**EXHIBIT 10.2**

**JOINDER AGREEMENT**

Dated: As of September 28, 2006Effective: As of September 28, 2006

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

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

# 2.             Subrogation and Similar Rights.  EachBorrower waives any suretyship defenses available to it under the Code or anyother applicable law.  Each Borrowerwaives any right to require Bank to: (i) proceed against any Borrower or anyother person; (ii) proceed against or exhaust any security; or (iii) pursue anyother remedy.  Bank may exercise or notexercise any right or remedy it has against any Borrower or any security itholds (including the right to foreclose by judicial or non-judicial sale) withoutaffecting any Borrower’s liability. Notwithstanding any other provision of the Loan Agreement or other LoanDocuments, each Borrower irrevocably waives all rights that it may have at lawor in equity (including, without limitation, any law subrogating Borrower tothe rights of Bank under the Loan Agreement) to seek contribution,indemnification or any other form of reimbursement from any other Borrower, orany other Person now or hereafter primarily or secondarily liable for any ofthe Obligations, for any payment made by Borrower with respect to theObligations in connection with the Loan Agreement or otherwise and all rightsthat it might have to benefit from, or to participate in, any security for theObligations as a result of any payment made by Borrower with respect to theObligations in connection with the Loan Agreement or otherwise.  Any agreement providing for indemnification,reimbursement or any other arrangement prohibited under this Section shall benull and void.  If any payment is made toa Borrower in contravention of this Section, such Borrower shall hold suchpayment 

----

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

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

# 4.             Representationsand Warranties.  Each New Borrower hereby represents andwarrants to Bank that all representations and warranties in the Loan Documentsmade on the part of Existing Borrower are true and correct on the date hereofwith respect to such New Borrower, with the same force and effect as if suchNew Borrower were named as “Borrower” in the Loan Documents in addition toExisting Borrower.

# 5.             Deliveryof Documents.  Each New Borrower hereby agrees that thefollowing documents shall be delivered to the Bank prior to or concurrentlywith this Agreement, each in form and substance satisfactory to the Bank:

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

## B.                                     a certificate of the Secretary of eachExisting Borrower with respect to resolutions authorizing the execution anddelivery of this Agreement;

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

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

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

## F.                                      a Perfection Certificate;

## G.                                     a Securities Account Control Agreement;

----

##  

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

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

## J.                                        such other documents as the Bank mayreasonably request.

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

*[The remainder of this page is intentionally left blank]*

----

 

This Agreement is executedas a sealed instrument under the laws of the Commonwealth of Massachusetts asof the date first written above.
|            | **NEW BORROWER:**                  |
|------------|------------------------------------|
| ** ** | ** **                         |
|       | XENOGEN CORPORATION                |
|       |                               |
|       | By:                                |   |
|       | Name:                              |   |
|       | Title                              |   |
|       |                               |   |
|       | XENOGEN BIOSCIENCES CORPORATION    |
|       |                               |   |
|       | By:                                |   |
|       | Name:                              |   |
|       | Title                              |   |
|       |                               |   |
|       | **EXISTING BORROWER:**             |
|       |                               |   |
|       | CALIPER LIFE SCIENCES, INC.        |
|       |                               |   |
|       | By:                                |   |
|       | Name:                              |   |
|       | Title                              |   |
|       |                               |   |
|       | NOVASCREEN BIOSCIENCES CORPORATION |
|       |                               |   |
|       | By:                                |   |
|       | Name:                              |   |
|       | Title                              |   |
|       |                               |   |
|       | **BANK:**                          |
|       |                               |
|       | SILICON VALLEY BANK                |
|       |                               |   |
|       | By:                                |   |
|       | Name:                              |   |
|       | Title                              |   |

 

----