Amendment To The Custom Instrument Development And Commercialization

AMENDMENT TO THE CUSTOM INSTRUMENT DEVELOPMENT AND COMMERCIALIZATION
AGREEMENT BETWEEN THE R. W. JOHNSON PHARMACEUTICAL RESEARCH INSTITUTE, ABI
APPLIED BIOSYSTEMS GROUP, AND ACLARA BIOSCIENCES, INC.


This amendment to the Custom Instrument Development and Commercialization Agreement (the "Amendment"), signed by the Parties as of October 1, 2001 (the "Amendment Signing Date"), and effective as of September 30, 2000 (the "Amendment Effective Date"), is by and between The R. W. Johnson Pharmaceutical Research Institute, a division of Ortho-McNeil Pharmaceutical, Inc., a Delaware corporation having a business address at 920 U.S. Route 202, Raritan, New Jersey (hereinafter "PRI"), Applied Biosystems Group, a business of PE Corporation (NY) having a principal place of business at 850 Lincoln Center Drive, Foster City, California 94404 (hereinafter "ABG") and ACLARA BioSciences, Inc., a Delaware corporation having a principal place of business at 1288 Pear Avenue, Mountain View California 94043-1432 (hereinafter "ACLARA"). PRI, ABG, and ACLARA are referred to in this Amendment individually or collectively as Party or Parties, as the case may be.


BACKGROUND


The Parties entered into the Custom Instrument Development and Commercialization Agreement, dated October 1, 1998 (the "PRI Agreement"), pursuant to which the Parties pursued the goal of designing, developing and producing prototype high-throughput chip reading devices incorporating microfluidic technology .


PRI and ACLARA desire to continue collaborative research under the PRI Agreement after the Amendment Effective Date, and desire to modify certain aspects of the PRI Agreement in order to continue the collaborative research initiated under the PRI Agreement.


ABG wishes to withdraw from further participation in collaborative research under the PRI Agreement as of the Amendment Effective Date.


NOW, THEREFORE, in consideration of the above premises and the covenants set forth in this Amendment, the PRI Agreement shall be and hereby is ...