        with regard to a particular project, such party
                        acknowledges that any Patent Rights arising out of the
                        undisclosed project will nevertheless be included in the
                        following license grant. The parties expressly agree to
                        this provision in order to encourage collaborative
                        efforts and to avoid having either party be "blocked"
                        from developing and exploiting New Lab-on-a-Chip
                        Products by Patent Rights generated by the other party.

                7.5.2.  GRANT TO CALIPER. Amphora hereby grants to Caliper a
                        worldwide, [ * ] non-exclusive, non-transferable (except
                        as provided in this Section and Section 14.5), right and
                        license, under (i) all Patent Rights owned or licensable
                        by Amphora during the Term having an Effective Filing
                        Date between the Effective Date and the expiration or
                        termination of this Agreement, other than Patent Rights
                        acquired by Amphora from third parties, and (ii) all
                        Amphora trade secret and other know-how rights
                        pertaining to Disclosed New Lab-on-a-Chip Product
                        Information, in each case to [ * ]. However, New
                        Lab-on-a-Chip Products developed pursuant to this
                        license shall be subject to the same terms applicable to
                        Screening Products under Article 3 of the Intellectual
                        Property Agreement (Exclusivity for Screening Database
                        Business) except that such terms shall apply for twenty
                        (20) years from the Effective Date, irrespective of
                        expiration or termination of the Intellectual Property
                        Agreement. Caliper may sublicense such rights, subject
                        to the foregoing exclusivity, only to third parties
                        engaged with Caliper in the development, manufacture or
                        sale of New Lab-on-a-Chip Products, and only if (i) such
                        third parties expressly agree to the preceding terms,
                        and (ii) Caliper manufactures and supplies the chip for
                        use in such New Lab-on-a-Chip Product.

                7.5.3.  GRANT TO AMPHORA. Caliper hereby grants to Amphora a
                        worldwide, [ * ] non-exclusive, non-transferable (except
                        as provided in this Section and Section 14.5), right and
                        license, under (i) all Patent Rights owned or licensable
                        by Caliper during the Term having an Effective Filing
                        Date between the Effective Date and the expiration or
                        termination of this Agreement, other than Patent Rights
                        acquired by Caliper from third


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>
                        parties, and (ii) all Caliper trade secret and other
                        know-how rights pertaining to Disclosed New
                        Lab-on-a-Chip Product Information, in each case (a) to [
                        * ] on the same terms and conditions applicable to
                        Amphora Developed Products under Article 6 of this
                        Agreement and, in addition, (b) with respect to General
                        Assay Protocols and LabChip Assays, and any portion
                        thereof, that have been developed and made pursuant to
                        (a) above and designed to run on instruments and
                        microfluidic chips sold commercially by Caliper or a
                        Caliper Partner, to [ * ] that include Target Assay
                        Protocols developed by Amphora (and tangible embodiments
                        thereof other than microfluidic chips and instruments)
                        to Amphora's Screening Database Business customers.
                        Amphora may sublicense such rights only to third parties
                        engaged with Amphora in the above activities, and only
                        if such third parties expressly agree to the preceding
                        terms.

8. CONFIDENTIALITY; PUBLICITY

        8.1.    CONFIDENTIAL INFORMATION. During the Term, and for a period of
                three (3) years following the expiration or termination of this
                Agreement, each party shall maintain in confidence any and all
                Confidential Information received from the other party. Each
                party further agrees that it shall not use for any purpose not
                authorized under this Agreement or the Intellectual Property
                Agreement or disclose to any third party the Confidential
                Information of the other party, except that either party may
                disclose Confidential Information of the other party on a
                need-to-know basis for such purposes to its directors, officers,
                employees, consultants, agents and Affiliates if it shall have
                first required such recipients to undertake an obligation of
                confidentiality and non-use materially as protective as this
                Section 8.1. For avoidance of doubt and except as otherwise set
                forth herein, Caliper is authorized to use and disclose the
                Confidential Information of Amphora under this Section 8.1
                solely as necessary to supply Products to, and perform services
                for, Amphora under this Agreement. Notwithstanding the
                provisions of this Section, each party may disclose the other
                party's Confidential Information to the extent such disclosure
                is reasonably necessary to comply with applicable governmental
                laws, regulations, or orders; provided that if a party is
                required to make any such disclosure of the other party's
                Confidential Information, it will, to the extent it may legally
                do so, give reasonable advance notice to such other party of
                such disclosure and will use its reasonable efforts to secure
                confidential treatment of such information prior to its
                disclosure (whether through protective orders or otherwise).
                Notwithstanding this Section 8.1, the obligations of
                confidentiality and non-use set forth above shall not apply to
                the extent that the provisions of Articles 6 or 7 grant the
                receiving party rights to disclose or use Confidential
                Information.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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        8.2.    PUBLICITY. Neither party shall originate any news release or
                other public announcement (except with regard to SEC or other
                financial reporting obligations) relating to this Agreement
                without providing the other party with the opportunity to review
                and provide comments regarding the contents of such
                announcement. With regard to SEC or other financial reporting
                obligations relating to this Agreement, each party shall make
                commercially reasonable efforts to consult with the other party
                prior to any public announcements.

        8.3.    CONFIDENTIAL TERMS. The terms of this Agreement shall be
                Confidential Information. Notwithstanding the foregoing, either
                party may disclose this Agreement, under reasonable obligations
                of confidentiality and non-use on a need-to-know basis, to
                investors and their representatives in a private or public
                financing transaction, to potential acquirers or targets and
                their representatives in a corporate change of control
                transaction, otherwise in connection with a merger, acquisition
                of stock or assets, proposed merger or acquisition, or the like,
                as advisable or required by law (including but not limited to
                the filing of this Agreement as an exhibit to a document filed
                with the Securities and Exchange Commission), order or
                regulation of a governmental agency, to legal counsel of such
                parties, or in connection with the enforcement of this Agreement
                or rights under this Agreement. The disclosing party shall
                provide written notice to the other party of any such disclosure
                advisable or required by law, order or regulation of a
                governmental agency, reasonably in advance if practical. If
                either party intends to file this Agreement with the Securities
                and Exchange Commission, such party agrees to provide the other
                party with a copy of the proposed filing for review and comment
                at least ten days in advance of the filing date. The disclosing
                party shall not unreasonably withhold its acceptance of any
                comments made by the other party within such period.

9. REPRESENTATIONS AND WARRANTIES

        9.1.    GENERAL WARRANTIES. Each Party hereby represents and warrants to
                the other that the statements made in this Section 9.1 are true
                and correct as of the Effective Date:

                9.1.1.  AUTHORIZATION; ENFORCEABILITY. The execution and
                        delivery of this Agreement by such Party and the
                        performance of its obligations hereunder and its
                        consummation of the transactions contemplated herein
                        have been duly and validly authorized by all necessary
                        corporate action on the part of such party in accordance
                        with applicable law.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                        This Agreement, when executed and delivered by such
                        party, will constitute a valid and legally binding
                        obligation of such party, enforceable in accordance with
                        its terms.

                9.1.2.  NO DEFAULT. The execution and delivery of this Agreement
                        does not, and the consummation of the transactions and
                        performance of the obligations by such party under this
                        Agreement, including the disclosure of any information
                        to the other party, will not: (i) result in any
                        violation of any statute, law, rule, regulation,
                        judgment, order, decree, or ordinance, in each case as
                        in effect as of the Effective Date, applicable to such
                        party, its Affiliates, or an IP owned or licensed to
                        such party or its Affiliates; (ii) conflict with any
                        provision of the bylaws or articles of incorporation of
                        such party or its Affiliates; (iii) result in any breach
                        or default (with or without notice or lapse of time, or
                        both) under any agreement, contract, or other instrument
                        to which such party or its Affiliate is a party; or (iv)
                        result in the creation of any liens, pledges, charges,
                        claims, security interests or other encumbrances of any
                        sort ("Liens") on any IP owned or licensed to such party
                        or its Affiliates.

                9.1.3.  CONSENTS. No consent, approval, order or authorization
                        of, or registration, declaration or filing with, any
                        court, administrative agency, commission, regulatory
                        authority or other governmental authority or
                        instrumentality, domestic or foreign (a "Governmental
                        Entity") or any other person or entity, is required by
                        or with respect to such party or its Affiliates in
                        connection with the execution or delivery of this
                        Agreement or the consummation of the transactions or
                        performance of the obligations by Caliper or its
                        Affiliates under this Agreement.

        9.2.    ADDITIONAL WARRANTIES BY CALIPER. Caliper hereby represents and
                warrants to Amphora that the statements made in this Section 9.2
                are true and correct as of the Effective Date:

                9.2.1.  NO NOTICE OF INFRINGEMENT. Caliper has not received
                        notice from any person or entity claiming that the
                        manufacture, use, sale, offer for sale, importation, or
                        other exploitation of any Product infringes or
                        misappropriates the IP of any Person (nor has Caliper
                        determined that there is any reasonable basis therefor),
                        nor has Caliper received notice from any Person claiming
                        that the exploitation of any Product constitutes unfair
                        competition or trade practices under the laws of any
                        jurisdiction. Without limiting the foregoing, no claims
                        with respect to any Product have been communicated to
                        Caliper challenging the ownership or validity of
                        Caliper's rights in or to the Products.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                9.2.2.  LITIGATION. There is no action, suit, proceeding, claim
                        or governmental investigation pending or, to Caliper's
                        knowledge, threatened, against Caliper related to any
                        Product.

10. DISCLAIMERS; LIMITATION OF LIABILITY

        10.1.   CALIPER DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT,
                INCLUDING THE PURCHASE TERMS OR THE INTELLECTUAL PROPERTY
                AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL NOT BE
                CONSTRUED AS A PRODUCT WARRANTY BY CALIPER OF ANY KIND, EITHER
                EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES
                OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
                RESPECT TO ANY CALIPER TECHNOLOGY, PRODUCT OR OTHER PRODUCTS
                DEVELOPED OR PROVIDED PURSUANT TO THIS AGREEMENT. Caliper shall
                not be liable to Amphora for any personal injury or property
                damage resulting from use of any Product in a manner that is not
                recommended by Caliper and is not reasonably contemplated or
                intended, except in the case of gross negligence by Caliper, its
                Affiliate or the designee of Caliper or its Affiliate.

        10.2.   AMPHORA DISCLAIMER. AMPHORA MAKES NO REPRESENTATIONS OR
                WARRANTIES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, AND
                AMPHORA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS,
                WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY,
                OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS
                FOR A PARTICULAR PURPOSE. Caliper acknowledges that some of the
                targets and/or Materials to be provided to Caliper pursuant to
                this Agreement are for research purposes. Caliper acknowledges
                that such targets and/or Materials can carry risks and must be
                handled appropriately. Amphora shall not be liable to Caliper
                for any personal injury or property damage resulting from the
                use or handling of such targets and/or Materials, except in the
                case of gross negligence by Amphora or its Affiliate.

        10.3.   NO RELIANCE. Neither party has relied upon any representations
                or warranties of the other party in entering into this Agreement
                except as set forth in this Agreement or the Intellectual
                Property Agreement.

        10.4.   LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO A BREACH OF
                SECTION


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
                INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION,
                LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
                POSSIBILITY THEREOF. Each party acknowledges that the foregoing
                limitations are an essential element of the Agreement between
                the parties and that in the absence of such limitations the
                pricing and other terms set forth in this Agreement would be
                substantially different.

11. INDEMNIFICATION

        11.1.   INDEMNIFICATION. Each party (the "Indemnitor") agrees to
                indemnify, defend and hold harmless each of the other party and
                its Affiliates, and the directors, officers, employees, agents,
                and contractors, of each of such party and its Affiliates, and
                the successors and assigns of any of the foregoing (the
                "Indemnitees"), from and against any and all liabilities,
                damages, settlements, claims, actions, suits, proceedings,
                penalties, fines, costs and expenses (including, without
                limitation, reasonable attorneys' fees and other expenses of
                litigation) (any of the foregoing, a "Claim") incurred by any
                Indemnitee, based upon a claim of a third party arising from or
                occurring as a result of (i) a breach by the Indemnitor of any
                representation, warranty, or covenant under this Agreement; (ii)
                where Caliper is the Indemnitor, the infringement of a third
                party's IP as a result of the purchase or use of any Product or
                deliverable provided by Caliper or its Affiliate or designee; or
                (iii) the negligence or willful misconduct of the Indemnitor,
                its Affiliates, or its designees that perform services
                hereunder.

        11.2.   PROCEDURE. If a party intends to claim indemnification under
                this Section 11, it shall promptly notify the Indemnitor in
                writing of any claim, action, or proceeding (each an "Action")
                in respect of which an Indemnitee intends to claim such
                indemnification, and the Indemnitor shall have sole control of
                the defense and/or settlement thereof; provided that the
                Indemnitee shall have the right to participate, at its own
                expense, with counsel of its own choosing in the defense and/or
                settlement of such Action. The indemnification under this
                Article 11 shall not apply to amounts paid with respect to
                settlement of any Claim if such settlement is effected without
                the consent of the Indemnitee, which consent will not be
                unreasonably withheld or delayed. The failure to deliver written
                notice to the Indemnitor within a reasonable period of time
                after the commencement of any Action, if prejudicial to the
                Indemnitor's ability to defend such Action, shall relieve the
                Indemnitor of any liability to the Indemnitee under this Article
                11 with respect to such Action, but the omission to so


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                deliver written notice to the Indemnitor shall not relieve the
                Indemnitor of any liability to any Indemnitee otherwise than
                under this Article 11. Without limiting the foregoing, the
                Indemnitee shall keep the Indemnitor reasonably informed of the
                progress of any Action for which the Indemnitee intends to claim
                indemnification under this Article 11. The Indemnitor shall not
                be responsible for any costs or expenses incurred by an
                Indemnitee without the Indemnitor's prior written consent, which
                consent will not be unreasonably withheld or delayed.

12. TERM AND TERMINATION

        12.1.   TERM. The term of this Agreement ("Term") shall begin on the
                Effective Date and end at the end of the Exclusivity Period as
                defined in the Intellectual Property Agreement, unless extended
                or earlier terminated pursuant to this Article 12 or modified by
                mutual written agreement of the parties pursuant to Section
                14.5.

        12.2.   TERMINATION BY EITHER PARTY. This Agreement may be terminated
                prior to the expiration of the Term only in accordance with one
                of the following paragraphs:

                12.2.1. Either party may terminate this Agreement upon written
                        notice to the other party in the event of a material
                        breach of this Agreement by such other party; provided,
                        however, that prior to any such termination, the
                        terminating party shall have provided the other party
                        with written notice of the circumstances constituting
                        such breach and such other party shall have failed to
                        cure such breach within a period of ninety (90) days
                        thereafter. The foregoing shall not limit a party's
                        right to seek any other remedies available to it, such
                        as monetary damages and specific performance, without
                        termination of this Agreement.

                12.2.2. Either party may terminate this Agreement immediately
                        upon written notice to the other party if the other
                        party is dissolved.

        12.3.   SURVIVING OBLIGATIONS. No expiration or termination of this
                Agreement shall relieve either party of any obligation accruing
                prior to such expiration or termination. With respect to Article
                6 and Section 7.5, the rights granted therein shall survive,
                subject to the related terms and conditions in such sections,
                only with respect to Amphora Developed Products and New
                Lab-on-a-Chip Products for which development was initiated
                during the Term. The provisions of Sections 3.9, 3.10, 4.5.1,
                4.5.4, 8.1, 8.3, 10.4, and Articles 11, 12, 13 and


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      -32-
<PAGE>
                14, and the reconciliation and reimbursement obligations in
                Section 4.5.2 together with any provisions required for their
                interpretation or enforcement, shall survive the expiration or
                termination of this Agreement.

13. DISPUTE RESOLUTION

        13.1.   ESCALATION. If the parties are unable to resolve any dispute
                between them arising out of or in connection with this
                Agreement, either party may, by written notice to the other,
                have such dispute referred for attempted resolution by good
                faith negotiations between an executive of Caliper and an
                executive of Amphora (each at the vice president level or
                higher). Such negotiations shall commence within thirty (30)
                days after such notice is received by the other party, but
                neither party shall be obligated to negotiate for more than
                ninety (90) days. If the parties should resolve such dispute or
                claim, a memorandum setting forth their agreement will be
                prepared and signed by both parties if requested by either
                Party.

        13.2.   ARBITRATION. Caliper and Amphora agree that any dispute arising
                out of or related to this Agreement, or the validity,
                enforceability, construction, performance or breach hereof,
                which is not settled by the parties in accordance with Section
                13.1 shall be settled by binding arbitration under the then
                current rules of the American Arbitration Association. The venue
                of such arbitration shall be Santa Clara county, CA. The
                arbitration shall be conducted by a panel of three (3)
                arbitrators appointed in accordance with such rules. Unless the
                decision involves the termination of or otherwise prejudices any
                rights of Amphora arising out of this Agreement, the decision
                and/or award rendered by the arbitrator(s) shall be written,
                final and non-appealable and may be entered in any court of
                competent jurisdiction. The parties agree that, any provision of
                applicable law notwithstanding, they will not request, and the
                arbitrator shall have no authority to award, punitive or
                exemplary damages against any party. The costs of any
                arbitration proceedings, including administrative fees and fees
                of the arbitrator(s), shall be shared equally by the parties.
                Each party shall bear the cost of its own attorneys' and expert
                fees.

14 MISCELLANEOUS

        14.1    ASSIGNMENT IN BANKRUPTCY. Notwithstanding anything to the
                contrary, each party (the "First Party") hereby consents to the
                assumption of this Agreement by the other party (the "Second
                Party") in any case under chapter 11 of the United States
                Bankruptcy Code to the extent that such consent is required
                under 11 U.S.C.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      -33-
<PAGE>
                Section 365(c)(1), but only if the Second Party is otherwise
                entitled to assume this Agreement under the requirements of the
                Bankruptcy Code. The sole purpose of the foregoing consent is to
                overcome any restriction imposed by 11 U.S.C. Section 365(c)(1)
                on the Second Party's assumption of this Agreement in a chapter
                11 case concerning the Second Party. It is not intended to limit
                any other rights of the First Party under this Agreement or any
                provision of the Bankruptcy Code, including, without limitation,
                11 U.S.C. Section 365(c)(1). The foregoing consent applies only
                to the assumption of the Agreement by the Second Party and does
                not apply to the Second Party's assignment of this Agreement or
                any rights hereunder to a third party, which shall remain
                subject to all of the terms and conditions of Section 14.5 of
                this Agreement.

        14.2    ARTICLE AND SECTION HEADINGS, LANGUAGE AND CONSTRUCTION. The
                article and section headings contained in this Agreement are for
                reference purposes only and shall not affect in any way the
                meaning or interpretation of this Agreement. All references in
                this Agreement to "Articles," "Sections" and "Exhibits" refer to
                the articles, sections and exhibits of this Agreement. The words
                "hereof," "herein" and "hereunder" and other words of similar
                import refer to this Agreement as a whole and not to any
                subdivision contained in this Agreement. The words "include" and
                "including" when used herein are not exclusive and mean
                "include, without limitation" and "including, without
                limitation," respectively. This Agreement has been negotiated by
                the parties and their respective counsel. Accordingly, this
                Agreement will be interpreted fairly in accordance with its
                terms and without any strict construction in favor of or against
                either Party.

        14.3    GOVERNING LAW. THIS AGREEMENT, AND ALL DISPUTES ARISING OUT OF
                OR RELATING TO THIS AGREEMENT, SHALL BE GOVERNED BY, AND
                CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
                STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS
                PRINCIPLES OF CALIFORNIA OR ANY OTHER JURISDICTION.

        14.4    INDEPENDENT CONTRACTORS. The relationship of Caliper and Amphora
                established by this Agreement is that of independent
                contractors. Nothing in this Agreement shall be construed to
                create any relationship other than independent contractors.
                Neither Party shall have any right, power or authority to
                assume, create or incur any expense, liability or obligation,
                express or implied, on behalf of the other.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      -34-
<PAGE>
        14.5    ASSIGNMENT. Neither Party may assign or otherwise transfer this
                Agreement or any of its rights or licenses hereunder without the
                prior written consent of the other Party hereto, except to a
                party that succeeds to all or substantially all of such Party's
                business or assets, whether by sale of stock or assets, merger,
                operation of law or otherwise; provided that such assignee or
                transferee agrees in writing to be bound by the terms and
                conditions of this Agreement and to continue for one year after
                the date of the transfer to actively pursue the business of, in
                the case of Amphora, using Screening Products for performing
                Screening Database Business and, in the case of Caliper,
                development, manufacture and sale of microfluidic products. Any
                other attempt by a Party to assign or otherwise transfer this
                Agreement shall be null and void without the prior written
                consent of the other Party. Subject to the foregoing, this
                Agreement will be binding upon and inure to the benefit of the
                Parties and their successors and permitted assigns.

        14.6    MODIFICATION. No amendment or modification of any provision of
                this Agreement shall be effective unless in writing signed by
                both parties. No provision of this Agreement shall be varied,
                contradicted or explained by any oral agreement, course of
                dealing or performance or any other matter not set forth in an
                agreement in writing and signed by both parties.

        14.7    SEVERABILITY. If any provision hereof should be held invalid,
                illegal or unenforceable in any jurisdiction, the parties shall
                negotiate in good faith a valid, legal and enforceable
                substitute provision that most nearly reflects the original
                intent of the parties and all other provisions hereof shall
                remain in full force and effect in such jurisdiction and shall
                be liberally construed in order to carry out the intentions of
                the parties hereto as nearly as may be possible. Such
                invalidity, illegality or unenforceability shall not affect the
                validity, legality or enforceability of such provision in any
                other jurisdiction.

        14.8    FORCE MAJEURE. Neither Party shall be liable to the other for,
                and non-performance shall be excused as a result of, delays or
                failures in performance resulting from causes beyond its
                reasonable control, including earthquakes, fires, riots or civil
                disturbances, acts of war, acts of God, power disruptions,
                inability to obtain products, materials or supplies, acts of
                government or its agencies, including laws, regulations, or
                judicial action, strikes or other labor disputes or
                disturbances, or communication, utility or transportation
                failures.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      -35-
<PAGE>
        14.9    NOTICES. Any notice or other communication required by this
                Agreement shall be made in writing and given by (i) prepaid,
                first class, certified mail, return receipt requested, (ii)
                facsimile, or (iii) overnight courier; and shall be deemed to
                have been served on the date received by the addressee at such
                address as may from time to time be designated to the other
                Party in writing:

                If to: Caliper
                Caliper Technologies Corp.
                605 Fairchild Drive
                Mountain View CA 94043-2234
                Attn: Senior Director, Legal Affairs and Corporate Development
                Telefax: 650.623.0500

                If to: Amphora
                Amphora Discovery Corp.
                209 Sierra Drive
                Chapel Hill, NC 27514
                Attn: Martin Haslanger
                Telefax: 919.933.6506

        14.10   ENTIRE AGREEMENT. The parties acknowledge that this Agreement,
                the Related Agreements, and the Exhibits of each such agreement,
                set forth the entire agreement and understanding of the parties
                with respect to the subject matter hereof, and supersede all
                prior and contemporaneous discussions, agreements and writings
                in respect hereto, including without limitation the term sheet.

        14.11   COUNTERPARTS. This Agreement may be executed in counterparts,
                each of which shall be deemed an original, but both of which
                together shall constitute one and the same instrument.


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      -36-
<PAGE>
      IN WITNESS WHEREOF, the parties have executed the Agreement as of the date
first set forth above.

CALIPER TECHNOLOGIES CORP.                AMPHORA DISCOVERY CORP.


By: /s/ Daniel Kisner                     By: /s/ Martin Haslanger
    -------------------------------           --------------------------------

Name: Daniel Kisner                       Name: Martin Haslanger
      -----------------------------              ------------------------------

Title: Pres./CEO                          Title: President & CEO
       ----------------------------              -----------------------------


[ * ] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      -37-
<PAGE>
                                    EXHIBIT A
                                 PURCHASE TERMS

1. SOLUTIONS AGREEMENT. These Purchase Terms are hereby incorporated into and
shall be considered a part of this Agreement. All purchases by Amphora of
Products that are listed in Exhibit B of this Agreement ("Existing Products")
shall be subject only to the terms and conditions of this Agreement, including
these Purchase Terms.

2. DELIVERY. Unless otherwise specified in writing by Amphora, shipments shall
be F.O.B. place of shipment. Caliper shall ship all Existing Products prepaid,
properly insured. Title of Existing Products shipped and risk of loss or damage
shall pass from Caliper to Amphora upon Caliper's delivery of Existing Products
to the common carrier specified by Amphora or reasonably chosen by Caliper, if
not specified by Amphora. Caliper shall preserve, package, handle, and pack the
Existing Products so as to protect the Existing Products from loss or damage, in
conformance with good commercial practices, Amphora specifications (if any),
government regulations, and other applicable standards. Caliper shall be
responsible for any loss or damage due to its failure to properly preserve,
package, or handle the Existing Products. Each Existing Product delivered to
Amphora shall include a packing list which contains at least an Amphora Purchase
Order Number, Caliper's part number and description, quantity of Existing
Products shipped, and date of shipment. The purchase price for Existing Products
shall be as set forth in this Agreement. All applicable taxes, freight,
packaging, insurance, handling and other charges will be added to and separately
itemized in the invoice.

3. COMPLIANCE WITH LAW. Amphora will use the Existing Product(s) purchased
hereunder in compliance with all applicable laws and regulations.

4. RETURN MATERIAL AUTHORIZATION. Caliper warrants the Warranty Products (as
defined below) to be free from defects in material and workmanship for the
duration of the Warranty Period (as defined below). If any Warranty Product is
found to have such a defect, Amphora or its designee shall have the right to
return the Warranty Product to Caliper during the following timeframes: for
Warranty Products other than Instrument Systems, at any time during the Warranty
Period, and for Warranty Products that are Instrument Systems, prior to the
earlier of [ * ]. Upon return of a Warranty Product by Amphora pursuant to the
foregoing sentence, Caliper shall provide a replacement [ * ]. Subject to the
following, any Warranty Product returned to Caliper shall be accompanied by a
Return Material Authorization (RMA). Unless further verification is reasonably
required by Caliper, Caliper shall issue an RMA within [ * ] of Amphora's
request for return of a noncomplying Warranty Product. If further verification
is so required or if Caliper would like to attempt to repair the Warranty
Product, Caliper may come to Amphora's facility for such purposes provided that,
if desired by Amphora, an RMA shall be supplied by Caliper to Amphora within


[ * ] = 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>
[ * ] of Amphora's request for return of the noncomplying Warranty Product if
Caliper has failed to repair the Warranty Product or establish that the Warranty
Product is not defective, by such time. [ * ] Amphora shall additionally have
the right, at its sole option and Caliper's sole cost, to require Caliper to
repair the nonconforming Warranty Product pursuant to the terms of Section 6
below. [ * ]

5. CHIP AND INSTRUMENT WARRANTIES. Caliper warrants that, (i) with respect to
Existing Products that are Instrument Systems, for a period until the earlier of
one year from the completion of installation testing or fifteen (15) months from
the date of delivery in good condition to Amphora in accordance with this
Agreement, and (ii) with respect to Existing Products that are Chips, for a
period until three (3) months from the date of delivery in good condition of a
Chip to Amphora in accordance with this Agreement (each, a "Warranty Period"),
the Existing Products that are Instrument System(s) or Chips (each, a "Warranty
Product") purchased by Amphora hereunder will be free from defects in material
and workmanship [ * ]. If the Warranty Product fails to comply with the warranty
in this Section 5 during the Warranty Period and the Warranty Product has not
been returned pursuant to Section 4, Caliper will (i) for Warranty Products that
are Instrument Systems, repair or replace them, at Caliper's option and at
Caliper's expense, within the time frames set forth in Section 6 below, and (ii)
for Warranty Products that are Chips, Caliper will replace them upon completion
of its review of the warranty claim as contemplated in Section 4.2.2.3 of this
Agreement, but in no event later than thirty (30) days after the claim has been
submitted by Amphora, provided that Caliper shall make commercially reasonable
efforts to replace defective Chips prior to the end of such thirty (30) day
period. If the Warranty Product has been returned pursuant to Section 4, the
remedy shall be as set forth therein. If the Warranty Product becomes damaged,
or the performance of the Warranty Product otherwise deteriorates due to
solvents and/or reagents other than those supplied or expressly recommended by
Caliper or otherwise materially similar to those supplied or expressly
recommended by Caliper, Caliper will repair or replace the Warranty Product, at
Amphora's option and at Amphora's expense. No such repairs or replacement will
extend the original Warranty Period. This Warranty does not apply to any
Warranty Product or part which has been (a) the subject of an accident, misuse,
or neglect after shipment to Amphora in accordance with this Agreement, (b)
modified or improperly repaired by a party other than Caliper or its authorized
representative, or (c) used in a manner which is not in accordance with the
instructions contained in the Warranty Product User's Manual; provided that such
use is not a reasonably contemplated use of the Warranty Product. This warranty
does not cover Amphora-installed accessories or Amphora-installed consumable
parts for the Warranty Product that are listed in the Warranty Product User's
manual; provided that such accessories and consumables are not themselves
Warranty Products. All claims under Caliper's warranty must be made within [ *
]. Except for Caliper's right to obtain a credit or refund as provided under
Section 4, Caliper's obligations under this warranty are limited to repair or
replacement as necessary to correct those defects in material and/or workmanship
[ * ] of which Caliper is notified within


[ * ] = 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>
thirty (30) days after the expiration of the Warranty Period. All repairs and
replacements performed by Caliper under this warranty will be performed by
Caliper at Caliper's sole expense [ * ]. Except pursuant to written terms signed
by an officer of Caliper, no agent, employee, or representative of Caliper has
any authority to bind Caliper to any affirmation, representation, or warranty
concerning the Warranty Product that is not contained in Caliper's printed
product literature or the Specifications. Any such affirmation, representation,
or warranty made by any agent, employee, or representative of Caliper not
pursuant to written terms signed by an officer of Caliper will not be binding on
Caliper. Caliper makes no warranty whatsoever with regard to products or parts
furnished by third parties, unless such product or part is provided by Caliper
as part of a Warranty Product. This warranty is limited to the original location
of installation and is not transferable, except that (a) this warranty shall
apply in Mountain View and North Carolina to the initial Instrument Systems
purchase that will be first installed in Mountain View and then transferred to
North Carolina [ * ] which training and certification Caliper shall make
reasonably available to Amphora pursuant to the terms of Article 3 of this
Agreement. This warranty is the sole and exclusive warranty as to the Instrument
System 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 is in lieu of any other obligation on the part of
Caliper. THIS PARAGRAPH STATES AMPHORA'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF
WARRANTY. IN NO EVENT SHALL CALIPER BE LIABLE FOR ANY USE, OR INABILITY TO USE,
BY AMPHORA OF THE PRODUCT(S) EXCEPT THAT CALIPER SHALL BE OBLIGATED TO PERFORM
ITS RESPONSIBILITIES SET FORTH IN THESE PURCHASE TERMS; NOR SHALL CALIPER BE
LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES
ARISING FROM OR IN CONNECTION WITH ITS ACTIVITIES UNDER THESE PURCHASE TERMS,
INCLUDING WITHOUT LIMITATION ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT
OR SPECIAL DAMAGES FOR LATE DELIVERY OF THE PRODUCT(S), EXCEPT AS OTHERWISE SET
FORTH IN THE SOLUTIONS AGREEMENT.

6. INSTRUMENT REPAIR AND MAINTENANCE. Caliper shall respond to Amphora's initial
call for service for an Instrument System with a telephone call to Amphora by a
qualified Caliper technical service representative within [ * ]. Caliper shall
have a qualified Caliper technical service representative at Amphora's site, if
Amphora is experiencing a warranty or maintenance issue with an Instrument
System, within [ * ] of Amphora's request for warranty or maintenance services
on an Instrument System, subject to any force majeure event as set forth in this
Agreement. Upon arrival, the service representative shall work diligently toward
resolution of the warranty or maintenance issue. Caliper shall make commercially
reasonable efforts to repair an Instrument System within [ * ] of Amphora's
request for warranty or maintenance services, it being acknowledged that what
constitutes reasonable efforts will take into account any force majeure event or
extraordinary damage. If not corrected within such time period, Caliper will


[ * ] = 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>
continue to use commercially reasonable efforts to correct the problem as soon
as reasonably practicable. If the Existing Product is under warranty, Caliper
shall install a replacement product within [ * ] after Amphora's request for
warranty services if the defect has not been remedied by such time. The
foregoing warranty repairs shall be at no charge to Amphora during the Warranty
Period. Caliper shall provide to Amphora any additional support services for the
applicable Existing Products that Caliper provides generally to its customers
upon the terms generally provided to its customers. The Warranty Period for any
Warranty Product replaced under this warranty shall begin upon the installation
or delivery in good condition of the replaced Warranty Product, as provided in
Section 5.


[ * ] = 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>
                                    EXHIBIT B
                           CALIPER SCREENING PRODUCTS

HTS 250 PRODUCT CATALOG:

    PRODUCT                            SYSTEM

    CALIPER 250 CORE SYSTEM
                                       MOBILITY SHIFT AND FLUOROGENIC
    -2-CCD Detection                   SCREENING SYSTEM
    -Blue and Red excitation lasers    -Caliper 250 Core System
    -16V+1P Power and Pressure         -Option 1*: Environmental Control and
    Controller                         Multi-Plate Handling
                                       -Option 2*: Addition of UV Excitation and
    -Computer System                   Detection
    -X-Y-Z robot system w/controller   -Fluorogenic Analysis Module
    -Next Gen Instrument Control and   -Off-Chip Mobility Shift Analysis Module
    Data Acquisition Software
    -Includes 3 Training Credits

    OPTION 2*: ADDITION OF UV
    EXCITATION AND DETECTION           MOBILITY SHIFT SCREENING SYSTEM
    -355nM Excitation and Detection    -Caliper 250 Core System
                                       -Option 1*: Environmental Control and
                                       Multi-Plate Handling
                                       -Off-Chip Mobility Shift Analysis Module

    ANALYSIS SOFTWARE

    -4-Sipper Fluorogenic Chip         MOBILITY SHIFT AND FLUOROGENIC
    -Fluorogenic Price/Datapoint       DEVELOPMENT SYSTEM
                                       -Caliper 250 Core System
                                       -Option 2*: Addition of UV Excitation and
                                       Detection
                                       -Fluorogenic Analysis Module
                                       -Off-Chip Mobility Shift Analysis Module


                                       MOBILITY SHIFT DEVELOPMENT SYSTEM
                                       -Caliper 250 Core System
                                       -Off-Chip Mobility Shift Analysis Module


[ * ] = 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>
                                    EXHIBIT C
                               INSTRUMENT PRICING

TABLE A

# OF INSTRUMENT SYSTEMS*              DISCOUNT [ * ]
[ * ]                                 [ * ]
[ * ]                                 [ * ]
[ * ]                                 [ * ]
[ * ]                                 [ * ]
[ * ]                                 [ * ]

BY WAY OF EXAMPLE, THE FIRST CLASS I INSTRUMENT SYSTEM PURCHASED BY AMPHORA
DURING THE FIRST CONTRACT YEAR [ * ]. THE [ * ] CLASS I INSTRUMENT SYSTEM
PURCHASED BY AMPHORA IN THE SAME CONTRACT YEAR SHALL BE PRICED AT [ * ] THE
DISCOUNT RATE FOR CLASS II INSTRUMENT SYSTEMS SHALL BE DETERMINED IN THE SAME
MANNER AS THE FOREGOING. THE RATE SCHEDULE SHALL RESET TO [ * ] DISCOUNT FOR
EACH CLASS AT THE BEGINNING OF THE SECOND CONTRACT YEAR.

TABLE B

CURRENT INSTRUMENT SYSTEMS

CLASS I
  -- CALIPER 250 MOBILITY SHIFT AND FLUOROGENIC

SCREENING SYSTEM
  -- CALIPER 250 MOBILITY SHIFT SCREENING SYSTEM

CLASS II
  -- CALIPER 250 MOBILITY SHIFT AND FLUOROGENIC

DEVELOPMENT SYSTEM
  -- CALIPER 250 MOBILITY SHIFT DEVELOPMENT SYSTEM


* THE AGGREGATE NUMBER OF CURRENT AND FUTURE INSTRUMENT SYSTEMS ORDERED WITHIN
EACH CLASS OF INSTRUMENT SYSTEMS AND WITHIN THE FIRST OR SECOND CONTRACT YEAR

** "CONTRACT PRICE" MEANS, FOR CURRENT INSTRUMENT SYSTEMS, THE [ * ], AND FOR
FUTURE INSTRUMENT SYSTEMS, CALIPER'S LIST PRICE AS OF THE DATE OF THE PURCHASE
ORDER SUBMITTED BY AMPHORA, [ * ]. CURRENT AND FUTURE INSTRUMENT SYSTEMS FOR
WHICH AMPHORA HAS PAID THE CONTRACT PRICE [ * ].


[ * ] = 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