COLLABORATION & SUPPLY AGREEMENT

Collaboration Agreement

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CALIPER LIFE SCIENCES INC | CALIPER TECHNOLOGIES CORP. | ZYMARK CORPORATION | AFFYMETRIX, INC.

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Title: COLLABORATION & SUPPLY AGREEMENT
Governing Law: California Date: 3/15/2004
Industry: Scientific and Technical Instr. Sector: Technology

COLLABORATION & SUPPLY AGREEMENT, Parties: caliper life sciences inc , caliper technologies corp. , zymark corporation , affymetrix inc.

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[ * ] = 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 10.66

COLLABORATION AND SUPPLY AGREEMENT

dated as of

January 9, 2004

among

CALIPER TECHNOLOGIES CORP.,

ZYMARK CORPORATION

and

AFFYMETRIX, INC.

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TABLE OF CONTENTS

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ARTICLE 1

DEFINITIONS

Section 1.01 Definitions....................................................................... 2

ARTICLE 2

SCOPE OF COLLABORATION

Section 2.01 Project Planning.................................................................. 8

Section 2.02 Steering Committee................................................................ 11

Section 2.03 Ownership of Intellectual Property................................................ 14

Section 2.04 Licenses.......................................................................... 15

ARTICLE 3

PROJECT FEES AND EXPENSES

Section 3.01 Project Fees and Expenses......................................................... 17

ARTICLE 4

ACCEPTANCE

Section 4.01 Delivery of Prototype............................................................. 17

Section 4.02 Prototype Evaluation and Acceptance............................................... 17

ARTICLE 5

SUPPLY ARRANGEMENT

Section 5.01 Effectiveness..................................................................... 19

Section 5.02 Supply Obligation................................................................. 19

Section 5.03 Branding and Packaging............................................................ 20

Section 5.04 Manufacturing and Distribution Rights and Licenses................................ 20

Section 5.05 Enhancements...................................................................... 21

Section 5.06 [ * ] ........................................................................... 21

Section 5.07 Shipping and Delivery; Invoicing and Payment Terms................................ 21

Section 5.08 [ * ] ........................................................................... 22

Section 5.09 Pricing........................................................................... 22

Section 5.10 Interest on Late Payments......................................................... 23

Section 5.11 Purchase Orders................................................................... 23

Section 5.12 Forecasts......................................................................... 24

Section 5.13 Cancellations..................................................................... 24

Section 5.14 Failure to Release[ * ] .......................................................... 25

Section 5.15 Delivery.......................................................................... 25

Section 5.16 Warranty.......................................................................... 25

Section 5.17 Return Material Authorization..................................................... 25

Section 5.18 Installation Training and Technical Support; Service and Repair................... 26

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Section 5.19 Discontinuation (Service & Spares)................................................ 28

Section 5.20 [ * ] ............................................................................ 28

Section 5.21 Quality and Reliability Requirements.............................................. 28

Section 5.22 Product / Process Changes & Discontinuance........................................ 29

Section 5.23 Quarterly Status Review........................................................... 30

Section 5.24 Lead Generation; Trademarks; Marketing Materials.................................. 30

ARTICLE 6

CONFIDENTIALITY

Section 6.01 Confidential Information.......................................................... 32

Section 6.02 Restricted Use.................................................................... 32

Section 6.03 Publicity......................................................................... 33

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

Section 7.01 Representations of the Parties.................................................... 33

ARTICLE 8

TERM AND TERMINATION

Section 8.01 Term.............................................................................. 35

Section 8.02 Termination....................................................................... 35

Section 8.03 Insolvency........................................................................ 35

Section 8.04 Remedies.......................................................................... 36

Section 8.05 Survival of Work Plans............................................................ 36

Section 8.06 Survival.......................................................................... 36

ARTICLE 9

INDEMNIFICATION

Section 9.01 Indemnification................................................................... 36

Section 9.02 Indemnification Procedures........................................................ 37

ARTICLE 10

MISCELLANEOUS

Section 10.01 LIMITATION OF LIABILITY.......................................................... 37

Section 10.02 Dispute Resolution............................................................... 38

Section 10.03 Non-solicitation................................................................. 39

Section 10.04 Assignment....................................................................... 40

Section 10.05 Independent Contractors.......................................................... 40

Section 10.06 Severability..................................................................... 41

Section 10.07 Entire Agreement................................................................. 41

Section 10.08 No Waiver........................................................................ 41

Section 10.09 Force Majeure.................................................................... 41

Section 10.10 Notices.......................................................................... 42

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Section 10.11 Counterparts..................................................................... 42

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List of Exhibits

Exhibit A Work Plan for Project 1

Exhibit B .Work Plan for Project 2

Exhibit C Consumable Products

Exhibit D Installation

Exhibit E Pricing

Exhibit F Product Lead Times

Exhibit G Form of Forecast

Exhibit H Warranty Terms

Exhibit I Installation Training, Technical Support, Service and Repair

Exhibit J Industry Standards

Exhibit K Product/Process Changes and Discontinuances, Epidemic Failure

Exhibit L Marketing Materials

[ * ] = 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.

iii

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[ * ] = 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.

COLLABORATION AND SUPPLY AGREEMENT

THIS COLLABORATION AND SUPPLY AGREEMENT (this "AGREEMENT") is made and

entered into as of January 9, 2004 (the "EFFECTIVE DATE") by and among ZYMARK

CORPORATION, a Delaware corporation ("ZYMARK") and CALIPER TECHNOLOGIES CORP., a

Delaware corporation (together with Zymark, "CALIPER") having its principal

offices located at Zymark Center, Hopkinton, MA 01748, and Affymetrix, Inc. a

Delaware corporation ("AFFYMETRIX") having its principal offices located at 3380

Central Expressway, Santa Clara, CA 95051.

WITNESSETH:

WHEREAS, Affymetrix is a leading supplier of microarray technology for

gene expression and genotyping applications and has a large installed base of

instruments and is actively developing new instruments with increased throughput

and functionality for current and new markets, including research and

diagnostics;

WHEREAS, Affymetrix has a goal of providing more complete system

solutions that leverage automation from automation partners to provide customers

with systems that produce higher quality data at a lower cost, that remove

bottlenecks from workflows based on new, higher-throughput Affymetrix platforms,

and that can readily be operated in new environments where operator skills may

not be as advanced;

WHEREAS, Caliper is a leading automation and fluidics company with a

business channel that broadly deploys its innovative and enabling technology

through complementary, value-added collaborations;

WHEREAS, Caliper has particular expertise in integration and automation

of processes on both a macrofluidic and microfluidic scale, and has an array of

products, technologies and capabilities that are suitable for automating

microarray target preparation and related microarray workflow processing

applications;

WHEREAS, the Parties hereto desire to collaborate in certain respects

to develop and market one or more integrated system solutions designed to

support the Affymetrix GeneChip(R) platform and related Affymetrix protocols

(the "COLLABORATION"), so that Caliper will become an Affymetrix approved

supplier of, and approved developer for, new automated target preparation and

related applications;

D-1

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NOW, THEREFORE, in consideration of the promises and the respective

representations, warranties, covenants, and agreements set forth herein, the

Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions.

(a) The following terms shall be used in this Agreement with the

following meanings:

"AFFYMETRIX TECHNOLOGY" means Affymetrix' Sole Inventions and

Background Technology.

"AREA OF RESPONSIBILITY" means each area of the Collaboration in which

one Party has primary responsibility for directing and carrying out research and

development.

"BACKGROUND TECHNOLOGY" means any inventions, discoveries, designs,

developments, methods, modifications, improvements, processes, algorithms,

databases, computer programs, formulae, techniques, trade secrets, graphics or

images, audio or visual works, and other works of authorship, whether or not

patentable or copyrightable, that are (a) necessary to perform the Parties'

obligations in the Collaboration according to a Work Plan; and (b) owned or

Controlled by a Party as of the Effective Date, or generated or acquired by a

Party independently of the work in the Collaboration under this Agreement.

"CALIPER TECHNOLOGY" means Caliper's Sole Inventions and Background

Technology.

"CONFIDENTIAL INFORMATION" means, subject to the exceptions set forth

in the following sentence, any information or data, regardless of whether it is

in tangible form, disclosed by either party (the "disclosing party") that the

disclosing party has either marked as confidential or proprietary, or has

identified in writing as confidential or proprietary within thirty (30) calendar

days of disclosure to the other party (the "receiving party"); provided,

however, that reports and/or information related to or regarding any work

performed under a Work Plan, and/or a disclosing party's business plans,

strategies, technology, research and development, current and prospective

customers, billing records, and products or services shall be deemed

Confidential Information of the disclosing party even if not so marked or

identified, unless such information is subject to any of exceptions set forth in

the following sentence. Information will not be deemed "Confidential

Information" hereunder if such information: (a) is known to the receiving party

prior to receipt from the disclosing party directly or indirectly from a source

other than one having an obligation of confidentiality to the disclosing party;

(b) becomes known (independently of disclosure by the

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disclosing party) to the receiving party directly or indirectly from a source

other than one having an obligation of confidentiality to the disclosing party;

except through a breach of this Agreement by the receiving party; or (d) is

independently developed by the receiving party.

"CONTROL" or "CONTROLLED" shall mean possession of the ability to grant

a license or sublicense as provided for herein under valid and subsisting

Intellectual Property Rights without violating the terms of any agreement or

other arrangement with any Third Party or applicable law.

"DELIVERABLE" means work product, materials or other works or

deliverables of any type (in tangible and intangible form and including works in

process) to be developed or delivered by a Party during the course of a Project.

"DEVELOPED PRODUCT" means a Prototype that has been accepted by

Affymetrix pursuant to Section 4.02 of this Agreement, and any subsequent

commercially produced product based upon such accepted Prototype.

"END USERS" shall mean an existing or potential end user customer of a

Developed Product or an Affymetrix product configured for use with a Developed

Product.

"INITIAL DEVELOPED PRODUCTS" means (i) a Stacatto-based HTA system for

gene expression developed from Project 1 that has been accepted by Affymetrix as

a "Developed Product" pursuant to Section 4.02 of this Agreement; (ii) a

Sciclone-based automated target preparation system for gene expression that has

been developed from Project 2 that has been accepted by Affymetrix as a

"Developed Product" pursuant to Section 4.02 of this Agreement; and (iii) a

Sciclone-based automated target preparation system for genotyping that has been

developed from Project 3 that has been accepted by Affymetrix as a "Developed

Product" pursuant to Section 4.02 of this Agreement, in each case for clauses

(i) through (iii) above, together with any and all changes, modifications,

alterations, amendments, supplements or revisions that may be made to any such

Developed Product from time to time by the Steering Committee in accordance with

this Agreement.

"INTELLECTUAL PROPERTY RIGHTS" means, collectively, all rights in, to

and under Patents, trade secret rights, copyrights, trademarks, service marks,

trade dress and similar rights of any type under the laws of any governmental

authority, including without limitation, all applications and registrations

relating to the foregoing.

"INVENTION" means any inventions, discoveries, designs, developments,

methods, modifications, improvements, processes, algorithms, databases, computer

programs, formulae, techniques, trade secrets, graphics or images, audio or

visual works, and other works of authorship, whether or not patentable or

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copyrightable, which is invented, discovered, generated, conceived or reduced to

practice by a Party, or by the Parties jointly, pursuant to a Work Plan.

"PARTY" means Caliper and Affymetrix respectively and the term

"PARTIES" shall have a corresponding meaning.

"PATENTS" mean all foreign and domestic patents and patent applications

(including, without limitation, all provisional, divisional, substitution,

continuation and continuation in-part applications, and all foreign counterparts

thereof).

"SOFTWARE" means any of the following, in both source and object code

form, constituting a component or other part of a Developed Product: computer

programs, instruction sequences, procedures, data, logic, and/or rules, scripts

and related materials, and any modifications to any of the foregoing, in any

form or media including, without limitation, magnetic tape, disc, semiconductor

device, firmware, or other memory device or system memory.

(i) [ * ]

"WORK PLAN" means a mutually agreed written schedule or supplement to

this Agreement setting forth a description of a Project to be performed under

this Agreement.

(b) Each of the following terms is defined in the Section set

forth opposite such term:

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TERM SECTION

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Acceptance Date 4.02(a)

Affymetrix Preamble

Affymetrix Disqualified Assignee 10.04

Affymetrix Indemnitees 9.01(a)

Affymetrix Reevaluation Period 4.02(a)

Affymetrix Trademarks 5.24(b)(i)

[ * ] 5.08(d)

Agreement Preamble

Branding and Packaging Requirements 5.03

Caliper Preamble

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TERM SECTION

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Caliper Deficiency Correction Period 4.02(a)

Caliper Disqualified Assignee 10.04

Caliper Indemnitees 9.01(b)

Caliper Trademarks 5.24(b)(iii)

Collaboration Preamble

Collaboration Records 2.02(e)(i)

Consumable Product 5.02(e)

Cure Period 8.02

Effective Date Preamble

[ * ] 5.22(c)

[ * ] 5.20(a)

[ * ] 5.06

Final Acceptance Date 4.02(b)

Force Majeure Event 10.09

Forecast 5.12

Infringement 2.04(d)(i)

Initial Acceptance Date 4.02(b)

Initial Collaboration Period 2.01(e)

Initial Dispute Resolution Period 2.02(c)

Initial Term 8.01

Installation Services 5.07(b)(iii)

Installation Training and Technical Support Services 5.18(a)

Joint Inventions 2.03(c)

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TERM SECTION

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Joint Patent 2.03(c)(iv)

Last Shipment Date 5.19

Level 1 Support 5.18(b)

Licensor Marks 5.24(b)(iii)

Manufacturing Materials 5.20(a)

[ * ] 5.08(a)

Production Report 5.02(c)

Project 2.01(b)

Project 1 2.01(b)

Project 2 2.01(b)

Project 3 2.01(b)

[ * ] 2.01(b)

Project Acceptance Date 4.02(b)

Project 1 Acceptance Date 4.02(b)

Project 2 Acceptance Date 4.02(b)

Project Fees 3.01

Project Manager 2.02(b)

Project Termination 4.02(a)

Prosecution Party 2.03(c)(iv)

Prototype 4.01

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TERM SECTION

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Purchase Orders 5.11(a)(i)

Renewal Notice 8.01

Renewal Term 8.01

Repair Services 5.18(c)

Second Collaboration Commencement Date 2.01(b)

Second Collaboration Period 2.01(f)

Second Target Acceptance Date 5.08(a)

Sole Inventions 2.03(b)

Specifications 4.01

Steering Committee 2.02(a)

Steering Committee Dispute Resolution Period 2.02(c)

Term 8.01

Trademark Licensee 5.24(b)(iii)

Trademark Licensor 5.24(b)(iii)

Warranty Period 5.16(a)

[ * ] 5.08(b)(i)

[ * ] 5.08(b)(ii)

[ * ] 5.08(b)(iii)

Zymark Preamble

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ARTICLE 2

SCOPE OF COLLABORATION

Section 2.01 Project Planning.

(a) Areas of Responsibility:

Caliper shall have principal engineering responsibility for target

preparation automation and microfluidics and Affymetrix shall have principal

engineering responsibility for array and assay methods development, software

integration with respect to scanning, and system validation. Subject to the

foregoing, the initial Areas of Responsibility shall be set forth in the Work

Plan for any Project. Further specification of the initial Affymetrix Areas of

Responsibility and Caliper Areas of Responsibility shall be agreed as necessary

during the Term by the Parties. Prior to the commencement of any additional Area

of Responsibility, the Parties shall amend or supplement the Work Plan for a

Project in a mutually agreed to writing that specifies, among other things,

whether such Area of Responsibility is an Affymetrix Area of Responsibility or a

Caliper Area of Responsibility or both, and the related research objectives,

work plans and budgets.

(b) Work Plans:

Subject to the next paragraph, the Parties shall execute a mutually

acceptable written Work Plan with respect to each distinct area of inquiry

(each, a "PROJECT") to be included in the Collaboration. Each such Work Plan

shall be binding, and shall deemed to be incorporated herein in its entirety. As

of the Effective Date, the initial Projects are the following (each of which

shall be documented with its own mutually acceptable Work Plan which shall be

attached to this Agreement when completed):

1. Stacatto-based HTA system for gene expression

("PROJECT 1");

2. Sciclone-based automated target preparation system

for gene expression ("PROJECT 2");

3. Sciclone-based automated target preparation system

for genotyping ("PROJECT 3");

4. [ * ] ;

5. [ * ] ; and

6. [ * ] .

The Work Plans for Project 1 and Project 2 are attached hereto as

Exhibits A and B, respectively. On or before March 31, 2004 (the "SECOND

COLLABORATION COMMENCEMENT DATE"), each Party shall notify the other Party in

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writing as to whether it wishes to proceed with the development of Work Plans

for any of Project 3 [ * ] . In the event that both Parties wish to proceed with

Work Plans for any of Project 3 [ * ] , the Parties shall proceed in good faith

to negotiate, prepare and document Work Plans for such Projects on or prior to

April 1, 2004 in the case of both Project 3 [ * ] . Notwithstanding the

foregoing, neither Party shall be obligated to proceed with Project 3 [ * ]

unless both Parties agree in writing to the Work Plans for such Project or

Projects pursuant to the terms of this Agreement.

In the event that the provisions of a Work Plan conflict with the

provisions of this Agreement with respect to a Project under such Work Plan, the

provisions of the Work Plan shall govern solely to the extent of any such

conflict and solely with respect to such Project.

(d) Content of Work Plan.

Each Work Plan shall contain at least the following information and

terms with respect to such Project, where applicable or where different from the

terms set forth in this Agreement:

(i) the identity of the Project Managers for the Project

and/or the manner in which they will be selected;

(ii) a description of the initial Areas of Responsibility

for each Party (which shall include any joint Areas of Responsibility);

(iii) a list of the Deliverables to be developed during the

Project, including the functional requirements, technical

documentation, specifications, protocols, standard operating procedures

and branding requirements for each Developed Product;

(iv) acceptance criteria for each Deliverable due during

the Project, and procedures for the delivery, testing, acceptance and

correction of any non-conformities for such Deliverables;

(v) a schedule or timetable with a description of all

Project milestones and/or Deliverable due dates;

(vi) a description of any performance, status and

operational reports to be generated during the Project;

(vii) quality criteria for assessing the performance of the

Parties during such Project including, but not limited to, performance

criteria for milestones, classifications of the severity of errors or

failures, and response processes for the correction of any such errors

or failures;

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(viii) a resources plan setting forth the resources and

staffing required for such Project by each Party, and the extent, if

any, to which one Party will reimburse the other Party for the

personnel and other expenses incurred by such Party in connection with

such Project;

(ix) a plan setting forth [ * ] ; and

(x) any other terms and conditions agreed upon by the

Parties with respect to the Project.

(e) Termination of a Work Plan. Notwithstanding anything in this

Agreement to the contrary, either Party may elect at any time to cease

development work on any of Project 3 [ * ] pursuant to the approved applicable

Work Plan if (i) such Party reasonably determines, based on the written opinion

of independent patent counsel agreed to and retained by both Parties pursuant to

a joint defense agreement, that the product contemplated by such Project poses a

substantial risk of infringing third party Intellectual Property Rights and (ii)

either Party has not eliminated or substantially mitigated such risk (either by

obtaining a license from such third party or modifying the product contemplated

by such Project in a manner reasonably acceptable to each Party) such that,

within a commercially reasonable time period thereafter, such independent patent

counsel is of the written opinion (as addressed to the Parties) that the product

contemplated by such Project no longer poses a substantial risk of infringing

third party Intellectual Property Rights. In addition to the foregoing, if at

any time a Party reasonably determines that the development of a product

contemplated by any of Project 3 [ * ] is no longer scientifically or

technically feasible, it shall promptly notify the other Party in writing

setting forth the basis for its determination in reasonable detail. The Steering

Committee shall promptly meet to discuss how to proceed with respect to such

Project taking into consideration the relative contributions and expectations of

the Parties with respect to the Project, but shall be under no obligation to

reach agreement with respect thereto. If the Parties are unable to agree on an

alternative course of action within thirty (30) calendar days (or such other

period as may be mutually agreed to by the Steering Committee) after the

consideration of such Project by the Steering Committee, the relevant Work Plan

shall be deemed to have been terminated.

(f) Duration of Initial Collaboration Period. The Parties agree

that the initial period of Collaboration (the "INITIAL COLLABORATION PERIOD")

shall begin on the Effective Date and end on the earlier of (i) the acceptance

by Affymetrix of Initial Developed Products from each of Project 1 and Project 2

pursuant to Section 4.02 of this Agreement, or (ii) the first anniversary of the

Effective Date. The Initial Collaboration Period may, however, be extended by

mutual written agreement of the Parties.

(g) Duration of the Second Collaboration Period. The Parties agree

that the second period of Collaboration (the "SECOND COLLABORATION PERIOD")

shall begin on the Second Collaboration Commencement Date and end on the earlier

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(i) the acceptance by Affymetrix of Developed Products from each of Project 3 [

* ] pursuant to Section 4.02 of this Agreement, or (ii) the first anniversary of

the Second Collaboration Commencement Date. The Second Collaboration Period may,

however, be extended by mutual written agreement of the Parties.

Section 2.02 Steering Committee.

(a) Composition and Responsibilities.

There shall be a committee consisting of two (2) persons (each of which

shall be at Affymetrix' Vice President level or above) appointed by Affymetrix

and two (2) persons (each of which shall be at Caliper's Vice President level or

above) appointed by Caliper (the "STEERING COMMITTEE"). Affymetrix' initial

designees shall be [ * ] , and Caliper's initial designees shall be [ * ] . The

Steering Committee shall establish procedures to govern the conduct of its

meetings including the election of co-chairmen (one from each Party), the

frequency of regular meetings, the calling of special meetings, advance notice

of meeting agendas and the keeping of minutes of its meetings. Action by the

Steering Committee shall require the affirmative vote or agreement of a majority

of the total number of members of the committee. The Steering Committee shall

meet at least once in any consecutive six-month period in person or via

teleconference. Either Party may call a meeting of the Steering Committee with

thirty (30) calendar days prior written notice to the other Party. Either Party

may, in its sole discretion by providing prior written notice to the other

Party, (x) replace its Steering Committee members, or (y) designate a substitute

for a committee member to participate in the event one of the Party's regular

committee members is unable to be present at a meeting. The Steering Committee

may, as it sees fit, create other committees (e.g., a research and development

committee, an intellectual property committee and a commercialization committee)

to which it may delegate responsibilities. Any such other committee shall have

an equal number of representatives from each Party (who need not be members of

the Steering Committee). The Steering Committee shall be responsible for the

strategic direction, coordination and oversight of all research and development

programs with respect to a Project within the Collaboration including without

limitation the following:

(i) identification of the research goals and parameters

with respect to each Area of Responsibility;

(ii) specification of the research activities to be

undertaken by each Party with respect to each Area of Responsibility;

(iii) prioritization of research activities and allocation

of resources among each Area of Responsibility (subject to the

applicable Work Plan);

(iv) monitoring the results of each Area of

Responsibility;

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(v) recommending to the Parties any material capital

expenditures required in connection with any Area of Responsibility;

(vi) recommending to the Parties budgeting and financial

controls with respect to each Area of Responsibility;

(vii) assessing the progress of each Work Plan in light of

the goals set forth therein, including marketing and other

commercialization efforts, and discussing and approving proposed

amendments to each outstanding Work Plan as necessary;

(viii) identifying future marketing and product

opportunities that might be addressed through collaboration between the

Parties; and

(ix) such other responsibilities as may be assigned to it

by the Parties.

(b) Project Managers.

The Steering Committee shall appoint one (1) person selected by

Affymetrix and one (1) person selected by Caliper to serve as Project managers

for each Project ("PROJECT MANAGER"). The Project Managers shall be reasonably

qualified to perform their responsibilities under the direction of the Steering

Committee and shall be reasonably acceptable to the other Party. The Project

Managers shall be responsible for the direction, coordination and execution of

the Project including but not limited to the following responsibilities (i)

administering and coordinating the technical aspects of each Project; (ii)

arranging meetings, visits and consultations relating to the technical aspects

of each Project; (iii) coordinating the submission of and testing of all

Deliverables, if any; (iv) coordinating the exchange of Confidential

Information; and (v) preparing reports to the Steering Committee regarding the

status of the Project.

Disputes that arise in any committee established by the Steering

Committee pursuant to Section 2.02(a) or that arise between Project Managers

with respect to a particular Project, and that such committee or Project

Managers, as the case may be, are unable to resolve themselves within twenty-one

(21) calendar days of formal written notice to the other Party that a dispute

exists (the "INITIAL DISPUTE RESOLUTION PERIOD") will be referred to the

Steering Committee. The Steering Committee shall attempt to resolve any disputes

between the Parties in good faith within twenty-one (21) calendar days after the

expiration of the Initial Dispute Resolution Period (the "STEERING COMMITTEE

DISPUTE RESOLUTION PERIOD"), or if such dispute arises in the Steering

Committee, within twenty-one (21) calendar days after formal written notice by

any of the Parties that a dispute exists. If the Steering Committee is unable to

resolve a dispute regarding any issue presented to it (or arising within the

Steering Committee) during the Steering Committee Dispute Resolution Period,

such dispute will be referred to

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designated officers of the Parties for good faith resolution, for a period of

thirty (30) calendar days following expiration of the Steering Committee Dispute

Resolution Period, pursuant to Section 10.02(a)(i) below. If such dispute is not

resolved by the end of such thirty (30) calendar day period, then either Party

shall be free to pursue any legal or equitable remedy available to it, in

accordance with Section 10.02(b) below.

(d) Mutual Support.

The Parties will provide reasonably sufficient resources to support the

development effort for each Project including without limitation: (i) close

coordination with Project Managers, developers, testers and customers on a

worldwide basis; (ii) conference calls; (iii) travel for workshops, training,

laboratory setup, integration testing, and field trials; (iv) deployment of

modern state-of-the-art development processes, tools and methodologies; and (v)

compliance with all applicable labor law requirements. Unless otherwise agreed

to by the Parties in writing, each Party will bear its own costs in respect of

the activities specified in this Section 2.01(d) and shall be responsible for

managing its own resources; provided, however, that Caliper may condition its

agreement to participate in any marketing or sales activities at the request of

Affymetrix on Affymetrix' agreement to reimburse Caliper for any out-of-pocket

costs incurred by Caliper in connection with such activities.

(e) Records; Exchange of Information.

(i) Records. During the Term of this Agreement, each

Party will maintain complete and accurate scientific records of all

work done and results achieved by that Party in the performance of

their obligations pursuant to this Agreement ("COLLABORATION RECORDS").

During the Term of this Agreement, each Party will grant the other

Party reasonable access to that Party's Collaboration Records during

ordinary business hours, the disclosure of which, without limiting the

generality of Article 6 of this Agreement, shall be subject to the

confidentiality restrictions provided therein.

(ii) Reports. Periodically during the Term of this

Agreement at the Steering Committee's request (but in any event at

least quarterly with respect to each of Project 1 and Project 2), the

Parties will provide the Steering Committee with written reports

summarizing the progress of the work performed pursuant to this

Agreement and any particular Project performed hereunder. Within thirty

(30) calendar days after the termination or expiration of any Work Plan

for a particular Project, each Party's Project Manager will provide a

final written report to the Steering Committee summarizing such Party's

activities and results during such Project.

<PAGE>

Section 2.03 Ownership of Intellectual Property.

(a) Notification. Each Party shall promptly notify the other of

any Inventions invented, discovered, generated, conceived or reduced to practice

by such Party.

(b) Sole Inventions. Unless otherwise provided in a Work Plan with

respect to a particular Project, any Inventions invented, discovered, generated,

conceived or reduced to practice solely by one or more employees or agents of a

Party (the "SOLE INVENTIONS") shall be the sole property of such Party, subject

to the licenses granted in Section 2.04 below.

(i) Unless otherwise provided in a Work Plan with respect

to a particular Project, the Parties shall jointly own, without

obligation of accounting to each other, all Inventions that are

invented, discovered, generated, conceived or reduced to practice by

one or more employees or agents of a Party jointly with one or more

employees or agents of the other Party (the "JOINT INVENTIONS").

(ii) In furtherance of the foregoing, (A) Affymetrix

hereby assigns and shall assign to Caliper an undivided joint ownership

interest in and to the Joint Inventions, such interest to be without

any obligation to account to Affymetrix with respect thereto and

without any right to claim against Affymetrix for such accounting, and

(B) Caliper hereby assigns and shall assign to Affymetrix an undivided

joint ownership interest in and to the Joint Inventions, such interest

to be without any obligation to account to Caliper with respect thereto

and without any right to claim against Caliper for such accounting. For

the avoidance of doubt, each of Affymetrix and Caliper shall have

reserved for itself an undivided joint ownership interest in and to the

Joint Inventions.

(iii) Each Party shall execute and do all things reasonably

necessary to vest such joint rights, title and interest in, to and

under the Joint Inventions equally in both Parties. The Parties shall

reasonably cooperate with one another in connection with the

prosecution and defense of Patents with respect to Joint Inventions,

and except as provided below, shall share equally in any costs and

expenses incurred in connection therewith. If at any time one Party

declines to fund the prosecution or maintenance of a Patent pursued by

the other Party with respect to a Joint Invention, the declining Party

shall immediately, and hereby does and will assign all of its right,

title and interest in and to such Joint Invention to the other Party,

and shall provide such non-financial support as the other Party may

reasonably request in the prosecution of such Patent.

<PAGE>

(iv) Prior to filing with any patent authority any

application for any Patent the subject matter of which is any Joint

Invention (each, a "JOINT PATENT"), the Parties shall mutually agree on

(A) which of the two parties will be primarily responsible for the

filing, prosecution, defense and maintenance, before any such patent

authorities, of such Joint Patent (such Party, the "PROSECUTION PARTY")

and (B) the law firm which shall be used for the filing, prosecution,

defense and maintenance of such Joint Patent, provided that unless the

Parties otherwise agree in writing, Caliper shall be the Prosecution

Party for any Joint Patent relating to liquid handling or microfluidics

and Affymetrix shall be the Prosecution Party for any Joint Patent

relating to arrays, reagents for target preparation, genotyping,

resequencing, gene expression, transcript and exon analysis or other

genomic system protocols, and scanning. The Party which is not the

Prosecution Party shall have the right to review and comment on the

filing, prosecution and defense by the Prosecution Party of the Joint

Patents. If the Prosecution Party determines in its sole discretion to

not file, prosecute, defend or maintain any Patent within the Joint

Patents in any country, then the Prosecution Party shall provide the

other Party with thirty (30) calendar days prior written notice of such

determination and shall provide the other Party with the right and

opportunity to file, prosecute, defend and maintain such Patent.

Subject to Section 2.03(c)(iii) above, all costs and expenses

associated with the filing, prosecution, defense and maintenance,

before any such patent authorities, of the Joint Patents shall be

shared equally by the Parties.

Section 2.04 Licenses.

(a) Limited Cross License to Perform the Collaboration. During the

Term of this Agreement and subject to the terms and conditions of this

Agreement, Affymetrix hereby grants to Caliper, under all of Affymetrix'

Intellectual Property Rights, a limited, nonexclusive, non-sublicensable,

non-transferable, fully paid, royalty free license to use the Affymetrix

Technology solely as necessary for Caliper to perform its obligations hereunder,

and Caliper hereby grants to Affymetrix, under all of Caliper's Intellectual

Property Rights, a limited, nonexclusive, non-sublicensable, non-transferable,

fully paid, royalty free license to use the Caliper Technology solely as

necessary for Affymetrix to perform its obligations hereunder.

(b) Cross License of Sole Inventions.

(i) Subject to any restrictions set forth in a Work Plan,

Caliper hereby grants to Affymetrix a perpetual, irrevocable, fully

paid-up, royalty-free, worldwide, non-exclusive, transferable and

sublicensable (directly or indirectly through multiple tiers) license

under all of Caliper's Intellectual Property Rights to make, have made,

use, sell, have sold, offer to sell, have offered for sale, import and

have imported Caliper's Sole Inventions, for the life of any such

Intellectual Property Rights.

<PAGE>

(ii) Subject to any restrictions set forth in a Work Plan,

Affymetrix hereby grants to Caliper a perpetual, irrevocable, fully

paid-up, royalty-free, worldwide, non-exclusive, transferable and

sublicensable (directly or indirectly through multiple tiers) license

under all of Affymetrix' Intellectual Property Rights to make, have

made, use, sell, have sold, offer to sell, have offered for sale,

import and have imported Affymetrix' Sole Inventions, for the life of

any such Intellectual Property Rights.

of doubt, except as expressly set forth in this Agreement, each Party retains

sole ownership and control of its Background Technology and no license is

conveyed, by implication, estoppel or otherwise, under the Background Technology

of either Party.

(d) Patent Enforcement.

(i) Notification. If either Party learns of material

infringement, unauthorized use, misappropriation or ownership claim

(any of the foregoing, an "INFRINGEMENT") by a third party with respect

to any of the other Party's Inventions, such Party shall promptly

notify the other Party and shall provide such other Party with

available evidence of such Infringement.

(ii) Right to Bring Suit. Caliper shall have the exclusive

right, but not the obligation, to institute Patent or other

Intellectual Property Rights Infringement actions against third parties

based on any Caliper Technology. Affymetrix shall have the exclusive

right, but not the obligation, to institute Patent or other

Intellectual Property Rights infringement actions against third parties

based on any Affymetrix Technology.

(iii) Expenses. The costs and expenses of any such action

(including fees of attorneys and other professionals) shall be borne by

the Party instituting the action, or, if the Parties elect to cooperate

in instituting and maintaining such action, such costs and expenses

shall be borne by the Parties in such proportions as they may agree in

writing.

(iv) Standing and Cooperation. Each Party shall execute

all reasonably necessary and proper documents, take such actions as

shall be appropriate (at the other Party's reasonable expense) to allow

the other Party to institute and prosecute such infringement actions

and shall otherwise reasonably cooperate in the institution and

prosecution of such actions (including, without limitation, consenting

to being named as a nominal party thereto).

<PAGE>

(v) Proceeds. Any award paid by third parties as a result

of such an infringement action (whether by way of settlement or

otherwise) shall be applied first to reimburse both Parties for all

costs and expenses incurred by the Parties with respect to such action

on a pro rata basis and, if after such reimbursement any funds shall

remain from such award, they shall be allocated as follows: (i) if

Caliper has instituted and maintained such action alone, Caliper shall

be entitled to retain such remaining funds; (ii) if Affymetrix has

instituted and maintained such action alone, Affymetrix shall be

entitled to retain such remaining funds; or (iii) if the Parties have

cooperated in instituting and maintaining such action, the Parties

shall allocate such remaining funds between themselves in the same

proportion as they have agreed to bear the expenses of instituting and

maintaining such action.

ARTICLE 3

PROJECT FEES AND EXPENSES

Section 3.01 Project Fees and Expenses.

[ * ]

ARTICLE 4

ACCEPTANCE

Section 4.01 Delivery of Prototype.

Upon Caliper's determination that it has completed a Project and that

the resulting Deliverable conforms with the applicable specifications and/or

documentation agreed upon by Affymetrix and set forth in or created under the

applicable Work Plan for such Deliverable ("SPECIFICATIONS"), Caliper shall

promptly deliver to Affymetrix for evaluation one prototype of such Deliverable

(a "PROTOTYPE") and a copy of the complete instructions and operational

documentation for the Prototype. Upon the acceptance of such Prototype by

Affymetrix pursuant to section 4.02, Affymetrix shall, as reasonably as

practicable, return such Prototype to Caliper for modification into an Initial

Developed Product, and, upon shipment to Affymetrix of such Initial Developed

Product, Caliper shall invoice Affymetrix and Affymetrix shall pay Caliper in

accordance with the terms of this Agreement. For purposes of clarification, the

shipment of such Initial Developed Product shall count towards Affymetrix'

Minimum Purchase Requirement.

Section 4.02 Prototype Evaluation and Acceptance.

(a) Affymetrix shall have a period of thirty (30) calendar days

(or such other period as may be mutually agreed to by the Steering Committee)

from

<PAGE>

receipt of the Prototype in which to evaluate the Prototype in order to

determine whether or not it conforms to the Specifications and is commercially

satisfactory. In the event Affymetrix reasonably determines in the course of

such evaluation that the Prototype does not conform to the Specifications, or is

not commercially satisfactory, Affymetrix shall so notify Caliper in writing

specifying in reasonable detail the nature of the deficiencies discovered by

Affymetrix in the course of its evaluation. Caliper shall have a period of

thirty (30) calendar days (or such other period as may be mutually agreed to by

the Steering Committee) thereafter in which to use its best efforts to correct

any such deficiencies specified by Affymetrix and submit an appropriately

revised version of the Prototype to Affymetrix for further evaluation (a

"CALIPER DEFICIENCY CORRECTION PERIOD"). Affymetrix shall then have successive

thirty (30) calendar day (or such other period as may be mutually agreed to by

the Steering Committee) reevaluation periods (each, an "AFFYMETRIX REEVALUATION

PERIOD"), each such Affymetrix Reevaluation Period being followed by a Caliper

Deficiency Correction Period of thirty (30) calendar days (or such other period

as may be mutually agreed to by the Steering Committee), until the earlier of

such time as either (i) Affymetrix notifies Caliper in writing that Affymetrix'

evaluation of the latest version of the Prototype submitted by Caliper has not

revealed any nonconformities with the Specifications and that Affymetrix has

determined that the Prototype is commercially satisfactory ("ACCEPTANCE DATE"),

(ii) after Affymetrix has notified Caliper in writing that Caliper's third

attempt to correct the deficiencies specified by Affymetrix is not accepted,

Affymetrix also notifies Caliper in writing that it elects to terminate the

efforts to develop the applicable Developed Product, or (iii) after Caliper has

notified Affymetrix in writing of Caliper's conclusion that a fourth attempt by

Caliper is not reasonably likely to correct the deficiencies specified by

Affymetrix and is not reasonably likely to be accepted by Affymetrix, Caliper

also notifies Affymetrix in writing that it elects to terminate the efforts to

develop the applicable Developed Product (either of the events described in the

foregoing clause (ii) or clause (iii) being referred to herein as "PROJECT

TERMINATION").

(b) On the Acceptance Date of the Initial Developed Product from

Project 1, the provisions of Article 5 shall become effective with respect to

the Initial Developed Product from Project 1 (the "PROJECT 1 ACCEPTANCE DATE"),

on the Acceptance Date of the Initial Developed Product from Project 2, the

provisions of Article 5 shall become effective with respect to the Initial

Developed Product from Project 2 (the "PROJECT 2 ACCEPTANCE DATE"), and on the

Acceptance Date of the Initial Developed Product from Project 3, the provisions

of Article 5 shall become effective with respect to the Initial Developed

Product from Project 3. The earlier to occur of the Project 1 Acceptance Date

and the Project 2 Acceptance Date shall be referred to herein as the "INITIAL

ACCEPTANCE DATE" and the later to occur of the Project 1 Acceptance Date and the

Project 2 Acceptance Date shall be referred to herein as the "FINAL ACCEPTANCE

DATE". For purposes of this Agreement, "PROJECT ACCEPTANCE DATE" shall mean,

when used in reference to a particular Project, the Acceptance Date of the

Initial Developed Product from such Project.

<PAGE>

ARTICLE 5

SUPPLY ARRANGEMENT

Section 5.01 Effectiveness.

The provisions of this Article 5 shall become effective with respect to

Initial Developed Products from Project 1 on the Project 1 Acceptance Date and

with respect to Initial Developed Products from Project 2 on the Project 2

Acceptance Date and shall remain effective until the expiration of the Term in

accordance with Section 8.01.

Section 5.02 Supply Obligation.

(a) From time to time Affymetrix may request Caliper to sell the

Initial Developed Products to Affymetrix, and Caliper agrees to sell such

Initial Developed Products to Affymetrix. The sale of Initial Developed Products

by Caliper and the purchase of Initial Developed Products by Affymetrix shall be

in accordance with the terms of this Agreement and Exhibits thereto and the

Purchase Orders. To the extent that the Parties [ * ] , the Parties shall

discuss implementing supply arrangements similar in nature and scope to those

set forth in this Article 5 with respect to the Developed Products resulting

from any such Project(s).

(b) Caliper shall [ * ] . Caliper shall [ * ] . Caliper shall not

be in breach of its obligations hereunder if it is unable [ * ] .

Affymetrix with a periodic production and shipping report for a specified period

(with the frequency of such report and the covered period to be mutually agreed

to by the Parties), which contains the destination, Purchase Order date,

quantity, product date code, and product delivery date and such other

information as the parties agree should be included in such report (the

"PRODUCTION REPORT"). Each Production Report shall be sent to Affymetrix within

three (3) business days of request, to the members of the Steering Committee

designated by Affymetrix. Upon request by Affymetrix on an exception basis, not

more than one time quarterly, Caliper shall provide to Affymetrix the results of

a physical inventory of all finished Initial Developed Products, within

twenty-four (24) hours or upon a mutually agreed upon time.

(d) Caliper will purchase all materials used in the production of

Initial Developed Products, or shall cause its vendors to maintain such

inventories sufficient to meet Caliper's supply obligations hereunder. To the

extent provided in the Work Plan, [ * ] .

(e) Caliper shall [ * ] . For purposes of this Section 5.02(e),

"CONSUMABLE PRODUCTS" shall mean those products set forth on Exhibit C, as such

Exhibit may be amended in writing by the Steering Committee from time to time.

<PAGE>

Section 5.03 Branding and Packaging.

The Initial Developed Products, including Software, and all product

literature and marketing materials will comply with Affymetrix' and Caliper's

branding and packaging requirements (the "BRANDING AND PACKAGING REQUIREMENTS"),

in acco

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