RECITALS

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 10.33

LABCHIP SOLUTIONS AGREEMENT

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

RECITALS

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

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

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

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

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

1. DEFINITIONS

1.1. "AFFILIATE" shall mean, with respect to any Person, any other Person
controlling, controlled by or under common control with, such Person.
For purposes of this definition, the term "control" means the
possession of the power to direct the management or policies of a
Person through ownership of fifty percent (50%) or more of its voting
securities entitled to vote in the election of directors (or, in the
case of a Person that is not a corporation, for the election of the
corresponding managing authority).

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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

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

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

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

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

1.7. "CONFIDENTIAL INFORMATION" of a party shall mean all information
provided by such party to the other party either in connection with
the discussions and negotiations pertaining to this Agreement or in
the course of performing this Agreement, whether in writing, orally
or otherwise, provided that such information is either (i) the type
of information that is customarily treated as confidential by the
disclosing party, or (ii) specifically designated as confidential, in
writing orally or otherwise, at the time of disclosure or reasonably
promptly thereafter.. Subject to the foregoing, Confidential
Information may include without limitation, data; knowledge;
practices; processes; ideas; research plans; chemical compounds;
engineering designs and drawings; research data; manufacturing
processes and techniques; scientific, manufacturing, marketing and
business plans; and financial and personnel matters relating to the
disclosing party or to its present or future products, sales,
suppliers, customers, employees, investors or business.
Notwithstanding the foregoing,

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information shall not be deemed Confidential Information for purposes
of this Agreement if such information:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.20. "LABCHIP IMPROVEMENTS" shall mean all inventions (whether or not
patentable), discoveries, methods, compositions and other trade
secrets and know-how (collectively

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"Improvements") that are conceived or first reduced to practice by
Amphora, solely or jointly with others, (i) during the Term, (ii)
based upon or as a result of access to Caliper Intellectual Property
or products provided under this Agreement or the Related Agreements,
and (iii) to the extent they are directed to the design, development
or manufacture of microfluidic chips or chip interfaces. For purposes
of (iii), "directed to" means that the Improvement does not have a
material practical application other than with regard to microfluidic
chips. "Chip interface" means the first tier physical and optical
interface between a microfluidic chip and associated hardware.
"LabChip Improvements" specifically include, but are not limited to,
(a) chip designs and formats, (b) the chip cartridge design, (c) how
the actuation forces (e.g., pressure, electrical) are applied to the
chip, (d) physical or chemical methods for measuring temperature in
channels, (e) Improvements directed to the Library Card System and
(f) methods of controlling physical conditions for reagents on the
chip (e.g. control of evaporation and temperature in on-chip
reservoirs, or control of temperature or pressure in chip channels).
For purposes of (e), "directed to" means that the Improvement does
not have a material practical application other than with regard to
Library Card Systems. "LabChip Improvements" specifically exclude,
among other things, Target Assay Protocols.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.38. "VALIDATION DATE" shall mean the date on which the initial quantities
of Chips mutually agreed upon by the parties have been delivered to
Amphora, and the initial shipment of Instrument Systems in a quantity
to be mutually agreed have been installed by Caliper at Amphora's
North Carolina offices (or as otherwise mutually agreed), and
demonstrated by Caliper to function in accordance with the
Specifications for such Instrument Systems and in performing
Caliper's standard fluorogenic LabChip Assay. The parties expect such
testing to be completed by October 31, 2001.

2. PRODUCTS

2.1. PRODUCT SALES. Throughout the Term, Caliper shall make available to
Amphora all Products that Caliper makes commercially available to any
customer. Caliper shall make all Products set forth on Exhibit B
available to Amphora in accordance with the terms and conditions of
this Agreement (including the Purchase Terms), without additional
terms or restrictions. Caliper shall make available to Amphora other
Products in accordance with Caliper's standard terms, provided that
such Products may be subject to certain additional restrictions,
limitations, or terms, provided that such restrictions, terms and
limitations shall be commercially reasonable and shall not materially
adversely affect Amphora's rights under this Agreement or the
Intellectual Property Agreement. In addition, during the course of
this Agreement, Caliper may offer Amphora the opportunity to receive
products other than Products. For example, Amphora may receive
products being commercialized through Caliper's research
collaboration with Agilent. Terms related to such transactions will
be agreed upon separately or established for all customers by Caliper
and Agilent, and are not intended to be included under the scope of
this Agreement except as otherwise set forth herein. Caliper shall
treat Amphora equally with all other Caliper customers in the
offering of Products and terms therefor. ANY TERMS OR CONDITIONS OF
ANY PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER DOCUMENT ISSUED BY
EITHER PARTY FOR A PRODUCT SET FORT ON EXHIBIT B WHICH ARE IN
ADDITION TO OR INCONSISTENT WITH THIS AGREEMENT OR THE INTELLECTUAL
PROPERTY AGREEMENT SHALL HAVE NO EFFECT AND SUCH TERMS AND CONDITIONS
ARE HEREBY EXCLUDED, UNLESS SUCH ADDITIONAL TERMS AND CONDITIONS ARE
SET FORTH IN A WRITING SIGNED BY BOTH PARTIES.

2.2. INITIAL SYSTEMS.

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

2.2.2. PURCHASE COMMITMENT. Subject to the terms and conditions of
this Agreement, including the Purchase Terms, and
notwithstanding the lead times set forth in Section 2.4,
Amphora shall place orders for and take delivery of, at least
eleven (11) Instrument Systems prior to December 31, 2001.
Caliper shall ship the foregoing Instrument Systems pursuant to
a schedule reasonably requested by Amphora. The Instrument
Systems ordered concurrently with the execution of this
Agreement shall be counted toward the foregoing purchase
commitment. Prior to December 31, 2002, Amphora shall purchase,
and Caliper shall deliver to Amphora, at least an additional
eleven (11) Instrument Systems, subject to the terms and
conditions of this Agreement, including the Purchase Terms.
Notwithstanding anything to the contrary, Amphora shall have
the right to suspend orders and delivery of further Instrument
Systems under this Section 2.2 without breach in the event of
ongoing, material warranty or installation issues with at least
20% of delivered or installed Instrument Systems purchased by
Amphora, which issues are not resolved within forty-five (45)
days of written notice by Amphora. Upon resolution of the
warranty or installation issue, the schedule for delivery of
subsequent Instrument Systems will be reasonably adjusted in
light of any delay relating to such issue, if such an
adjustment is requested by Amphora.

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

2.4. FORECASTS AND ORDERS.

2.4.1. FORECASTS. Amphora shall provide to Caliper, within thirty
(30) days after the Effective Date and by the fifth day of each
subsequent Calendar Quarter during the Term, Amphora's written,
good-faith forecast of the quantity of Chips and Instrument
Systems that Amphora anticipates it will order in each month
during the following twelve-month period (each, a "Forecast"),
provided that the number of Chips in the first six (6) months
of each Forecast may not be increased by more than 20% over the
immediately preceding Forecast for the same period without the
written consent of Caliper. If a new Chip or Instrument System
is made available hereunder, an initial Forecast shall be
provided by Amphora, which initial Forecast shall serve as the
first

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Forecast for such Chip and/or Instrument System under this
Section 2.4.1, with deliveries commencing at a date mutually
agreed upon by the parties, which Caliper shall not require to
be later than when Caliper first makes such Chip or Instrument
System available to any third party Caliper shall supply to
Amphora the quantities of Chips and Instrument Systems set
forth in each Forecast to the extent set forth in Section
2.4.2. Notwithstanding anything set forth in this Section 2.4,
if a Forecast for two (2) consecutive calendar months exceeds
by more than 25% the actual orders placed by Amphora for such
months, then Caliper shall be required to supply, in the
immediately following calendar month, the lesser of (i) the
percentage of Products required under Section 2.4.2 below, or
(ii) the percentage of Products required under Section 2.4.2
minus the average percentage by which the previous two months'
Forecast exceeded actual orders in such months. For example, if
the Forecast for two consecutive months exceeded actual orders
by 30% and 50% respectively, then Caliper shall only be
required to supply 60% of the Products that would otherwise be
required for the following month under Section 2.4.2.

2.4.2. ORDERS. If Amphora provides to Caliper a purchase order for
Chips at least three (3) months prior to the Scheduled Delivery
Date for such Chips, then Caliper shall supply such Chips by
such date, provided that Caliper shall not be required to
timely supply that number of Chips which is in excess of 110%
of the Forecast in the immediately preceding Calendar Quarter,
provided that Caliper shall use commercially reasonable efforts
to fill orders for such quantities of Chips from available
supplies. If Amphora provides to Caliper a purchase order for
Instrument Systems at least six (6) months prior to the
Scheduled Delivery Date for such Instrument Systems, then
Caliper shall supply such Instrument Systems by such date,
provided that Caliper shall not be required to timely deliver
that number of Instrument Systems which is in excess of 120% of
the Forecast provided to Caliper in the Calendar Quarter prior
to the immediately preceding Calendar Quarter, provided that
Caliper shall use commercially reasonable efforts to fill
orders for such excess quantities of Instrument Systems from
available supplies. Caliper shall notify Amphora within fifteen
(15) calendar days from receipt of a purchase order of its
ability to fill any amounts of such order in excess of the
quantities that Caliper is obligated to supply. It is
acknowledged and agreed that the parties may mutually agree
from time to time to substitute new or improved Chips for
existing Chips set forth in Amphora's Forecasts. The
appropriate employees from each party shall meet on a monthly
basis, or as otherwise mutually agreed, to discuss the
Forecasts.

2.4.3. EARLY DELIVERY. For Chips delivered more than fifteen (15)
calendar days in advance of the Scheduled Delivery Date,
Amphora shall have the right to return such Chips to Caliper
freight collect (with risk of loss remaining on Caliper) or
accept such Chips

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with payment terms based upon the Scheduled Delivery Date and
not the date of shipment by Caliper.

3. SERVICES

3.1. GENERAL. During the Term, Amphora shall have the right to request
that Caliper perform the services set forth herein, and such services
shall be provided by Caliper to Amphora, and contractors working on
Amphora's behalf, subject to the terms set forth herein. Services to
be provided by Caliper shall include, without limitation, (i) LabChip
Assay development for targets selected by Amphora, (ii) installation,
maintenance, and support for Product and training and support for
Amphora personnel developing LabChip Assays or using Products, (iii)
custom development projects, and (iv) instrument platform extensions.

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

3.3. TYPES OF SERVICE.

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

3.3.2. TRAINING. As Amphora requests at any time during the Term, one
or more Caliper employees shall provide training for Amphora
employees in development of LabChip

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Assays and use of Products, with the intended result of making
Amphora independent in its use of the Products and in LabChip
Assay development. The parties will attempt to schedule such
training at mutually convenient times, provided that Caliper
shall use commercially reasonable efforts to meet the timing
requested by Amphora. Caliper shall also use commercially
reasonable efforts to provide the training at the locations
requested by Amphora, including a number of visits to Amphora's
facilities in North Carolina to be mutually agreed.

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

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

3.4. FIRST YEAR FTES. Subject to the terms and conditions of this
Agreement, during the first Contract Year, Caliper shall provide to
Amphora, and Amphora shall request, the assistance and support of
four (4) FTEs. Amphora shall have the right to use FTEs under this
Section 3.4 for the performance of any services set forth herein,
including the services set forth in this Article 3, subject to the
terms of a Project Plan. Caliper and Amphora shall agree upon a
Project Plan for such 4 FTEs. The parties may mutually agree in
writing to adjust the foregoing FTE commitment.

3.5. QUALIFICATIONS. All services performed hereunder will be performed in
a high quality, professional, and workmanlike manner consistent with
industry practices and standards applicable to services of the type
being provided. Caliper will use commercially reasonable efforts at
all times to assign only individuals with the skills, experience,
training and qualifications reasonably sufficient to perform services
in accordance with this Agreement. Amphora shall have the right to
require Caliper to replace, within sixty (60) days following
Amphora's written request, any individual performing services who
Amphora determines does not meet the criteria set forth above. If
Caliper fails to comply with its obligations this

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Section 3.5, then at Amphora's request and at no cost or expense to
Amphora, Caliper shall promptly re-perform the relevant services.
Caliper shall use commercially reasonable efforts in order to
minimize materially disruptive changes in the Caliper personnel that
provide Amphora support during a project.

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

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

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

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

3.10. REPORTING. Caliper shall deliver written reports to Amphora within
the first ten (10) days of each Calendar Quarter describing the
actual time applied by Caliper's employees and designees to Amphora
support tasks in the preceding Calendar Quarter. Such reports shall
include a reasonable description of the project, the name of each
individual performing the work, and the time spent by such individual
to perform the project on a daily basis.

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4. PRICING AND PAYMENTS

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

4.2. CHIP AND DATAPOINT PRICING. Until the end of the second Production
Year, the pricing for each Chip and Datapoint derived from a Chip
shall be as set forth in this Section 4.2.

4.2.1. CHIPS. Subject to the terms and conditions of this Agreement,
Caliper will sell Chips to Amphora at the lesser of (i) the
then-current list price for the volumes purchased by Amphora
(the current list price for a 4-sipper Chip is $250), or (ii)
Caliper's Cost of Goods plus a percentage xxxx-up not to exceed
50% of the Cost of Goods for the applicable Chip.

4.2.2. DATAPOINTS.

4.2.2.1. FIRST PRODUCTION YEAR. Subject to the terms and
conditions of this Agreement, Amphora shall pay to
Caliper a one-time fixed price of $2,000,000 for all
Datapoints generated prior to the end of the first
Production Year, regardless of the number of Datapoints
actually generated.

4.2.2.2. SECOND PRODUCTION YEAR. Subject to the terms and
conditions of this Agreement, Amphora shall pay to
Caliper a one-time minimum price of US$4,000,000, and a
maximum total aggregate price of $6,000,000, for all
Datapoints produced during the second Production Year.
If Amphora produces [ * ] Datapoints during the second
Production Year, then Amphora shall pay Caliper [ * ]
produced by

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Amphora during the second Production Year (such
additional price to be paid monthly thereafter in
accordance with Section 4.5.3), up to a maximum total
price of US$6,000,000 for all Datapoints generated in
the second Production Year.

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

4.2.2.4. FAILURE OF CHIP SUPPLY. Notwithstanding Sections
4.2.2.1 and 4.2.2.2, if, in any Calendar Quarter during
the first two Production Years, Caliper fails to supply
to Amphora by the Scheduled Delivery Date at least 80%
of the Chips that Caliper is required to supply pursuant
to Section 2.4, then a percentage of the quarterly
Datapoint fees that were paid by Amphora at the
beginning of such Calendar Quarter shall be reimbursed
by Caliper to Amphora as a credit or refund in
accordance with Section 4.2.2.6 below. The percentage of
such Datapoint fees to be reimbursed shall equal the
difference between 100% and the actual percentage of
such Chips delivered by Caliper to Amphora by the
Scheduled Delivery Date during such Calendar Quarter.

4.2.2.5. CHIP WARRANTY ISSUES. Notwithstanding Sections 4.2.2.1
and 4.2.2.2, if, in any Calendar Quarter during the
first two Production Years, more than 20% of Chips
delivered in any Calendar Quarter are returned by
Amphora due to a warranty claim, and Caliper's warranty
or service organization agrees to provide any
accommodation to Amphora in view of such warranty claim
(applying the same standards Caliper applies to warranty
claims from its other customers), then a percentage of
the quarterly Datapoint fees that were paid by Amphora
at the beginning of such Calendar Quarter shall be
reimbursed by Caliper to Amphora as a credit or refund
in accordance with Section 4.2.2.6 below. The percentage
of

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Datapoint fees to be reimbursed shall equal the
difference between 100% and the percentage of Chips
delivered to Amphora during such Calendar Quarter that
were not the subject of an acknowledged warranty claim
as set forth above.

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

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

4.4. [ * ]. From the beginning of [ * ] until the end of the Term, when
Amphora enters into negotiations with Caliper regarding the pricing
and other purchase terms of Datapoints and/or Products ("[ * ]
Products"), [ * ].

4.5. PAYMENT TERMS.

4.5.1. GENERAL. All amounts set forth in this Agreement are in U.S.
dollars. Caliper shall invoice Amphora on the date of shipping
of a Product. Amphora shall pay all invoices within thirty (30)
calendar days of receipt. Except as expressly set forth herein,
Caliper shall bear all direct and other costs associated with
its personnel performing services. Except as set forth in the
Purchase Terms, each party shall be solely responsible for and
shall pay all taxes based on amounts it receives in the
connection with this Agreement and will fully indemnify the
other party for any failure to pay such taxes. If a party does
not pay an amount payable to the other party under this
Agreement on or prior to the due date, late fees shall accrue
and become immediately due and payable on the outstanding
unpaid balance at a rate of the lower of one and one-half
percent (1.5%) per month or the highest amount permitted by
law. Caliper shall have the right, at its

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option, to discontinue the provision of services hereunder upon
ten (10) days notice (with a right to cure) if Amphora has not
paid an undisputed invoice within ninety (90) days of receipt
of proper invoice.

4.5.2. SERVICES. Caliper shall invoice Amphora quarterly in advance
for services provided pursuant to a Project Plan. During the
first Contract Year, such invoices shall be for a minimum of
[ * ] provided that Caliper has made such FTEs reasonably
available to Amphora. The fees for each quarter in subsequent
years shall be based on the number of hours of support
scheduled to be provided for such quarter pursuant to a Project
Plan. Requests at any time for Caliper support for a program in
excess of the amounts set forth in the Project Plan or
otherwise previously agreed upon shall be subject to mutual
agreement. The parties shall reconcile any discrepancy between
funding and actual Caliper time provided for each quarter
within thirty (30) days after the final report for the
preceding Calendar Quarter has been delivered to Amphora.
Amphora shall not be responsible for any FTE costs or other
fees for service except to the extent that the cost and fees
have been approved in advance in a further writing signed by
Amphora, (not including Amphora's obligation with respect to
the four (4) FTEs for the first Contract Year as set forth in
Section 3.4 above) and Caliper shall not be obligated to
perform any activities unless such activities have been
approved by Amphora in writing.

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

4.5.4. RECORDS AND INSPECTION. In addition to the development records
required under Section 3.9, each party shall keep complete,
true and accurate books of account and records sufficient to
determine and establish the applicable party's compliance with
its obligations under Sections 2.1, 3.6, 4.2.1, 4.2.2 and 4.4.
Such books and records shall be kept reasonably accessible for
three (3) years following the end of the Calendar Quarter to
which they pertain. All such records maintained by a party
shall be made available for inspection by the other party
throughout such three (3) year period by an independent third
party auditor selected by mutual agreement of the parties. Such
inspections may be made at any time during a party's normal
business hours upon five (5) days advance notice. The
requesting party shall bear the costs and expenses of
inspections conducted under this Section 4.5.4, unless a
material non-compliance with this Agreement is identified,
whereupon all costs of the audit paid to third parties will

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be paid by the audited party. In the event that an audit
demonstrates that payment from one party to another party is
required hereunder, the paying party shall make such payment
within thirty (30) days after completion of the audit, together
with interest on such overpayment at the rate specified in
Section 4.5.1.

5. COLLABORATION AND DEVELOPMENT.

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

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

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

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

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

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5.2 ACCELERATED DEVELOPMENT. Amphora and Caliper may mutually agree to
accelerate a product in the Caliper product development lifecycle,
and the following general terms may apply: (i) Caliper may control
the project's objectives, (ii) Amphora may fund less than 100% of
Caliper's FTEs, and (iii) an exclusivity period may or may not apply.
The parties have agreed that, subject to agreement on terms, Amphora
may accelerate the development of the Twelve Sipper System and the
Library Card System under this Section 5.2 (not as a custom project
under Section 5.1) once such systems have entered the Laboratory
Phase pursuant to terms mutually agreed by the parties. If Amphora
would like to have Caliper accelerate development of any system or
product, then Caliper shall negotiate with Amphora in good faith
regarding an agreement under which Caliper is obligated to provide
such services.

5.3 TWELVE SIPPER AND LIBRARY CARD SYSTEMS.

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

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

6. LICENSE FOR AMPHORA DEVELOPED PRODUCTS

6.1. LICENSE GRANT.

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

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

6.2. MODIFICATIONS OF PRODUCTS. The license set forth in Section 6.1 above
includes the right to modify in any way any hardware or software
included in a Product purchased by Amphora from Caliper. However, if
any such modification is made, all warranty and other service
commitments made by Caliper in connection with the sale of the
particular Product unit that has been modified will be voided, and
Caliper will not be obligated to support or provide upgrades for such
modified Product unit unless the parties have otherwise agreed in
writing. Upon request by Amphora, Caliper will provide source code
for any software (including firmware) installed on or provided with a
Product purchased by Amphora. If Amphora desires any further
assistance from Caliper to modify such software or develop software
for an Amphora Developed Product, such assistance shall be the
subject of negotiations of a collaborative development project as
discussed in Section 6.4 below. In

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addition, Amphora may reproduce the software provided with a Product
for development purposes in accordance with this Article 6, provided
that such reproduced software shall not be installed on any Product
unit for which software was not previously purchased from Caliper.

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

6.4. DEVELOPMENT OF OTHER COMPONENTS. With regard to all components other
than the microfluidic chip and chip cartridge to be used with any
Amphora Developed Product, Caliper shall have a right of first
negotiation as described below to provide any development services
which Amphora may elect to have provided on its behalf by a third
party. Before discussing any such project with any third party,
Amphora shall notify Caliper in writing of the project. Amphora shall
provide Caliper with relevant, non-confidential information and
negotiate in good faith with Caliper for at least ten (10) days
regarding Caliper providing such development services. After such
period, Amphora shall be free to discuss such project with any third
party and enter into any development relationship that is consistent
with this Agreement.

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

6.6. MANUFACTURE AND SUPPLY OF INSTRUMENTS AND OTHER COMPONENTS. With
regard to instruments and other hardware for use with any Amphora
Developed Product (not including prototypes or other
development-stage systems), Caliper shall have a right of first
refusal as described below to manufacture and supply such hardware to
Amphora. Caliper shall have no rights of first refusal or
negotiation, or any other preferential rights, with respect to
manufacture and supply of software or reagents for use with any
Amphora Developed Product. Before discussing any manufacturing and
supply project with any third party, Amphora shall notify Caliper in
writing of the project. Amphora shall provide Caliper with relevant,
non-confidential information and negotiate in good faith with Caliper
for at least ten (10) days regarding Caliper providing such
manufacturing services. If Amphora and Caliper do not agree during
such time period, Amphora shall not enter into any such

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agreement with a third party without having previously offered
Caliper the opportunity to perform such manufacturing on
substantially similar material terms as the terms offered by such
third party in a term sheet. Caliper shall accept or reject to any
such offer by Amphora within ten (10) days. If Caliper accepts the
offer, then the parties shall make commercially reasonable efforts to
enter into an agreement within thirty (30) days thereafter. Amphora
may require that information disclosed to Caliper under this Section
6.6 shall be treated as Amphora Confidential Information and shall
not be subject to the license rights granted to Caliper under Article
7.

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

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

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

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

7. INTELLECTUAL PROPERTY AND RIGHTS TO NEW DEVELOPMENTS

7.1. GENERAL RULES ON OWNERSHIP OF INVENTIONS. Except as otherwise
provided in this Article 7, (i) each party shall solely own all
inventions, works of authorship, other technology, and

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

7.2. LABCHIP IMPROVEMENTS.

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

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

7.2.3. SOFTWARE PATENTS. The parties recognize that Amphora may make
software inventions based upon source code provided by Caliper
under Section 6.2. Amphora shall grant Caliper a royalty-free
non-exclusive license under any Amphora Patent

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Rights claiming such inventions for use for all applications
outside the Screening Database Business.

7.3. AMPHORA IMPROVEMENTS

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

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

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

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destroy any remaining Materials.

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

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

7.5.2. GRANT TO CALIPER. Amphora hereby grants to Caliper a
worldwide, fully paid up, royalty-free, non-exclusive,
non-transferable (except as provided in this Section and
Section 14.5), right and license, under (i) all Patent Rights
owned or licensable by Amphora during the Term having an
Effective Filing Date between the Effective Date and the
expiration or termination of this Agreement, other than Patent
Rights acquired by Amphora from third parties, and (ii) all
Amphora trade secret and other know-how rights pertaining to
Disclosed New Lab-on-a-Chip Product Information, in each case
to develop, make, use and sell New Lab-on-a-Chip Products.
However, New Lab-on-a-Chip Products developed pursuant to this
license shall be subject to the same terms applicable to
Screening Products under Article 3 of the Intellectual Property
Agreement

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(Exclusivity for Screening Database Business) except that such
terms shall apply for twenty (20) years from the Effective
Date, irrespective of expiration or termination of the
Intellectual Property Agreement. Caliper may sublicense such
rights, subject to the foregoing exclusivity, only to third
parties engaged with Caliper in the development, manufacture or
sale of New Lab-on-a-Chip Products, and only if (i) such third
parties expressly agree to the preceding terms, and (ii)
Caliper manufactures and supplies the chip for use in such New
Lab-on-a-Chip Product.

7.5.3. GRANT TO AMPHORA. Caliper hereby grants to Amphora a
worldwide, fully paid up, royalty-free, non-exclusive,
non-transferable (except as provided in this Section and
Section 14.5), right and license, under (i) all Patent Rights
owned or licensable by Caliper during the Term having an
Effective Filing Date between the Effective Date and the
expiration or termination of this Agreement, other than Patent
Rights acquired by Caliper from third parties, and (ii) all
Caliper trade secret and other know-how rights pertaining to
Disclosed New Lab-on-a-Chip Product Information, in each case
(a) to develop, make and use New Lab-on-a-Chip Products on the
same terms and conditions applicable to Amphora Developed
Products under Article 6 of this Agreement and, in addition,
(b) with respect to General Assay Protocols and LabChip Assays,
and any portion thereof, that have been developed and made
pursuant to (a) above and designed to run on instruments and
microfluidic chips sold commercially by Caliper or a Caliper
Partner, to sell and disclose such LabChip Assays that include
Target Assay Protocols developed by Amphora (and tangible
embodiments thereof other than microfluidic chips and
instruments) to Amphora's Screening Database Business
customers. Amphora may sublicense such rights only to third
parties engaged with Amphora in the above activities, and only
if such third parties expressly agree to the preceding terms.

8. CONFIDENTIALITY; PUBLICITY

8.1. CONFIDENTIAL INFORMATION. During the Term, and for a period of three
(3) years following the expiration or termination of this Agreement,
each party shall maintain in confidence any and all Confidential
Information received from the other party. Each party further agrees
that it shall not use for any purpose not authorized under this
Agreement or the Intellectual Property Agreement or disclose to any
third party the Confidential Information of the other party, except
that either party may disclose Confidential Information of the other
party on a need-to-know basis for such purposes to its directors,
officers, employees, consultants, agents and Affiliates if it shall
have first required such recipients to undertake an obligation of
confidentiality and non-use materially as protective as this Section
8.1. For avoidance of doubt and except as otherwise set forth herein,
Caliper is authorized to use and disclose the Confidential
Information of Amphora under this Section 8.1 solely as necessary to
supply Products to, and perform services for, Amphora under this
Agreement. Notwithstanding the

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provisions of this Section, each party may disclose the other party's
Confidential Information to the extent such disclosure is reasonably
necessary to comply with applicable governmental laws, regulations,
or orders; provided that if a party is required to make any such
disclosure of the other party's Confidential Information, it will, to
the extent it may legally do so, give reasonable advance notice to
such other party of such disclosure and will use its reasonable
efforts to secure confidential treatment of such information prior to
its disclosure (whether through protective orders or otherwise).
Notwithstanding this Section 8.1, the obligations of confidentiality
and non-use set forth above shall not apply to the extent that the
provisions of Articles 6 or 7 grant the receiving party rights to
disclose or use Confidential Information.

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

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

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9. REPRESENTATIONS AND WARRANTIES

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

9.1.1. AUTHORIZATION; ENFORCEABILITY. The execution and delivery of
this Agreement by such Party and the performance of its
obligations hereunder and its consummation of the transactions
contemplated herein have been duly and validly authorized by
all necessary corporate action on the part of such party in
accordance with applicable law. This Agreement, when executed
and delivered by such party, will constitute a valid and
legally binding obligation of such party, enforceable in
accordance with its terms.

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

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

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

9.2.1. NO NOTICE OF INFRINGEMENT. Caliper has not received notice
from any person or entity claiming that the manufacture, use,
sale, offer for sale, importation, or other exploitation of any
Product infringes or misappropriates the IP of any Person (nor
has Caliper determined that there is any reasonable basis
therefor), nor has Caliper received

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notice from any Person claiming that the exploitation of any
Product constitutes unfair competition or trade practices under
the laws of any jurisdiction. Without limiting the foregoing,
no claims with respect to any Product have been communicated to
Caliper challenging the ownership or validity of Caliper's
rights in or to the Products.

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

10. DISCLAIMERS; LIMITATION OF LIABILITY

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

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

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

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

11. INDEMNIFICATION

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

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

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which the Indemnitee intends to claim indemnification under this
Article 11. The Indemnitor shall not be responsible for any costs or
expenses incurred by an Indemnitee without the Indemnitor's prior
written consent, which consent will not be unreasonably withheld or
delayed.

12. TERM AND TERMINATION

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

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

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

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

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

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13. DISPUTE RESOLUTION

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

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

14. MISCELLANEOUS

14.1 ASSIGNMENT IN BANKRUPTCY. Notwithstanding anything to the contrary,
each party (the "First Party") hereby consents to the assumption of
this Agreement by the other party (the "Second Party") in any case
under chapter 11 of the United States Bankruptcy Code to the extent
that such consent is required under 11 U.S.C. Section 365(c)(1), but
only if the Second Party is otherwise entitled to assume this
Agreement under the requirements of the Bankruptcy Code. The sole
purpose of the foregoing consent is to overcome any restriction
imposed by 11 U.S.C. Section 365(c)(1) on the Second Party's
assumption of this Agreement in a chapter 11 case concerning the
Second Party. It is not intended to limit any other rights of the
First Party under this Agreement or any provision of the Bankruptcy
Code, including, without limitation, 11 U.S.C. Section 365(c)(1). The
foregoing consent applies only to the assumption of the Agreement by
the Second Party and does not apply to the Second Party's assignment

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of this Agreement or any rights hereunder to a third party, which
shall remain subject to all of the terms and conditions of Section
14.5 of this Agreement.

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

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

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

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

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

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

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

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

If to: Caliper
Caliper Technologies Corp.
000 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxx XX 00000-0000
Attn: Senior Director, Legal Affairs and Corporate Development
Telefax: 650.623.0500

If to: Amphora
Amphora Discovery Corp.

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000 Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Telefax: 919.933.6506

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

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

IN WITNESS WHEREOF, the parties have executed the Agreement as of the
date first set forth above.

CALIPER TECHNOLOGIES CORP. AMPHORA DISCOVERY CORP.

By: /s/ Xxxxxx Xxxxxx By:/s/ Xxxxxx Xxxxxxxxx
-------------------------------- --------------------------------

Name:Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxxxxx
------------------------------- ------------------------------

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

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EXHIBIT A
PURCHASE TERMS

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

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

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

4. RETURN MATERIAL AUTHORIZATION. Caliper warrants the Warranty Products (as
defined below) to be free from defects in material and workmanship for the
duration of the Warranty Period (as defined below). If any Warranty Product is
found to have such a defect, Amphora or its designee shall have the right to
return the Warranty Product to Caliper during the following timeframes: for
Warranty Products other than Instrument Systems, at any time during the Warranty
Period, and for Warranty Products that are Instrument Systems, prior to the
earlier of (i) fifteen (15) days after receipt, or (ii) installation. Upon
return of a Warranty Product by Amphora pursuant to the foregoing sentence,
Caliper shall provide a replacement, credit or refund, at Amphora's option,
provided that a refund or credit shall not be available for Instruments Systems.
Subject to the following, any Warranty Product returned to Caliper shall be
accompanied by a Return Material Authorization (RMA). Unless further
verification is reasonably required by Caliper, Caliper shall issue an RMA
within three (3) business days of Amphora's request for return of a noncomplying
Warranty Product. If further verification is so required or if Caliper would
like to attempt to repair the Warranty Product, Caliper may come to Amphora's
facility for such purposes provided that, if desired by Amphora, an RMA shall be
supplied by Caliper to Amphora within ten (10) business days of Amphora's
request for return of the noncomplying Warranty Product if Caliper has failed to
repair

the Warranty Product or establish that the Warranty Product is not defective, by
such time. If Caliper fails to provide the RMA, and the Warranty Product has not
been repaired within the foregoing timeframes, Amphora shall have the right to
return the Warranty Product without an RMA. Amphora shall additionally have the
right, at its sole option and Caliper's sole cost, to require Caliper to repair
the nonconforming Warranty Product pursuant to the terms of Section 6 below.
Caliper shall bear the freight and insurance charges of any Warranty Product
returned by Amphora under this Section, if properly rejected by Amphora.

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

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

6. INSTRUMENT REPAIR AND MAINTENANCE. Caliper shall respond to Amphora's initial
call for service for an Instrument System with a telephone call to Amphora by a
qualified Caliper technical service representative within four (4) of Caliper's
normal business hours after Amphora's call. Caliper shall have a qualified
Caliper technical service representative at Amphora's site, if Amphora is
experiencing a warranty or maintenance issue with an Instrument System, within
seventy-two (72) hours of Amphora's request for warranty or maintenance services
on an Instrument System, subject to any force majeure event as set forth in this
Agreement. Upon arrival, the service representative shall work diligently toward
resolution of the warranty or maintenance issue. Caliper shall make commercially
reasonable efforts to repair an Instrument System within five (5) business days
of Amphora's request for warranty or maintenance services, it being acknowledged
that what constitutes reasonable efforts will take into account any force
majeure event or extraordinary damage. If not corrected within such time period,
Caliper will continue to use commercially reasonable efforts to correct the
problem as soon as reasonably practicable. If the Existing Product is under
warranty, Caliper shall install a replacement product within forty-five (45)
days after Amphora's request for warranty services if the defect has not been
remedied by such time. The foregoing warranty repairs shall be at no charge to
Amphora during the Warranty Period. Caliper shall provide to Amphora any
additional support services for the applicable Existing Products that Caliper
provides generally to its customers upon the terms generally provided to its
customers. The Warranty Period for any Warranty Product replaced under this
warranty shall begin upon the installation or delivery in good condition of the
replaced Warranty Product, as provided in Section 5.

EXHIBIT B
CALIPER SCREENING PRODUCTS

HTS 250 PRODUCT CATALOG:

PRODUCT SYSTEM

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

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

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

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

EXHIBIT C
INSTRUMENT PRICING

TABLE A
-------

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

[ * ] [ * ]
---------------------------------------------- -------------------------------------------
[ * ] [ * ]
---------------------------------------------- -------------------------------------------
[ * ] [ * ]
---------------------------------------------- -------------------------------------------
[ * ] [ * ]
---------------------------------------------- -------------------------------------------
[ * ] [ * ]
---------------------------------------------- -------------------------------------------

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

TABLE B
-------

CURRENT INSTRUMENT SYSTEMS
----------------------------------------------------------------
CLASS I
----------------------------------------------------------------
-- CALIPER 250 MOBILITY SHIFT AND FLUOROGENIC SCREENING
SYSTEM
----------------------------------------------------------------
-- CALIPER 250 MOBILITY SHIFT SCREENING SYSTEM
----------------------------------------------------------------
CLASS II
----------------------------------------------------------------
-- CALIPER 250 MOBILITY SHIFT AND FLUOROGENIC DEVELOPMENT
SYSTEM
----------------------------------------------------------------
-- CALIPER 250 MOBILITY SHIFT DEVELOPMENT SYSTEM
----------------------------------------------------------------

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

** [ * ].

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