Common use of LICENSEE EQUITY INTEREST Clause in Contracts

LICENSEE EQUITY INTEREST. 5.1 In accordance with the License Agreement of May 1, 2000, Licensee issued to Caltech, in consideration of Licensee’s receipt of the intangible property rights granted under that License Agreement (which rights are carried forward herein), [***] shares of common stock of Licensee, pursuant to the terms of a reasonable and customary stock issuance agreement. Further, it is acknowledged that, as partial consideration for entering into the first Amended and Restated License Agreement of June 1, 2002, with the reformation of the initial License Agreement of May 1, 2000 and the associated restatements and amendments (including, but not limited to, an updated Exhibit A), Licensee issued to Caltech [***] shares of common stock of Licensee. 5.2 Caltech agrees that, in the event of any underwritten or public offering of securities of Licensee or a Affiliate, Caltech shall comply with and agree to any reasonable restriction on the transfer of equity interest, or any part thereof, imposed by an underwriter, and shall perform all acts and sign all necessary documents required with respect thereto. 5.3 If Licensee wishes at its sole discretion to license hereunder any Improvements disclosed by Caltech to Licensee during a twelve (12) month period beginning with June 1, 2003, and for each anniversary thereafter (each twelve month period will be referred to as an “Improvement Period”), Licensee shall notify Caltech in writing accordingly within thirty (30) days after the end of each Improvement Period. For the first two (2) Improvement Periods, Licensee agrees to issue to Caltech, in consideration of Licensee’s election to receive additional intangible property rights to all Improvements disclosed to Licensee during an Improvement Period, [***] shares of common stock of Licensee, pursuant to the terms of a reasonable and customary stock issuance agreement. Thereafter, Licensee is hereby granted an option by Caltech that Licensee can exercise during the final year of the first two (2) Improvement Period on an annual basis on the same terms and conditions. The consideration of this option was partially paid by the [***] shares granted by Licensee to Caltech as referenced in Section 5.1 of this Agreement. Further, it is acknowledged that pursuant to the initial License Agreement of May 1, 2000 and the first Amended and Restated License Agreement of June 1, 2002, Licensee elected to receive additional intangible property rights to Improvements disclosed to Licensee by Caltech during May 1, 2000 through May 31, 2003, in consideration of the issuance to Caltech by Licensee of [***] shares of common stock of Licensee (which represents the [***] share grant under Section 5.1 above and [***] shares pursuant to the parties’ Letter Agreement dated June 19, 2003, paragraph #3), receipt of which shares Caltech hereby acknowledges.

LICENSEE EQUITY INTEREST. 5.1 In accordance with the License Agreement of May 1, 2000, Licensee issued to Caltech, in consideration of Licensee’s receipt of the intangible property rights granted under [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. that License Agreement (which rights are carried forward herein), [***] shares of common stock of Licensee, pursuant to the terms of a reasonable and customary stock issuance agreement. Further, it is acknowledged that, as partial consideration for entering into the first Amended and Restated License Agreement of June 1, 2002, with the reformation of the initial License Agreement of May 1, 2000 and the associated restatements and amendments (including, but not limited to, an updated Exhibit A), Licensee issued to Caltech [***] shares of common stock of Licensee. 5.2 Caltech agrees that, in the event of any underwritten or public offering of securities of Licensee or a Affiliate, Caltech shall comply with and agree to any reasonable restriction on the transfer of equity interest, or any part thereof, imposed by an underwriter, and shall perform all acts and sign all necessary documents required with respect thereto. 5.3 If Licensee wishes at its sole discretion to license hereunder any Improvements disclosed by Caltech to Licensee during a twelve (12) month period beginning with June 1, 2003, and for each anniversary thereafter (each twelve month period will be referred to as an “Improvement Period”), Licensee shall notify Caltech in writing accordingly within thirty (30) days after the end of each Improvement Period. For the first two (2) Improvement Periods, Licensee agrees to issue to Caltech, in consideration of Licensee’s election to receive additional intangible property rights to all Improvements disclosed to Licensee during an Improvement Period, [***] shares of common stock of Licensee, pursuant to the terms of a reasonable and customary stock issuance agreement. Thereafter, Licensee is hereby granted an option by Caltech that Licensee can exercise during the final year of the first two (2) Improvement Period on an annual basis on the same terms and conditions. The consideration of this option was partially paid by the [***] shares granted by Licensee to Caltech as referenced in Section 5.1 of this Agreement. Further, it is acknowledged that pursuant to the initial License Agreement of May 1, 2000 and the first Amended and Restated License Agreement of June 1, 2002, Licensee elected to receive additional intangible property rights to Improvements disclosed to Licensee by Caltech during May 1, 2000 through May 31, 2003, in consideration of the issuance to Caltech by Licensee of [***] shares of common stock of Licensee (which represents the [***] share grant under Section 5.1 above and [***] shares pursuant to the parties’ [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Letter Agreement dated June 19, 2003, paragraph #3), receipt of which shares Caltech hereby acknowledges.

LICENSEE EQUITY INTEREST. 5.1 In accordance with the License Agreement of May 1, 2000, Licensee issued to Caltech, in consideration of Licensee’s receipt of the intangible property rights granted under [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation that License Agreement (which rights are carried forward herein), [***] shares of common stock of Licensee, pursuant to the terms of a reasonable and customary stock issuance agreement. Further, it is acknowledged that, as partial consideration for entering into the first Amended and Restated License Agreement of June 1, 2002, with the reformation of the initial License Agreement of May 1, 2000 and the associated restatements and amendments (including, but not limited to, an updated Exhibit A), Licensee issued to Caltech [***] shares of common stock of Licensee. 5.2 Caltech agrees that, in the event of any underwritten or public offering of securities of Licensee or a Affiliate, Caltech shall comply with and agree to any reasonable restriction on the transfer of equity interest, or any part thereof, imposed by an underwriter, and shall perform all acts and sign all necessary documents required with respect thereto. 5.3 If Licensee wishes at its sole discretion to license hereunder any Improvements disclosed by Caltech to Licensee during a twelve (12) month period beginning with June 1, 2003, and for each anniversary thereafter (each twelve month period will be referred to as an “Improvement Period”), Licensee shall notify Caltech in writing accordingly within thirty (30) days after the end of each Improvement Period. For the first two (2) Improvement Periods, Licensee agrees to issue to Caltech, in consideration of Licensee’s election to receive additional intangible property rights to all Improvements disclosed to Licensee during an Improvement Period, [***] shares of common stock of Licensee, pursuant to the terms of a reasonable and customary stock issuance agreement. Thereafter, Licensee is hereby granted an option by Caltech that Licensee can exercise during the final year of the first two (2) Improvement Period on an annual basis on the same terms and conditions. The consideration of this option was partially paid by the [***] shares granted by Licensee to Caltech as referenced in Section 5.1 of this Agreement. Further, it is acknowledged that pursuant to the initial License Agreement of May 1, 2000 and the first Amended and Restated License Agreement of June 1, 2002, Licensee elected to receive additional intangible property rights to Improvements disclosed to Licensee by Caltech during May 1, 2000 through May 31, 2003, in consideration of the issuance to Caltech by Licensee of [***] shares of common stock of Licensee (which represents the [***] share grant under Section 5.1 above and [***] shares pursuant to the parties’ [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation Letter Agreement dated June 19, 2003, paragraph #3), receipt of which shares Caltech hereby acknowledges.