Transition Manufacturing Plan Letter DTD 10/15/02

Exhibit 10.35


October 15, 2002


Joseph M. Limber ACLARA BioSciences, Inc. 1288 Pear Avenue Mountain View, CA 94043


Re: Transition Manufacturing Plan


Dear Joe,


Concurrent with entering into this letter agreement ("Letter"), ACLARA BioSciences, Inc., a Delaware corporation, with its place of business at 1288 Pear Avenue, Mountain View, CA 94043 ("ACLA") and Third Wave Technologies, Inc., a Delaware corporation, with its place of business at 502 S. Rosa Road, Madison, Wisconsin 53719 ("TWTI") are entering into a License Agreement, a Supply Agreement, and an InvaderCreator(R) Access Agreement, each of even date herewith (the "Concurrent Agreements") which collectively involve, among other things, certain licenses between the parties, the supply of Cleavase(R) enzyme by TWTI to ACLA, and access by ACLA to TWTI's InvaderCreator(R) software. Unless otherwise indicated, terms used in this Letter with an initial capital letter which are defined in the Concurrent Agreements shall have the meaning given to such terms in the Concurrent Agreements.


1. On or before the applicable date as set forth in Schedule 1 to this Letter, TWTI agrees to deliver to ACLA in accordance with the Concurrent Agreements the corresponding Cleavage Enzyme and other materials (collectively the "Deliverables") in the format described in Schedule 1.


2. This Letter shall be deemed to fulfill the requirement for ACLA's order for the Deliverables under Section 2.4(c) of the Supply Agreement. TWTI shall deliver to ACLA the Deliverables in accordance with Section 2.6 of the Supply Agreement.


3. TWTI shall invoice ACLA for the Deliverables in accordance with the Supply Agreement and ACLA shall pay the corresponding amounts for the Deliverables as set forth on Schedule 1 in accordance with the Supply Agreement and reconciliation, if applicable, in accordance with the License Agreement. Notwithstanding the foregoing, within five (5) business days after the date of this Letter written above, ACLA shall prepay by wire transfer a non-refundable amount of *** which amount shall be creditable against the amounts owed to TWTI with respect to *** of bulk Cleavase Enzyme *** ordered and to be delivered hereunder as described in Schedule 1, Order B (the "Initial ***"); the remainder of the amount for the Initial *** shall be due and payable by wire transfer within three (3) business days upon ACLA's


Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.


____________________


***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


Manufacturing Transition Plan Page 2 of 3


receipt of the Initial ***. For clarity, the prepayment amount shall be in addition to the amount set forth in Section 4.1(a) of the License Agreement. For clarity, with respect to the Initial ***, title will transfer upon receipt by ACLA.


4. Cleavage Enzyme included in the Deliverables shall conform to the applicable Specifications in accordance with the Supply Agreement. Other materials in the Deliverables other than Cleavage Enzyme are defined in Schedule 1 and shall conform to written specifications therefor, such specifications to be mutually agreed by TWTI and ACLA within two (2) weeks after the date hereof. Unless otherwise agreed all terms and conditions of the Concurrent Agreements shall apply to the Deliverables as if the same were Cleavage Enzyme thereunder.


5. Notwithstanding Paragraph 4 above and the provisions of the Supply Agreement, with respect to the Initial ***, TWTI hereby agrees to replace during the period ending *** years from ACLA's receipt of the Initial *** (the "Replacement Period") any expired quantities of the Initial *** based on the applicable shelf life therefor. Upon expiration of any quantity of the Initial *** unused during the Replacement Period, ACLA shall notify TWTI in writing of its desi ...