Amendment No. 1 To Research Agreement Between Aclara Biosciences

EXHIBIT 10.45


AMENDMENT NO. 1

to the July 17, 2002

RESEARCH AGREEMENT

This AMENDMENT NO. 1 (the " Amendment" ) to the July 17, 2002 RESEARCH AGREEMENT (the " Agreement" ) is entered into as of April 17, 2003 (the " Amendment Effective Date" ) by and between GENENTECH and ACLARA. Unless otherwise noted, all defined terms set forth in this Amendment shall have the same meaning as set forth in the Agreement.

RECITALS


1. ACLARA and GENENTECH entered into the Agreement on July 17, 2002, under which the Parties conducted Stage I of the Study.


2. The Parties, having completed the research described in Stage I of the Study, desire to conduct additional research as set forth in Exhibit A1, attached hereto and incorporated herein.

NOW, THEREFORE, ACLARA and GENENTECH hereby agree to amend the Agreement as follows:

A. The term " Study" shall include both the research originally set forth in Exhibit A attached to the Agreement (referred to herein as " Stage I" ) and the additional research set forth in Exhibit A1 attached to this Amendment [ * ].

B. Section 1(e) of the Agreement shall be deleted and replaced with the following: " Term of Study" means a period commencing on the Effective Date and ending upon the delivery of the Aclara Results, as set forth in section 9 herein, [ * ].

C. Section 1(f) of the Agreement shall be deleted and replaced with the following: [ * ] developed under the Study incorporating Aclara Technology that is directed to [ * ] including [ * ].

D. Section 4 of the Agreement shall be deleted in its entirety and replaced with the following:


4. Payments and [ * ] .


(a) In consideration of ACLARA' s [ * ] performing the Study, GENENTECH shall, subject to the conditions noted below, make the following non-refundable payments to ACLARA by wire transfer:


Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information sub ...