[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
EXHIBIT 10.69
December 22, 2003
Amphora Discover Corp.
000 - 0 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxxxxxx
RE: The Modification Agreement, dated December 12, 2002, by and between
Caliper Technologies Corp. ("Caliper") and Amphora Discovery Corp.
("Amphora") (the "Agreement")
Dear Xx. Xxxxxxxxx:
Pursuant to recent discussions between Caliper and Amphora, this letter
agreement (the "Letter Agreement") sets forth certain terms and conditions which
shall amend and supercede the Agreement. Capitalized terms used but not defined
in this Letter Agreement shall have the meanings assigned to them in the
Agreement.
Amphora and Caliper hereby agree:
1. Section 3 of the Agreement is hereby deleted in its entirety and
replaced by the following:
"Pursuant to Section 2.2.2 of the LabChip Solutions Agreement, Amphora is
obligated, among other things, to purchase an additional eleven Instrument
Systems prior to December 31, 2002. Prior to the date of this Agreement,
Amphora has purchased ten of such Instrument Systems. Upon the
effectiveness of this Agreement pursuant to Section 8 below, Amphora's
obligation to purchase the one remaining Instrument System shall be
converted to an obligation to purchase, by no later than June 30, 2004,
Products (as defined in the LabChip Solutions Agreement) from Caliper with
an aggregate invoice price of no less than [ * ]. As part of its
fulfillment of the foregoing obligation, Amphora shall purchase one "beta"
version 300 Instrument System WITH [ * ]. The price for such instrument
shall be [ * ]."
2. Except as set forth in this Letter Agreement, the Agreement remains
unmodified and in full force and effect and is hereby ratified and affirmed;
provided however, that in the event of any conflict or inconsistency between any
term of this Letter Agreement and the Agreement, the terms of this Letter
Agreement shall control.
Please indicate your agreement to the terms of this Letter Agreement by signing
where indicated below.
Sincerely,
CALIPER TECHNOLOGIES CORP.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President & General Counsel
ACCEPTED AND AGREED
as of the date first set forth above:
AMPHORA DISCOVERY CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Ph.D.
Title: President and CEO
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
