**EXHIBIT 10.1**

**LOANAND SECURITY AGREEMENT**

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

# **1****              ACCOUNTINGAND OTHER TERMS**

## **1.1****         **Accountingterms not defined in this Agreement shall be construed following GAAP.  Calculations and determinations must be madefollowing GAAP.  Capitalized terms nototherwise defined in this Agreement shall have the meanings set forth inSection 13.  All other termscontained in this Agreement, unless otherwise indicated, shall have the meaningprovided by the Code to the extent such terms are defined therein.

## **1.2****          AgentedLoan Arrangement**.

(a)           Designationof Agent.  Each Borrowerhereby designates Caliper as the agent (the “**Agent**”)of each Borrower to discharge the duties and responsibilities of the Agent asprovided herein.

(b)           Operation of LoanArrangement.

(i)            Except as otherwisepermitted by Bank, Credit Extensions hereunder shall be requested solely by theAgent as agent for each Borrower.

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

(iii)          Bank shall have noresponsibility to inquire as to the distribution of Credit Extensions made byBank through the Agent as described herein.

(c)           Credit ExtensionsDirectly to Borrower.

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

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

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

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Extensions may be madewithout regard to the procedures otherwise included in this Article 1.

(ii)           Inthe event that Bank determines to forgo the procedures included herein pursuantto which Credit Extensions are to be channeled through the Agent, then Bank maydesignate one or more Borrower to fulfill the financial and other reportingrequirements otherwise imposed herein upon the Agent.

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

(d)           Continuation ofAuthority of Agent.  The authority ofthe Agent to request Credit Extensions on behalf of, and to bind, eachBorrower, shall continue unless and until Bank acts as provided in Section1.2(c) above, or Bank actually receives:

(i)            writtennotice of: (i) the termination of such authority, and (ii) the subsequentappointment of a successor Agent, which notice is executed by the respectivePresidents of each Borrower then eligible for borrowing under this Agreement;and

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

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

# **2****              LOANAND TERMS OF PAYMENT**

## **2.1****          Promiseto Pay**.  Borrower herebyunconditionally promises to pay Bank the outstanding principal amount of allCredit Extensions and accrued and unpaid interest thereon as and when due inaccordance with this Agreement.

### **2.1.1****       Revolving Advances**.

#### (a)      Availability.  Subject to the terms and conditions of thisAgreement, Bank shall make Advances not exceeding the Availability Amount.  Amounts borrowed under the Revolving Line maybe repaid and, prior to the Revolving Line Maturity Date, reborrowed, subjectto the applicable terms and conditions precedent herein.

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

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

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### **2.1.2****       Lettersof Credit Sublimit**.

#### (a)           Aspart of the Revolving Line, Bank shall issue or have issued Letters of Creditfor Borrower’s account.  The face amountof outstanding Letters of Credit (including drawn but unreimbursed Letters ofCredit and any Letter of Credit Reserve) may not exceed $5,000,000.00.  Such aggregate amounts utilized hereundershall at all times reduce the amount otherwise available for Advances under theRevolving Line.  If, on the RevolvingMaturity Date, there are any outstanding Letters of Credit, then on such dateBorrower shall provide to Bank cash collateral in an amount equal to 105% ofthe face amount of all such Letters of Credit plus all interest, fees, andcosts due or to become due in connection therewith (as estimated by Bank in itsgood faith business judgment), to secure all of the Obligations relating tosaid Letters of Credit.  All Letters ofCredit shall be in form and substance acceptable to Bank in its sole discretionand shall be subject to the terms and conditions of Bank’s standard Applicationand Letter of Credit Agreement (the “**Letter of CreditApplication**”).  Borroweragrees to execute any further documentation in connection with the Letters ofCredit as Bank may reasonably request. Borrower further agrees to be bound by the regulations andinterpretations of the issuer of any Letters of Credit guarantied by Bank andopened for Borrower’s account or by Bank’s interpretations of any Letter ofCredit issued by Bank for Borrower’s account, and Borrower understands andagrees that Bank shall not be liable for any error, negligence, or mistake,whether of omission or commission, in following Borrower’s instructions orthose contained in the Letters of Credit or any modifications, amendments, orsupplements thereto.

#### (b)           Theobligation of Borrower to immediately reimburse Bank for drawings made underLetters of Credit shall be absolute, unconditional, and irrevocable, and shallbe performed strictly in accordance with the terms of this Agreement, suchLetters of Credit, and the Letter of Credit Application.

#### (c)           Borrowermay request that Bank issue a Letter of Credit payable in a ForeignCurrency.  If a demand for payment ismade under any such Letter of Credit, Bank shall treat such demand as anAdvance to Borrower of the equivalent of the amount thereof (plus fees andcharges in connection therewith such as wire, cable, SWIFT or similar charges)in Dollars at the then-prevailing rate of exchange in San Francisco,California, for sales of the Foreign Currency for transfer to the countryissuing such Foreign Currency.

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

## **2.2****          Overadvances**.  If, at any time Borrower’s Unrestricted Cashis less than Twenty Million Dollars ($20,000,000.00) and the Credit Extensionsunder Section 2.1.1 and Section 2.1.2 exceed the lesser of either (a) theRevolving Line or (b) the Borrowing Base, Borrower shall immediately pay toBank in cash such excess.

## **2.3****          Paymentof Interest on the Credit Extensions**.

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

#### (b)      Default Rate. Immediately upon theoccurrence and during the continuance of an Event of Default, Obligations shallbear interest at a rate per annum which is two percentage points above the rateeffective immediately before the Event of Default (the “**Default Rate**”).  Payment or acceptance of the increasedinterest rate provided in this Section 2.3(b) is not a permittedalternative to timely payment and shall not constitute a waiver of any Event ofDefault or otherwise prejudice or limit any rights or remedies of Bank.

#### (c)      Adjustment to InterestRate.  Changes to the interest rateof any Credit Extension based on changes to the Prime Rate shall be effectiveon the effective date of any change to the Prime Rate and to the extent of anysuch change.

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#### (d)      360-Day Year.  Interest shall be computed on the basis of a360-day year for the actual number of days elapsed.

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

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

## **2.4****          Fees**.  Borrower shall pay to Bank:

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

#### (b)      Minimum Usage Fee.  Upon the occurrence of the Acquisition Eventand for a period of eighteen (18) consecutive months thereafter, for any monthin which the average outstanding principal amount under the Revolving Line isless than Eight Million Dollars ($8,000,000.00), a fee (the “**Minimum Usage Fee**”), payable monthly, in arrears, in anamount equal to the effective rate of interest set forth in Section 2.3(a)multiplied by the difference between (x) Eight Million Dollars ($8,000,000.00),and (y) the average outstanding principal amount of the Revolving Line duringsuch month.  Borrower shall not beentitled to any credit, rebate or repayment of any Minimum Usage Fee previouslyearned by Bank pursuant to this Section notwithstanding any termination of theAgreement or the suspension or termination of Bank’s obligation to make loansand advances hereunder; and

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

#### (d)      Bank Expenses.  All Bank Expenses (including reasonableattorneys’ fees and expenses for documentation and negotiation of thisAgreement) incurred through and after the Effective Date, when due.

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

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# **3****              CONDITIONS OFLOANS**

## **3.1****          ConditionsPrecedent to Initial Credit Extension**. Bank’s obligation to make the initial Credit Extension is subject to thecondition precedent that Bank shall have received, in form and substancesatisfactory to Bank, such documents, and completion of the following matters:

#### (a)      Duly executed originalsignatures to the Loan Documents to which it is a party;

#### (b)      Duly executed originalsignatures to the Control Agreements;

#### (c)      Caliper shall have deliveredits Operating Documents and a good standing certificate of Caliper certified bythe Secretary of State of the State of Delaware as of a date no earlier thanthirty (30) days prior to the Effective Date;

#### (d)      NovaScreen shall havedelivered its Operating Documents and a good standing certificate of NovaScreencertified by the Secretary of State of the State of Maryland as of a date noearlier than thirty (30) days prior to the Effective Date;

#### (e)      Duly executed originalsignatures to the completed Borrowing Resolutions for each Borrower;

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

#### (g)      Borrower shall havedelivered a legal opinion of Borrower’s counsel dated as of the Effective Datetogether with the duly executed original signatures thereto;

#### (h)      Borrower shall havedelivered a payoff letter from Manufacturers & Traders Trust Company;

#### (i)       Borrower shall havedelivered evidence satisfactory to Bank that the insurance policies required bySection 6.5 hereof are in full force and effect, together with appropriateevidence showing loss payable and/or additional insured clauses or endorsementsin favor of Bank; and

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

## **3.2****          ConditionsPrecedent to all Credit Extensions**. Bank’s obligations to make each Credit Extension, including the initialCredit Extension, is subject to the following:

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

#### (b)      the representations andwarranties in Section 5 shall be true in all material respects on the date ofthe Payment/Advance Form and on the Funding Date of each Credit Extension;provided, however, that such materiality qualifier shall not be applicable toany representations and warranties that already are qualified or modified bymateriality in the text thereof; and provided, further that thoserepresentations and warranties expressly referring to a specific date shall betrue, accurate and complete in all material respects as of such date, and noDefault or Event of Default shall have occurred and be continuing or resultfrom the Credit Extension.  Each CreditExtension is Borrower’s representation and warranty on that date that therepresentations and warranties in Section 5 remain true in all materialrespects; provided, however, that such materiality qualifier shall not beapplicable to any representations and warranties that already are qualified ormodified by materiality in the text thereof; and provided, further that thoserepresentations and warranties expressly referring to a specific date shall betrue, accurate and complete in all material respects as of such date; and

#### (c)      there has not been aMaterial Adverse Change.

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## **3.3****          Covenantto Deliver**.

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

## **3.4****          Proceduresfor Borrowing**.   Subject to the priorsatisfaction of all other applicable conditions to the making of an Advance setforth in this Agreement, to obtain an Advance, Agent shall notify Bank (whichnotice shall be irrevocable) by electronic mail, facsimile, or telephone by12:00 noon Eastern time on the Funding Date of the Advance.  Together with any such electronic orfacsimile notification, Agent shall deliver to Bank by electronic mail orfacsimile a completed Payment/Advance Form executed by a Responsible Officer orhis or her designee.  Bank may rely onany telephone notice given by a person whom Bank believes is a ResponsibleOfficer or designee.  Bank shall creditAdvances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from aResponsible Officer or his or her designee or without instructions if theAdvances are necessary to meet Obligations which have become due.

# **4****              CREATIONOF SECURITY INTEREST**

## **4.1****          Grantof Security Interest**.  Borrowerhereby grants Bank, to secure the payment and performance in full of all of theObligations, a continuing security interest in, and pledges to Bank, theCollateral, wherever located, whether now owned or hereafter acquired orarising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interestgranted herein is and shall at all times continue to be a first priorityperfected security interest in the Collateral (subject only to Permitted Liensthat may have superior priority to Bank’s Lien under this Agreement).  If Borrower shall acquire a commercial tortclaim, Borrower shall promptly notify Bank in a writing signed by Borrower ofthe general details thereof and grant to Bank in such writing a securityinterest therein and in the proceeds thereof, all upon the terms of thisAgreement, with such writing to be in form and substance reasonablysatisfactory to Bank.

Ifthis Agreement is terminated, Bank’s Lien in the Collateral shall continueuntil the Obligations (other than inchoate indemnity obligations) are repaid infull in cash.  Upon payment in full incash of the Obligations and at such time as Bank’sobligation to make Credit Extensions has terminated, Bank shall, at Borrower’ssole cost and expense, release its Liens in the Collateral and all rightstherein shall revert to Borrower.

## **4.2****          Authorizationto File Financing Statements**. Borrower hereby authorizes Bank to file financing statements, withoutnotice to Borrower, with all appropriate jurisdictions to perfect or protectBank’s interest or rights hereunder, including a notice that any disposition ofthe Collateral, by either Borrower or any other Person, shall be deemed toviolate the rights of Bank under the Code.

# **5****              REPRESENTATIONSAND WARRANTIES**

Borrowerrepresents and warrants as follows:

## **5.1****          DueOrganization and Authorization**. Borrower and each of its Subsidiaries are duly existing and in goodstanding, as Registered Organizations in their respective jurisdictions offormation and are qualified and licensed to do business and are in goodstanding in any jurisdiction in which the conduct of their business or theirownership of property requires that they be qualified except where the failureto do so could not reasonably be expected to have a material adverse effect onBorrower’s business.  In connection withthis Agreement, Borrower has delivered to Bank a completed certificate****signed by Borrower (the “**PerfectionCertificate**”).  Borrowerrepresents and warrants to Bank that (a) Borrower’s exact legal name is thatindicated on the Perfection Certificate and on the signature page hereof;(b) Borrower is an organization of the type and is organized in thejurisdiction set forth in the Perfection Certificate; (c) the PerfectionCertificate accurately sets forth Borrower’s organizational identificationnumber or accurately states that Borrower has none; (d) the PerfectionCertificate accurately sets forth Borrower’s place of business, or, if morethan one, its chief executive office as well as Borrower’s mailing address (ifdifferent than its chief executive office); (e) Borrower (and each of itspredecessors) has not, in the past five (5) years, changed its jurisdiction offormation, organizational structure or type, or any organizational numberassigned by its jurisdiction; and (f) all other information set forth on thePerfection Certificate pertaining to Borrower and each of its Subsidiaries isaccurate and complete in all material respects. If Borrower is not now a Registered Organization but later becomes one,Borrower shall promptly notify Bank of such occurrence and provide Bank withBorrower’s organizational identification number.

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

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

## The Collateralis not in the possession of any third party bailee (such as a warehouse) except(x) as otherwise provided in the Perfection Certificate and (y) Equipment orInventory in the possession of third party carriers in the ordinary course ofbusiness for delivery to Borrower or to customers of Borrower and itsSubsidiaries. None of the components of the Collateral shall be maintained atlocations other than as provided in the Perfection Certificate or as Borrowerhas given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwisedeliver any portion of the Collateral to a bailee, then Borrower will firstreceive the written consent of Bank and such bailee must execute and deliver abailee agreement in form and substance satisfactory to Bank in its solediscretion.

## All Inventoryis in all material respects of good and marketable quality, free from materialdefects.

Except as noted onthe Perfection Certificate, Borrower is not a party to, nor is bound by, anymaterial license or other agreement with respect to which Borrower is thelicensee that prohibits or otherwise restricts Borrower from granting asecurity interest in Borrower’s interest in such license or agreement or anyother property.  Borrower shall providewritten notice to Bank within ten (10) days of entering or becoming bound byany such license or agreement which is reasonably likely to have a materialimpact on Borrower’s business or financial condition (other thanover-the-counter software that is commercially available to the public).  Borrower shall take such steps as Bankrequests to obtain the consent of, or waiver by, any person whose consent orwaiver is necessary for all such licenses or contract rights to be deemed “Collateral”and for Bank to have a security interest in it that might otherwise be restrictedor prohibited by law or by the terms of any such license or agreement (suchconsent or authorization may include a licensor’s agreement to a contingentassignment of the license to Bank if Bank determines that is necessary in itsgood faith judgment), whether now existing or entered into in the future.** **Notwithstandingthe foregoing, the terms of the preceding sentence shall not apply to, and theCollateral shall not include, license agreements solely for the use ofIntellectual Property of a third party, with respect to which license Borroweris the licensee.

## **5.3****          AccountsReceivable**.  For any Eligible Account****in any Borrowing Base Certificate, all statements made andall unpaid balances appearing in all invoices, instruments and other documentsevidencing such Eligible Accounts are and shall be true and correct and allsuch invoices, instruments and other documents, and all of Borrower’s Books aregenuine and in all respects what they purport to be.  All sales and other transactions underlyingor giving rise to each Eligible Account shall comply in all material respectswith all applicable laws and governmental rules and regulations.  Borrower has no knowledge of any actual orimminent Insolvency Proceeding of any Account Debtor whose accounts are an EligibleAccount in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements onall documents, instruments, and agreements relating to all Eligible Accountsare genuine, and all such documents, instruments and agreements are legallyenforceable in accordance with their terms.

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

## **5.5****          NoMaterial Deviation in Financial Statements**. All consolidated financial statements for Borrower and any of itsSubsidiaries delivered to Bank fairly present in all material respects Borrower’sconsolidated financial condition and Borrower’s consolidated results ofoperations.  There has not been anymaterial

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## deteriorationin Borrower’s consolidated financial condition since the date of the mostrecent financial statements submitted to Bank.

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

## **5.7****          RegulatoryCompliance**.  Borrower is not an “investmentcompany” or a company “controlled” by an “investment company” under theInvestment Company Act.  Borrower is notengaged as one of its important activities in extending credit for margin stock(under Regulations T and U of the Federal Reserve Board of Governors).  Borrower has complied in all materialrespects with the Federal Fair Labor Standards Act.  Borrower has not violated any laws,ordinances or rules, the violation of which could reasonably be expected tohave a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets hasbeen used by Borrower or any Subsidiary or, to the best of Borrower’sknowledge, by previous Persons, in disposing, producing, storing, treating, ortransporting any hazardous substance other than legally.  Borrower and each of its Subsidiaries haveobtained all consents, approvals and authorizations of, made all declarationsor filings with, and given all notices to, all government authorities that arenecessary to continue its business as currently conducted,  except for such consents, approvals,authorizations, declarations and filings the failure to obtain or make wouldnot reasonably be expected to have a material adverse effect on Borrower’sbusiness or operations.

## **5.8****          Subsidiaries;Investments**.  Borrower does not ownany stock, partnership interest or other equity securities except for PermittedInvestments.

## **5.9****          TaxReturns and Payments; Pension Contributions**.  Borrower has timely filed all required taxreturns and reports, and Borrower and its Subsidiaries have timely paid allforeign, federal, state and local taxes, assessments, deposits andcontributions owed by Borrower.  Borrowermay defer payment of any contested taxes, provided that Borrower (a) in goodfaith contests its obligation to pay the taxes by appropriate proceedingspromptly and diligently instituted and conducted, (b) notifies Bank in writingof the commencement of, and any material development in, the proceedings, (c)posts bonds or takes any other steps required to prevent the governmentalauthority levying such contested taxes from obtaining a Lien upon any of theCollateral that is other than a “Permitted Lien”.  Borrower is unaware of any claims oradjustments proposed for any of Borrower’s prior tax years which could resultin additional taxes becoming due and payable by Borrower in the aggregate inexcess of: (y)  Two Hundred FiftyThousand Dollars ($250,000.00) plus (z) the lesser of (i) Two Hundred FiftyThousand Dollars ($250,000.00) and (ii) the amount of additional taxes becomingdue and payable by Borrower in connection with the contested taxes set forth onSchedule 5.9 attached hereto. Borrower has paid all amounts necessary tofund all present pension, profit sharing and deferred compensation plans inaccordance with their terms, and Borrower has not withdrawn from participationin, and has not permitted partial or complete termination of, or permitted theoccurrence of any other event with respect to, any such plan which couldreasonably be expected to result in any liability of Borrower, including anyliability to the Pension Benefit Guaranty Corporation or its successors or anyother governmental agency.

## **5.10****        Useof Proceeds**.  Borrower shall use theproceeds of the Credit Extensions solely as working capital and to fund itsgeneral business requirements (including, without limitation, to pay amountsowing to Bank under the Xenogen Credit Agreement following an AcquisitionEvent) and as set forth on Schedule 5.10 attached hereto, and not forpersonal, family, household or agricultural purposes.

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

# **6****              AFFIRMATIVECOVENANTS**

Borrower shall doall of the following:

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## **6.1****          GovernmentCompliance**.  Maintain its and all itsSubsidiaries’ legal existence and good standing in their respectivejurisdictions of formation and maintain qualification in each jurisdiction inwhich the failure to so maintain existence of a Subsidiary or to so qualifywould reasonably be expected to have a material adverse effect on Borrower’sbusiness or operations.  Borrower shallcomply, and have each Subsidiary comply, with all laws, ordinances andregulations to which it is subject, the noncompliance with which could have amaterial adverse effect on Borrower’s business.

## **6.2****          FinancialStatements, Reports, Certificates**.

#### (a)      Deliver to Bank:  (i) as soon as available, but no later thanforty-five (45) days after the last day of each quarter, a company preparedconsolidated balance sheet and income statement covering Caliper’s consolidated(including each Borrower and any other Subsidiary of Caliper) operations duringthe period certified by a Responsible Officer and in a form acceptable to Bank;(ii) as soon as available, but no later than one hundred twenty (120) daysafter the last day of Caliper’s fiscal year, Caliper’s audited consolidated(including each Borrower and any other Subsidiary of Caliper) financialstatements prepared under GAAP, consistently applied, together with anunqualified opinion on the financial statements from an independent certifiedpublic accounting firm acceptable to Bank in its reasonable discretion;(iii) within five (5) days of delivery, copies of all statements, reportsand notices made available to Borrower’s security holders or to any holders ofSubordinated Debt (iv) within five (5) days of filing, all reports on Form10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or alink thereto on Caliper’s or another website on the Internet; (v) a prompt reportof any legal actions pending or threatened against Borrower or any of itsSubsidiaries that could result in damages or costs to Borrower or any of itsSubsidiaries of One Million Dollars ($1,000,000.00) or more; (vi) annually,Caliper’s consolidated (including each Borrower and any other Subsidiary ofCaliper) annual operating budget, substantially as presented to the Board;(vii) as soon as available, but no later than fifteen (15) days after the lastday of each month, a monthly cash report; and (viii)** **otherfinancial information reasonably requested by Bank.

#### (b)      Within thirty (30) daysafter the last day of each month in which the Borrower’s Unrestricted Cash isless than Twenty Million Dollars ($20,000,000.00), and Advances are outstandingor an Advance request has been made, deliver to Bank a duly completed BorrowingBase Certificate signed by a Responsible Officer, with aged listings ofaccounts receivable (by invoice date).

#### (c)      Within forty-five (45) daysafter the last day of each quarter, deliver to Bank with the quarterlyfinancial statements, a duly completed Compliance Certificate signed by aResponsible Officer setting forth calculations showing compliance with thefinancial covenants set forth in this Agreement.

#### (d)      Allow Bank to audit Borrower’sCollateral at Borrower’s expense.  Suchaudits shall be conducted no more often than once every twelve (12) monthsunless a Default or an Event of Default has occurred and is continuing.

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

## **6.4****          Taxes; Pensions**.  Make, and cause each of its Subsidiaries tomake, timely payment of all foreign, federal, state, and local taxes orassessments (other than taxes and assessments which Borrower is contestingpursuant to the terms of Section 5.9 hereof) and shall deliver to Bank, ondemand, appropriate certificates attesting to such payments, and pay allamounts necessary to fund all present pension, profit sharing and deferredcompensation plans in accordance with their terms.

## **6.5****          Insurance**.  Keep its business and the Collateral insuredfor risks and in amounts standard for companies in Borrower’s industry andlocation and as Bank may reasonably request. Insurance policies shall be in a form, with companies having a minimumAM Best rating of A-, and in amounts that are commercially reasonable.  All property policies shall have a lender’sloss payable endorsement showing Bank as lender loss payee, and all liabilitypolicies shall show, or have endorsements showing, Bank as an additionalinsured.  All policies (or the losspayable and additional insured endorsements) shall provide that the insurermust give Bank at least thirty (30) days notice before canceling its policy.  At Bank’s request, Borrower shall delivercertified copies of policies and evidence of all premium payments.  Proceeds payable under any policy shall, atBank’s option, be payable to Bank on account of the Obligations.  Notwithstanding the foregoing, (a) so long asno Event of Default has occurred and

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

## **6.6****          Operating Accounts**.

#### (a)      Maintain its and itsSubsidiaries’ depository, operating and securities accounts with Bank and Bank’saffiliates, with the exception of up to thirty percent (30.0%) of all ofBorrower’s accounts required to be maintained in the ordinary course ofbusiness outside of the U.S. * *Any Guarantor shall maintain alldepository, operating and securities accounts with Bank, or SVB Securities.

#### (b)      Provide Bank five (5) daysprior written notice before establishing any Collateral Account at or with anybank or financial institution other than Bank or its Affiliates.  In addition, for each Collateral Account thatBorrower at any time maintains, Borrower shall cause the applicable bank orfinancial institution (other than Bank) at or with which any Collateral Accountis maintained to execute and deliver a Control Agreement or other appropriateinstrument with respect to such Collateral Account to perfect Bank’s Lien insuch Collateral Account in accordance with the terms hereunder.  The provisions of the previous sentence shallnot apply to deposit accounts exclusively used for payroll, payroll taxes andother employee wage and benefit payments to or for the benefit of Borrower’semployees and identified to Bank by Borrower as such.

## **6.7****          FinancialCovenants**.

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

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

(b)           MinimumEBITDA-Cap Ex.  Borrower’s EBITDAminus its capital expenditures, (“EBITDA-Cap Ex”) for the two (2) quarterperiod ending with each quarter, shall be in an amount equal to: (i) losses notgreater than (x) Seven Million Dollars ($7,000,000.00) for the quarter endingSeptember 30, 2006; (y) Six Million Dollars ($6,000,000.00) for the quartersending December 31, 2006, March 31, 2007, and June 30, 2007; and (z) ThreeMillion Dollars ($3,000,000.00) for the quarter ending September 30, 2007; and(ii) at least Zero Dollars ($0.00) for the quarter ending December 31, 2007,and as of the last day of each quarter thereafter.

## **6.8****          LitigationCooperation**.  From the date hereofand continuing through the termination of this Agreement, make available toBank, without expense to Bank, Borrower and its officers, employees and agentsand Borrower’s books and records, to the extent that Bank may deem themreasonably necessary to prosecute or defend any third-party suit or proceedinginstituted by or against Bank with respect to any Collateral or relating toBorrower.

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

## **6.10****        FurtherAssurances**.  Borrower shall executeany further instruments and take further action as Bank reasonably requests toperfect or continue Bank’s Lien in the Collateral or to effect the purposes ofthis Agreement.

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# **7****              NEGATIVECOVENANTS**

Borrower shall notdo any of the following without Bank’s prior written consent, which shall notbe unreasonably withheld or delayed:

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

## **7.2****          Changes in Business,Management, Ownership, or Business Locations**.  (a) Engage in or permit any of itsSubsidiaries to engage in any business other than the businesses currentlyengaged in by Borrower and such Subsidiary, as applicable, or reasonablyrelated thereto; (b) liquidate or dissolve; or (c) enter into any transactionor series of related transactions in which the stockholders of Borrowerimmediately prior to the first such transaction own less than 51% of the votingstock of Borrower immediately after giving effect to such transaction orrelated series of such transactions (other than by the sale of Borrower’sequity securities in a public offering or to venture capital investors so longas Borrower identifies to Bank the venture capital investors prior to theclosing of the transaction).  Borrowershall not, without at least ten (10) days prior written notice to Bank:(1) add any new offices or business locations at which any material amountof Inventory or Equipment will be located, (2) change its jurisdiction oforganization, (3) change its organizational structure or type, (4) changeits legal name, or (5) change any organizational number (if any) assignedby its jurisdiction of organization.

## **7.3****          Mergersor Acquisitions**.  Without Bank’sprior written consent, which shall not be unreasonably withheld, merge or consolidate,or permit any of its Subsidiaries to merge or consolidate, with any otherPerson, or acquire, or permit any of its Subsidiaries to acquire, all orsubstantially all of the capital stock or property of another Person, except(i) the acquisition of Xenogen pursuant to the Caliper/Xenogen MergerAgreement, (ii) where (A) the aggregate purchase price or other considerationfor such transactions does not exceed $5,000,000.00, in the case of a cashtransaction or $15,000,000.00 in the case of a stock transaction, (B) no Eventof Default has occurred and is continuing or would result from the consummationof such transaction during the term of this Agreement, and (C) Borrower is thesurviving entity after such transaction or is the parent company of thesurviving entity after such transaction, and (iii) a Subsidiary may merge orconsolidate into another Subsidiary or into Borrower

## **7.4****          Indebtedness**.  Create, incur, assume, or be liable for anyIndebtedness, or permit any Subsidiary to do so, other than PermittedIndebtedness.

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

## **7.6****          Maintenanceof Collateral Accounts**.  Maintain anyCollateral Account except pursuant to the terms of Section 6.6.(b) hereof.

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

## **7.8****          Transactionswith Affiliates**.  Directly orindirectly enter into or permit to exist any material transaction with anyAffiliate of Borrower, except for transactions that are in the ordinary courseof Borrower’s

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

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

## **7.10****        Compliance**.  Become an “investment company” or a companycontrolled by an “investment company”, under the Investment Company Act of 1940or undertake as one of its important activities extending credit to purchase orcarry margin stock (as defined in Regulation U of the Board of Governors of theFederal Reserve System), or use the proceeds of any Credit Extension for thatpurpose; fail to meet the minimum funding requirements of ERISA, permit aReportable Event or Prohibited Transaction, as defined in ERISA, to occur; failto comply with the Federal Fair Labor Standards Act or violate any other law orregulation, if the violation could reasonably be expected to have a materialadverse effect on Borrower’s business, or permit any of its Subsidiaries to doso; withdraw or permit any Subsidiary to withdraw from participation in, permitpartial or complete termination of, or permit the occurrence of any other eventwith respect to, any present pension, profit sharing and deferred compensationplan which could reasonably be expected to result in any liability of Borrower,including any liability to the Pension Benefit Guaranty Corporation or itssuccessors or any other governmental agency.

# **8****              EVENTSOF DEFAULT**

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

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

## **8.2****          CovenantDefault**.

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

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

## **8.3****          MaterialAdverse Change**.  A Material AdverseChange occurs;

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

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

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

## **8.7****          Judgments**.  A judgment or judgments for the payment ofmoney in an amount, individually or in the aggregate, of at least One MillionDollars ($1,000,000.00) (not covered by independent third-party insurance)shall be rendered against Borrower and shall remain unsatisfied and unstayedfor a period of thirty (30) days after the entry thereof (provided that noCredit Extensions will be made prior to the satisfaction or stay of suchjudgment);

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

## **8.9****          Subordinated Debt**.  A default or breach occurs under anyagreement between Borrower and any creditor of Borrower that signed asubordination, intercreditor, or other similar agreement with Bank, or anycreditor that has signed such an agreement with Bank breaches any terms of suchagreement.

# **9****              BANK’S RIGHTS ANDREMEDIES**

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

#### (a)      declareall Obligations immediately due and payable (but if an Event of Defaultdescribed in Section 8.5 occurs all Obligations are immediately due and payablewithout any action by Bank);

#### (b)      stopadvancing money or extending credit for Borrower’s benefit under this Agreementor under any other agreement between Borrower and Bank;

#### (c)      demandthat Borrower (i) deposits cash with Bank in an amount equal to the aggregateamount of any Letters of Credit remaining undrawn, as collateral security forthe repayment of any future drawings under such Letters of Credit, and Borrowershall forthwith deposit and pay such amounts, and (ii) pay in advance all Letterof Credit fees scheduled to be paid or payable over the remaining term of anyLetters of Credit;

#### (d)      settleor adjust disputes and claims directly with Account Debtors for amounts onterms and in any order that Bank considers advisable, notify any Person owingBorrower money of Bank’s security interest in such funds, and verify the amountof such account;

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

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

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

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

#### (h)      placea “hold” on any account maintained with Bank and/or deliver a notice ofexclusive control, any entitlement order, or other directions or instructionspursuant to any Control Agreement or similar agreements providing control ofany Collateral;

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

#### (j)       exerciseall rights and remedies available to Bank under the Loan Documents or at law orequity, including all remedies provided under the Code (including disposal ofthe Collateral pursuant to the terms thereof).

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

## **9.3****          Accounts Verification;Collection**.  In the event that anEvent of Default has occurred and is continuing, Bank may notify any Personowing Borrower money of Bank’s security interest in such funds and verify theamount of such account.  After theoccurrence of an Event of Default, any amounts received by Borrower shall beheld in trust by Borrower for Bank, and, if requested by Bank, Borrower shallimmediately deliver such receipts to Bank in the form received from the AccountDebtor, with proper endorsements for deposit.

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

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

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## Obligations by the principal amount of the purchase price or deferringthe reduction of the Obligations until the actual receipt by Bank of cashtherefor.

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

## **9.7****          No Waiver; RemediesCumulative**.  Bank’s failure, at anytime or times, to require strict performance by Borrower of any provision ofthis Agreement or any other Loan Document shall not waive, affect, or diminishany right of Bank thereafter to demand strict performance and complianceherewith or therewith.  No waiverhereunder shall be effective unless signed by Bank and then is only effectivefor the specific instance and purpose for which it is given.  Bank’s rights and remedies under thisAgreement and the other Loan Documents are cumulative.  Bank has all rights and remedies providedunder the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election, and Bank’swaiver of any Event of Default is not a continuing waiver.  Bank’s delay in exercising any remedy is nota waiver, election, or acquiescence.

## **9.8****          Demand Waiver**.  Borrower waives demand, notice of default ordishonor, notice of payment and nonpayment, notice of any default, nonpaymentat maturity, release, compromise, settlement, extension, or renewal ofaccounts, documents, instruments, chattel paper, and guarantees held by Bank onwhich Borrower is liable.

# **10****           NOTICES**

All notices, consents,requests, approvals, demands, or other communication (collectively, “**Communication**”) by any party to thisAgreement or any other Loan Document must be in writing and shall be deemed tohave been validly served, given, or delivered: (a) upon the earlier of actual receiptand three (3) Business Days after deposit in the U.S. mail, first class,registered or certified mail return receipt requested, with proper postageprepaid; (b) upon transmission, when sent by electronic mail or facsimiletransmission; (c) one (1) Business Day after deposit with a reputable overnightcourier with all charges prepaid; or (d) when delivered, if hand-delivered bymessenger, all of which shall be addressed to the party to be notified and sentto the address, facsimile number, or email address indicated below.  Bank or Borrower may change its address orfacsimile number by giving the other party written notice thereof in accordancewith the terms of this Section 10.
| If to Borrower: | Caliper Life Sciences, Inc.                    |   |
|-----------------|------------------------------------------------|--------|
|            | 68 Elm Street                                  |   |
|            | Hopkinton, Massachusetts 01748                 |   |
|            | Attn: Thomas Higgins, Chief Financial Officer  |   |
|            | Fax: (508) 497-2726                            |   |
|            | Email:  Thomas.Higgins@caliperls.com |   |
|            |                                           |   |
| with a copy to: | Caliper Life Sciences, Inc.                    |   |
|            | 650 Fairchild Drive                            |   |
|            | Mountain View, CA 94043-2234                   |   |
|            | Attn: Steve Creager, General Counsel           |   |
|            | Fax: (650) 623-0505                            |   |
|            | Email: Stephen.Creager@caliperls.com           |   |
|            |                                           |   |
| If to Bank:     | Silicon Valley Bank                            |   |
|            | One Newton Executive Park, Suite 200           |   |
|            | 2221 Washington Street                         |   |
|            | Newton, Massachusetts 02462                    |   |
|            | Attn:  Mr. Tom Davies                |   |
| ** **      | Fax:  (617) 939-5973                 |   |
|            | Email: tdavies@svb.com                    |   |

 

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| with a copy to: | Riemer & Braunstein LLP     |   |
|-----------------|---------------------------------|--------|
|            | Three Center Plaza              |   |
|            | Boston, Massachusetts 02108     |   |
|            | Attn: David A. Ephraim, Esquire |   |
|            | Fax: (617) 880-3456             |   |
|            | Email: DEphraim@riemerlaw.com   |   |

 

# **11****           CHOICE OF LAW, VENUEAND JURY TRIAL WAIVER AND JUDICIAL REFERENCE**

Massachusetts law governs the Loan Documents (otherthan the Securities Account Control Agreements dated as of the Effective Dateexecuted by, among others, Bank and each Borrower) without regard to principlesof conflicts of law.  Borrower and Bankeach submit to the exclusive jurisdiction of the State and Federal courts inMassachusetts; provided, however, that if for any reason Bank cannot availitself of such courts in the Commonwealth of Massachusetts, Borrower acceptsjurisdiction of the courts and venue in Santa Clara County, California.  NOTWITHSTANDING THE FOREGOING, BANK SHALLHAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTYIN THE COURTS OF ANY OTHER JURISDICTION WHICH BANK DEEMS NECESSARY ORAPPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE BANK’SRIGHTS AGAINST BORROWER OR ITS PROPERTY.

**TO THE EXTENT PERMITTED BY APPLICABLELAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM ORCAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTSOR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY ANDALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TOENTER INTO THIS AGREEMENT.  EACH PARTYHAS REVIEWED THIS WAIVER WITH ITS COUNSEL**.

# **12****           GENERALPROVISIONS**

## **12.1****        Successorsand Assigns**.  This Agreement bindsand is for the benefit of the successors and permitted assigns of eachparty.  Borrower may not assign thisAgreement or any rights or obligations under it without Bank’s prior writtenconsent (which may be granted or withheld in Bank’s discretion).  Bank has the right, without the consent of ornotice to Borrower, to sell, transfer, negotiate, or grant participation in allor any part of, or any interest in, Bank’s obligations, rights, and benefitsunder this Agreement and the other Loan Documents.

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

## **12.3****        Limitationof Actions**.* *Anyclaim or cause of action by Borrower against Bank, its directors, officers,employees, agents, accountants, attorneys, or any other Person affiliated withor representing Bank based upon, arising from, or relating to this LoanAgreement or any other Loan Document, or any other transaction contemplatedhereby or thereby or relating hereto or thereto, or any other matter, cause orthing whatsoever, occurred, done, omitted or suffered to be done by Bank, itsdirectors, officers, employees, agents, accountants or attorneys, shall bebarred unless asserted by Borrower by the commencement of an action orproceeding in a court of competent jurisdiction by (a) the filing of acomplaint within one year from the earlier of (i) the date any of Borrower’sofficer or directors had knowledge of the first act, the occurrence or omissionupon which such claim or cause of action, or any part thereof, is based, or(ii) the date this Agreement is terminated, and (b) the service of a summonsand complaint on an officer of Bank, or on any other person authorized toaccept service on behalf of Bank, within thirty (30) days thereafter.  Borrower agrees that such one-year period isa reasonable and sufficient time for Borrower to investigate and act upon anysuch claim or cause of action.  Theone-year period provided herein shall not be waived, tolled, or extended exceptby the written consent of Bank in its sole discretion.  This provision shall survive any terminationof this Loan Agreement or any other Loan Document.

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## **12.4****        Timeof Essence**.  Time is of the essencefor the performance of all Obligations in this Agreement.

## **12.5****        Severabilityof Provisions**.  Each provision ofthis Agreement is severable from every other provision in determining theenforceability of any provision.

## **12.6****        Amendmentsin Writing; Integration**.  Allamendments to this Agreement must be in writing signed by both Bank andBorrower.  This Agreement and the LoanDocuments represent the entire agreement about this subject matter andsupersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, andnegotiations between the parties about the subject matter of this Agreement andthe Loan Documents merge into this Agreement and the Loan Documents.

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

## **12.8****        Survival**.  All covenants, representations and warrantiesmade in this Agreement continue in full force until this Agreement hasterminated pursuant to its terms and all Obligations (other than inchoateindemnity obligations and any other obligations which, by their terms, are tosurvive the termination of this Agreement) have been satisfied.  The obligation of Borrower in Section 12.2 toindemnify Bank shall survive until the statute of limitations with respect tosuch claim or cause of action shall have run.

## **12.9****        Confidentiality**.  In handling any confidential information,Bank shall exercise the same degree of care that it exercises for its ownproprietary information, but disclosure of information may be made: (a) to Bank’sSubsidiaries or Affiliates; (b) to prospective transferees or purchasers of anyinterest in the Credit Extensions (provided, however, Bank shall usecommercially reasonable efforts to obtain such prospective transferee’s orpurchaser’s agreement to the terms of this provision); (c) as required bylaw, regulation, subpoena, or other order; (d) to Bank’s regulators or asotherwise required in connection with Bank’s examination or audit; and (e) asBank considers appropriate in exercising remedies under this Agreement.  Confidential information does not includeinformation that either: (i) is in the public domain or in Bank’s possessionwhen disclosed to Bank, or becomes part of the public domain after disclosureto Bank; or (ii) is disclosed to Bank by a third party, if Bank does not knowthat the third party is prohibited from disclosing the information.

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

## **12.11****      Borrower Liability**.  As detailed in Article 1, each Borrower has appointedCaliper as Agent for each Borrower for all purposes hereunder, including withrespect to requesting Credit Extensions hereunder.  Each Borrower hereunder shall be obligated torepay all Credit Extensions made hereunder, regardless of which Borroweractually receives said Credit Extension, as if each Borrower hereunder directlyreceived all Credit Extensions.  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 it holds(including the right to foreclose by judicial or non-judicial sale) withoutaffecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other relateddocument, 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 this Agreement) to seek contribution, indemnificationor any other form of reimbursement from any other Borrower, or any other Personnow or hereafter primarily or secondarily liable for any of the Obligations,for any payment made by Borrower with respect to the Obligations in connectionwith this Agreement or otherwise and all rights that it might have to benefitfrom, or to

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## participate in, any securityfor the Obligations as a result of any payment made by Borrower with respect tothe Obligations in connection with this 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.

# **13****           DEFINITIONS**

## **13.1****        Definitions**.  As used in this Agreement, the followingterms have the following meanings:

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

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

“**Advance**” or “**Advances**” means an advance (or advances) under the RevolvingLine.

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

“**Agent**” is defined in Section 1.2(a).

“**Agreement**” is defined in the preamblehereof.

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

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

“**Bank**” is defined in the preamble hereof.

“**Bank Expenses**” are all audit fees andexpenses, costs, and expenses (including reasonable attorneys’ fees andexpenses) for preparing, negotiating, administering, defending and enforcingthe Loan Documents (including, without limitation, those incurred in connectionwith appeals or Insolvency Proceedings) or otherwise incurred with respect toBorrower.

“**Board**” is Borrower’s Board of Directors.

“**Borrower**” is defined in the preamblehereof.

“**Borrower’s Books**” are all Borrower’s booksand records including ledgers, federal and state tax returns, records regardingBorrower’s assets or liabilities, the Collateral, business operations orfinancial condition, and all computer programs or storage or any equipmentcontaining such information.

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

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

“**Borrowing Resolutions**” are, with respect toany Person, those resolutions adopted by such Person’s Board of Directors anddelivered by such Person to Bank approving the Loan Documents to which suchPerson is a party and the transactions contemplated thereby, together with acertificate executed by its secretary on behalf of such Person certifying that(a) such Person has the authority to execute, deliver, and perform itsobligations under each of the Loan Documents to which it is a party,(b) that attached as Exhibit A to such certificate is a true, correct, andcomplete copy of the resolutions then in full force and effect authorizing andratifying the execution, delivery, and performance by such Person of the LoanDocuments to which it is a party, (c) the name(s) of the Person(s) authorizedto execute the Loan Documents on behalf of such Person, together with a sampleof the true signature(s) of such Person(s), and (d) that Bank mayconclusively rely on such certificate unless and until such Person shall havedelivered to Bank a further certificate canceling or amending such priorcertificate.

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

“**Caliper**” is defined in the preamble hereof.

“**Caliper/Xenogen Merger Agreement**” isdefined in Section 2.4(a).

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

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

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

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

 “**CommodityAccount**” is any “commodity account” as defined in the Code with suchadditions to such term as may hereafter be made.

“**Communication**” is defined in Section 10.

“**Compliance Certificate**” is that certaincertificate in the form attached hereto as Exhibit D.

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

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

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

 “**CurrentLiabilities**” are all obligations and liabilities of Borrower toBank, plus, without duplication, the aggregate amount of Borrower’s TotalLiabilities that mature within one (1) year.

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

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

“**Deferred Revenue**” is all amounts receivedor invoiced in advance of performance under contracts and not yet recognized asrevenue.

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

“**Designated Deposit Account**” is Borrower’sdeposit account, account number                        ,maintained with Bank.

“**Dollars***,*”**“**dollars**”and “**$**” each mean lawful money ofthe United States.

**“DomesticSubsidiary”** means a Subsidiary organized under the laws ofthe United States or any state or territory thereof or the District ofColumbia.

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

“**Effective Date**” is defined in the preambleof this Agreement.

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

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

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

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

(d)           Credit balances overninety (90) days from invoice date;

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

(f)            Accounts owing from anAccount Debtor which does not have its principal place of business in theUnited States except for Eligible Foreign Accounts;

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(g)           Accounts owing from anAccount Debtor which is a federal, state or local government entity or anydepartment, agency, or instrumentality thereof, except for (i) the lesser of(1) One Million Dollars ($1,000,000.00), or (2) ten percent (10%) of allAdvances (not including Advances based on such Accounts), or (ii) Accounts ofthe United States if Borrower has assigned its payment rights to Bank and theassignment has been acknowledged under the Federal Assignment of Claims Act of1940, as amended;

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

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

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

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

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

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

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

“**Eligible Foreign Accounts**” are Accounts forwhich the Account Debtor does not have its principal place of business in theUnited States but are otherwise Eligible Accounts, and that Bankapproves in writing in its sole and absolute discretion, on a case by casebasis.

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

“**ERISA**” is the Employee Retirement IncomeSecurity Act of 1974, and its regulations.

“**Event of Default**” is defined in Section 8.

“**Foreign Currency**” means lawful money of acountry other than the United States.

“**Foreign Subsidiary**” means any Subsidiarywhich is not a Domestic Subsidiary.

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

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

“**General Intangibles**” is all “generalintangibles” as defined in the Code in effect on the date hereof with suchadditions to such term as may hereafter be made, and includes withoutlimitation, all copyright rights, copyright applications, copyrightregistrations and like protections in each work of authorship and derivativework, whether published or unpublished, any patents, trademarks, service marksand, to the extent permitted under applicable law, any applications therefor,whether registered or not, any trade secret rights, including any rights to

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

 “**Indebtedness**”is (a) indebtedness for borrowed money or the deferred price of property orservices, such as reimbursement and other obligations for surety bonds andletters of credit, (b) obligations evidenced by notes, bonds, debentures orsimilar instruments, (c) capital lease obligations, and (d) ContingentObligations.

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

 “**InsolvencyProceeding**” is any proceeding by or against any Person under theUnited States Bankruptcy Code, or any other bankruptcy or insolvency law,including assignments for the benefit of creditors, compositions, extensionsgenerally with its creditors, or proceedings seeking reorganization,arrangement, or other relief.

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

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

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

“**Investment**” is any beneficial ownershipinterest in any Person (including stock, partnership interest or othersecurities), and any loan, advance or capital contribution to any Person.

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

“**Letter of Credit Application**” is defined inSection 2.1.2(a).

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

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

“**Loan Documents**” are, collectively, thisAgreement, the Perfection Certificate, any note, or notes or guarantiesexecuted by Borrower or any Guarantor, and any other present or futureagreement between Borrower any Guarantor and/or for the benefit of Bank inconnection with this Agreement, all as amended, restated, or otherwisemodified.

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

“**Minimum Usage Fee**” is defined in Section2.4(b).

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

“**NovaScreen**” is defined in the preamblehereof.

“**Obligations**” are Borrower’s obligation topay when due any debts, principal, interest, Bank Expenses and other amountsBorrower owes Bank now or later, whether under this Agreement, the LoanDocuments, or otherwise, including, without limitation, all obligationsrelating to letters of credit (including reimbursement obligations for drawnand undrawn letters of credit), cash management services, and foreign exchangecontracts, if any, and including interest accruing after Insolvency Proceedingsbegin and debts, liabilities, or obligations of Borrower assigned to Bank, andthe performance of Borrower’s duties under the Loan Documents.

**“OperatingDocuments”** are, for any Person, such Person’s formationdocuments, as certified with the Secretary of State of such Person’s state offormation on a date that is no earlier than 30 days prior to the EffectiveDate, and its bylaws in current form,****eachof the foregoing with all current amendments or modifications thereto.

“**Payment/Advance Form**” is that certain formattached hereto as Exhibit B.

“**Perfection Certificate**” is defined inSection 5.1.

“**Permitted Indebtedness**” is:

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

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

(c)           Subordinated Debt;

(d)           unsecured Indebtednessto trade creditors incurred in the ordinary courseof business;

(e)           Indebtedness secured byPermitted Liens;

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

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

“**Permitted Investments**” are:

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

(b)           Cash Equivalents andMarketable Securities;

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

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

“**Permitted Liens**” are:

(a)           Liens existing on theEffective Date and shown on the Perfection Certificate or arising under thisAgreement and the other Loan Documents;

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

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

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

(e)           leases or subleases ofreal property granted in the ordinary course of business, and leases,subleases, non-exclusive licenses or sublicenses of property (other than realproperty or intellectual property) granted in the ordinary course of Borrower’sbusiness, if the leases, subleases, licenses and sublicenses do notprohibit granting Bank a security interest;

(f)            non-exclusive licenseof intellectual property granted to third parties in the ordinary course ofbusiness;

(g)           Liens arising fromjudgments, decrees or attachments in circumstances not constituting an Event ofDefault under Section 8.4 or 8.7; and

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

“**Person**” is any individual, soleproprietorship, partnership, limited liability company, joint venture, company,trust, unincorporated organization, association, corporation, institution,public benefit corporation, firm, joint stock company, estate, entity orgovernment agency.

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

“**Quick Assets**” is, on any date, all cash andCash Equivalents and Marketable Securities as shown on Borrower’s consolidatedfinancial statements as of such date prepared in accordance with GAAP, plus netbilled accounts receivable, excluding any cash or Cash Equivalents andMarketable Securities that are restricted or are pledged to any Person otherthan Bank or any of Bank’s Affiliates.

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

“**Registered Organization**” is any “registeredorganization” as defined in the Code with such additions to such term as mayhereafter be made

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

24

----

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

**“RevolvingLine Maturity Date”**is August 8, 2008.

 “**SecuritiesAccount**” is any “securities account” as defined in the Code withsuch additions to such term as may hereafter be made.

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

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

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

“**Transfer**” is defined in Section 7.1.

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

“**XBC**” is defined in Section 2.5.

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

“**Xenogen/PFG Credit Agreement**” is defined inSection 2.5.

“**Xenogen/SVB Credit Agreement**” is defined inSection 2.5.

Signature page follows.

25

----

**IN WITNESS WHEREOF**,the parties hereto have caused this Agreement to be executed as a sealedinstrument under the laws of the Commonwealth of Massachusetts as of theEffective Date.
| BORROWER:                          |
|------------------------------------|
|                               |
| CALIPER LIFE SCIENCES, INC.        |
|                               |
| By                                 |   |   |
| Name:                              |   |   |
| Title:                             |   |   |
|                               |
| NOVASCREEN BIOSCIENCES CORPORATION |
|                               |
| By                                 |   |   |
| Name:                              |   |   |
| Title:                             |   |   |
|                               |
|                               |
| BANK:                              |
|                               |
| SILICON VALLEY BANK                |
|                               |
| By                                 |   |   |
| Name:                              |   |   |
| Title:                             |   |   |
|                                    |  |  |  |  |

 

[Signature page to Loanand Security Agreement]

----

**EXHIBIT A**

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

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

all Borrower’s Books relating to the foregoing, andany and all claims, rights and interests in any of the above and allsubstitutions for, additions, attachments, accessories, accessions andimprovements to and replacements, products, proceeds and insurance proceeds ofany or all of the foregoing.

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

Pursuant to the terms ofa certain negative pledge arrangement with Bank, Borrower has agreed not toencumber any of its copyright rights, copyright applications, copyrightregistrations and like protections in each work of authorship and derivativework, whether published or unpublished, any patents, patent applications andlike protections, including improvements, divisions, continuations, renewals,reissues, extensions, and continuations-in-part of the same, trademarks,service marks and, to the extent permitted under applicable law, anyapplications therefor, whether registered or not, and the goodwill of thebusiness of Borrower connected with and symbolized thereby, know-how, operatingmanuals, trade secret rights, rights to unpatented inventions, and any claimsfor damage by way of any past, present, or future infringement of any of theforegoing, without Bank’s prior written consent.

1

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**EXHIBIT B**

**LoanPayment/Advance Request Form**

**DEADLINE FOR SAME DAY PROCESSING IS NOON E.S.T.***
| Fax To: | Date: _________________ |
|---------|-------------------------|

 
| **LOAN PAYMENT****:**                               |                                                     |
|-----------------------------------------------------|----------------------------------------------------------|
| ** **                                          |                                                     |
| Caliper Life  Sciences, Inc., as Agent              |
|                                                |                                                     |
| From Account # _____________________________        | To Account #  __________________________________         |
|     (Deposit  Account #)        | (Loan Account #)                                         |
|                                                |                                                     |
| Principal $ _________________________________  | and/or Interest  $ ________________________________ |
|                                                |                                                     |
| **Authorized Signature: _________________________** | Phone Number:  ________________________                  |
| Print Name/Title: ______________________________    |                                                     |
|                                                |                                                     |

 

**LOAN ADVANCE****:**

Complete*Outgoing Wire Request* sectionbelow if all or a portion of the funds from this loan advance are for anoutgoing wire.
| From  Account #___________________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | To Account #  __________________________________ |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|
|      (Loan  Account #)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (Deposit Account #)                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |
| Amount of Advance $______________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| All Borrower’s representations and warranties in the  Loan and Security Agreement are true, correct and complete in all material  respects on the date of the request for an advance; provided, however, that  such materiality qualifier shall not be applicable to any representations and  warranties that already are qualified or modified by materiality in the text  thereof; and provided, further that those representations and warranties  expressly referring to a specific date shall be true, accurate and complete  in all material respects as of such date: |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Authorized Signature: _______________________**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Phone Number: ________________________           |
| Print Name/Title: ____________________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |

**OUTGOING WIREREQUEST****:**

 

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

Deadlinefor same day processing is noon, E.S.T.
| Beneficiary Name: _____________________________                                                                                                                                                                                                                                                                  | Amount of Wire:  $ _________________________                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|
| Beneficiary Bank:  _____________________________                                                                                                                                                                                                                                                            | Account Number:  __________________________                       |
| City and State: ________________________________                                                                                                                                                                                                                                                                 |                                                              |
|                                                                                                                                                                                                                                                                                                             |                                                              |
| Beneficiary Bank Transit (ABA) #:  _______________                                                                                                                                                                                                                                                          | Beneficiary Bank Code (Swift, Sort, Chip, etc.):  ____________    |
|                                                                                                                                                                                                                                                                                                             | **(For  International Wire Only)**                                |
| ** **                                                                                                                                                                                                                                                                                                       |                                                              |
| Intermediary Bank: ____________________________                                                                                                                                                                                                                                                                  | Transit (ABA) #: _____________________________________            |
| For Further Credit to:  ________________________________________________________________________________                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                             |                                                              |
| Special Instruction:  __________________________________________________________________________________                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                             |                                                              |
| *By signing below, I (we) acknowledge and agree  that my (our) funds transfer request shall be processed in accordance with  and subject to the terms and conditions set forth in the agreements(s)  covering funds transfer service(s), which agreements(s) were previously  received and executed by me (us).* |
| * *                                                                                                                                                                                                                                                                                                         |
| Authorized Signature: ________________________                                                                                                                                                                                                                                                                   | 2nd Signature (if  required): ______________________________ |
| Print Name/Title: ____________________________                                                                                                                                                                                                                                                                   | Print Name/Title:  _____________________________________     |
| Telephone #:   _______________________________                                                                                                                                                                                                                                                              | Telephone  ___________________________________________            |
|                                                                                                                                                                                                                                                                                                             |                                                              |

 

----

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

1

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**EXHIBITC**

**BORROWINGBASE CERTIFICATE**

Borrower: Caliper LifeSciences, Inc. and NovaScreen BioSciences CorporationLender:  Silicon Valley BankCommitment Amount:    $20,000,000.00
| ACCOUNTS RECEIVABLE                                                                                                                                                                                                                                                    |   |   |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
| 1.             Accounts Receivable Book Value as  of                          |   | $      |   |   |
| 2.             Additions (please explain on  reverse)                                                                                                                                                      |   | $      |   |   |
| 3.             TOTAL ACCOUNTS RECEIVABLE                                                                                                                                                                   |   | $      |   |   |
|                                                                                                                                                                                                                                                                   |   |   |   |
| ACCOUNTS RECEIVABLE  DEDUCTIONS (without duplication)                                                                                                                                                                                                                  |   |   |   |
| 4.             Amounts over 90 days due                                                                                                                                                                    |   | $      |   |   |
| 5.             Balance of 50% over 90 day  accounts                                                                                                                                                        |   | $      |   |   |
| 6.             Credit balances over 90 days                                                                                                                                                                |   | $      |   |   |
| 7.             Concentration Limits                                                                                                                                                                        |   | $      |   |   |
| 8.             Foreign Accounts                                                                                                                                                                            |   | $      |   |   |
| 9.             Governmental Accounts                                                                                                                                                                       |   | $      |   |   |
| 10.           Contra Accounts                                                                                                                                                                                        |   | $      |   |   |
| 11.           Promotion or Demo Accounts                                                                                                                                                                             |   | $      |   |   |
| 12.           Intercompany/Employee Accounts                                                                                                                                                                         |   | $      |   |   |
| 13.           Disputed Accounts                                                                                                                                                                                      |   | $      |   |   |
| 14.           Deferred Revenue                                                                                                                                                                                       |   | $      |   |   |
| 15.           Other (please explain on reverse)                                                                                                                                                                      |   | $      |   |   |
| 16.           TOTAL ACCOUNTS RECEIVABLE  DEDUCTIONS                                                                                                                                                                  |   | $      |   |   |
| 17.           Eligible Accounts (#3 minus #16)                                                                                                                                                                       |   | $      |   |   |
| 18.           ELIGIBLE AMOUNT OF ACCOUNTS (80% of  #17, plus 90% of Unrestricted Cash)                                                                                                                               |   | $      |   |   |
|                                                                                                                                                                                                                                                                   |   |   |   |
| BALANCES                                                                                                                                                                                                                                                               |   |   |   |
| 19.           Maximum Loan Amount                                                                                                                                                                                    |   | $      |   |   |
| 20.           Total Funds Available (Lesser of #18  or #19)                                                                                                                                                     |   | $      |   |   |
| 21.           Present balance owing on Line of  Credit                                                                                                                                                               |   | $      |   |   |
| 22.           Outstanding under Sublimits                                                                                                                                                                            |   | $      |   |   |
| 23.           RESERVE POSITION (#20 minus #21 and  #22)                                                                                                                                                              |   | $      |   |   |

 

*The undersigned represents andwarrants that this is true, complete and correct, and that the information inthis Borrowing Base Certificate complies with the representations andwarranties in the Loan and Security Agreement between the undersigned andSilicon Valley Bank.*
|                              | **BANK  USE ONLY**                                                                                                                                                                               |
|------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         | ** **                                                                                                                                                                                       |
| COMMENTS:                    | Received by:   _________________________                                                                                                                                                    |
|                         |      Authorized Signer                                                                                                                                                  |
|                         |                                                                                                                                                                                             |
| By: _______________________  | Date:  _______________________________                                                                                                                                                      |
| Authorized Signer            | Verified:   ____________________________                                                                                                                                                    |
|                         |      authorized signer                                                                                                                                                  |
| Date: ______________________ |                                                                                                                                                                                             |
|                         | Date: _______________________________                                                                                                                                                            |
|                         | Compliance Status:                      Yes       No |

 

1

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**EXHIBITD**

**COMPLIANCECERTIFICATE**
| TO:    | SILICON VALLEY BANK                | Date:  |   |   |
|--------|------------------------------------|--------|--------|--------|
| FROM:  | CALIPER LIFE SCIENCES, INC.        |   |
|   | NOVASCREEN BIOSCIENCES CORPORATION |   |

 

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

**Please indicate compliance status bycircling Yes/No under “Complies” column.**

 
| **Reporting  Covenant**                                     | ** ** | **Required**                                                                                                                             | ** ** | **Complies**      |
|-------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|
| ** **                                                  | ** ** | ** **                                                                                                                               | ** ** | ** **        |
| Quarterly  financial statements with Compliance Certificate |       | Quarterly within 45 days                                                                                                                 |       | Yes  No |
| Annual financial statement (CPA Audited)                    |       | FYE within 120 days                                                                                                                      |       | Yes  No |
| Board Approved Projections                                  |       | Annually, as revised                                                                                                                     |       | Yes  No |
| Audit                                                       |       | Annually                                                                                                                                 |       | Yes  No |
| Borrowing Base Certificate A/R & A/P Agings             |       | Monthly within 30 days (when Unrestricted Cash < $20,000,000.00  and months in which Credit Extensions requested or outstanding) |       | Yes  No |
| Cash Report                                                 |       | Monthly within 15 days                                                                                                                   |       | Yes  No |

 
| **Financial  Covenant**                   | ** ** | **Required**                                                                                       | ** ** | **Actual**                                                                                              | ** ** | **Complies**      |
|-------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|-------------------|
|                                      | ** ** | ** **                                                                                         | ** ** | ** **                                                                                              | ** ** | ** **        |
| Maintain at all times (tested quarterly): | ** ** | ** **                                                                                         | ** ** | ** **                                                                                              | ** ** | ** **        |
| Minimum Adjusted Quick Ratio              |       | 1.25:1.0                                                                                           |       |            :1.0                                  |       | Yes  No |
| Minimum EBITDA-Cap Ex                     |       | $                * |       | $                  |       | Yes  No |

 

----

*As set forth in Section6.7(b) of the Agreement.

1

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Thefollowing financial covenant analys[is][es] and information set forth inSchedule 1 attached hereto are true and accurate as of the date of thisCertificate.

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

 
| Caliper Life Sciences, Inc.         | **BANK USE ONLY** |
|-------------------------------------|-------------------|
|                                | ** **        |
| By:                                 |              |   | Received by: |   |   |
| Name:                               |              |   |   | authorized  signer   |   |
| Title:                              |              |   | Date: |   |   |
|                                |              |
| NovaScreen Biosciences  Corporation | Verified:         |   |   |
|                                |              | authorized  signer   |   |
| By:                                 |              |   | Date: |   |   |
| Name:                               |              |   |   |
| Title:                              |              |   | Compliance Status:                      Yes     No |
|                                     |                   |  |  |  |  |  |  |  |  |  |  |

 

2

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**Schedule 1 to Compliance Certificate**

**Financial Covenants of Borrower**

Dated:    ____________________

In the event of aconflict between this Schedule and the Loan Agreement, the terms of the LoanAgreement shall control.
| I. |   | **ADJUSTED  QUICK RATIO** |   |   |   |
|----|--------|---------------------------|--------|--------|--------|

 
| A.     |   | Aggregate value of the  Unrestricted Cash and Cash Equivalents and Marketable Securities of Borrower                                                                                          |   | $      |   |   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|   |   |                                                                                                                                                                                          |   |   |   |
| B.     |   | Aggregate value of the  net billed accounts receivable of Borrower                                                                                                                            |   | $      |   |   |
|   |   |                                                                                                                                                                                          |   |   |   |
| C.     |   | Quick Assets (the sum  of lines A and B)                                                                                                                                                      |   | $      |   |   |
|   |   |                                                                                                                                                                                          |   |   |   |
| D.     |   | Aggregate value of  Obligations to Bank                                                                                                                                                       |   | $      |   |   |
|   |   |                                                                                                                                                                                          |   |   |   |
| E.     |   | Aggregate  value of liabilities of Borrower (including all Indebtedness) that matures  within one (1) year and current portion of Subordinated Debt permitted by  Bank to be paid by Borrower |   | $      |   |   |
|   |   |                                                                                                                                                                                          |   |   |   |
| F      |   | Aggregate  value of (i) Deferred Revenue, (ii) real estate related restructuring  expenses, and customer deposits)                                                                            |   |   |   |
|   |   |                                                                                                                                                                                          |   |   |   |
| G.     |   | Quick Liabilities (the  sum of lines D, E minus F)                                                                                                                                            |   | $      |   |   |
|   |   |                                                                                                                                                                                          |   |   |   |
| G.     |   | Adjusted Quick Ratio  (line C divided by line G)                                                                                                                                              |   |   |   |

 

Is line G equal to orgreater than 1.25:1:00?

     No,not in compliance                                                                              Yes,in compliance
| II. |   | **MINIMUM****EBITDA minus CAP-EX** |   |   |   |
|-----|--------|------------------------------------|--------|--------|--------|

 

Required:
| A.     |   | Net Income                                                                                                                                   |   | $      |   |   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|   |   |                                                                                                                                         |   |   |   |
| B.     |   | Interest Expense                                                                                                                             |   | $      |   |   |
|   |   |                                                                                                                                         |   |   |   |
| C.     |   | To the extent included  in the determination of Net Income:                                                                                  |   |   |   |
|   |   |                                                                                                                                         |   |   |   |
|   |   | 1.         Depreciation  expense                                                                |   | $      |   |   |
|   |   |                                                                                                                                         |   |   |   |
|   |   | 2.         Amortization  expense                                                                |   | $      |   |   |
|   |   |                                                                                                                                         |   |   |   |
|   |   | 3.         Non-cash  stock-based compensation expense                                           |   | $      |   |   |
|   |   |                                                                                                                                         |   |   |   |
| D.     |   | income tax expense                                                                                                                           |   | $      |   |   |
|   |   |                                                                                                                                         |   |   |   |
| E.     |   | Acquisition  Event related expenses (for the quarter in which the Acquisition Event occurs  occurs through the quarter ending June 30, 2007) |   | $      |   |   |

 

3

----

 
| F.     |   | EBITDA  (line A, plus line B, plus line C.1, plus line C.2, plus line C.3, plus line  D, and plus line E) |   | $      |   |   |
|--------|--------|-----------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|   |   |                                                                                                      |   |   |   |
| G.     |   | capital expenditures                                                                                      |   | $      |   |   |
|   |   |                                                                                                      |   |   |   |
| H.     |   | EBIDTA minus CAP EX (line F minus line G)                                                                 |   | $      |   |   |

 
| Is line H equal to or greater than: | (a) ($7,000,000)  for the two-quarter period ending 9/30/06                                                                                  |                                                                         |
|-------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------|
|                                | (b) ($6,000,000)  for the two-quarter periods ending 12/31/06, 3/31/07, and 6/30/07                                                          |                                                                         |
|                                | (c) ($3,000,000)  for the two-quarter period ending 9/30/07                                                                                  |                                                                         |
|                                | (d) $0.00 for  the two-quarter period ending 12/31/07 and for the two-quarter periods ending  as of the last day of each quarter thereafter? |                                                                         |
|                                |                                                                                                                                         |                                                                         |
|                                |                                                                                                                                         |          No,  not in compliance |   |              Yes, in compliance |   |
|                                     |                                                                                                                                              |                                                                              |  |  |  |  |  |

 

4

----