ACLARA BIOSCIENCES INC, S-1/A, 2000-03-02

ACLARA BIOSCIENCES INC
S-1/A, 2000-03-02
LABORATORY ANALYTICAL INSTRUMENTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2000

REGISTRATION NO. 333-95107
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

ACLARA BIOSCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C> <C>
DELAWARE 3826 94-3222727
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

1288 PEAR AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF THE
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

JOSEPH M. LIMBER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ACLARA BIOSCIENCES, INC.
1288 PEAR AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 210-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

COPIES TO:

<TABLE>
<S> <C>
MICHAEL W. HALL, ESQ. JOHN T. SHERIDAN, ESQ.
LAURA I. BUSHNELL, ESQ. JAY D. HANSEN, ESQ.
CHRISTINA Y. LAI, ESQ. DEANNA M. BUTLER, ESQ.
LATHAM & WATKINS WILSON SONSINI GOODRICH & ROSATI P.C.
135 COMMONWEALTH DRIVE 650 PAGE MILL ROAD
MENLO PARK, CALIFORNIA 94025 PALO ALTO, CALIFORNIA 94304
(650) 328-4600 (650) 493-9300
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

Subject to Completion, Dated March 2, 2000

LOGO

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9,000,000 SHARES
COMMON STOCK
- --------------------------------------------------------------------------------

This is the initial public offering of ACLARA BioSciences, Inc., and we are
offering 9,000,000 shares of our common stock. We anticipate the initial public
offering price will be between $13.00 and $15.00 per share. We have applied to
list our common stock on the Nasdaq National Market under the symbol "ACLA."

PE Biosystems, one of our strategic partners and a significant stockholder, has
indicated an interest in purchasing up to $5,000,000 of our shares in this
offering.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING
PUBLIC OFFERING DISCOUNTS AND PROCEEDS TO
PRICE COMMISSIONS ACLARA
<S> <C> <C> <C>
Per Share $ $ $
Total $ $ $
</TABLE>

We have granted the underwriters the right to purchase up to 1,350,000
additional shares to cover any over-allotments.

Joint Book-Running Managers
DEUTSCHE BANC ALEX. BROWN WARBURG DILLON READ LLC

U.S. BANCORP PIPER JAFFRAY

THE DATE OF THIS PROSPECTUS IS , 2000
<PAGE> 3
[INSIDE FRONT COVER]

[Photograph of ACLARA microfluidic
array chip, held in human hand]

APPLICATIONS

<TABLE>
<CAPTION>
Genomics Drug Discovery
-------- --------------
<S> <C>
- DNA Sequencing - Ultra/high throughput screening
- Gene Expression analysis - Assay development
- Genotyping/SNP analysis - Secondary screening

</TABLE>
Future
------
- Industrial process control and sensing systems
- Clinical diagnostics

____________________________________________________________________________

[INSIDE FOLDOUT PANEL #1]
DNA Sequencing

- ------------------------- -------------------------

[IMAGE] [IMAGE]

- ------------------------- -------------------------
ACLARA Image of DNA Sequencing
LabCard Chip Experimental Data Using
ACLARA LabCard Chips
(700 bases in 20 minutes)
</TABLE>
____________________________________________________________________________

[INSIDE FOLDOUT PANEL #2]

EXPRESSION PROFILING
USING
MICROFLUIDIC ARRAY CHIPS
ACROSS
LARGE SAMPLE SETS
<TABLE>
<S><C>
[IMAGE]
CONVENTIONAL
ONE SAMPLE -----> DNA MICROARRAY -----> MULTIPLE GENES/SNPs
FROM ONE SAMPLE

[IMAGE]
MANY SAMPLES -----> ACLARA -----> MULTIPLE GENES/SNPs
MICROFLUIDIC PER SAMPLE
ARRAY CHIP
</TABLE>

(Two schematics comparing ACLARA microfluidic array chip to
DNA microarray chip)

____________________________________________________________________________
<PAGE> 4

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information regarding our company and our common stock being sold in this
offering and our financial statements and the notes to our financial statements
appearing elsewhere in this prospectus before making an investment decision. You
should also carefully consider the information discussed in "Risk Factors."

ACLARA BIOSCIENCES

We are developing multiple products to address both the genomics and
pharmaceutical drug screening markets based on our proprietary microfluidics
technology that allow researchers to rapidly perform large numbers of chemical
and biological measurements in a miniaturized, automated format. In
collaboration with our strategic partners, we are developing analytical
instruments that will utilize our LabCard chip products. We believe that these
LabCard systems will provide at least a ten-fold improvement in efficiency and
enhanced accuracy for a wide range of laboratory analyses, at a lower cost per
measurement than current analytical systems. We intend to commercially introduce
our initial product, the Oasis LabCard chip, in late 2000.

We have formed strategic partnerships to commercialize our products with PE
Biosystems and Packard BioScience, leading providers of analytical systems for
genomics and pharmaceutical drug screening. We are combining our proprietary
microfluidics technology with their broad platform of technologies, including
reagents, analysis methods, instrumentation and software. We also plan to use
the marketing, sales and distribution strengths of our current and future
partners to successfully commercialize our products.

OUR TARGET MARKETS

We are developing our technologies to address rapidly growing markets in
the life sciences industry, such as genomics and pharmaceutical drug screening.
We also believe our technologies have applications across other industries,
including chemical processing, environmental and food testing and clinical
diagnostics.

OUR TECHNOLOGY AND PRODUCTS

Our microfluidic chip technology enables us to move various fluids and
materials, using electric fields, through networks of interconnected channels,
each the width of a human hair. We design these networks in a grid or array
format, enabling researchers to perform multiple measurements in parallel on our
LabCard chips. Our microfluidic approach enables the rapid and accurate
measurement, dispensing and mixing of reagent volumes many times smaller than
what researchers commonly use today. In this manner, we can precisely manipulate
a variety of fluids, including those that contain whole cells, cell fragments or
magnetizable particles, using computerized controls with no moving parts or
valves.

We are currently developing multiple products for the genomics and
pharmaceutical drug screening markets. We believe that our products will offer
researchers several key benefits:

- Greater Flexibility in Chip Design and Use. We produce most of our chips
using advanced plastic materials and proprietary manufacturing processes.
We believe that our single-use

1
<PAGE> 5

plastic chips offer substantial advantages over glass chips, including
the avoidance of carryover contamination from one measurement to the
next, and lower manufacturing costs.

- Higher Throughput and Avoidance of Cross Contamination. Throughput is the
number of samples that can be processed in a given amount of time. We
have designed chips that contain arrays of microfluidic networks, where
each network enables analysis of a different sample. This approach
increases throughput and avoids cross contamination of different
reactions on the same chip.

- Greater Information Content. Our LabCard chips and proprietary reagents
allow researchers to obtain more information from each measurement than
is currently possible with standard methods.

- Increased Efficiency and Higher Data Quality. Our LabCard chips decrease
the amount of manual labor required and reduce the potential for
variability and error.

- Reduced Reagent Cost. Our chips perform measurements on very small
volumes of material, enabling significant reductions in the amounts of
sample and reagents required for a test.

OUR STRATEGY

Our objective is to be the leading provider of microfluidic chips to large,
fast-growing segments of the genomics and pharmaceutical drug screening markets
where the information sought is of high value to customers. Key elements of our
strategy include:

- Partnering With Industry Leaders for Instrument Development,
Manufacturing and Commercialization. We intend to use the
instrumentation, software, chemistry expertise and distribution strengths
of our partners, such as PE Biosystems, to accelerate the development and
commercialization of our products.

- Leveraging Our Intellectual Property With That of Our Partners. Our broad
patent portfolio includes over 80 patents and patent applications. We
also benefit from the intellectual property portfolio of our strategic
partners, enabling us to broadly address the genomics and pharmaceutical
drug screening markets.

- Generating Recurring, High Margin Revenue. We expect that most LabCard
systems sold will generate recurring revenue from sales of single-use
disposable LabCard chips. We are developing proprietary manufacturing
processes for the cost-effective production of these plastic LabCard
chips.

- Enhancing the Value of LabCard Systems With Proprietary Reagents. We
intend to integrate proprietary reagents developed by us and our
strategic partners to significantly enhance the flexibility and utility
of our LabCard systems.

2
<PAGE> 6

OUR HISTORY

THE OFFERING

Common stock offered by ACLARA..... 9,000,000 shares
Common stock to be outstanding
after this offering................ 31,172,995 shares
Use of proceeds.................... For research and development activities,
for financing possible acquisitions and
investments in technology as well as for
working capital and other general
corporate purposes.
Proposed Nasdaq National Market
symbol............................. ACLA

The number of shares of common stock to be outstanding after this offering
is based on 22,172,995 shares outstanding on December 31, 1999. This number
assumes the conversion into common stock of all of our preferred stock
outstanding on that date and excludes:

- 5,014,004 shares of common stock reserved for issuance under our stock
plans as of December 31, 1999, of which options to purchase 2,891,064
shares were outstanding as of December 31, 1999 at a weighted average
exercise price of $0.44 per share;

- 538,472 shares of common stock that may be issued upon exercise of
warrants outstanding as of December 31, 1999 at a weighted average
exercise price of $1.32 per share;

- an additional 1,290,000 shares of common stock reserved for issuance
under our Amended and Restated 1997 Stock Plan, approved by the board in
February 2000;

- 450,000 shares of common stock reserved for issuance under our employee
stock purchase plan, approved by the board in February 2000, to be
effective upon the closing of this offering;

- 1,547,271 shares of common stock issued upon the exercise of options
between January 1, 2000 and February 11, 2000; and

- 154,557 shares of common stock issuable upon exercise of Series D
warrants.

------------------------

Unless otherwise indicated, information in this prospectus assumes the
following:

- the conversion of each outstanding share of our convertible preferred
stock into one share of our common stock upon the closing of this
offering;

- a 3-for-2 stock split to be completed before the closing of this
offering;

- the filing of our amended and restated certificate of incorporation
immediately following the closing of this offering to increase our
authorized common stock and decrease our authorized preferred stock; and

- the underwriters have not exercised their option to purchase additional
shares.

3
<PAGE> 7

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(MAY 5,
1995)
THROUGH YEAR ENDED DECEMBER 31,
DECEMBER 31, --------------------------------------
1995 1996 1997 1998 1999
------------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Total revenue................................ $ 393 $ 1,324 $ 2,649 $ 1,353 $ 2,936
Operating expenses........................... 879 2,302 4,649 6,745 11,253
-------- ------- ------- ------- --------
Loss from operations......................... (486) (978) (2,000) (5,392) (8,317)
Interest income (expense), net............... 31 22 2 (130) 160
-------- ------- ------- ------- --------
Net loss..................................... $ (455) $ (956) $(1,998) $(5,522) $ (8,157)
======== ======= ======= ======= ========
Net loss attributable to common
stockholders............................... $ (468) $(1,157) $(2,299) $(6,011) $(18,446)
======== ======= ======= ======= ========
Net loss per common share, basic and
diluted.................................... $(234.00) $(21.83) $ (4.02) $ (5.03) $ (11.85)
======== ======= ======= ======= ========
Shares used in computing net loss per common
share, basic and diluted................... 2 53 572 1,195 1,556
======== ======= ======= ======= ========
Pro forma net loss per share, basic and
diluted (unaudited)........................ $ (0.64)
========
Shares used in computing pro forma net loss
per share, basic and diluted (unaudited)... 20,546
========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1999
--------------------------------------
PRO FORMA
ACTUAL AS ADJUSTED AS ADJUSTED
-------- ----------- -----------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and marketable securities......... $ 13,729 $ 13,729 $ 130,269
Working capital............................................. 12,056 12,056 128,596
Total assets................................................ 20,574 20,574 137,114
Capital lease obligations, less current portion............. 284 284 284
Loans payable, less current portion......................... 3,087 3,087 3,087
Mandatorily redeemable convertible preferred stock.......... 40,973 -- --
Total stockholders' equity (deficit)........................ (26,492) 14,481 131,021
</TABLE>

The as adjusted balance sheet data above reflects the conversion of each
outstanding share of convertible preferred stock into one share of common stock
upon the closing of this offering.

The pro forma as adjusted amounts above give effect to the sale of the
9,000,000 shares of common stock in this offering at an assumed initial offering
price of $14.00 per share, after deducting underwriting discounts and
commissions and offering expenses.

4
<PAGE> 8

RISK FACTORS

This offering involves a high degree of risk. You should consider carefully
the risks described below and the other information in this prospectus before
deciding to purchase shares of our common stock. Any of these risk factors could
materially and adversely affect our business, financial condition, results of
operations and future growth prospects. In that case, the trading price of our
common stock could decline, and you could lose all or part of your investment.
Additional risks and uncertainties that we do not currently know about or that
we currently deem immaterial may also impair our business, financial condition,
results of operations and future growth prospects. See "Special Note Regarding
Forward-Looking Statements."

RISKS RELATED TO OUR BUSINESS

WE HAVE A HISTORY OF OPERATING LOSSES AND AN ACCUMULATED DEFICIT, AND WE MAY NOT
ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.

Since we were founded in May 1995, we have engaged primarily in
organizational and research and development efforts. We have incurred operating
losses every year, and we may never achieve profitability. Net losses for the
years ended December 31, 1997, 1998 and 1999 were $2.0 million, $5.5 million,
and $8.2 million, respectively. As of December 31, 1999, we had an accumulated
deficit of $22.6 million. Our losses have resulted principally from costs
incurred in connection with our research and development activities and from
general and administration costs associated with our operations.

We have not commercially launched any LabCard products to date and do not
expect to do so until late 2000. Our ability to generate revenues from product
sales or to achieve profitability is dependent on our ability, alone or with our
collaborative partners, to successfully and timely design, develop, manufacture
and commercialize our microfluidic systems. Our revenue to date has been
generated principally from collaborative research and development agreements,
technology access fees, interest on cash and investment balances and government
grants. We expect that our costs will continue to exceed our revenues on an
annual basis for at least the next two years. Even if we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND ANY FAILURE TO MEET
FINANCIAL EXPECTATIONS MAY DISAPPOINT SECURITIES ANALYSTS OR INVESTORS AND
RESULT IN A DECLINE IN OUR STOCK PRICE, CAUSING INVESTOR LOSSES.

Our operating results have fluctuated in the past and are likely to do so
in the future. These fluctuations could cause our stock price to decline. Some
of the factors that could cause our operating results to fluctuate include:

- expiration or termination of research contracts with collaborators or
government research grants, which may not be renewed or replaced;

- the timing and willingness of collaborators to commercialize our
products;

- the timing, release and competitiveness of our products; and

- general and industry-specific economic conditions, which may affect our
customers' research and development expenditures and use of our products.

If revenue declines in a quarter, whether due to a delay in recognizing
expected revenue or otherwise, our earnings will decline because many of our
expenses are relatively fixed in the short-term. In particular, research and
development and general and administrative expenses are not affected directly by
variations in revenue.

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<PAGE> 9

Due to fluctuations in our revenue and operating expenses, we believe that
period-to-period comparisons of our results of operations are not a good
indication of our future performance. It is possible that in some future quarter
or quarters, our operating results will be below the expectations of securities
analysts or investors. In that case, our stock price could fluctuate
significantly or decline.

OUR PRODUCTS ARE IN THE EARLY STAGE OF DEVELOPMENT AND MAY NEVER BE FULLY
DEVELOPED IN A MANNER SUITABLE FOR COMMERCIAL SUCCESS.

We currently have no commercially available products and we have never
developed, manufactured, distributed or sold commercial systems using our
microfluidics technology. We are developing products that are in many cases part
of complex systems that also have not been fully developed, tested, manufactured
or commercially introduced. For example, we have only produced a working
prototype system that integrates our LabCard chips into a laboratory system that
utilizes automated liquid handling, microfluidic control, fluorescence detection
and software for system control and data analysis. We may not be able to perfect
the design of our products due to the complexity of the systems they are part of
and the demands of the scientific processes that they address. For instance, we
have not yet established the high degrees of accuracy, reliability and ease of
use required for commercial introduction of our products. Even though we have
designed products that function in a prototype system, we cannot assure you that
we will be able to adapt the design to allow for large-scale manufacturing and
commercialization. Although we have indicated projected launch periods for
certain of our products elsewhere in this prospectus, we cannot assure you that
we and our collaborative partners will complete development of the systems by
those launch dates, or at all. If we are unable to design commercially viable
systems either independently or with our collaborative partners, we may be
unable to remain in business, and you may lose all or part of your investment.

COMMERCIALIZATION OF OUR PRODUCTS DEPENDS UPON MARKET ACCEPTANCE OF OUR LABCARD
CHIPS AND SYSTEMS; AND IF THEY DO NOT ACHIEVE MARKET ACCEPTANCE, OUR ABILITY TO
GENERATE SALES WILL BE LIMITED AND OUR LOSSES WOULD INCREASE.

Demand for our LabCard products is substantially dependent upon widespread
market acceptance of systems utilizing our LabCard chips as tools for genomics,
pharmaceutical drug screening and other applications. Because most of our
LabCard chip products will be part of larger analytical systems marketed by our
collaborative partners, our ability to sell LabCard chips in these cases depends
on adoption by researchers of entirely new analytical equipment. We cannot
assure you that LabCard chips and related instrument systems using our
technology will achieve substantial acceptance in our target markets. Market
acceptance will depend on many factors, including:

- our ability and the ability of our collaborative partners to demonstrate
to potential customers the benefits and cost-effectiveness of our LabCard
chips and systems relative to products currently available in the market;

- the extent of our partners' efforts to market, sell and distribute the
LabCard chips and systems; and

- the willingness and ability of customers to adopt new technology
requiring capital investments.

Further, if our initial LabCard systems are not favorably received by the
market, it could undermine our ability to successfully introduce subsequent
LabCard systems as well. If our

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<PAGE> 10

LabCard chips and systems do not gain market acceptance, our losses would
increase and we may be unable to remain in business. As a result, you could lose
all or part of your investment.

WE DEPEND ON COLLABORATIVE PARTNERS TO DEVELOP AND MARKET SYSTEMS THAT UTILIZE
OUR LABCARD CHIPS TO END USERS. IF OUR COLLABORATIVE PARTNERS DO NOT PERFORM AS
EXPECTED, WE MAY BE UNABLE TO DEVELOP AND MARKET OUR PRODUCTS.

Because our products are components of larger systems, our success depends
on our ability to establish relationships with collaborative partners to create
products to address market needs. For example, our collaborative relationship
with PE Biosystems provides for the joint development of systems for genomics
research and pharmaceutical drug screening. In this relationship, we provide
LabCard chips as one component of systems used by researchers for genomics
analysis and pharmaceutical drug screening applications. Our ability to expand
the applications for our technology rests on our ability to broaden our
relationship with existing partners and identify and enter into similar
relationships with new collaborative partners to address additional customer
needs. If we are unable to broaden our existing collaborative relationships or
enter into relationships with additional collaborative partners our business may
suffer.

Our ability to sell products will also depend on the ability of our
collaborative partners to develop instrument systems that can utilize our
LabCard chips. If the development efforts of our collaborative partners fail or
are significantly delayed, our losses would increase. We cannot assure you that
our collaborative partners will be able to develop products as planned.

We also intend to rely upon our current and future collaborative partners
to market, sell, distribute and promote our LabCard chips. We do not intend to
develop a large internal marketing and sales organization. Accordingly, we will
be substantially relying on our collaborative partners to fulfill these tasks.
If our collaborative partners do not perform these functions satisfactorily, our
ability to market, sell and distribute our products could be severely limited.

We generally do not have control over the resources or degree of effort
that any of our existing collaborative partners may devote to our
collaborations. If our collaborators breach or terminate their agreements with
us or otherwise fail to conduct their collaborative activities successfully and
in accordance with agreed upon schedules, our business would be harmed. In
addition, our collaborative partners could cease operations, eliminate relevant
product lines, or offer, design, manufacture or promote competing lines of
products. Any of those occurrences would increase our losses.

WE RELY HEAVILY ON PE BIOSYSTEMS TO DEVELOP, MANUFACTURE AND COMMERCIALIZE
SYSTEMS TO BE USED IN CONNECTION WITH OUR LABCARD CHIPS AND TO COMMERCIALIZE
MOST OF OUR LABCARD PRODUCTS, AND PE BIOSYSTEMS' FAILURE TO DO SO SUCCESSFULLY
COULD DELAY OR PREVENT THE COMMERCIALIZATION OF OUR PRODUCTS IN THE GENOMICS AND
PHARMACEUTICAL DRUG SCREENING MARKETS, AND RESULT IN INCREASED LOSSES.

As part of our business strategy, we are focusing on the development of our
LabCard chips and related chemistries for genomics and pharmaceutical drug
screening systems and in most cases are relying on PE Biosystems to manufacture
and commercialize the systems, including commercializing our LabCard chips. We
have collaboration agreements with PE Biosystems to jointly develop microfluidic
systems for genomics and pharmaceutical drug screening. In addition to
developing or co-developing the instrumentation, software and reagents, PE
Biosystems will have the exclusive right to market and sell those products
worldwide. We cannot assure you that PE Biosystems will perform its obligations
under the agreements, or that PE Biosystems will successfully commercialize any
products resulting from our joint efforts. Moreover,

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<PAGE> 11

PE Biosystems has the discretion, under certain circumstances, to elect not to
proceed with the commercialization of products jointly developed under the
agreement. PE Biosystems' failure to perform under the agreement or to
successfully commercialize our LabCard products and systems could delay or
prevent the commercialization of our products and result in increased losses.

IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY, WE WOULD BE
UNABLE TO PREVENT THIRD PARTIES FROM USING OUR TECHNOLOGY, WHICH COULD IMPAIR
OUR ABILITY TO COMPETE IN THE MARKET, AND THE COST OF ENFORCING OUR PROPRIETARY
RIGHTS MAY BE EXPENSIVE AND RESULT IN INCREASED LOSSES.

Our success will depend in part on our ability to obtain and maintain
meaningful patent protection for our products, both in the United States and in
other countries, and our inability to do so could harm our competitive position.
We rely on our portfolio of over 80 issued and pending patent applications in
the United States and in other countries to protect a large part of our
intellectual property and our competitive position. We cannot assure you that
any of the currently pending or future patent applications will issue as
patents, or that any patents issued to us will not be challenged, invalidated,
held unenforceable or circumvented. Further, we cannot assure you that our
intellectual property rights will be sufficiently broad to prevent third parties
from producing competing products similar in design to our products.

In addition to patent protection, we also rely on protection of trade
secrets, know-how and confidential and proprietary information. We generally
enter into confidentiality agreements with our employees, consultants and our
collaborative partners upon commencement of a relationship with us. However, we
cannot assure you that these agreements will provide meaningful protection
against the unauthorized use or disclosure of our trade secrets or other
confidential information or that adequate remedies would exist if unauthorized
use or disclosure were to occur. The exposure of our trade secrets and other
proprietary information would impair our competitive advantages and could have a
material adverse effect on our operating results, financial condition and future
growth prospects. Further, we cannot assure you that others have not or will not
independently develop substantially equivalent know-how and technology.

Our commercial success also depends in part on avoiding the infringement of
other parties' patents or proprietary rights and the breach of any licenses that
may relate to our technologies and products. We are aware of several third-party
patents that may relate to our technology. We believe that we do not infringe
these patents but cannot assure you that we will not be found in the future to
infringe these or other patents or proprietary rights of third parties, either
with products we are currently developing or with new products that we may seek
to develop in the future. If third parties assert infringement claims against
us, we may be forced to enter into license arrangements with them. We cannot
assure you that we could enter into the required licenses on commercially
reasonably terms, if at all. The failure to obtain necessary licenses or to
implement alternative approaches may prevent us from commercializing products
under development and would impair our ability to be commercially competitive.
We may also become subject to interference proceedings conducted in the U.S.
Patent and Trademark Office to determine the priority of inventions.

The defense and prosecution, if necessary, of intellectual property suits,
USPTO interference proceedings and related legal and administrative proceedings
will result in substantial expense to us and significant diversion of effort by
our technical and management personnel. An adverse determination in litigation
or interference proceedings to which we may become a party could subject us to
significant liabilities to third parties, could put our patents at

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<PAGE> 12

risk of being invalidated or interpreted narrowly and could put our patent
applications at risk of not issuing.

Further, there is a risk that some of our confidential information could be
compromised during the discovery process of any litigation. During the course of
any lawsuit, there may be public announcements of the results of hearings,
motions and other interim proceedings or developments in the litigation. If
securities analysts or investors perceive these results to be negative, it could
have a substantial negative effect on the trading price of our stock.

WE ARE INVOLVED WITH INTELLECTUAL PROPERTY LITIGATION WITH CALIPER TECHNOLOGIES
CORP. THAT WILL BE EXPENSIVE, MAY HURT OUR COMPETITIVE POSITION, MAY AFFECT OUR
ABILITY TO ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS AND MAY PREVENT US FROM
SELLING OUR PRODUCTS.

In March 1999, Caliper sued our former patent law firm, our current general
counsel, and us alleging misappropriation of Caliper's trade secrets. Caliper
claims an outside lawyer who was consulting with both Caliper and us, and who
joined us three years after the alleged events as our internal general counsel,
used Caliper's confidential information in preparing an application for one of
our key patents. The patent in question covers technology used in most of the
LabCard chips we are currently developing. Caliper has asked for unspecified
monetary damages and equitable relief. We believe that Caliper's suit lacks
factual and legal merit and are defending the case vigorously. However,
litigation is unpredictable, and we may not prevail. If we do not prevail, we
could owe Caliper a significant amount of monetary damages. The court could also
grant Caliper various forms of equitable relief including preventing us from
enforcing some of our intellectual property rights against Caliper. As a result,
an outcome adverse to us could cause our business to suffer materially.

We sued Caliper in April 1999 for infringement of U.S. Patent No.
5,750,015, or the '015 patent, which covers technology used in most of our
current LabCard chip designs. We believe our case has merit and are pursuing it
aggressively. The court could decide, however, that Caliper does not infringe
the '015 patent, or could find the '015 patent to be invalid or unenforceable.
In either case, we would not be able to prevent Caliper and other third parties
from using product designs that we view as protected by the '015 patent. These
outcomes would reduce the value of our intellectual property rights, weaken our
competitive position and significantly hurt our financial results.

In January 2000, Caliper sued us alleging infringement of four patents
(U.S. Patent Nos. 5,858,195, 6,001,229, 6,010,607 and 6,010,608) which they
claim to have licensed exclusively. We believe our products, which are still
under development, do not infringe any claims of these patents and intend to
defend our position vigorously. But the outcome of any litigation is uncertain,
and we may not prevail. Should we be found to infringe any of these patents, we
may be liable for potential monetary damages, and could be required to obtain a
license from Caliper to commercialize our products or redesign our products so
they do not infringe any of these patents. If we were unable to obtain a license
or adopt a non-infringing product design, we may not be able to proceed with
development, manufacture and sale of some of our products. In this case our
business may not develop as planned, and our results could materially suffer.
For more information on our litigation with Caliper, please see
"Business -- Legal Proceedings."

9
<PAGE> 13

WE HAVE LIMITED MANUFACTURING EXPERIENCE, AND IF WE ARE UNABLE TO FIND
THIRD-PARTY MANUFACTURERS TO MANUFACTURE OUR LABCARD CHIPS, WE MAY NOT BE ABLE
TO LAUNCH OUR PRODUCTS IN A TIMELY MANNER, OR AT ALL.

We have no experience manufacturing our products in the volumes that will
be necessary for us to achieve significant commercial sales. To date, we have
limited our manufacturing activities to the manufacturing of prototype LabCard
chips and systems for testing purposes and for internal use by our collaborative
partners. The nature of our products requires the use of sophisticated injection
molding and other manufacturing processes that are not widely available. For
this reason only a limited number of vendors currently have the expertise to
manufacture our products. We have relationships with outside suppliers who are
currently manufacturing limited quantities of our LabCard chips for research and
development purposes. We will need to enter into contractual relationships with
manufacturers for commercial scale production of LabCard chips and systems and
we cannot assure you that we will be able to do so on a timely basis, for
sufficient quantities of chips or on commercially reasonable terms. Accordingly,
we cannot assure you that we can establish or maintain reliable, high-volume
manufacturing at commercially reasonable costs. In addition, the loss of any of
these suppliers may result in a delay or interruption of our supply of LabCard
chips. Any significant delay or interruption would have a material adverse
effect on our ability to supply adequate quantities of our products and would
result in lost revenues.

OUR FACILITIES ARE LOCATED NEAR KNOWN EARTHQUAKE FAULT ZONES, AND THE OCCURRENCE
OF AN EARTHQUAKE OR OTHER CATASTROPHIC DISASTER COULD CAUSE DAMAGE TO OUR
FACILITIES AND EQUIPMENT, WHICH COULD REQUIRE US TO CEASE OR CURTAIL OPERATIONS.

Our facilities are located in the San Francisco Bay Area near known
earthquake fault zones and are vulnerable to damage from earthquakes. If an
earthquake or other natural disaster were to occur, our ability to operate our
business at our facilities could be seriously impaired. In addition, the nature
of our research, development and pilot manufacturing activities and the
specialized nature of much of our equipment could make it time-consuming and
costly for us to recover from a disaster. The insurance we maintain may not be
adequate to cover our losses resulting from disasters or other business
interruptions.

WE DEPEND ON OUR KEY PERSONNEL, THE LOSS OF WHOM WOULD IMPAIR OUR ABILITY TO
COMPETE.

Our performance is substantially dependent on the performance of our senior
management and key scientific and technical personnel. We carry key person life
insurance on only two of our senior management personnel. The loss of the
services of any member of our senior management, scientific or technical staff
may significantly delay or prevent the achievement of product development and
other business objectives and could have a material adverse effect on our
business, operating results and financial condition. Our future success will
also depend on our ability to identify, recruit and retain additional qualified
scientific, technical and managerial personnel. There is currently a shortage of
skilled executives and intense competition for such personnel in the areas of
our activities, and we cannot assure you that we will be able to continue to
attract and retain personnel with the advanced qualifications necessary for the
development of our business. The inability to attract and retain the necessary
scientific, technical and managerial personnel could have a material adverse
effect upon our research and development activities, sales revenue, operating
costs and future growth prospects.

10
<PAGE> 14

WE EXPECT INTENSE COMPETITION IN OUR TARGETED MARKETS, WHICH COULD RENDER OUR
PRODUCTS OBSOLETE OR SUBSTANTIALLY LIMIT THE VOLUME OF PRODUCTS THAT WE SELL,
WHICH WOULD LIMIT OUR ABILITY TO BE COMPETITIVE AND ACHIEVE PROFITABILITY.

We compete with companies that design, manufacture and market analytical
instruments for genomics and pharmaceutical drug screening using technologies
such as gel electrophoresis, capillary electrophoresis, microwell plates and
robotic liquid handling systems. In addition, a number of companies are
developing new technologies for miniaturizing various laboratory procedures for
genomics and drug screening markets targeted by us using methods such as
hybridization chips and high density microwell plates. Furthermore, we are aware
of other companies that are developing microfluidics technology, including
Orchid BioSciences, Inc. and Caliper Technologies Corp. We anticipate that we
will face increased competition in the future as new companies enter the market
with new technologies. Rapidly changing technology, evolving industry standards,
changes in customer needs, emerging competition and new product introductions
characterize the markets for our products. One or more of our competitors may
render our technology obsolete or uneconomical by advances in existing
technological approaches or the development of different approaches. Many of
these competitors have greater financial and personnel resources and more
experience in research and development than we have. Furthermore, we cannot
assure you that the pharmaceutical and biotechnology companies which are our
potential customers or our strategic partners will not develop competing
products.

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS AND MAY NOT BE ABLE TO OBTAIN
ADEQUATE INSURANCE, WHICH WOULD INCREASE OUR LOSSES.

Once we have commercially launched our LabCard products, we will face
exposure to product liability claims. Any product liability claims arising in
the future, regardless of their merit or eventual outcome, could increase our
losses. We intend to secure product liability insurance coverage, but we cannot
assure you that we will be able to obtain such insurance on acceptable terms
with adequate coverage, or at reasonable costs. In addition, potential product
liability claims may exceed the amount of our insurance or may be excluded from
coverage under the terms of the policy.

WE MAY BE UNABLE TO RAISE ADDITIONAL CAPITAL OR GENERATE THE SIGNIFICANT CAPITAL
NECESSARY TO EXPAND OUR OPERATIONS AND INVEST IN NEW PRODUCTS, WHICH COULD HURT
OUR ABILITY TO COMPETE OR ACHIEVE PROFITABILITY.

It might be necessary for us to raise additional capital over the next few
years to continue our research and development efforts and to commercialize our
products. We believe that the proceeds from this offering and projected revenue
from collaborations should be sufficient to fund our anticipated levels of
operations through at least the next 12 months. However, we cannot assure you
that our business or operations will not change in a manner that would consume
available resources more rapidly than anticipated. We also cannot assure you
that we will continue to receive funding under existing collaborative
arrangements or that existing or potential future collaborations or sales
revenue will be adequate to fund our operations. We may need additional funds
sooner than planned to meet operational needs and capital requirements for
product development and commercialization. We cannot assure you that additional
funds will be available when needed, or on terms acceptable to us or that
sufficient revenue will be generated from sales. If adequate funds are not
available, we may have to reduce substantially or eliminate expenditures for the
development and production of certain of our proposed products or obtain funds
through arrangements with collaboration partners that require us to relinquish
rights to certain of our technologies or products. Either of these

11
<PAGE> 15

alternatives could have a material adverse effect on our business, operating
results, financial condition and future growth prospects.

RISKS RELATED TO THIS OFFERING

CONCENTRATION OF OWNERSHIP AMONG OUR EXISTING EXECUTIVE OFFICERS, DIRECTORS AND
PRINCIPAL STOCKHOLDERS MAY PREVENT NEW INVESTORS FROM INFLUENCING SIGNIFICANT
CORPORATE DECISIONS.

Following the completion of this offering, our executive officers,
directors and largest stockholders and their affiliates will beneficially own or
control approximately 54.6%, or 55.7% if PE Biosystems purchases $5,000,000 of
shares in the offering, of the outstanding shares of common stock after giving
effect to the conversion of all outstanding preferred stock and the exercise of
all outstanding vested and unvested options, warrants and convertible
securities. Accordingly, our current executive officers, directors and their
affiliates, if acting together, would have the ability to control the outcome of
corporate actions requiring stockholder approval, including the election of
directors, any merger, consolidation or sale of all or substantially all of our
assets and any other significant corporate transactions. The concentration of
ownership could also delay or prevent a change of control of our company at a
premium price if these stockholders oppose it. Please see "Management" and
"Principal Stockholders" for details on our stock ownership.

THE MARKET PRICE OF OUR COMMON STOCK MAY BE HIGHLY VOLATILE, AND YOU MAY NOT BE
ABLE TO RESELL YOUR SHARES AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE.

There has not been a public market for our common stock. We cannot assure
you that an active trading market for our common stock will develop following
this offering. You may not be able sell your shares quickly or at the market
price if trading in our stock is not active. The initial public offering price
for the shares will be determined by negotiations between us and the
representatives of the underwriters and may not be indicative of prices that
will prevail in the trading market. Please see "Underwriting" for more
information regarding our arrangement with the underwriters and the factors
considered in setting the initial public offering price.

The trading price of our common stock is likely to be highly volatile and
could be subject to wide fluctuations in price in response to various factors,
many of which are beyond our control, including:

- announcements of developments in our litigation with Caliper;

- developments concerning proprietary rights, including patents, by us or
our competitors;

- conditions or trends in the biotechnology, and particularly, the genomics
or drug screening sectors;

- changes in the market valuations of other biotechnology and genomics
companies; and

- developments concerning our collaborations and in particular, our
collaboration with PE Biosystems.

In addition, the stock market in general, and the Nasdaq National Market
and the market for technology companies in particular, have experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of those companies. Further, there has been
particular volatility in the market prices of securities of biotechnology and
life sciences companies. These broad market and industry factors may seriously
harm the market price of our common stock, regardless of our operating
performance. In the past, following periods of volatility in the market,
securities class-action litigation has often been instituted against these
companies. Any litigation instituted against us could result in substantial
costs and a diversion of management's attention and resources, which could
seriously harm our ability to achieve profitability.

12
<PAGE> 16

WE HAVE BEEN THREATENED WITH LITIGATION SEEKING RESCISSION OF OUR REPURCHASE OF
SHARES FROM A FORMER STOCKHOLDER, WHICH, IF LITIGATION OCCURS AND IS DECIDED
ADVERSELY TO ACLARA, COULD RESULT IN SUBSTANTIAL DILUTION TO ALL STOCKHOLDERS.

In March 1999 we repurchased, at a price of $0.60 per share, 4,521,000
shares of our Series A preferred stock from 2C Optics, Inc., our former parent
company. We have received correspondence from an attorney representing a group
of minority stockholders of 2C Optics, including David Soane, one of our
co-founders, alleging violations of corporate and securities laws by us, and one
or more of directors, in connection with our repurchases of the shares. This
attorney is threatening litigation seeking rescission of the repurchase
transaction unless we agree to sell to his clients, at $0.60 per share, that
number of shares of our stock equal to each clients' pro rata portion (based on
such person's ownership interest in 2C Optics) of the shares we repurchased from
2C Optics. If litigation ensues, and is decided adversely to us, we could be
forced to rescind the repurchase transaction, in whole or in part, which could
result in substantial dilution to current and future ACLARA stockholders. See
"Business -- Legal Proceedings."

NEW INVESTORS IN OUR COMMON STOCK WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL
DILUTION.

The offering price of the common stock will be substantially higher than
the net tangible book value per share of our existing capital stock. As a
result, if you purchase common stock in this offering you will incur immediate
and substantial dilution of $9.80 in net tangible book value per share of common
stock, based on an assumed public offering price of $14.00 per share. You will
also experience additional dilution upon the exercise of outstanding stock
options and warrants. Please see "Dilution" for a more detailed discussion of
the dilution new investors will incur in this offering. The large number of
shares eligible for sale following this offering may depress the market price of
our common stock.

THE LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD
CAUSE OUR STOCK PRICE TO DECLINE.

The market price of our common stock could decline as a result of sales by
our existing stockholders of a large number of shares of our common stock in the
market after this offering or the perception that such sales could occur. These
sales also might make it more difficult for us to sell equity securities in the
future at a time and price that we deem appropriate. Please see "Shares Eligible
for Future Sale" for a description of sales that may occur in the future.

ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW LIMIT THE
ABILITY OF ANOTHER PARTY TO ACQUIRE US, WHICH COULD CAUSE OUR STOCK PRICE TO
DECLINE.

Certain provisions of our certificate of incorporation and our bylaws could
delay or prevent a third party from acquiring us, even if doing so might be
beneficial to our stockholders. In addition, because we are incorporated in
Delaware, we are governed by the provisions of Section 203 of the Delaware
General Corporation Law. These provisions may prohibit large stockholders, in
particular those owning 15% or more of the outstanding voting stock, from
consummating a merger or combination with us. These provisions could limit the
price that investors might be willing to pay in the future for our common stock.
Please see, "Description of Capital Stock -- Anti-takeover Effects of Certain
Provisions of Delaware Law and Charter Provisions."

13
<PAGE> 17

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. We have attempted
to identify forward-looking statements by terminology including "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," "should" or "will" or the negative of
these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Risk Factors," that may cause our
or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels or
activity, performance or achievements expressed or implied by these forward-
looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are not under any duty to update any
of the forward-looking statements after the date of this prospectus to conform
these statements to actual results, unless required by law.

14
<PAGE> 18

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the 9,000,000 shares of
common stock we are offering at the initial public offering price of $14.00 per
share will be approximately $116.5 million, or $134.1 million if the
underwriters' over-allotment option is exercised in full, after deducting the
underwriting discounts and commissions and estimated offering expenses payable
by us. We anticipate using the proceeds from this offering for research and
development activities, for financing possible acquisitions and investments in
technology as well as for working capital and other general corporate purposes.

The amounts that we actually expend on these matters will vary
significantly, depending on a number of factors, including future revenue
growth, if any, and the amount of cash we generate from operations. As a result,
we will retain broad discretion in the allocation of the net proceeds of this
offering. We currently have no commitments or agreements and are not involved in
any negotiations with respect to any acquisitions of complementary products,
technologies or businesses. Pending use of the net proceeds of this offering, we
intend to invest the net proceeds in interest bearing, investment-grade
securities.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our capital stock since
inception. We currently intend to retain future earnings, if any, to finance the
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future.

15
<PAGE> 19

CAPITALIZATION

The table below presents the following information:

- our actual capitalization as of December 31, 1999;

- our pro forma capitalization as of that date after giving effect to the
conversion of all outstanding shares of convertible preferred stock into
common stock upon completion of this offering; and

- our pro forma capitalization as adjusted to reflect the receipt of the
net proceeds from our sale of 9,000,000 shares of common stock at an
assumed initial public offering price of $14.00 per share in this
offering, less underwriting discounts and commissions and estimated
offering expenses payable by us.

<TABLE>
<CAPTION>
DECEMBER 31, 1999
----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Capital lease obligations, less current portion............. $ 284 $ 284 $ 284
Loans payable, less current portion......................... 3,087 3,087 3,087
-------- -------- --------
Total long term debt...................................... 3,371 3,371 3,371
-------- -------- --------
Mandatorily redeemable convertible preferred stock, $0.001
par value; 34,200,000 shares authorized, 20,469,749 share
issued and outstanding; no shares issued and outstanding
pro forma and pro forma as adjusted....................... 40,973 --
Stockholders' equity (deficit):
Common stock $0.001 par value; 60,000,000 shares
authorized, 1,703,246 shares issued and outstanding,
actual; 150,000,000 shares authorized pro forma and pro
forma as adjusted, 22,172,995 shares issued and
outstanding pro forma, 31,172,995 shares issued and
outstanding pro forma as adjusted....................... 2 22 31
Preferred stock, $0.001 par value, 15,000,000 shares
authorized; no shares issued and outstanding actual, pro
forma or pro forma as adjusted.......................... -- -- --
Additional paid-in capital.................................. 2,589 43,059 159,590
Deferred stock-based compensation........................... (6,508) (6,508) (6,508)
Notes receivable for common stock........................... (7) (7) (7)
Accumulated other comprehensive income...................... 4 4 4
Deficit accumulated during the development stage............ (22,572) (22,089) (22,089)
-------- -------- --------
Total stockholders' equity (deficit)...................... (26,492) 14,481 131,021
-------- -------- --------
Total capitalization.................................... $ 17,852 $ 17,852 $134,392
======== ======== ========
</TABLE>

This table does not include:

- 538,472 shares of common stock that may be issued upon exercise of
warrants outstanding as of December 31, 1999 at a weighted average
exercise price of $1.32 per share;

- an additional 1,290,000 shares of common stock reserved for issuance
under our Amended and Restated 1997 stock plan, approved by the board in
February 2000;

- 450,000 shares of common stock available for issuance under our employee
stock purchase plan approved by the board in February 2000 to be
effective upon the closing of this offering;

- 1,547,271 shares of common stock issued upon the exercise of options
between January 1, 2000 and February 11, 2000; and

- 154,557 shares of common stock issuable upon exercise of Series D
warrants.

16
<PAGE> 20

DILUTION

Our pro forma net tangible book value as of December 31, 1999 after giving
effect to the conversion of our preferred stock upon the closing of this
offering, was $14.5 million, or $0.65 per share of common stock. Pro forma net
tangible book value per share is equal to the amount of our total tangible
assets less total liabilities, divided by the pro forma number of shares of
common stock outstanding at that date. Assuming our sale of the shares offered
by this prospectus at an assumed initial public offering price of $14.00 per
share and after deducting underwriting discounts and the estimated offering
expenses payable, our pro forma net tangible book value at that date would have
been $131.0 million, or $4.20 per share of common stock. This represents an
immediate increase in pro forma net tangible book value of $3.55 per share to
existing stockholders and an immediate dilution in pro forma net tangible book
value of $9.80 per share to new investors. The following table illustrates this
dilution on a per share basis:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $ 14.00
--------
Pro forma net tangible book value per share as of
December 31, 1999......................................... $0.65
Increase per share attributable to new investors.......... 3.55
-----
Pro forma net tangible book value per share after this
offering.................................................. 4.20
--------
Pro forma dilution per share to new investors............. $ 9.80
========
</TABLE>

The following table summarizes, on a pro forma basis as of December 31,
1999, the total number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid by existing
stockholders and by new investors purchasing shares in this offering. We have
assumed an initial public offering price of $14.00 per share, and we have not
deducted estimated underwriting discounts and commissions and estimated offering
expenses in our calculations.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL GROSS CONSIDERATION AVERAGE
--------------------- ------------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- ------------- -------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders....... 22,172,995 71% $ 33,921,085 21% $ 1.53
New investors............... 9,000,000 29 126,000,000 79 $14.00
---------- --- ------------ --- ------
Total..................... 31,172,995 100% $159,921,085 100%
========== === ============ ===
</TABLE>

Assuming the exercise in full of all options and warrants outstanding and
exercisable as of December 31, 1999, the number of shares purchased by existing
stockholders would be 24,322,215, or 73% of the total of 33,322,215 shares
purchased, and the consideration paid for those shares would be $35,297,129, or
22% of the total gross consideration of $161,297,129. After this offering and
assuming the exercise in full of all options and warrants outstanding and
exercisable as of December 31, 1999 the average price per share of existing
stockholders would be reduced by $0.08 per share to $1.45 per share.

After this offering and assuming the exercise in full of all options and
warrants outstanding and exercisable as of December 31, 1999, our pro forma net
tangible book value per share as of December 31, 1999 would be $3.97,
representing an immediate increase in net tangible book value of $3.32 per share
to existing stockholders and an immediate dilution in net tangible book value of
$10.03 per share to new investors.

If the underwriters exercise their over-allotment in full, the following
will occur:

- the number of shares of common stock held by existing stockholders will
decrease to approximately 68% of the total number of shares of our common
stock outstanding; and

- the number of shares held by new investors will increase to 10,350,000
shares, or approximately 32% of the total number of our common stock
outstanding after this offering.

17
<PAGE> 21

SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The statements of operations data for each of the years ended December 31,
1997, 1998 and 1999, and the balance sheet data as of December 31, 1998 and
1999, have been derived from our audited financial statements included elsewhere
in this prospectus which have been audited by PricewaterhouseCoopers LLP,
independent accountants. The statement of operations for the years ended
December 31, 1996 and 1997 and the balance sheet data as of December 31, 1996
and 1997 have been derived from our audited financial statements not included in
this prospectus. The statements of operations data for the period from inception
(May 5, 1995) through December 31, 1995 and the balance sheet dated at December
31, 1995 have been derived from our unaudited financial statements not included
in this prospectus. Our historical results are not necessarily indicative of
results to be expected for any future period. The data presented below have been
derived from financial statements that have been prepared in accordance with
generally accepted accounting principles and should be read with our financial
statements, including the notes, and with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
prospectus.

<TABLE>
<CAPTION>
PERIOD FROM
INCEPTION
(MAY 5, 1995)
THROUGH YEAR ENDED DECEMBER 31,
DECEMBER 31, ---------------------------------------------
1995 1996 1997 1998 1999
------------- ------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenue:
Grant and collaboration................... $ 393 $ 844 $ 2,231 $ 1,353 $ 2,936
License................................... -- 460 400 -- --
Product................................... -- 20 18 -- --
-------- ------- ------- ----------- -----------
Total revenue............................... 393 1,324 2,649 1,353 2,936
-------- ------- ------- ----------- -----------
Operating expenses:
Cost of sales............................. -- 90 92 -- --
Research and development.................. 729 1,662 3,743 5,423 8,987
General and administrative................ 150 391 635 1,322 2,266
Sales and marketing....................... -- 159 179 -- --
-------- ------- ------- ----------- -----------
Total operating expenses.................... 879 2,302 4,649 6,745 11,253
-------- ------- ------- ----------- -----------
Loss from operations........................ (486) (978) (2,000) (5,392) (8,317)
Interest income (expense), net.............. 31 22 2 (130) 160
-------- ------- ------- ----------- -----------
Net loss.................................... $ (455) $ (956) $(1,998) $ (5,522) $ (8,157)
======== ======= ======= =========== ===========
Dividend related to beneficial conversion
feature of preferred stock................ -- -- -- -- (5,000)
Net loss attributable to common
stockholders.............................. $ (468) $(1,157) $(2,299) $ (6,011) $ (18,446)
======== ======= ======= =========== ===========
Net loss per common share, basic and
diluted................................... $(234.00) $(21.83) $ (4.02) $ (5.03) $ (11.85)
======== ======= ======= =========== ===========
Shares used in computing net loss per common
share, basic and diluted.................. 2 53 572 1,195 1,556
======== ======= ======= =========== ===========
Pro forma net loss per share, basic and
diluted (unaudited)....................... $ (0.64)
===========
Shares used in computing pro forma net loss
per share, basic and diluted
(unaudited)............................... 20,546
===========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities..... $ 881 $ 1,547 $ 237 $ 1,746 $ 13,729
Working capital...................................... 836 925 (702) (1,402) 12,056
Total assets......................................... 1,114 2,416 1,630 3,361 20,574
Capital lease obligations, less current portion...... 58 241 426 407 284
Loans payable, less current portion.................. -- -- -- -- 3,087
Mandatorily redeemable convertible preferred stock... 1,425 3,008 3,839 8,819 40,973
Total stockholders' deficit.......................... (455) (1,410) (3,935) (9,537) (26,492)
</TABLE>

18
<PAGE> 22

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion of the financial condition and
results of operations in conjunction with our financial statements and the notes
to those statements included elsewhere in this prospectus. This discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of many factors, including but
not limited to those set forth under "Risk Factors" and elsewhere in this
prospectus.

OVERVIEW

We were formed by a spin-off transaction from Soane Technologies, Inc.,
which was incorporated in 1991 and subsequently changed its name to 2C Optics,
Inc. We were incorporated in Delaware in 1995 under the name Soane BioSciences,
Inc. and changed our name to ACLARA BioSciences, Inc. in 1998. Since our
inception we have engaged primarily in organization and research and development
efforts related to the application of microfluidics technology to genomics and
pharmaceutical drug screening. To date, we have generated most of our revenues
from research collaborations and from government grants. Our total revenue was
$2.6 million in the year ended December 31, 1997, $1.4 million in the year ended
December 31, 1998 and $2.9 million in the year ended December 31, 1999. In each
of the last three years, three collaborators accounted for over 80% of our
revenues. Our collaborators include PE Biosystems, The R.W. Johnson
Pharmaceutical Research Institute, a subsidiary of Johnson & Johnson and
Cellomics, Inc. We have received government grants from the National Institutes
of Health, the National Institute of Standards and Technology Advanced
Technology Program, or NIST ATP, and the Defense Advanced Research Projects
Agency or DARPA.

We have invested substantial amounts in establishing our microfluidics
technologies. Since our inception we have spent over $20 million on our research
and development efforts. Over 80% of our 65 employees at February 11, 2000 were
engaged in research and development.

We have incurred significant losses since our inception. As of December 31,
1999, our accumulated deficit was $22.6 million and total stockholders' deficit
was $26.5 million. Operating expenses increased from $4.6 million in 1997, to
$6.7 million in 1998 and to $11.3 million in 1999. 1997 operating expenses
included cost of sales and marketing expenses associated with a gel product that
we discontinued in 1997. We expect to incur additional operating losses over at
least the next two years as we continue to expand our research and development
efforts and infrastructure.

Our sources of potential revenue for the next several years are likely to
be payments under existing and possible future collaborative arrangements,
government research grants and collaborations, product revenue from the sale of
LabCards, and royalties from our collaborators based on revenue received from
the sale of equipment and reagents utilizing our technology. We currently intend
to introduce our initial LabCard chip product in late 2000.

We recognize grant and collaboration revenue based on meeting certain
requirements, completing milestones as specified in the grants or contracts,
straight line over the period of certain contracts or as work is performed and
evidenced by time sheets and expense reports for certain grants. Revenue on
product sales is generally recognized upon shipment of product to the customer.
Revenue on license agreements is recognized on a straight line basis over the
life of services to be rendered under the license agreements.

We account for stock-based employee compensation arrangements in accordance
with provisions of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25") and comply with the disclosure
provisions of Statement of

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Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123").

Under APB No. 25, compensation expense is based on the difference, if any
on the date of the grant, between the fair value of our stock and the exercise
price. SFAS No. 123 defines a "fair value" based method of accounting for an
employee stock option or similar equity instrument. The pro forma disclosures of
the difference between compensation expense included in net loss and the related
cost measured by the fair value method are presented in the financial statements
included elsewhere in this Prospectus.

We account for equity instruments issued to non-employees in accordance
with the provisions of SFAS 123 and Emerging Issues Task Force Issue No. 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services."

In connection with the grant of stock options to employees, we recorded
deferred stock compensation of approximately $6.1 million in fiscal year 1999
and $0 and $1.7 million in the fiscal years ended December 31, 1997 and 1998
respectively. These amounts were recorded as a component of stockholders' equity
and are being amortized as charges to operations over the vesting period of the
options using the straight line method. The vesting period of the options is
generally four years. We recorded amortization of deferred compensation of
approximately $979,000 for fiscal year 1999 and $0 and $286,000 for the fiscal
years ended December 31, 1997 and 1998 respectively to the appropriate operating
expense categories. The amortization expense relates to options awarded to
employees in all operating expense categories.

RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

Total Revenue. Our total revenue for 1997, 1998 and 1999 was $2.6 million,
$1.4 million and $2.9 million, respectively. The decrease from 1997 to 1998 was
due to a decline in revenue from Johnson & Johnson from $1.2 million in 1997 to
$600,000 in 1998, the elimination of license revenue from Hitachi Chemical for
use of our technology, and the discontinuance of our gel product. The increase
from 1998 to 1999 was due to additional revenue from the high throughput drug
screening development program, additional revenue from the DARPA contract, and
revenue from the NIST ATP grant. In 1999, all our revenue came from three
sources: our collaborative agreements with PE Biosystems and Johnson & Johnson,
our research and development contract with DARPA, and our grant from NIST ATP to
develop LabCard systems from nucleic acid sample processing.

Research and Development. Research and development expenses increased from
$3.7 million in 1997 to $5.4 million in 1998 and $9.0 million in 1999. The
increase was due to increased staffing and other project and personnel related
costs. Of the increase from 1997 to 1998, $122,000 related to stock-based
compensation expense. Of the increase from 1998 to 1999, $441,000 related to
stock-based compensation. We expect to continue to devote substantial resources
to research and development, and we expect that research and development
expenses will continue to increase on an absolute dollar basis.

General and Administrative. General and administrative expenses increased
from $635,000 in 1997 to $1.3 million in 1998 and $2.3 million in 1999. The
increases were due to increased staffing and personnel related costs incurred to
manage and support our growth. Of the increase from 1997 to 1998, $164,000
related to stock-based compensation expense. Of the increase from 1998 to 1999,
$253,000 related to stock-based compensation expense. We expect that our general
and administrative expenses will increase in absolute dollar amounts as we
expand our human resources and accounting staff, add infrastructure and incur
additional

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costs related to being a public company, including directors' and officers'
insurance, investor relations programs and increased professional fees.

Cost of Sales and Sales and Marketing Expenses. Our cost of sales and sales
and marketing expenses in 1997 were related to a gel product which was
discontinued in 1997.

Net Interest Income (Expense). Net interest income (expense) represents
income earned on our cash and cash equivalents and short term investments, and
interest paid on bridge loans and capital leases. Net interest income was $2,000
in 1997, net interest expense was $130,000 in 1998, and net interest income was
$160,000 in 1999. The change from 1997 to 1998 was due to the timing of interest
expense payments on bridge loans. The change from 1998 to 1999 was due to higher
average cash balances related to the closings of our preferred stock equity
financings.

Income Taxes. We incurred net operating losses in 1997, 1998 and 1999 and
consequently we did not pay any federal, state or foreign income taxes. As of
December 31, 1999, we had federal net operating loss carryforwards of
approximately $15.9 million and California net operating loss carryforwards of
approximately $10.1 million. We also had federal research and development tax
credit carryforwards of approximately $441,000 and California research and
development tax credit carryforwards of approximately $432,000. If not utilized,
the net operating losses and credit carryforwards will expire at various dates
beginning in 2000 through 2015. Utilization of the net operating losses and
credits may be subject to a substantial annual limitation due to the change of
ownership provisions of the Internal Revenue Code of 1986, as amended, and
similar state provisions. The annual limitation may result in the expiration of
net operating losses and credits before utilization. See Note 11 of Notes to
Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our operations primarily through private
placements of preferred stock totaling $32.2 million, short term loans from the
landlord of our Mountain View facility and under an equipment financing line of
credit totaling $4.4 million, capital leases totaling $1.5 million, research and
development funding from collaborators and government grants. As of December 31,
1999, we had $10.2 million in cash and cash equivalents, $3.5 million in short
term investments, and $1.3 million available under an equipment financing line
of credit.

The equipment financing line of credit allows us to borrow up to $5.0
million for leasehold improvements and the purchase of equipment. As of February
11, 2000, we have borrowed a total of $3.7 million under the agreement. The
loans bear interest of 13.4% to 13.6% and are repaid in 42 to 48 monthly
installments. If we were to default in the payment of principal or interest on
any indebtedness of $50,000 or the performance of any agreement related to such
loan, we would be in default on this loan agreement. The loan agreement with the
landlord of the Mountain View facility allowed us to borrow $663,000 for
leasehold improvements at an interest of 8.5%. The maturity date of the note is
July 1, 2009.

Financing activities provided cash of $672,000, $6.4 million and $23.2
million in 1997, 1998 and 1999, respectively. These amounts represents the net
proceeds we received from the sale of preferred stock and common stock. In
December 1999, we closed a preferred stock financing round that raised $5.0
million. 1,241,723 shares of preferred stock were purchased by Asea Brown
Boveri, Inc. (ABB) for $4.03 per share. We intend on entering into a research
and development collaboration with ABB in early 2000.

Our operating activities used cash of $1.9 million, $4.8 million and $6.2
million in 1997, 1998 and 1999, respectively. Uses of cash in operating
activities were related to our funding of net operating losses offset by receipt
of funding collaborators and government grants.

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Additions of property and equipment were $554,000, $376,000 and $4.7
million in 1997, 1998 and 1999, respectively. We expect to continue to make
significant investments in the purchase of property and equipment to support our
expanding operations.

We believe that the net proceeds from this offering, together with our
current cash balances and funding received from collaborators and government
grants will be sufficient to satisfy our anticipated cash needs for working
capital and capital expenditures for at least the next 12 months. After that
time, we cannot be certain that additional funding, if required, will be
available in acceptable terms, or at all. We may raise additional funds through
public or private financing, collaborative relationships or other arrangements.
Further, any additional equity financing may be dilutive to stockholders, and
debt financing, if available, may involve restrictive covenants. Our failure to
raise capital when needed may harm our business and operating results. Our
capital commitments for the next 12 months, including lease payments, loan
payments, planned tenant improvements, and planned equipment purchases, are
estimated to be $6.1 million.

DISCLOSURE ABOUT MARKET RISK

Our exposure to market risk is currently confined to our cash and cash
equivalents which have maturities of less than three months, and our short-term
investments which have maturities of less than one year. We maintain an
investment portfolio of commercial paper and U.S. Corporate bonds. The
securities in our investment portfolio are not leveraged, are classified as
available-for-sale and are, due to their short-term nature, subject to minimal
interest rate risk. We currently do not hedge interest rate exposure. Because of
the short-term maturities of our investments, we do not believe that an increase
in market rates would have any significant negative impact on the realized value
of our investment portfolio but may negatively impact the interest expense
associated with our long-term debt.

YEAR 2000 ISSUES

We did not experience any significant problems associated with Year 2000
issues, and we are not aware that any of our vendors or suppliers experienced
any such problems.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Financial
Instruments and for Hedging Activities," which will be effective for our fiscal
year 2001. This statement establishes accounting and reporting standards
requiring that every derivative instrument, including certain derivative
instruments embedded in other contracts, be recorded on the balance sheet as
either an asset or liability measured at its fair value. The statement also
requires that changes in the derivative's fair value be recognized in earnings
unless specific hedge accounting criteria are met. SFAS 133 is not anticipated
to have a significant impact on our operating results or financial condition
when adopted, since we currently do not engage in derivatives or hedging
activities.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," or
SAB 101, which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies. The Company's
revenue recognition policy is in compliance with provisions of SAB 101.

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BUSINESS

OVERVIEW

We believe we are a leading developer of microfluidics, or lab-on-a-chip,
technology and have access to the wide range of technology and intellectual
property required to broadly address the markets for genomics, or RNA and DNA
analysis, and pharmaceutical drug screening. We believe we have broad access to
the genomics market by combining our technology with the intellectual property
and market position of our strategic collaborators, in particular, PE
Biosystems. We are combining our proprietary microfluidics technology with our
partners' technologies, including analysis methods, instrumentation and
software, and reagents, or chemicals which are added to a sample to perform a
measurement. We also plan to use the marketing, sales and distribution strengths
of our current and future partners to successfully commercialize our products.
We are also developing products to address the pharmaceutical drug screening
market and we believe our technologies have applications across other
industries, including chemical processing, environmental and food testing and
clinical diagnostics.

INDUSTRY BACKGROUND

Life science research has been undergoing a transition in recent years to
large-scale experimentation, where a single project can require hundreds or
thousands of measurements. Two fields that exemplify this trend are genomics and
pharmaceutical drug screening. Researchers engaged in these fast growing areas
need new and improved analytical systems that provide at least a ten-fold
increase in the amount of data gathered as well as enhanced accuracy in the
measurement of this data. To gain market acceptance, new products and systems
also need to offer these benefits at attractive cost levels.

GENOMICS

Genomics is the analysis of nucleic acids, which are the fundamental
regulatory molecules of life. Nucleic acids take two forms, DNA and RNA. These
molecules contain and convey the instructions that govern all cellular
activities, including protein manufacture and cell reproduction. DNA and RNA
consist of linear strands of nucleotide bases, commonly known as A's, G's, T's
and C's, the specific sequences of which constitute the genetic information in
the cell. The unique genetic blueprint for all living organisms, from bacteria
to human beings, is encoded in the DNA. The entire DNA content of an organism is
known as its genome, which is organized into functional units called genes. For
a cell to read the genetic blueprint, the genetic information encoded in the DNA
must first be copied to a specific type of RNA called messenger RNA or mRNA. The
mRNA transmits this information throughout the cell and acts as the template for
protein production. Proteins carry out the cellular functions encoded in the RNA
copy of the DNA. Any defect or mutation in the sequence of nucleotide bases in
the DNA or RNA can disrupt cell or protein function and lead to disease.

Genomics has created opportunities to fundamentally alter the field of
human medicine through the discovery and development of novel drugs and an
improved ability to diagnose and manage disease. Interest in understanding the
relationships between genes and disease has generated a worldwide effort to
identify and sequence the genes of many organisms, including the approximately
three billion nucleotide pairs and the estimated 100,000 genes within the human
genome. Once researchers identify the genes and their nucleotide sequences, we
anticipate that an understanding of the specific function of each of these genes
and the role that different genes play in disease will require many years of
additional research. Genomics also has applications in fields outside of human
health care. For example, an improved understanding of plant and animal genomes
will help to improve yields and productivity in the agriculture and
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livestock industries. The analysis of nucleic acids is also becoming
increasingly important for industrial applications such as the testing of food,
water and air.

The methods of analysis in the field of genomics generally fall into one of
three major categories:

- DNA Sequencing. DNA sequencing is the process of determining the linear
order of nucleotide bases in a DNA fragment.

- Genotyping. Genotyping refers to the identification of common variations
in a sequence of DNA within a particular genome.

- Gene Expression Analysis. Gene expression analysis involves measuring the
expression of one or more genes in a specific cell or tissue.

Researchers today are utilizing all of these genomic analysis methods to
understand genes, their function and genetic variability.

DNA SEQUENCING

DNA sequencing is the process of determining the linear order of nucleotide
bases in a strand of DNA and is performed with a laboratory instrument called a
DNA sequencer. DNA sequencers use a technique known as electrophoresis, which
uses an electric current to separate DNA molecules by size. This technique is
also known as electrophoretic separation. In a DNA sequencer, the electric
current causes smaller DNA molecules to move rapidly and larger DNA molecules to
move more slowly. This enables the separation and ordering of complex mixtures
of DNA molecules according to size, and thus allows the identification of the
order of nucleotide bases.

Prior to beginning the DNA sequencing process, researchers must prepare the
DNA samples. Preparation of a DNA sample for analysis includes manual and
time-consuming laboratory processes such as centrifugation, filtration,
measuring, mixing and dispensing. We believe that sample preparation currently
represents a major component of the time, labor and cost in sequencing. In
addition, the manual nature of these steps renders sample preparation prone to
human error, which can compromise the quality of information obtained from the
sample. We believe that integration and automation of these complex steps in a
miniaturized format would significantly reduce the costs of sample preparation
and improve data quality.

After sample preparation, researchers analyze samples using one of the two
leading types of DNA sequencers: gel-based sequencers and capillary array
sequencers.

Gel-Based Sequencers. Until recently, all DNA sequencers used thin gels
layered between two glass plates for performing electrophoresis. The throughput
of a DNA sequencer is the number of DNA samples processed by the sequencer in a
given amount of time. Throughput is determined by the time required for the
electrophoretic separation and the number of DNA samples processed at one time.
With early-generation DNA sequencers, the electrophoresis separation required 12
hours or longer and was limited to only 24 samples at a time. Advanced
generations of gel-based sequencers have reduced this separation time to
approximately four hours and have allowed up to 96 samples to be processed at
one time. While the throughput has increased with successive generations of
gel-based sequencers, a significant amount of labor is still required to operate
a gel-based sequencer. The labor involved in gel-based sequencers includes the
time consuming tasks of preparing a new gel for each separation, loading each
DNA sample onto the gel and cleaning the system after each separation.

Capillary Array Sequencers. In recent years, a number of companies have
introduced a new generation of DNA sequencers, based on capillary
electrophoresis. With capillary
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electrophoresis, each DNA sample is separated within a capillary, which is a
small glass tube with the diameter of a human hair. In capillary array
sequencers, up to 100 capillaries are bundled together to process many DNA
samples simultaneously. Capillary array sequencers automate many of the
labor-intensive steps in gel electrophoresis and provide significant
improvements in operational efficiency. The time required for electrophoresis in
a capillary array sequencer, however, is similar to that of current gel-based
sequencers.

We believe that advances in the performance of DNA sequencers have helped
to rapidly expand the market for sequence information. In particular, the
throughput of DNA sequencers has increased significantly over the last decade.
This increase in throughput, along with improved automation, has substantially
reduced the cost per unit of information obtained from DNA sequencers. These
advances have enabled researchers to undertake large-scale sequencing projects
that otherwise may not have been pursued. These include numerous projects
underway to sequence entire genomes, including the human genome and various
microbial, plant and animal genomes.

Despite these advances in DNA sequencing technology, further improvements
are required. Sequencing all of the DNA in a complex genome is a massive
undertaking and, despite recent increases in throughput, requires up to hundreds
of sequencers running in parallel for months or even years. In addition, the
initial sequence of a genome typically contains errors which then require
additional sequencing to correct. To characterize the genetic diversity of an
organism, researchers will need to sequence the genomes of many individuals and
compare these sequences to identify differences. We also believe that
researchers will want to sequence the genomes of more organisms as the cost of
sequencing decreases. In summary, we believe that the demand for DNA sequencing
will continue to grow.

GENOTYPING

Genotyping is the process of analyzing locations within a genome where
variations in a gene sequence, or genetic polymorphisms, are known to exist.
Genetic polymorphisms play a role in an individual's susceptibility to disease
and response to drugs. One type of polymorphism is a single nucleotide base
variation, commonly referred to as a single nucleotide polymorphism, or SNP.
Other types of variations involve changes in the length of simple repeating
sequences and insertions or deletions of one or more bases at a particular
location.

SNPs are the most common type of genetic variation. There are an estimated
three to ten million SNPs in the human genome. While only a small fraction of
human SNPs have been identified to date, we expect this number to increase
dramatically during the next few years. For example, the SNP Consortium is a
group of drug companies and public entities who are working together to discover
300,000 SNPs and contribute their findings to public databases. Numerous other
individual companies have initiated programs to identify large numbers of human
SNPs.

As more and more SNPs are identified, a new market is emerging for high
throughput SNP genotyping. The simple identification of a SNP does not indicate
whether or how it may relate to human health. To relate SNPs to disease or drug
response, SNPs must be measured, or typed, in hundreds or thousands of people
and correlated with clinical data describing the physical or mental health of
those individuals. The emerging SNP genotyping market includes at least two
segments:

- Disease Association Studies. Disease association studies involve
measuring specific sets of SNPs in healthy and diseased individuals to
identify SNPs as markers for disease susceptibility and resistance. These
studies could help researchers identify individuals who are at risk for
such diseases as cardiovascular disease, hypertension, diabetes and
cancer, and accelerate the discovery of new pharmaceuticals for these
diseases. A single

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association study may involve typing up to 100,000 or more SNPs in
thousands of individuals, requiring hundreds of millions of measurements.

- Pharmacogenomics. Pharmacogenomics is the study of how individual genetic
makeup influences drug response. The benefits of this knowledge include
the potential for streamlining clinical trials by targeting a candidate
drug to a specific responsive genotype, reducing both the cost and time
of drug development. An additional benefit is the potential for tailoring
drug prescriptions by genetic profile to maximize efficacy and minimize
toxic side effects. Similar to disease association studies, a single
clinical trial may require typing up to 100,000 or more SNPs in thousands
of individuals.

Existing genotyping technologies do not provide the throughput, automation
or economy needed for high throughput SNP analysis. Currently, the two leading
techniques for SNP analysis are hybridization microarrays and enzyme detection
methods.

- Hybridization Microarrays. Hybridization microarrays are flat chips which
have different DNA fragments, or probes, located in known positions on
the chip surface. Microarrays allow many SNPs to be measured at the same
time on one DNA sample. This process of measuring multiple SNPs on one
sample is called multiplexing. Researchers can only analyze one DNA
sample on each microarray. Thus, microarrays offer a high degree of
multiplexing but provide low sample throughput.

- Enzyme Detection. Enzyme detection methods involve mixing a DNA sample
with a specific enzyme and a DNA fragment of known sequence called a
probe. There is one probe specific for each SNP to be typed, and a signal
generated during this reaction indicates the presence of a particular
SNP. Researchers can perform these measurements in parallel using the
current standard, microwell plates. Microwell plates are rectangular
plastic plates which are roughly the size of a human hand and contain a
number of small wells, each of which functions as a test tube. One
advantage of this approach is that researchers can analyze different DNA
samples in parallel on the same microwell plate. It is usually possible,
however, to measure only a single SNP in each well. Thus, the overall
throughput of enzyme methods is relatively low.

Neither microarrays nor enzyme methods are ideal for high throughput SNP
genotyping, where researchers need both high sample throughput and multiplexing
capability, or the ability to measure multiple SNPs for each sample. We believe
that new technologies are needed to meet the growing needs of this emerging
market segment.

GENE EXPRESSION ANALYSIS

Gene expression analysis involves measuring the extent to which specific
genes are expressed within a cell. A primary application of this process is
differential gene expression analysis, where researchers compare the genes
expressed in healthy and diseased samples to identify specific genes involved in
a particular disease process. Another common application involves measuring a
change in expression of certain genes when researchers add drug candidates to
cells. As researchers identify more genes from the genome sequencing projects,
we expect the market for expression analysis technologies to grow significantly.

The current leading technologies for gene expression analysis are the same
as those previously described for genotyping. Researchers can use hybridization
microarrays to monitor thousands of genes at the same time, but this approach is
only feasible for relatively small numbers of samples, because only one DNA
sample can be analyzed per individual microarray. Conversely, researchers can
apply enzyme detection methods to large sample sets, but with that approach may
measure only a single gene in each well of a microwell plate. We believe neither
of these approaches is suitable for measuring large numbers of genes over large
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numbers of DNA samples, as the testing of pharmaceutical drug candidates
requires. We believe that a technology that could provide this capability would
find rapid acceptance in the marketplace.

PHARMACEUTICAL DRUG SCREENING

The genomics revolution is providing pharmaceutical researchers with a
dramatic increase in the number of potential drug targets. A drug target is a
molecule, usually a protein, which plays a role in a disease process and which
researchers believe is a target for intervening in the disease process. In their
search for new drugs, pharmaceutical researchers test many chemical compounds to
determine whether they interact with drug targets. These researchers typically
have large collections of chemical compounds to test against potential drug
targets. In addition, in recent years pharmaceutical researchers have been
vastly expanding the size of compound collections they use to screen against new
drug targets. As a result, researchers require new laboratory technologies
capable of screening increasingly large compound collections against an
increasing number of drug targets in a cost-effective, automated and rapid
manner. The market segments related to pharmaceutical drug screening are:

- Assay Development. During the process of assay development, researchers
develop methods for measuring the interaction of chemical compounds with
specific drug targets.

- Primary Screening. Primary screening involves testing entire compound
collections against a drug target to identify "hits," or those compounds
which exhibit activity against a drug target.

- Secondary Screening. Secondary screening includes performing follow-up
testing to validate hits identified in primary screening and further
characterize their feasibility as a drug.

ASSAY DEVELOPMENT

To screen a compound collection against a new drug target, a researcher
must develop a test, or assay, for measuring whether particular chemical
compounds in the library interact with the drug target in a certain manner. The
type of assay selected depends on the drug target under investigation and the
type of information being sought. Researchers design some assays to measure
whether and how tightly a compound binds to a drug target, such as the binding
of a drug to a protein. Other assays are designed to measure whether and to what
degree a compound reduces the biological activity of a drug target, such as the
activity of an enzyme. In other cases, researchers test compound collections
against living cells and measure a particular cellular response, such as a
change in expression level of one or more genes.

Current assay development methods are time consuming, taking from weeks to
months, and are labor intensive, largely due to the need to measure a particular
molecule within a mixture of many different components. In addition, current
technologies for performing assays provide only a fraction of the information
needed for selecting potential drug candidates. For example, existing
technologies only allow researchers to measure a single gene at one time for the
purposes of monitoring gene expression. Existing detection methods also
typically require preparation of reagents in a highly purified form, which
requires additional time and labor.

PRIMARY SCREENING

Primary screening involves performing an identical test on each compound in
a large collection to identify hits. Based on the size of most compound
collections today, primary screening can involve hundreds of thousands of
individual measurements against a single drug

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target. The time, expense and labor required to conduct a primary screen
currently limits the number of screens that pharmaceutical researchers perform,
and thereby limits their opportunities for discovering new drugs.

A major element of cost in primary screening comes from the amount of
chemical and biochemical reagents, including the drug target, required to
perform large numbers of assays. The amount of reagents required is related to
the total number of measurements and the volume of each measurement. Because of
the high cost and the limited availability of many reagents, researchers have
attempted to reduce the total consumption of reagents by reducing the volume of
each measurement from hundreds of microliters down to three to five microliters.
A microliter is one millionth of a liter. The success of these efforts, however,
has been limited by the effects of evaporation on small sample volumes, the
sensitivity of existing detection methods and the difficulty of delivering small
volumes of reagents to microwell plates with speed and precision. For example, a
volume of one microliter can evaporate from an open well in a few minutes, and
even a small amount of evaporation reduces the reliability and precision of a
measurement. Furthermore, the detection capability of many assay methods becomes
less sensitive as the test volume is reduced. Researchers can improve
sensitivity by increasing the concentration of reagents. This conflicts,
however, with the objective of reducing reagent consumption. Due to these
difficulties in reducing assay volumes, we believe that researchers still
perform most assays in primary screening in volumes ranging from tens to
hundreds of microliters. We believe that a reduction in assay volumes would
allow researchers to investigate more drug targets and perform primary screens
using larger compound collections.

SECONDARY SCREENING

Secondary screening involves performing a variety of measurements on each
hit identified in a primary screen. While the number of compounds under
investigation is smaller than in primary screening, the number and diversity of
measurements performed on each compound is much larger. The purpose of these
measurements is to verify and further characterize the biological activity of
each hit. For example, researchers may test each hit against the drug target at
different concentrations to determine its potency. Also, each hit may be tested
against multiple enzymes to identify activity against any of these enzymes.
Current technologies typically measure only a single data point at a time, such
as the activity of one compound on a particular enzyme, limiting the efficiency
and economy of secondary screening, as well as the efficiency of overall
pharmaceutical research.

THE ACLARA SOLUTION

We are developing a family of products for genomics and pharmaceutical drug
screening based on our advanced, lab-on-a-chip technology. We believe that our
designs for microfluidic chips will enable researchers to perform chemical and
biological measurements rapidly in a miniaturized, automated format. Our
approach employs chips produced from plastic materials, in which electric
current is used to move liquids through interconnected channels on the chip
surface. Our microfluidics technology enables the accurate measurement,
dispensing and mixing of volumes many times smaller than what researchers
commonly use. In this manner, we can precisely manipulate a variety of fluids,
including those that contain whole cells, cell fragments or magnetizable
particles, using computerized controls with no moving parts or valves. As a
result, we believe researchers can perform large, complicated experiments faster
and with greater accuracy than with existing systems, and at a reduced cost.

We enhance the power of our microfluidic chips with proprietary reagents,
chemicals which are added to a sample to perform a measurement. We believe the
combination of our chips and proprietary reagents will provide more information
content per measurement, at a higher quality,

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than currently available technology. We expect that researchers will use our
chips and reagents in combination with instruments that we co-develop with our
partners. These instruments apply reagents and samples to the chips, control the
fluid flow within the chips, make optical measurements during an experiment and
utilize specialized software to collect data. For high throughput applications,
we are designing chips with multiple networks of microchannels in order to
analyze many samples in parallel. We intend to commercially introduce our
initial microfluidic product, the Oasis LabCard chip, in late 2000.

We believe that we are the only microfluidics company with access to the
wide range of technology and intellectual property needed to address multiple
segments of the genomics market, including DNA sequencing, genotyping and gene
expression analysis. Our technology integrates capillary electrophoresis, a high
performance analytical technique, with microfluidic technology in either plastic
or glass chips. We have developed chips that are capable of analyzing many
samples simultaneously, commonly referred to as parallel processing. We are
initially focusing on market opportunities where parallel processing is a major
advantage. These opportunities include high throughput DNA sequencing and high
throughput screening of pharmaceutical drug candidates. We believe that these
applications offer the potential for generating recurring revenues from
microfluidic LabCard chips and reagents.

KEY BENEFITS OF OUR PRODUCTS

- Greater Flexibility in Chip Design and Use. We produce most of our chips
using plastic materials and proprietary manufacturing processes. While we
are able to produce our chips in glass when desirable, we believe that
our plastic chips offer substantial technical, commercial and customer
advantages over glass chips in most applications. For example, we can
make our chips with a broader range of functionality, size, thickness and
format than we believe is possible with glass chips. This design
flexibility provides us with significant latitude in developing chips for
different applications and performance levels. In addition, we believe
that we will be able to manufacture our plastic chips at a significantly
lower cost than possible with glass chips. We expect to provide our chips
as single-use disposables in most applications. When a chip is used only
one time, there is no possibility of carryover of sample or reagents from
one measurement to the next. We believe that this avoidance of carryover
will be a significant advantage of our single-use chips over multi-use
glass chips in applications such as pharmaceutical drug screening.

- Higher Throughput and Avoidance of Cross-Contamination. We have designed
chips called microfluidic array chips, that contain multiple fluidic
networks arranged in a grid or array format. Each fluidic network
performs a measurement on a different sample simultaneously. This
capability, known as parallel processing, provides two major advantages.
The first advantage is higher sample throughput, which results from
performing measurements on many samples at the same time. We believe that
the higher throughput provided by our chips will be a significant benefit
in applications such as DNA sequencing and SNP detection. The second
advantage is that each measurement is performed in a separate fluidic
network, thereby avoiding the potential for cross-contamination of
different reactions on the same chip. We believe that avoiding cross-
contamination will be a key benefit of our chips in applications such as
pharmaceutical drug screening.

- Greater Information Content. In many applications, our LabCard chips and
proprietary reagents enable researchers to perform high content
measurements, allowing them to obtain more information from each
measurement than is currently possible with microwell plates. For
example, we can detect many different SNPs or genes in a single reaction,
whereas microwell plates typically allow the detection of only a single
SNP or gene in each reaction. Our microfluidic array chips integrate
these high content measurements
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with parallel processing, thereby providing an enhanced combination of
high throughput and multiplexing in applications such as gene expression
analysis and SNP detection.

- Faster Analysis. Our LabCard chips allow researchers to perform most
measurements faster than with conventional instrument systems. For
example, we can determine the sequence of a DNA strand in less than 20
minutes on our LabCard chips. A similar experiment often requires over
two hours on a capillary array DNA sequencer. In some applications, our
chips allow researchers to perform measurements 100 times faster than
with conventional systems. We can separate a mixture of DNA fragments in
a genotyping application in less than one minute, for example, compared
to two hours on a conventional instrument.

- Increased Efficiency and Higher Data Quality. Most laboratory analyses
involve a number of instruments and require the movement of fluids and
reaction components from one instrument to the next. The integrated
fluidic circuitry of our chips allows researchers to perform multiple
experimental operations in sequence on a chip. This fluidic
microcircuitry is made up of interconnected microchannels, through which
fluids and other materials are pumped using electric current, monitored
and controlled by computer. By reducing the number of human intervention
points, our LabCard chips reduce the potential for variability and error
and increase the data quality. For example, we are designing microfluidic
chips to miniaturize and integrate the multiple sample preparation steps
required prior to DNA sequencing.

- Reduced Reagent Cost. Because our chips perform measurements on very
small volumes of material, smaller amounts of sample and reagents are
consumed. For example, many of our products are designed to allow
measurements in as small as one-thousandth the volume typically used in a
microwell plate.

OUR STRATEGY

We believe that we are the only microfluidics company currently having
access to the wide range of technology and intellectual property required to
develop microfluidic systems for major segments of the genomics market. We have
obtained this access by combining our proprietary technology with that of our
strategic partners, in particular, PE Biosystems. Our objective is to be the
leading provider of microfluidic chips to large, fast-growing market segments.
Key elements of our strategy include:

- Targeting Our Products Toward High Throughput, High Value
Applications. We have targeted our products to applications that involve
large numbers of tests and where the information sought is of high value
to customers. These applications include DNA sequencing, genotyping, gene
expression analysis and pharmaceutical drug screening.

- Partnering With Industry Leaders For Instrument Development,
Manufacturing and Commercialization. We intend to leverage the
instrumentation, software and chemistry expertise of our partners, such
as PE Biosystems and Packard BioScience Company, to accelerate the
development of integrated, microfluidics-based systems. We also plan to
use the marketing, sales and distribution strengths of our partners to
successfully commercialize our products. We plan to focus on our core
capabilities, including the development and manufacture of plastic
LabCard chips and related assay technology. We believe that strategic
relationships with partners who have strong existing market positions and
development track records will speed product adoption, maintain high
barriers to entry and reduce our research and development risk and
capital outlay.

- Leveraging Our Intellectual Property With That of Our Partners. As of
December 31, 1999, we had 15 issued U.S. patents, 36 U.S. patent
applications and a total of 76 patents and
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patent applications owned or licensed. These patents and applications
cover patents and applications worldwide that relate to our core
microfluidics technology, genetic analysis and biochemical assay methods,
instrument system design, chip-to-system interface and plastic-based
LabCard chip technology. In addition, some of the primary applications
for lab-on-a-chip technology require access to intellectual property
owned by other companies. For example, PE Biosystems controls a
significant amount of intellectual property related to DNA sequencing and
other genomics applications. Our partnership with PE Biosystems enables
us to develop products for these applications that benefit from the
combined intellectual property of the two companies.

- Generating Recurring, High Margin Revenue. We intend to sell our chips
through our partners, often as part of a dedicated instrument system, and
to generate substantial recurring revenue from the sales of LabCard chips
and reagents. In most applications for our products, including
pharmaceutical drug screening, we are developing single-use disposable
LabCard chips. We have made significant investments in developing cost-
effective processes for the manufacture of plastic LabCard chips in order
to increase our potential margins. Finally, we also expect to receive
royalties on the sale of instruments by our partners.

- Enhancing the Value of LabCard Systems by Integrating Proprietary
Reagents. We intend to enhance the value and market position of our
LabCard products with proprietary reagents and analysis methods developed
by us and by our strategic partners. We believe that our novel reagents
and analysis methods enhance the benefits of lab-on-a-chip technology in
many applications. In addition, our researchers have demonstrated that we
can dehydrate reagents on the LabCard chips and subsequently reconstitute
them without loss of efficacy, potentially enabling the sale of chips
pre-loaded with reagents. We believe this total solution approach,
combining high value reagents with LabCard chips and co-developed
instrument systems, will provide additional benefits to customers and
result in greater revenue for us.

OUR TECHNOLOGY

We pioneered the technology for using electric currents to move liquids
through interconnected channels on chips. These liquids may contain various
materials, including chemical reagents, whole cells, cell fragments or
magnetizable particles that researchers manipulate using computerized control
with no moving parts or valves. We believe we are a leading developer of plastic
chips for lab-on-a-chip applications, and we have developed several processes
for producing these plastic chips. The primary elements of our technology
platform are described below.

MICROFLUIDICS

In a patent application filed in February 1990, one of our co-founders
disclosed the fundamental invention of moving fluids through interconnected
channels on chips using electric currents. This original microfluidics patent
application resulted in a series of issued and pending patent applications, all
of which are assigned to us.

We discovered that using electric currents to move fluids through small
channels provides improved precision, greater flexibility and more functionality
than other more common approaches, such as pressure. By applying electric
currents along channels, we generate two types of flow: electrophoresis and
electro-osmosis. Electrophoresis is the movement of charged molecules through
the bulk fluid in the channels. Electro-osmosis results in the movement of the
bulk fluid itself. Thus, electro-osmosis can act as an electronic pump for
moving all of the fluid

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in a channel. The direction and speed of the flow is determined by the nature of
the channel material, the bulk fluid and the magnitude and direction of the
electric field.

We have developed chip designs for performing numerous operations using our
proprietary technology for moving fluids through channels with electric
currents. These operations include, at microscopic dimensions, mixing different
fluids, measuring and dispensing small amounts of a particular fluid into a
channel and separating mixtures of different molecules, such as DNA molecules,
into separate fractions. We have also developed chip designs for integrating
many of these individual operations together in a microfluidic circuit.

We can manipulate extremely small volumes of liquid with high precision
using our microfluidic technology. For example, we can measure and dispense less
than a nanoliter, or one-billionth of a liter, with better than 99% precision.
We have performed biochemical assays, such as enzyme reactions, in nanoliter
volumes with no loss in performance or reproducibility compared to assays
performed in test tubes. We can separate mixtures of different molecules into
individual components up to 1,000 times faster than with conventional
electrophoresis systems, without any loss in performance.

MICROFLUIDIC ARRAYS

We have designed chips that contain multiple fluidic networks, where the
networks are arranged in a grid, or array, format. Each network in an array
performs a measurement on a different sample. In this way, we can perform
measurements on many samples at the same time. In addition, our arrays keep each
sample separated from the other samples, thereby avoiding cross-contamination.

We have developed a variety of microfluidic array designs. These designs
involve variations in the density of fluidic networks in the array, as well as
the functionality and specific layout of channels in each network. This
flexibility allows us to design LabCard products for different applications and
throughput requirements. For our initial products, we expect a single chip, or
microfluidic array, to contain 16 to 96 fluidic networks. We are designing chips
with higher densities of fluidic networks for later generation products. The
physical dimensions of our chips vary and are designed to optimize the
integration of a particular chip with its corresponding instrument. Many of our
chips are similar in size to microwell plates, which we believe will accelerate
their adoption in the marketplace since many existing laboratory processes are
standardized around microwell plates.

We expect our initial products to use two-dimensional arrays, in which all
of the fluidic networks are on one surface. We are also developing
three-dimensional microfluidic arrays, where multiple two-dimensional arrays are
layered together, with fluid connections between the layers. We expect that
these multilayered, three-dimensional arrays will enable us to further increase
the number and complexity of operations that we perform on a single chip.

ADVANCED MATERIALS AND CHIP FABRICATION TECHNOLOGY

We have developed a substantial base of proprietary technology and
expertise for making microfluidic chips in plastic materials. This proprietary
technology base includes the specific plastic materials used in our chips,
processes we use to make our chips, and processes we use to engineer the surface
properties of our chips. While we are able to produce our chips in glass when
desirable, in most situations we believe that our plastic chips provide
significant technical and commercial advantages over glass chips. For example,
we can make our plastic chips in a broader range of sizes and thicknesses than
possible with glass chips. We can also make our chips in long rolls of flexible
film, which is not possible with glass chips. We believe that the design
flexibility afforded by our plastic chips enables us to better address the needs
of

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different applications than would be possible with glass chips. In addition, we
believe that we will be able to commercially produce our plastic chips at a
significantly lower unit cost than would be possible with glass chips.

In many applications, our plastic chips will be provided as single-use
disposables. This single-use feature will avoid the potential for carryover,
which can occur when the same well or chamber is re-used from one assay to the
next. We believe that the ability of researchers to avoid carryover using our
single-use chips will be important in applications such as pharmaceutical drug
screening.

We have adapted manufacturing techniques from the CD-ROM industry and
further developed these methods for making plastic microfluidic chips. The first
step in making a plastic chip is generating a master mold. One side of this mold
has a surface that contains a pattern of interconnected ridges. The next step,
called replication, involves imprinting the pattern of interconnected ridges
into a plastic sheet, forming a corresponding pattern of interconnected
channels. A single mold can be used to replicate the same channel pattern into
plastic thousands of times, with no deviation from the original chip. A cover
sheet is then bonded, or laminated, on top of the base sheet containing the
channels. This method of production is highly precise and cost effective.

We are also developing a proprietary, continuous reel process for making
plastic chips, which we expect will further reduce costs as our production
volumes grow. In this process, the master surface containing the pattern of
ridges is a thin, flexible sheet of metal that is wrapped around a circular
drum. We then roll a continuous sheet of plastic across this drum to replicate
the channel patterns onto the moving plastic sheet. The continuous sheet can
then be cut into individual chips or used as a continuous roll.

CHEMISTRY AND APPLICATIONS

We believe that we are a leader in developing and demonstrating biological
experiments on plastic microfluidic chips. We have miniaturized and integrated a
wide variety of experiments on our plastic chips, including DNA sequencing, SNP
detection, gene expression analysis, enzyme activity measurements and
immunoassays. We believe that this experience provides us with a significant
competitive advantage that will enable us to rapidly implement new assays on our
plastic chips. We have discovered specific technological approaches for
enhancing the performance of assays on plastic chips, and we have applied for
patent protection on many of these approaches. We believe that our experience
and lead in implementing biological experiments on plastic chips provides us
with a significant competitive advantage.

In addition to using existing reagents with our chips, we have developed
several proprietary reagents and methods designed to expand the capability and
breadth of our LabCard systems. These include proprietary reagents for
monitoring the activity of various enzymes. These reagents enable us to perform
a wide variety of different enzyme assays on our LabCard systems for
pharmaceutical drug screening. We have also developed a series of reagents
called eTAGs, for identifying the presence and quantity of multiple sequences in
a sample simultaneously. We have also developed proprietary reagents for DNA
sample processing, which allow the simultaneous processing of multiple samples.

For some applications, we may pre-load reagents onto our chips prior to
shipment. We have developed technology for pre-loading, drying and sealing
measured amounts of reagents on our chips. We have demonstrated this capability
with biologically active reagents, such as enzymes, and have shown that
bioactivity is retained when the reagent is used in a final measurement. We
believe that this capability will enable us to provide ready-to-use LabCard
chips in these applications.

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LABCARD PRODUCTS

We believe we are the only microfluidics company that has access to the
wide range of technology and intellectual property to address multiple segments
of the genomics market, including DNA sequencing, genotyping and gene expression
analysis. We are developing a family of LabCard microfluidic products based on
our proprietary designs and assays and are collaborating with our strategic
partners to design instruments to run our LabCard chips. We expect that these
LabCard systems will enable large-scale genomics studies to be performed faster,
at lower cost and with less manual labor than current technologies. We are
currently working with PE Biosystems to jointly develop LabCard systems for DNA
sequencing, gene expression analysis and genotyping. PE Biosystems will be
responsible for marketing and distributing these LabCard systems.

We also are developing LabCard systems for use in pharmaceutical drug
screening. We are collaborating with PE Biosystems on the development of two
systems for pharmaceutical drug screening, the nMAS HTS and UHTS systems, which
will utilize our LabCard microfluidic array chips. PE Biosystems will be
responsible for commercializing these systems. We expect that these LabCard
systems will allow researchers to identify new drug candidates more rapidly and
at lower cost than with currently available products.

We intend to focus our development efforts on our chips and reagents, while
capitalizing on our partners' strengths for the development and manufacture of
instruments. In addition, our partners will market, sell and distribute the
LabCard systems, including the instruments, LabCard chips, reagents and
software. The following table identifies products we are currently developing
for the genomic analysis and pharmaceutical drug screening markets.

<TABLE>
<CAPTION>
PRODUCT APPLICATION MARKETING RIGHTS
------- ----------- ----------------
<S> <C> <C>
GeneMate SNP detection and gene expression PE Biosystems
Microsequencer DNA sequencing PE Biosystems
Sample Prep Automated preparation of samples for DNA sequencing PE Biosystems
Oasis Nanovolume, homogeneous assays Packard
BioScience
UHTS Pharmaceutical drug screening -- PE Biosystems
100,000 measurements per day
nMAS HTS Pharmaceutical drug screening -- PE Biosystems
20,000 measurements per day
</TABLE>

GENEMATE SYSTEM

We are co-developing with PE Biosystems a LabCard system known as the
GeneMate system, to be used for high throughput gene expression analysis and SNP
detection. The GeneMate system consists of an instrument, microfluidic array
chips and proprietary reagents, including reagents contributed by us and by PE
Biosystems. We expect to use our eTags reagents and the Invader chemistry which
PE Biosystems is obtaining through its pending acquisition of Third Wave
Technologies. We expect to use these proprietary reagents to conduct an enzyme
reaction on each sample, which will generate specific signal molecules for each
SNP or gene present in the sample. The signal molecules from each reaction will
be analyzed on the array chips. The GeneMate system will process multiple
samples in parallel on each microfluidic array chip.

We are designing the GeneMate system to analyze multiple genes or SNPs on
many samples in parallel. We believe there is a large unmet need for a system
that combines high sample throughput with the ability to detect multiple genes
or SNPs in each sample. Current technologies, based on enzyme methods or
hybridization microarrays, do not provide this
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multiplexing capability. Enzyme detection methods allow only a single SNP or
gene to be measured in each well of a microwell plate. Hybridization microarrays
allow many SNPs or genes to be measured at once, but only for a single sample.
We expect the GeneMate system to include the following key features and
benefits:

- high sample throughput;

- identification of multiple SNPs or genes per sample; and

- proprietary reagents.

We currently expect to begin commercialization of the GeneMate system in
2001.

MICROSEQUENCER SYSTEM

We are developing a LabCard system for DNA sequencing, called the
Microsequencer system, in collaboration with PE Biosystems. The Microsequencer
system will include an instrument, microfluidic chips, software and proprietary
reagents. PE Biosystems will develop the instrument and will be responsible for
worldwide marketing, sales and distribution of the Microsequencer system,
including our LabCard chips.

We are designing the Microsequencer system to provide major performance
advantages over current DNA sequencers, particularly in terms of speed and
throughput. For example, our prototype LabCard chips can enable the sequencing
of a DNA fragment in 20 minutes. This typically requires over two hours using a
conventional capillary array system. PE Biosystems introduced the first
automated DNA sequencer in 1987 and has introduced successive generation
sequencers approximately every three years. Typically, each next generation
system has provided approximately a five-fold increase in throughput compared to
its predecessor and has been met with rapid market acceptance. We believe that
the Microsequencer system will provide a throughput increase over current DNA
sequencers that is comparable to this historical standard. Large scale
sequencing projects require hundreds of DNA sequencers running in parallel for
months or even years. We expect that the enhanced throughput of our
Microsequencer system will significantly reduce the cost and shorten the time of
these projects and enable more large scale projects to be undertaken.

PE Biosystems will commercialize the Microsequencer system. Since
introducing the first automated DNA sequencer in 1987, PE Biosystems has
maintained a significant share of the market for DNA sequencing systems. In
addition to this market leadership, PE Biosystems owns or controls a broad
portfolio of intellectual property and technologies related to DNA sequencing
including reagents, labeling dyes, detection systems and data analysis software.
PE Biosystems will offer proprietary reagent kits and software as part of the
Microsequencer system. We currently expect to begin the commercialization of the
Microsequencer system in 2001.

DNA SAMPLE PREPARATION SYSTEM

We are co-developing with PE Biosystems a LabCard system designed to
integrate and automate multiple steps required for preparing DNA samples prior
to analysis on the Microsequencer system. Sample processing currently involves a
series of discrete operations which researchers perform on disparate instrument
systems, such as centrifuges and thermocyclers. In addition to requiring
multiple instruments, sample processing currently requires a relatively large
volume of sample and reagents, is labor intensive and is prone to

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human errors. We plan to integrate multiple steps in the sample preparation
process onto a single LabCard chip, offering the following benefits:

- up to 1,000-fold reduction in sample and reagent volumes;

- reduction in the number of user steps;

- collapsing the capability of multiple instruments into a single LabCard
system; and

- fewer errors and improved data quality.

OASIS LABCARD CHIPS

We are developing Oasis LabCard chips for small volume homogeneous assays
in both genomics and pharmaceutical drug screening applications. Our Oasis
LabCard chips will be similar in size and format to existing microwell plates.
However, we are designing the microfluidic channels in these Oasis chips to
enable researchers to conduct assays in volumes as small as one-thousandth the
volume allowed by current microwell plates. Oasis chips are the only products we
are developing that do not require the development and commercialization of a
specialized instrument. The large test volumes required by existing technologies
limit the economies of high throughput experimentation, and therefore the amount
of this experimentation which is performed today. We are designing Oasis chips
to enable researchers to miniaturize assays to a degree previously unattainable,
while leveraging their current generation of automation equipment and detection
instruments. We believe the key features and benefits of our Oasis chips will
be:

- miniaturization of assays to as small as one-thousandth the volume used
in current methods;

- compatibility with most existing homogeneous assay chemistries in use by
pharmaceutical and genomics researchers; and

- compatibility with existing robotic plate handling and detection
equipment.

We plan to commercialize our first Oasis LabCard chips in late 2000 through
our strategic collaboration with Packard BioScience.

PHARMACEUTICAL DRUG SCREENING -- NMAS HTS AND UHTS SYSTEMS

We are developing LabCard systems that address various stages of
pharmaceutical drug discovery, including assay development, primary screening
and secondary screening. We are currently developing two such systems in
collaboration with PE Biosystems. We are developing the nMAS HTS system to
provide throughput of approximately 20,000 assays per day, while we are
designing the UHTS system for the user who needs the higher throughput of
100,000 assays per day.

We expect that both the nMAS and UHTS systems will employ our single-use
plastic chips, thereby avoiding the potential for carryover from one assay to
the next. In addition, we are designing these chips using our microfluidic array
strategy, where each chip contains an array of fluidic networks and each
measurement is performed in a different fluidic network. Our microfluidic array
chip designs are intended to avoid the potential for cross-contamination from
different samples on the same chip.

Our nMAS and UHTS LabCard systems use capillary electrophoresis as the
detection method. Capillary electrophoresis integrated on microfluidic chips
represents a new and powerful detection method for screening chemical compounds
against drug targets, and

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provides numerous benefits over current detection methods. In current methods,
the detection system must identify a particular material within a mixture of
different materials. With capillary electrophoresis detection, we physically
separate the various components present in an assay mixture and then measure the
signal from these individual components. The separation step generally adds only
a few seconds to the detection time. We expect the benefits of integrated
capillary electrophoresis detection to include:

- ability to monitor the particular material in a reaction free from
interfering materials, resulting in increased assay reliability and
sensitivity;

- simplification of assay development and fewer requirements for custom
synthesis and purification of reagent; and

- ability to obtain information on other components in the assay mixture,
which is not generally possible with other detection methods, thereby
improving precision and information content.

Based on our experience, we expect that integrated capillary
electrophoresis detection may reduce the time required to develop assays for
many new targets by weeks or months. In addition, we expect that the reduced
need for preparing and purifying specialized reagents can eliminate significant
labor and cost from the assay development process. In primary screening, we
expect integrated capillary electrophoresis detection to enable increased
measurement precision and reliability. In secondary screening, we expect to
enable tests yielding greater information content than that provided by current
methods, thereby increasing the efficiency of this step in the drug screening
process.

Our LabCard systems for pharmaceutical drug screening will incorporate
reagents that are proprietary to PE Biosystems or to us. We expect these
reagents to allow the use of our LabCard systems for a wide variety of drug
targets. For example, we are developing reagents for many classes of protein
targets, including different enzymes and receptors. In addition, we are
developing assays for monitoring changes in gene expression within cells that
are induced by a chemical from a compound collection. We expect our reagents for
gene expression assays to allow monitoring of multiple genes in each assay, a
capability not readily allowed by current systems. We anticipate that the
reagents under development will provide our customers a broad menu of assays,
with greater or higher quality information than typically provided by currently
existing reagents and detection methods.

COLLABORATIONS

We have entered into collaboration agreements with two of the market
leaders in the life sciences industry. Our objective with these agreements, as
well as those we plan to execute with other leading companies, is to increase
demand for our product family and to speed the commercialization of our various
LabCard products. These collaborations will allow us to focus on the development
of our LabCard chips, reagents and analysis methods. The collaborations also
allow us to take advantage of the resources and capabilities of our
collaborative partners for the co-development, manufacture, marketing, sales and
distribution of instrument systems that will use our LabCard chips. While we
intend to retain manufacturing rights for our chips in most cases, we plan to
outsource the commercial manufacturing of our chips to third party vendors. We
believe this strategy may help to reduce the risks and costs associated with
commercializing our LabCard products while allowing us to efficiently penetrate
our target markets.

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STRATEGIC PARTNERSHIPS

We have and plan to continue to enter into strategic partnership agreements
with industry leaders in various fields or markets to jointly develop new
products and instrument systems. We typically seek strategic partners who have
expertise in instrument development as well as marketing, sales and distribution
capabilities.

PE Biosystems

We have entered into collaboration agreements with PE Biosystems for the
purpose of co-developing systems which use our LabCard products in the following
areas:

- genomics; and

- pharmaceutical drug screening.

GENOMICS. In April 1998, we entered into a collaboration agreement
with PE Biosystems to co-develop a DNA sequencer based on our microfluidics
technology. The Microsequencer system will incorporate our microfluidic
LabCard chips with instrumentation, software and reagents developed by PE
Biosystems. Under this agreement we granted PE Biosystems the exclusive
worldwide right to market, sell and distribute LabCard chips for jointly
developed systems. We will manufacture LabCard chips that PE Biosystems
will market, distribute and sell. We will receive a portion of the net
sales revenues for the LabCard chips sold. The agreement contemplates
future supplemental agreements providing additional terms for specific
genomic analysis products. The agreement is for an unspecified period and
may be terminated by our mutual written consent. In addition, either of us
may terminate the agreement if the other party does not fulfill its
obligations under the agreement or becomes insolvent.

We are in final stages of negotiations with PE Biosystems for a
supplemental agreement to develop the GeneMate system for gene expression
analysis and high throughput SNP detection. We expect that the general
terms of this relationship will be governed by the April 1998 agreement. We
anticipate that we will share profits on all LabCard chips sold by PE
Biosystems and also will receive royalty payments for GeneMate instruments
and reagents sold by PE Biosystems. The termination provisions for the
agreement are the same as set forth in the April 1998 agreement.

We are co-developing with PE Biosystems a LabCard system designed to
integrate and automate the steps required for preparing DNA samples prior
to analysis on the Microsequencer System. We have not yet finalized the
commercial terms for this joint product.

PHARMACEUTICAL DRUG SCREENING. In March 1999, we entered into a
collaboration agreement with PE Biosystems to jointly develop systems for
pharmaceutical drug screening employing our microfluidics technology.

We are developing two systems: the UHTS system, which we are designing
to perform 100,000 assays per day, and the nMAS HTS system, which we are
designing to perform at least 20,000 assays per day. We are targeting these
two systems to broadly address the needs of pharmaceutical companies in
their screening and evaluation of potential drugs, including assay
development, primary screening, secondary screening and lead optimization.
We are developing LabCard microfluidic array chips for the two systems, PE
Biosystems is developing the instrumentation, and the parties are jointly
responsible for developing reagents.

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Under the agreement, PE Biosystems has the exclusive worldwide right
to market and distribute the LabCard products. We will be the exclusive
supplier of the microfluidic chips to PE Biosystems and will share with PE
Biosystems the net revenue from the LabCard products after recovery of
manufacturing costs. We will also receive a royalty on the sale of
pharmaceutical drug screening instrument systems designed to use the
LabCards. The agreement contemplates that third parties will support the
development efforts through technology access partnerships as described
below. Unless terminated earlier, the agreement remains in effect until the
expiration of the last patent subject to the agreement. As with our other
collaboration agreement with PE Biosystems, this agreement may be
terminated upon mutual written consent or due to breach or insolvency.

Packard BioScience Company

In February 2000, we entered into a collaboration agreement with Packard
BioScience Company for the commercialization of our Oasis LabCard chips. Under
the agreement, we will work together with Packard BioScience to optimize the
performance of our Oasis LabCard chips in combination with automation and
detection equipment and with reagents manufactured by Packard BioScience.
Packard BioScience has the exclusive rights to market and distribute the Oasis
LabCard chips. We will be the exclusive supplier of Oasis LabCard chips to
Packard BioScience and will share in the net revenue from Packard BioScience's
sales of Oasis LabCard chips and any instruments made specifically by Packard
BioScience to be used with Oasis LabCard chips. The agreement may be terminated
by either party, in its sole discretion and subject to penalties, upon 90 days
prior written notice. Unless terminated earlier, the agreement will remain in
effect until the expiration of the last patent subject to the agreement.

TECHNOLOGY ACCESS PARTNERSHIPS

We enter into technology access partnership programs with the objective of
receiving funding for research and development of new products in exchange for
early access to prototypes of those products. The first program, described
below, was designed for the development of the UHTS system. We are currently
negotiating with potential technology access partners for programs related to
the nMAS HTS system.

In February 1997, we entered into a technology access partnership agreement
with The R.W. Johnson Pharmaceutical Research Institute, or PRI, a subsidiary of
Johnson & Johnson, to develop a microfluidics system for high throughput drug
screening. We renegotiated the agreement with PRI to include PE Biosystems
effective as of October 1, 1998 as contemplated in our pharmaceutical drug
screening agreement with PE Biosystems. Under the partnership PRI provides
research funding that we share with PE Biosystems. We received $1.2 million
under the partnership in 1999. We are co-developing with PE Biosystems an
ultra-high throughput screening system using our LabCard products for PRI's use.
The agreement provides that PRI will receive exclusive early access to
prototypes of this UHTS system for a period of one year following delivery to
PRI. The partnership may be terminated by PRI if there is a breach by us or PE
Biosystems that is not cured within 30 days. In addition, PRI may terminate the
relationship if we fail to meet contractual milestones.

MARKETING, SALES AND DISTRIBUTION

In addition to our existing relationships with PE Biosystems and Packard
BioScience Company, we intend to identify and establish collaborative
development and commercialization relationships with strategic partners for
additional applications of our technology. We have no plans in the foreseeable
future to establish our own marketing, sales or distribution infrastructure. We
intend to seek premier partners that possess strong hardware and software

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development expertise and manufacturing capabilities, as well as significant
intellectual property and commercial presence in their respective markets. We
believe this model will allow us to take advantage of our partners' experience
and established customer relationships, thereby enhancing the rapid market
acceptance of our products, while creating high barriers to entry for our
competition and reducing the our risks and working capital requirements.

RESEARCH AND DEVELOPMENT

We began developing our core technologies related to lab-on-a-chip products
in the early 1990s. We continue to advance our core technologies and to pursue
research and development related to new product opportunities. We have targeted
our primary research and development efforts at the following three areas:

- LabCard Manufacturing Processes. We have solved many important
technological challenges relating to the manufacture of microfluidic
chips in plastic and have applied for patent protection on many of these
solutions. We continue to pursue advanced capabilities for manufacturing
LabCard microfluidic array chips in plastic, with the goals of lowering
manufacturing costs and adding new functionality to our LabCard products.
For example, we are developing a continuous reel process for LabCard chip
manufacturing. We are also developing multi-layered LabCard chips to
provide three-dimensional networks of channels, which would enable us to
perform more advanced fluidic protocols for a given size of LabCard
product.

- Nucleic Acid Sample Processing. In 1998, we were awarded a grant from the
Advanced Technology Program of the National Institutes of Standards and
Technology to develop LabCards systems for nucleic acid sample
processing. We are designing these LabCards systems to perform standard
processes, such as DNA amplification and purification, on many samples in
parallel and at small volume. We expect that our sample processing
LabCard systems will reduce the cost and increase the reliability of
sample preparation in nucleic acid analysis.

- Cell Microarrays. In October 1999, we entered into a collaboration with
Cellomics Inc., a company that develops novel products for cell analysis.
This collaboration is focused on the development of the CellChip
Cassette, a new format for cell analysis. Under this collaboration, we
are integrating our LabCard microfluidic array technology with Cellomics'
CellChip technology, in which living cells are placed at different spots,
called cell domains, on the surface of a flat chip. The goal of this
collaboration is to create an integrated CellChip Cassette in which the
fluid environment around each cell domain can be individually controlled.
This format would allow different experiments to be performed on each
cell domain in parallel. We believe that the initial commercial
opportunities for the CellChip Cassette will be in pharmaceutical drug
discovery, including primary and secondary screening.

- New Product Opportunities. We believe that our lab-on-a-chip technologies
can address needs in industries outside of life science research. For
example, we are evaluating opportunities for our technology in the
chemical processing, environmental, food testing and clinical diagnostic
industries. We believe that the key factors and benefits of our
technology, such as the ability to reduce reagent consumption and
integrate multiple analysis steps, will address important needs in these
markets.

INTELLECTUAL PROPERTY

We seek patent protection on microfluidic chips, liquid transfer
components, reagents and methodologies for their use. As of December 31, 1999,
we had 15 issued U.S. patents,

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36 U.S. patent applications and a total of 76 patents and patent applications
that we own or have licensed. Our policy is to file patent applications and to
protect technology, inventions and improvements to inventions that are
commercially important to the development of our business. These patents and
applications relate to essential areas of our technology, including among
others, the following items:

- microfluidic devices, modifications for improved performance, and their
uses;

- manufacturing methods for producing the microfluidic devices;

- evaporation control technology;

- methodologies for sample preparation;

- fluid transfer devices for transferring microliter and sub-microliter
volumes;

- signal detection systems;

- methods for detecting single nucleotide polymorphisms, or SNPs; and

- electrophoretic gels.

Our issued patents have expiration dates from 2009 to 2017.

We also rely upon trade secrets, know-how, trademarks, copyright protection
and continuing technological and licensing opportunities to develop and maintain
our competitive position. Our success will depend in part on our ability to
obtain patent protection for our products and processes, to preserve our trade
secrets, trademarks and copyrights, to operate without infringing the
proprietary rights of others, to acquire licenses related to enabling technology
or products and to enforce our intellectual property portfolio.

Our practice is to require our employees, consultants, outside scientific
collaborators and sponsored researchers and other advisors to execute
confidentiality agreements upon the commencement of employment or consulting
relationships with us. These agreements provide that all confidential
information developed by or made known to the individual during the course of
the individual's relationship with us is to be kept confidential and not
disclosed to third parties, subject to a right to publish certain information in
the scientific literature in certain circumstances and subject to other specific
exceptions. In the case of employees, the agreements provide that all inventions
conceived by the individual while employed by us will be our exclusive property.

MANUFACTURING

We have developed in-house processes for the rapid prototyping of our
LabCard chips. Collaborative efforts with our suppliers have allowed us to
develop scalable production processes for LabCard chip manufacturing. In order
to more rapidly develop production prototype LabCard chips and the processes to
manufacture them, we are in the process of building out internal pilot
manufacturing capability. While we intend to retain manufacturing rights for our
microfluidic array chips, we plan to transfer the process technology and
outsource commercial scale production to third party vendors. PE Biosystems has
agreed to provide the instrumentation, software and reagents for any products
commercialized under our agreements, including the Microsequencer system, the
GeneMate system and the pharmaceutical drug screening systems.

We will specify the raw materials to be used in the manufacture of our
LabCard products and currently expect that most of our LabCard products will be
manufactured from plastic materials. We do not currently depend on any single
supplier for the raw materials necessary
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for the operation of our business, although we may become dependent on a single
supplier in the future.

COMPETITION

We believe that we are the leader in applying microfluidics technology to a
broad range of applications in genomics and pharmaceutical research. We are
aware that other companies, such as Orchid BioSciences and Caliper Technologies,
are developing and applying microfluidics technology to certain applications in
life science research. In addition, a number of established companies, such as
Amersham Pharmacia Biotech and Beckman-Coulter, provide technology and products
to the genomics and pharmaceutical research markets. We believe that the
principal competitive factors in our markets are product capability, product
reliability, customer service, supplier reputation and the sales and marketing
strength of the supplier.

The markets for life science research products are highly competitive. Many
of our potential competitors in these markets have substantially greater
financial, technical and personnel resources than we do. We cannot assure you
that they will not succeed in developing technologies and products that would
render our technologies and products or those of our collaborators obsolete and
noncompetitive.

EMPLOYEES

As of December 31, 1999, we had 60 employees, of which 48 are in research
and development including pilot manufacturing, and microfabrication, and 12 are
in administration and finance. Over half of our research and development staff
have Ph.D.s. None of our current employees are covered by collective bargaining
agreements, and we consider relations with our employees to be good.

FACILITIES

We lease approximately 44,000 square feet of office space in Mountain View,
California. Most of this space is currently devoted to research and development
activities and administration. We are subleasing part of this space for the next
six to 18 months, to cover costs while retaining room for expansion. Our lease
expires in July 2009.

LEGAL PROCEEDINGS

On May 12, 1998, the United States Patent and Trademark Office issued U.S.
Patent No. 5,750,015, entitled "Method and Device for Moving Molecules by the
Application of a Plurality of Electrical Fields." We are the assignee of record
of that patent, also called the '015 Patent. Caliper Technologies Corp.
manufactures, uses, offers to sell and/or sells microfluidic devices for genetic
analysis, drug screening and clinical diagnostics. On March 22, 1999, Caliper
filed an action in the Superior Court for the State of California, Santa Clara
County, alleging that the law firm of Flehr Hohbach Test Albritton & Herbert,
and Bertram Rowland (of counsel to Flehr Hohbach at the time, now our general
counsel), who were our patent counsel in 1994 and 1995, had used Caliper's trade
secrets in preparing our patent application that resulted in the '015 Patent.
Caliper's central allegation is that Rowland, while of counsel to Flehr Hohbach,
had performed work for Caliper shortly before the application was filed in early
1996. We believe that the allegations of Caliper's trade secret action lack
factual and legal merit and are defending the case vigorously.

In the normal course of business, we had reviewed statements by Caliper on
its website, at conferences and in various industry publications, and had come
to the opinion that Caliper

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infringed the '015 Patent through its LabChip systems. These products were
described and/or pictured in various publications, including Caliper's website.
We therefore filed an action against Caliper in the Federal District Court for
the Northern District of California for patent infringement on April 23, 1999.
Caliper has denied infringement of the '015 Patent and has counterclaimed
seeking a declaratory judgment that the '015 Patent is invalid and
unenforceable. We believe that the '015 Patent is valid and enforceable and
intend to prosecute the infringement action vigorously.

On January 12, 2000, Caliper filed its own patent infringement action
against us in the United States District Court for the Northern District of
California. In this lawsuit, Caliper alleges that we infringe one or more claims
of four different U.S. patents (Nos. 6,010,607, 6,010,608, 5,858,195, and
6,001,229). Each of the patents is assigned to Lockheed Martin Energy Research
Corporation in Oak Ridge, Tennessee, but Caliper claims, in each case, to be the
exclusive licensee. We believe that we can successfully defend ourselves against
this lawsuit, because we do not believe we infringe any claim of any of the
patents. If, however, Caliper should prevail on any of its claims, it would
likely be entitled to injunctive relief and might also recover monetary damages.
In that event, we would be required to obtain a license from Caliper or to
redesign our products, neither of which options may be possible.

All three pieces of litigation are in very early stages, however. No court
has made a decision on any substantive issue that could indicate a likely
outcome of the litigation, and litigation results are, in any event,
unpredictable. If Caliper prevails on its trade secret or patent claims or on
some or all of its affirmative defenses of invalidity and unenforceability in
the federal action, it could impair our ability to enforce our intellectual
property rights, not just against Caliper but against other competitors or
others using the technology claimed in the '015 and related patents, which could
adversely affect our business. For a more detailed description of the
litigation, please see "Risk Factors."

In March 1999 we repurchased 4,521,000 shares of our Series A preferred
stock, at a purchase price of $0.60 per share, from 2C Optics, Inc., our former
parent corporation. We have recently received correspondence from an attorney
representing a group of minority stockholders of 2C Optics, including David
Soane, one of our co-founders. The correspondence alleges that we, and one or
more of our directors, including our chairman, Thomas Baruch, violated corporate
and securities laws in connection with our repurchase of these shares, and that
Mr. Baruch, who was a director of both ACLARA and 2C Optics at the time of the
repurchase, violated his fiduciary duties in connection with the transaction.
The correspondence further threatens litigation, based on these allegations,
seeking rescission of the repurchase transaction, unless we allow each of the
attorney's clients to purchase from us, at $0.60 per share, that number of our
shares equal to such client's pro rata interest in the repurchased shares, based
on such client's ownership of 2C Optics. We believe we have meritorious defenses
to these allegations and, should these persons commence litigation against us,
we will vigorously pursue these defenses. If litigation is commenced and is
decided against us, we may be required to rescind the repurchase transaction, in
whole or in part, which could result in substantial dilution to our
stockholders.

SCIENTIFIC ADVISORS

We have established a group of scientists to advise us on scientific,
technical and commercialization issues. These advisors comprise leading
scientists in the areas of microfluidics, micromachining, analytical science,
chemistry and biology. These advisors are:

- Steven Boxer, Ph.D. Professor of Chemistry and Chair of Biophysics
Program at Stanford University.

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- Charles Cantor, Ph.D. Professor of Biomedical Engineering and Biophysics
at Boston University, and Member of the National Academy of Sciences.

- Roger Howe, Ph.D. Professor of Electrical Engineering and Computer
Sciences at University of California Berkeley, and Co-Director of the
Berkeley Sensor and Actuator Center.

- Gregory Kovacs, Ph.D. Professor of Electrical Engineering at Stanford
University.

- Eric Kool, Ph.D. Professor of Chemistry at Stanford University.

- Edwin Ullman, Ph.D. Founder of Syva Company, now owned by Behring
Diagnostics, and retired Vice President of Research for Behring
Diagnostics.

- Mark Wrighton, Ph.D. Chancellor of Washington University in St. Louis.

- Edward Yeung, Ph.D. Professor of Chemistry, Iowa State University.

We provide our advisors with consulting fees in the form of cash and stock
options.

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MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth certain information as of February 22, 2000,
about our executive officers and members of our board of directors, as well as
certain other key employees.

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Joseph M. Limber.......................... 47 President, Chief Executive Officer and
Member of Board of Directors
Herbert H. Hooper, Ph.D................... 36 Executive Vice President, Chief Technology
Officer and Co-Founder
Wendy R. Hitchcock........................ 45 Vice President Finance/Administration and
Chief Financial Officer
Bertram I. Rowland, Ph.D., J.D............ 69 Vice President and General Counsel
Ian Gibbons, Ph.D......................... 53 Senior Director, Screening Applications
Development
Torleif O. Bjornson....................... 38 Senior Director, Engineering
Maureen T. Cronin, Ph.D................... 46 Director, Genomics Applications
Nancy E. Pecota........................... 39 Director, Finance/Accounting
Antonio J. Ricco, Ph.D.................... 41 Director, Microfabrication Technology
Sharat Singh, Ph.D........................ 40 Director, Advanced Technologies
Dennis J. Slomski......................... 38 Director, Manufacturing and Process
Development
Thomas R. Baruch, J.D..................... 60 Chairman of the Board of Directors
Jean Deleage, Ph.D........................ 59 Member of the Board of Directors
Michael W. Hunkapiller, Ph.D.............. 51 Member of the Board of Directors
Eric S. Lander, Ph.D...................... 43 Member of the Board of Directors
Andre F. Marion........................... 64 Member of the Board of Directors
David J. Parker........................... 39 Member of the Board of Directors
</TABLE>

Joseph M. Limber joined us in April 1998 as President and Chief Executive
Officer and as a director. Prior to joining us, Mr. Limber was President and
Chief Operating Officer at PRAECIS Pharmaceuticals, Inc. from 1996 to 1998.
Previous to that time, he held positions as Executive Vice President of SEQUUS
Pharmaceuticals, Inc. from 1995 to 1996 and Vice President of Marketing and
Sales from 1992 to 1995. Mr. Limber also held management positions in marketing
and sales with Syntex Corporation from 1987 to 1992 and with Ciba-Geigy
Corporation from 1975 to 1987. Mr. Limber holds a B.A. from Duquesne University.

Herbert H. Hooper, Ph.D., co-founded our company and has served as our
Chief Technology Officer since May 1995 and Executive Vice President since 1998.
From 1993 through 1995, Dr. Hooper directed the bioanalytical research and
development activities at Soane Technologies. Soane BioSciences, the predecessor
company to ACLARA, was formed as a spin-off from Soane Technologies in May 1995.
From 1990 through 1992, Dr. Hooper worked as a product and business development
manager at Air Products and Chemicals. Dr. Hooper holds a B.S. in Chemical
Engineering from North Carolina State University and a Ph.D. in Chemical
Engineering from the University of California, Berkeley.

Wendy R. Hitchcock joined us in March 1999 as Vice President
Finance/Administration and Chief Financial Officer. Ms. Hitchcock provided
strategic financing/corporate development consulting to biomedical technology
companies during 1998, including to KeraVision Inc. during its acquisition of
Transcend Therapeutics. She was Chief Financial Officer at SyStemix from

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1994 through its 1997 acquisition by Novartis. Prior to her tenure at SyStemix,
she was Chief Executive Officer of an investment management and venture company
in Palo Alto. Ms. Hitchcock has a B.A. from Brown University and an M.B.A. in
Finance from the University of California, Los Angeles.

Bertram I. Rowland, Ph.D., J.D., joined us in January 1999 as Vice
President, General Counsel after making numerous contributions to the formation
and growth of the biotechnology industry over the last 25 years. Prior to
joining us, Mr. Rowland was a patent attorney of counsel to the firm of Flehr,
Hohback, Test, Albritton & Herbert from 1991 to 1998 and President of Drug Abuse
Sciences, Inc. from 1996 to 1998. In 1974, Dr. Rowland wrote and prosecuted
biotechnology's seminal patent, the Cohen-Boyer patent, for cloning DNA. Dr.
Rowland has participated in the founding of over ten biotechnology and
diagnostic companies, including Biotrack, Calgene, Pharmacopeia and SyStemix,
and developed the patent strategies for numerous additional companies, including
Syva, Cell Genesys, Molecular Devices, Oculex, Sangstat and Syntro. He has
written and prosecuted to issuance several hundred patent applications. Mr.
Rowland has a B.S. from the University of California, Los Angeles, a Ph.D. from
the University of Washington and a J.D. from George Washington University.

Ian Gibbons, Ph.D., joined us in August 1998 as Senior Director, Screening
Applications Development. He has experience managing product development of
point-of-care products used in non-laboratory environments from his tenure as
Senior Development Director at First Medical. As the Director, Therapeutic Cell
Separation at AmCell from 1995 to 1997, he was responsible for the development
of CliniMACS an immunomagnetic cell selection system used to purify
hematopoietic stem cell grafts for support of high-dose chemotherapy patients.
Dr. Gibbons has a B.A. and a Ph.D. from the University of Cambridge in England.
He is the author of 44 scientific papers and 32 patents.

Torleif O. Bjornson joined us in July 1996 as Director, Engineering, and
was named Senior Director, Engineering in 2000. Prior to joining us, he led the
product development and engineering efforts at several start-up companies,
including Microtecnica from 1993 to 1996, Ribogene, Inc. from 1991 to 1993 and
Infinitek, a laboratory robotics-system company sold to Beckman Instruments,
Inc., from 1984 to 1991. Mr. Bjornson received a B.S. in Mechanical Engineering
and an M.S. in Engineering from Rensselaer Polytechnic Institute.

Maureen T. Cronin, Ph.D., joined us in December 1999, as Director, Genomics
Applications, to manage the development of molecular biology and genomic
applications. From 1998 to 1999 Dr. Cronin was Molecular Biology Research
Director at Protogene Laboratories. Before joining Protogene, Dr. Cronin was at
Affymetrix from 1991 through 1997, where she served as a senior research
scientist for DNA microarray technology and as a project manager for sequencing
and genotyping in pharmacogenetics programs. Dr. Cronin has a B.S. in Animal
Physiology from the University of California, Davis and a Ph.D. in Molecular
Pharmacology from the University of California, San Diego.

Nancy E. Pecota joined us in July 1999 as Director, Finance/Accounting.
Prior to joining us, from 1994 to 1999, Ms. Pecota was Corporate Controller for
dpiX, Inc. Ms. Pecota has also held financial management positions with Xerox
Corporation and Westinghouse Corporation. She received a B.S. from San Jose
State University.

Antonio J. Ricco, Ph.D., joined us in November 1998 as Director,
Microfabrication Technology. From 1984 to 1998 Dr. Ricco was a member of the
technical staff of Sandia National Laboratories. He has over one hundred
publications related to chemical microsensors. In addition, Dr. Ricco serves as
a fellow of the Electrochemical Society, a member of the Editorial Advisory
Board of Analytical Chemistry, and a member of the Board of Trustees of the
Transducers Research Foundation. Dr. Ricco holds a B.S. in Chemistry from the
University of California, Berkeley and a Ph.D. in Inorganic Chemistry from
M.I.T.
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Sharat Singh, Ph.D., joined us in October 1997 as Director, Advanced
Technologies. He served as a Research Fellow at Dade Behring Diagnostics from
1993 to 1997. Dr. Singh holds a Ph.D. in Chemistry from the Indian Institute of
Science and completed postdoctoral research in the laboratory of Dr. Ronald
Breslow at Columbia University.

Dennis J. Slomski joined us in March 1999 as Director, Manufacturing and
Process Development. Before joining us, he was project engineer/manager, process
development for medical diagnostic consumables at the BAYER Corporation from
1986. He received a B.S. in Chemical Engineering and a B.S. in Electrical
Engineering from Marquette University.

Thomas R. Baruch, J.D., joined our board of directors as Chairman in April
1995. Since 1988, he has been General Partner of CMEA Ventures, a venture
capital firm. From 1990 to 1996, Mr. Baruch also served as a special partner of
New Enterprise Associates. Prior to forming CMEA in 1990, Mr. Baruch was a
founder of Microwave Technology, Inc., and served as its President and Chief
Executive Officer from 1983 to 1989. Previously, he held senior management and
venture investment positions at Exxon Corporation, including President of the
Materials Division of Exxon Enterprises, Inc. Mr. Baruch also serves as director
of Symyx Technologies, Inc., Netro Corp. and Physiometrix, Inc. Mr. Baruch holds
a B.S. from Rensselaer Polytechnic Institute and received a J.D. from Capital
University.

Jean Deleage, Ph.D., joined our board of directors in December 1998. Mr.
Deleage is one of the founders of Alta Partners, a venture capital firm, which
was formed in January 1996 and is a successor firm of Burr, Egan, Deleage & Co.
Mr. Deleage previously was a founder and President of Sofinnova, Inc. in Paris,
and in 1976 formed and became president of Sofinnova, San Francisco. Mr. Deleage
has been has been on the boards of directors of many private and public
companies. He is presently director of Flamel Technologies and several private
companies. Mr. Deleage received a Baccalaureate in France, a Masters Degree in
Electrical Engineering from Ecole Superieure d'Electricite, and a Ph.D. in
Economics from the Sorbonne. He has received the Ordre National du Merite and
the Legion of Honor from the French government.

Michael W. Hunkapiller, Ph.D., joined our board of directors in June 1999.
Dr. Hunkapiller became president of PE Biosystems, one of two operating groups
within PE Corporation, in 1998. He was elected Senior Vice President of PE
Biosystems in 1997 and also became President of its Applied Biosystems Division
at that time. He has served as Vice President of PE Corporation and General
Manager of PEBio Applied Biosystems since June 1995. Dr. Hunkapiller served in
various positions at Applied Biosystems, Inc. from 1983 to 1995. Dr. Hunkapiller
received a B.S. in Chemistry from Oklahoma Baptist University and a Ph.D. in
Chemical Biology from the California Institute of Technology.

Eric S. Lander, Ph.D., joined our board of directors in February 2000. From
1993 to the present, Dr. Lander has served as Director of the Whitehead/M.I.T.
Center for Genome Research and as a member of the Whitehead Institute for
Biomedical Research. From 1989 to the present, Dr. Lander has also held the
positions of Associate Professor and Professor in the Department of Biology at
M.I.T. In addition, Dr. Lander is a founder and director of Millennium
Pharmaceuticals, Inc., a publicly traded company. Dr. Lander received an A.B. in
Mathematics from Princeton University and a Ph.D. in Mathematics from Oxford
University, which he attended as a Rhodes Scholar.

Andre F. Marion joined our board of directors in February 2000. Mr. Marion
was the President of the Applied Biosystems Division of the Perkin-Elmer
Corporation, now known as PE Corp, until his retirement in February 1995. Prior
to holding that position Mr. Marion was the Chairman of the Board, Chief
Executive Officer and President of Applied Biosystems, Inc. until its merger
with Perkin-Elmer in February 1993. Mr. Marion was employed at Hewlett-Packard
from 1972 to 1981, when he co-founded Applied Biosystems, Inc. Mr. Marion
currently serves
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as a director of Molecular Devices Corp., Cygnus, Inc., Applied Imaging Corp.,
Alpha M.O.S., Integrated Biosystems, Inc. and Quantum Dot Corp. and is also an
advisor to several private companies. Mr. Marion holds an engineering degree
from the French Ecole National Superiors d'Ingenieurs Arts et Metiers in both
mechanical and electronic engineering.

David J. Parker joined our board of directors in April 1995 and is a
Partner of Ampersand Ventures. In 1997, he served as Chief Financial Officer and
Vice President of Corporate Development of Novel Experimental Technology, or
NOVEX, the leading provider of precast electrophoresis systems for protein and
DNA separations and now a subsidiary of Invitrogen Corporation. Prior to joining
Ampersand in 1994, Mr. Parker was a management consultant at Bain & Company from
1992 to 1994 and at Mercer Management Consulting from 1989 to 1992. Mr. Parker
received a B.A. degree from Dartmouth College and an M.B.A. from The Wharton
School at the University of Pennsylvania.

BOARD COMPOSITION

We currently have seven authorized directors. Effective upon the closing of
this offering, the terms of office of the directors will be divided into three
classes:

- Class I, whose term will expire at the annual meeting of stockholders to
be held in 2001;

- Class II, whose term will expire at the annual meeting of stockholders to
be held in 2002; and

- Class III, whose term will expire at the annual meeting of stockholders
to be held in 2003.

Class I directors are Messrs. Parker and Baruch. Class II directors are
Messrs. Deleage and Marion. Class III directors are Messrs. Hunkapiller and
Lander. At each annual meeting of stockholders after the initial classification
or special meeting in lieu thereof, the successors to directors whose terms will
then expire will be elected to serve from the time of election and qualification
until the third annual meeting following election or special meeting held in
lieu thereof and until their successors are duly elected and qualified. In
addition, the authorized number of directors may be changed only by resolution
of the board of directors, and the board of directors will be authorized to fill
vacant directorship. Any additional directorships resulting from an increase in
the number of directors will be distributed among the three classes so that, as
nearly as possible, each class will consist of one third of the directors.
Accordingly, even if a stockholder brings a successful proxy contest, the
stockholder could only elect a minority of our board at our one annual meeting.
Thus, the classification of the board of directors may have the effect of
delaying or preventing changes in control or management of our company.

BOARD COMMITTEES

In December 1999, our board of directors established an audit committee and
a compensation committee. The audit committee consists of Messrs. Baruch,
Deleage and Parker, all of whom are outside directors. The audit committee
recommends engagement of our independent auditors, approves the services
performed by such auditors and reviews and evaluates our accounting policies and
systems of internal accounting controls. The compensation committee consists of
Messrs. Baruch and Hunkapiller, both of whom are outside directors. The
compensation committee administers our Amended and Restated 1997 stock option
plan and makes recommendations to the board of directors in connection with
matters of compensation, including determining the compensation of our executive
officers.

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COMPENSATION COMMITTEE INTERLOCKS

Until our compensation committee was formed in December 1999, the full
board of directors made all decisions regarding executive compensation. No
member of our board of directors or of our compensation committee serves as a
member of the board of directors or compensation committee of an entity that has
one or more executive officers serving as members of our board of directors or
compensation committee.

DIRECTOR COMPENSATION

We reimburse our nonemployee directors for expenses incurred in connection
with attending board and committee meetings but do not compensate them for their
services as board or committee members. Our board has the discretion to grant
options to new nonemployee directors.

LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY

Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except for any liability arising with
respect to

- any breach of their duty of loyalty to the corporation or its
stockholders;

- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; or

- any transaction from which the director derived an improper personal
benefit.

Our certificates of incorporation further provides that we are authorized
to indemnify our directors and executive officers and may indemnify our other
officers and employees and agents to the fullest extent permitted by Delaware
law. We believe that indemnification under our certificate of incorporation
covers negligence and gross negligence on the part of indemnified parties.

Prior to the closing of the offering, we intend to enter into agreements to
indemnify our directors and officers. These agreements, among other things,
require us to indemnify these directors and officers for certain expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of our company, arising out of that person's services as a director or
officer of our company, any subsidiary of ours or any other company or
enterprise to which the person provides services at our request.

49
<PAGE> 53

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by or
paid to our Chief Executive Officer and our other most highly compensated
executive officers whose annual salary and bonus exceeded $100,000 for services
rendered in all capacities to us during the year ended December 31, 1999.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
COMPENSATION FOR 1999 SHARES
---------------------- UNDERLYING
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS
--------------------------- ---------- --------- -------------
<S> <C> <C> <C>
Joseph M. Limber....................................... $240,000 $90,000 382,500
President and Chief Executive Officer
Herbert H. Hooper, Ph.D. .............................. $175,000 $43,750 112,500
Executive Vice President and Chief Technology Officer
Wendy R. Hitchcock..................................... $133,280 $32,813 210,000
Vice President, Finance/Administration and
Chief Financial Officer
Bertram I. Rowland, Ph.D., J.D. ....................... $ 96,440 $22,905 157,500
Vice President and General Counsel
</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding options granted to
each of the officers listed in the Summary Compensation Table during the year
ended December 31, 1999.

The information regarding stock options granted to named executive officers
as a percentage of total options granted to employees in the fiscal year, as
disclosed in the table is based upon options to purchase an aggregate of
1,554,126 shares of common stock that were granted to all employees and
consultants as a group, including the named executive officers, in the fiscal
year ended December 31, 1999. We grant options at an exercise price equal to the
fair market value of the underlying common stock on the date of grant, as
determined by our board of directors, and the options vest over four years from
the date of grant. In determining the fair market value of our common stock, our
board of directors considers valuations of comparable companies at which we have
issued preferred stock, valuation reports and analyses prepared by third
parties, the relative rights and preferences of our preferred stock as compared
to our common stock, and the lack of liquidity of securities. Once we become a
publicly-held company, the fair market value of our stock will equal trading
market price.

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<PAGE> 54

The 5% and 10% assumed annual rates of compounded stock appreciation are
mandated by the rules of the Securities and Exchange Commission based on the
deemed value of the common stock used by us for accounting purposes and do not
represent our estimate or projection of our future stock prices.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES PRICE EXPIRATION ----------------------
NAME GRANTED IN FISCAL YEAR PER SHARE DATE 5% 10%
---- ------------ ---------------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. Limber............. 150,000 9.8% $0.40 3/19/09 $37,734 $ 95,625
232,500 15.2% $0.63 12/01/09 $92,117 $233,443
Herbert H. Hooper, Ph.D...... 112,500 7.4% $0.40 3/19/09 $28,300 $ 71,718
Wendy R. Hitchcock........... 210,000 13.8% $0.40 3/29/09 $52,827 $133,874
Bertram I. Rowland, Ph.D.,
J.D. ...................... 157,500 10.3% $0.40 1/11/09 $39,620 $100,406
</TABLE>

1999 OPTION VALUES

The following table sets forth information concerning option values for the
fiscal year ended December 31, 1999 with respect to each of the named executive
officers.

None of the named executive officers exercised any options in the year
ended December 31, 1999. The options granted to Messrs. Limber and Hooper and
Ms. Hitchcock are immediately exercisable; the unvested shares issued upon
exercise are subject to repurchase by us.

The value of unexercised in-the-money options was calculated by determining
the difference between $14.00, the assumed initial public offering price and the
exercise price of the option.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1999 DECEMBER 31, 1999
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Joseph M. Limber.................................. 982,500 -- $13,308,525 $ --
Herbert H. Hooper, Ph.D. ......................... 262,500 -- $ 3,570,000 $ --
Wendy R. Hitchcock................................ 210,000 -- $ 2,856,000 $ --
Bertram I. Rowland, Ph.D., J.D. .................. -- 157,500 $ -- $2,142,000
</TABLE>

CHANGE OF CONTROL AGREEMENTS

We have entered into change of control agreements with Joseph Limber,
Herbert Hooper and Wendy Hitchcock. Pursuant to each of these agreements, if the
employment relationship is terminated involuntarily other than for cause within
12 months following a change of control, the vesting of all unvested shares held
by that person as of the date of termination shall be accelerated such that 100%
of the unvested shares will become vested as of that date. This acceleration may
have the effect of inhibiting another company from acquiring us. The agreements
provide that a termination will be deemed for cause if the board determines in
good faith that the termination is caused by the gross negligence or willful
misconduct in the employee's job performance that results or is likely to result
in substantial and material damage to ACLARA, repeated unexplained or
unjustified absence from ACLARA, illegal conduct, fraudulent conduct with
respect to ACLARA or conviction of a felony or a crime involving moral turpitude
causing material harm to the standing and reputation of ACLARA.

51
<PAGE> 55

STOCK OPTION PLANS

1995 STOCK OPTION PLAN

The 1995 Stock Option Plan was adopted by our board of directors and
approved by our stockholders in May 1995. We reserved 1,487,880 shares of common
stock for issuance under the plan. As of December 31, 1999, options to purchase
1,265,096 shares of common stock had been exercised and options to purchase
140,625 shares of common stock with a weighted average exercise price $0.04 per
share were outstanding. No additional options will be granted under the plan.

The plan provides for grants of incentive stock options, as defined in
Section 422 of the Internal Revenue Code of 1986, to our employees, as well as
nonstatutory stock options and stock purchase rights to our employees and
consultants. The plan authorizes separate administrative bodies with respect to
directors, officers who are not directors and employees who are neither
directors nor officers. Under the plan, the administrators have the power to
determine the terms of the options, including the exercise price of the options,
the number of shares subject to each option, the exercisability thereof, and the
form of consideration payable on such exercise. The plan, however, limits the
number of options and stock purchase rights that may be granted to any employee,
in one fiscal year, to no more than 600,000 shares of common stock.

The term of each option is determined by the specific option agreement. The
term of incentive stock options, may not, in any event, exceed ten years from
the date of the grant. Moreover, incentive stock options granted to any holder
of 10% or more of the combined voting power of all classes of stock may not have
a term exceeding five years from the date of the grant. The vesting schedule is
determined by the specific option agreement, but generally one-fourth of the
shares subject to the option vest on the one-year anniversary of the vesting
commencement date and one-forty-eighth of the shares subject to the option vest
at the end of every month thereafter.

For incentive stock options, the option exercise price may not be less than
100% of the fair market value of a share of common stock on the date of the
grant; provided, however, that incentive stock options granted to any holder of
10% or more of the combined voting power of all classes of stock must have an
exercise price of not less than 110% of the fair market value of a share of
common stock on the date of the grant. For nonstatutory stock options, the
option exercise price may not be less than the par value of the common stock.

Upon termination of an optionee's status as our employee or consultant, the
optionee may exercise his or her options within the period of time specified in
the option grant, to the extent that the options were vested at the time of
termination. If no time period was specified in the notice of grant, the option
shall remain exercisable for 30 days following the optionee's termination of
status as an employee or consultant, or for 90 days in the case of an incentive
stock option. Options granted under the plan must generally be exercised within
six or 12 months if the optionee's employment ends due to disability, and within
12 months of the optionee's death. Any shares not exercisable or exercised
within those time periods reverts to the plan.

Stock purchase rights may be issued alone, in addition to, or in tandem
with other awards granted under the plan. The rights will be evidenced by
execution of a restricted stock purchase agreement. Unless the administrator
determines otherwise, the restricted stock purchase agreement will grant us a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's employment or consulting relationship with us for any reason,
including death or disability. The purchase price for shares repurchased
pursuant to the restricted stock purchase agreement must be the original price
paid by the purchaser. The repurchase option shall lapse at a rate determined by
the administrator.

In the event of a sale of substantially all of our assets, or the merger of
our company with or into another corporation, each outstanding option and stock
purchase right may be assumed or an equivalent option or right may be
substituted by the successor corporation or a parent or
52
<PAGE> 56

subsidiary of the successor corporation. In the alternative, the administrator
also has the power, but not the obligation, to accelerate the vesting of each
outstanding option and other award.

AMENDED AND RESTATED 1997 STOCK PLAN

The Amended and Restated 1997 Stock Plan was initially adopted by our board
of directors in December 1996 and approved by our stockholders in March 1997. A
total of 3,526,124 shares of common stock was initially reserved for issuance
under the plan. As of December 31, 1999, options to purchase 363,150 shares of
common stock had been exercised, and options to purchase 2,750,439 shares of
common stock were outstanding under the plan. In February 2000, our board of
directors amended and restated the plan, subject to stockholder approval, which
we expect to obtain prior to the closing of the offering, to reserve an
additional 1,290,000 shares for issuance as well as to provide that, during the
term of the plan, on each anniversary of the date of the plan's amendment and
restatement by our board of directors, commencing with the first such
anniversary, and each anniversary thereafter, the shares of common stock
authorized for issuance under the plan shall be increased by 1,125,000.

The plan provides for grants of incentive stock options to employees,
consultants and members of our board of directors, and for grants of
nonstatutory stock options and stock purchase rights to our employees, including
officers and employee directors, and consultants, including non-employee
directors.

The plan is administered by our board of directors or a committee
designated by our board of directors. The plan is currently being administered
by the compensation committee of our board of directors. The administrator of
the plan may determine the terms of the options and stock purchase rights
granted, including the exercise price, the number of shares subject to each
option and/or stock purchase right and the exercisability of the option and/or
stock purchase right. The administrator of the plan also has the full power to
select the individuals to whom options and/or stock purchase rights will be
granted, to make any combination of grants to any participants and to determine
whether stock acquired pursuant to a stock purchase right is to be subject to
our repurchase.

Options granted to employees and consultants will vest at a rate fixed by
the administrator. Under the plan, each independent director who has not
previously been granted an option under the plan will receive an initial option
to purchase 36,000 shares of common stock at the time of the successful
completion of this offering. These options vest over three years at the rate of
1/12 on each quarterly anniversary of the vesting commencement date. At each
annual meeting of our stockholders, each outside director will receive an
additional option to purchase 12,000 shares of common stock. These options vest
over one year, starting at the beginning of the second year anniversary of the
vesting commencement date, at the rate of 1/4 on each quarterly anniversary of
the vesting commencement date.

Option exercise prices may not be less than 100% of the fair market value
of the common stock on the date of the grant. In the case of an incentive stock
option granted to a person who at the time of the grant owns stock representing
more than 10% of the total combined voting power of all of our classes of stock,
the option exercise price for each share covered by such option may not be less
than 110% of the fair market value of a share of common stock on the date of
grant of such option. Nonstatutory stock options may be granted at exercise
prices of not less than the par value of the common stock on the date the option
is granted.

Option terms are determined by the option agreements; however, no incentive
stock option may have a term longer than ten years. The maximum term for an
option granted to an optionee is five years, if at the time of the grant the
optionee owns more than 10% of the total combined voting power of all our
classes of stock. No option may be exercised by any person after its term
expires.

In the event of a sale of all or substantially all of our assets, or our
merger with or into another corporation, the administrator may provide for the
repurchase, replacement or
53
<PAGE> 57

termination of options or stock purchase rights. The administrator also has the
discretion to accelerate the vesting of options or stock purchase rights to make
them exercisable as to some or all of the underlying shares.

2000 EMPLOYEE STOCK PURCHASE PLAN

The 2000 Employee Stock Purchase Plan was adopted by the board of directors
in February 2000, subject to stockholder approval, which we expect to obtain
prior to the closing of the offering. A total of 450,000 shares of common stock
has been reserved for issuance under the purchase plan. As of the date of this
prospectus, no shares have been issued under the purchase plan.

The purchase plan, which is intended to qualify under Section 423 of the
Code, contains consecutive six-month offering periods. The offering periods
generally start on November 1 and May 1 of each year, except for the first
offering period, which will commence on the effective date of this offering and
will end on October 31, 2000.

Employees are eligible to participate if they are customarily employed by
us or any participating subsidiary for at least 20 hours per week and more than
five months in any calendar year. However, no employee may be granted a right to
purchase stock under the purchase plan to the extent that, immediately after the
grant of the right to purchase stock, the employee would own, or be treated as
owning, stock possessing 5% or more of the total combined voting power or value
of all classes of our capital stock or to the extent that his or her rights to
purchase stock under all of our employee stock purchase plans accrues at a rate
which exceed $25,000 worth of stock for each calendar year. The purchase plan
permits participants to purchase common stock through payroll deductions of up
to 15% of the participant's base compensation. Base compensation is defined as
the participant's gross base compensation, excluding overtime payments, sales
commissions, incentive compensation, bonuses, expense reimbursements, fringe
benefits and other special payments.

Amounts deducted and accumulated by the participant are used to purchase
shares of common stock at the end of each offering period. The price of stock
purchased under the purchase plan is 85% of the lesser of the fair market value
of the common stock at the beginning of the offering period or at the end of the
offering period. Participants may end their participation at any time other than
the final 10 days of an offering period, and they will be paid their payroll
deductions to date without interest. Participation ends automatically upon
termination of employment with us.

Rights to purchase stock granted under the purchase plan are not
transferable by a participant other than by will, the laws of descent and
distribution, or as otherwise provided under the purchase plan. The purchase
plan provides that, in the event of our merger with or into another corporation
or a sale of substantially all of our assets, each outstanding right to purchase
stock may be assumed or substituted for by the successor corporation.

Our board of directors has the authority to amend or terminate the purchase
plan. However, no such action by our board of directors may adversely affect any
outstanding rights to purchase stock under the purchase plan, except that our
board of directors may terminate an offering period on any exercise date if the
board of directors determines that the termination of the purchase plan is in
our best interests and the best interests of our stockholders. Notwithstanding
anything to the contrary, our board of directors may in its sole discretion
amend the purchase plan to the extent necessary and desirable to avoid
unfavorable financial accounting consequences by altering the purchase price for
any offering period, shortening any offering period or allocating remaining
shares among the participants.

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<PAGE> 58

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since our inception, we have issued, in private placement transactions,
shares of preferred stock as follows:

- an aggregate of 4,521,470 shares of Series A preferred stock at $0.40 per
share in May 1995, which we repurchased in March 1999 at a price of $0.60
per share;

- an aggregate of 3,516,699 shares of Series B preferred stock at $0.40 per
share in May 1995;

- an aggregate of 1,615,385 shares of Series C preferred stock at $0.87 per
share in November 1996;

- an aggregate of 461,538 shares of Series D preferred stock at $1.08 per
share in April 1997;

- an aggregate of 2,500,001 shares of Series E preferred stock at $1.80 per
share in March 1998 and April 1998;

- an aggregate of 10,014,999 shares of Series F preferred stock at $1.80
per share in January, February and March 1999;

- an aggregate of 1,119,404 shares of Series G preferred stock at $2.68 per
share in April 1999; and

- an aggregate of 1,241,723 shares of Series H preferred stock at $4.03 per
share in December 1999.

In each of the foregoing transactions, the preferred stock was sold at fair
market value, in arm's-length transactions. Each outstanding share of preferred
stock will be converted into one share of common stock upon the closing of this
offering. The following table summarizes the shares of preferred stock purchased
by officers, directors and principal stockholders and their immediate family
members and related entities:

<TABLE>
<CAPTION>
SERIES A SERIES B SERIES C SERIES D SERIES E SERIES F SERIES G SERIES H
PREFERRED PREFERRED PREFERRED PREFERRED PREFERRED PREFERRED PREFERRED PREFERRED
INVESTOR STOCK STOCK STOCK STOCK STOCK STOCK STOCK STOCK
-------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2C Optics, Inc....... 4,521,470 -- -- -- -- -- -- --

Entities affiliated
with Alta
Partners........... -- -- -- -- -- 2,222,223 -- --

Entities affiliated
with Ampersand
Ventures........... -- 2,888,717 580,530 -- -- 754,800 -- --

Burrill & Company.... -- -- -- -- -- 1,666,667 -- --

Entities affiliated
with CMEA
Ventures........... -- 627,983 341,828 -- -- 819,974 -- --

Wendy R. Hitchcock... -- -- -- -- -- 7,500 -- --

Johnson & Johnson
Development
Corporation........ -- -- -- 461,538 1,111,112 589,481 -- --

PE Corporation....... -- -- -- -- 1,388,889 -- 1,119,404 --

Bertram I. Rowland,
Ph.D., J.D......... -- -- 28,847 -- -- -- -- --

Asea Brown Boveri,
Inc................ -- -- -- -- -- -- -- 1,241,723
</TABLE>

55
<PAGE> 59

Our director Mr. Deleage, is a founder of Alta Partners. Our director, Mr.
Parker, is a partner of Ampersand Ventures. Our Chairman of our board of
directors, Mr. Baruch, is a partner of CMEA Ventures and is a member of the
board of directors of 2C Optics, Inc. Our director, Dr. Hunkapiller, is an
executive officer of PE Corporation.

In March 1999 we repurchased all outstanding shares of Series A preferred
stock from 2C Optics at a price of $0.60 per share.

In private placement transactions completed in December 1997 and February
1998, we issued convertible promissory notes in the aggregate principal amount
of $337,000 and $500,000, respectively, as well as warrants to purchase 62,250
shares and 92,457 shares, respectively, of Series D preferred stock at an
exercise price of $1.08 per share. The Black-Scholes pricing model was used to
determine the fair value of the warrants issued. In September 1998, we issued
additional convertible promissory notes in the aggregate principal amount of
$1,650,000. The investors in these transactions included the following greater
than 5% stockholders and entities affiliated with our directors:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT SERIES D
INVESTOR OF NOTES WARRANT SHARES
-------- ---------------- --------------
<S> <C> <C>
Entities affiliated with Ampersand Ventures................ $1,010,000 94,152
Entities affiliated with CMEA Ventures..................... 307,528 29,082
Johnson & Johnson Development Corporation.................. 1,027,377 5,055
</TABLE>

The entire principal amount of and accrued interest on the convertible
promissory notes was subsequently paid in full or converted in January 1999 into
shares of Series F preferred stock at a conversion price of $1.80 per share.

We have entered into the following agreements with our executive officers,
directors and holders of more than 5% of our voting securities:

AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

We have entered into an agreement with the preferred stockholders described
above, pursuant to which these and other preferred stockholders will have
registration rights with respect to their shares of common stock following this
offering. Please see "Description of Capital Stock Registration Rights" for a
further description of the terms of this agreement.

ISSUANCE OF STOCK OPTIONS

In May and January 1998, respectively, we granted options to purchase
600,000 and 150,000 shares of common stock, each at an exercise price of $0.40
per share to Mr. Limber, our President and Chief Executive Officer and Dr.
Hooper, our Executive Vice President, Chief Technology Officer and Co-Founder,
respectively. In January 1999, we granted an option to purchase 157,500 shares
of common stock at an exercise price of $0.40 per share to Dr. Rowland, our Vice
President and General Counsel. In March 1999, we granted options to purchase
150,000, 112,500 and 210,000 shares of common stock, each at an exercise price
of $0.40 per share, to Mr. Limber, Dr. Hooper, and Ms. Hitchcock, our Vice
President Finance/ Administration and Chief Financial Officer, respectively. In
December 1999, we granted options to purchase 232,500 shares of common stock at
an exercise price of $0.63 per share to Mr. Limber.

In January 2000, we granted options to purchase 112,500, 75,000 and 75,000
shares of common stock, each at an exercise price of $3.33 per share, to Mr.
Limber, Dr. Hooper and Ms. Hitchcock. In January 2000, we also granted options
to purchase 36,000 shares of

56
<PAGE> 60

common stock to each of our new directors, Mr. Lander and Mr. Marion at an
exercise price of $3.33 per share.

CONSULTING AGREEMENTS

Pursuant to a consulting agreement we entered into with Mr. Lander in
January 2000, Mr. Lander has agreed to provide services to assist us in
developing strategies for applying microfluidics technology to applications in
chemical and biological analysis. In connection with this agreement, he was
granted an option to purchase 40,500 shares of common stock at an exercise price
of $3.33 per share. We also entered into a consulting agreement in January 2000
with Mr. Marion pursuant to which he has agreed to provide consulting services
from time to time at our request. This agreement may be terminated at any time
by either party with 30 days prior written notice.

JOHNSON & JOHNSON DEVELOPMENT CORPORATION

In February 1997, we entered into an agreement with PRI, an affiliate of
Johnson & Johnson Development Corporation. This agreement was amended and
restated in March 1998. In connection with this agreement, PRI paid us research
and development fees in the aggregate amount of $1,100,000 and $900,000 in our
1997 and 1998 fiscal years, respectively. Through its affiliate Johnson &
Johnson Development Corporation, PRI also purchased shares of our preferred
stock for an aggregate purchase price of $2.5 million. This total purchase price
represents two separate equity investments. In April 1997, PRI purchased 461,538
shares of our Series D preferred stock at a purchase price of $1.08 per share.
In March 1998, PRI made an additional purchase of 1,111,112 shares of our Series
E preferred stock at a purchase price of $1.80 per share. This agreement was
subsequently superseded in March 1999 by the joint agreement described below.
Please see, "Business Collaborations."

OFFICER LOANS

We have made loans to the following executive officers in order to fund the
exercise of a portion of the stock options held by each of them:

<TABLE>
<CAPTION>
INTEREST RATE LOAN
NUMBER DATE OF (COMPOUNDED MATURITY
NAME AMOUNT OF SHARES LOAN SEMIANNUALLY) DATE
---- -------- --------- ------- ------------- --------
<S> <C> <C> <C> <C> <C>
Joseph M. Limber............ $240,000 600,000 1/13/00 5.8% 3/02
$ 60,000 150,000 1/13/00 5.8% 3/03
$147,250 232,500 1/13/00 5.8% 12/03
Herbert H. Hooper........... $ 60,000 150,000 1/14/00 5.8% 1/02
$ 3,250 37,500 2/6/99 4.6% 10/00
Wendy R. Hitchcock.......... $ 39,000 97,500 1/12/00 5.8% 3/03
$ 45,000 112,500 1/15/00 5.8% 3/03
$250,000 75,000 1/12/00 5.8% 1/04
</TABLE>

We have the right to repurchase unvested shares if the executive's
employment terminates under some circumstances. Each loan was made under a
full-recourse promissory note secured by pledge of the purchased shares. The
notes are payable at maturity.

PE CORPORATION

In April 1998, we entered into an agreement with PE Biosystems, a
subsidiary of PE Corporation, to jointly develop genetic analysis systems that
use our microfluidics technology.

57
<PAGE> 61

In conjunction with this agreement, PE Corporation purchased 1,388,889 shares of
Series E preferred stock at a purchase price of $1.80 per share for an aggregate
amount of $2.5 million. Please see, "Business -- Collaborations."

In March 1999, we entered into another agreement with PE Biosystems to
jointly develop systems for pharmaceutical drug screening that use our
microfluidics technology. In conjunction with this agreement, PE Corporation
purchased 1,119,404 shares of Series G preferred stock at a purchase price of
$2.68 per share for an aggregate amount of $3 million. Please see,
"Business -- Collaborations."

PE Biosystems, a subsidiary of PE Corporation and one of our strategic
partners, has indicated an interest in purchasing up to $5,000,000 of shares of
our common stock in this offering at the initial public offering price.

JOINT AGREEMENT WITH PRI AND PE BIOSYSTEMS

In March 1999, we entered into a joint agreement with PRI and PE Biosystems
to jointly develop and commercialize a high throughput screening system using
our LabCard technology. As mentioned above, this agreement superseded our March
1998 agreement with PRI. Under this agreement, PRI has agreed to fund our joint
development efforts with PE Biosystems. Under the terms of a side agreement with
PE Biosystems, we received $1.2 million from the 1999 PRI funding for our
development efforts under this program. Please see "Business -- Collaborations."

58
<PAGE> 62

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of February 11, 2000 and as adjusted
to reflect the sale of the our common stock offered by this prospectus by

- each person, or group of affiliated persons, who is known by us to own
beneficially more than 5% of our common stock;

- each of our directors;

- each of the individuals listed in the "Summary Compensation Table" above;
and

- all of our directors and officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock under options and warrants held by that person that are
currently exercisable or exercisable within 60 days of February 11, 2000 are
considered outstanding. These shares, however, are not considered outstanding
when computing the percentage ownership of each other person. The column
entitled "Number of Shares Beneficially Owned" excludes the number of shares of
common stock subject to options and warrants held by that person that are
currently exercisable or that will become exercisable within 60 days of February
11, 2000. The number of shares subject to options or warrants that each
beneficial owner has the right to acquire within 60 days of February 11, 2000
are listed separately under the column entitled "Number of Shares Underlying
Options and Warrants Beneficially Owned."

Except as indicated in the footnotes to this table and pursuant to state
community property laws, each stockholder named in the table has sole voting and
investment power for the shares shown as beneficially owned by them. Percentage
of ownership is based on 23,874,820 shares of common stock outstanding on
February 11, 2000, as well as outstanding warrants for Series D preferred stock,
and 32,874,820 shares of common stock outstanding after completion of this
offering assuming conversion of all preferred stock into common stock. This
table assumes no exercise of the underwriters' over-allotment option. Unless
otherwise indicated in the footnotes, the address of each of the individuals
named below is: c/o ACLARA BioSciences, Inc., 1288 Pear Avenue, Mountain View,
California 94043.

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<PAGE> 63

<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES SHARES OUTSTANDING
UNDERLYING OPTIONS --------------------
NAME AND ADDRESS NUMBER OF SHARES AND WARRANTS BEFORE AFTER
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED OFFERING OFFERING
------------------- ------------------ ------------------ -------- --------
<S> <C> <C> <C> <C>
PE Corporation.......................... 2,508,293 -- 10.5% 7.6%
50 Danbury Road
Wilton, CT 06897
Entities affiliated with CMEA
Ventures(3)........................... 1,818,866 29,082 7.7% 5.6%
235 Montgomery Street, Suite 920
San Francisco, CA 94104
Joseph M. Limber........................ 982,500 -- 4.1% 3.0%
Herbert H. Hooper....................... 575,142 18,750 2.6% 1.9%
Wendy R. Hitchcock...................... 292,500 -- 1.2% *
Bertram I. Rowland...................... 7,500 -- * *
Thomas R. Baruch(4)..................... 1,818,866 29,082 7.7% 5.6%
c/o CMEA Ventures
235 Montgomery Street, Suite 920
San Francisco, CA 94104
Jean Deleage(5)......................... 2,222,223 -- 9.3% 6.8%
c/o Alta Partners
One Embarcadero Center, Suite 4050
San Francisco, CA 94111
Michael W. Hunkapiller(6)............... 2,508,293 -- 10.5% 7.6%
c/o PE Corporation
850 Lincoln Centre Drive
Foster City, CA 94404
Eric S. Lander.......................... -- -- * *
151 Bishop Alley Drive
Cambridge, MA 02139
Andre F. Marion......................... -- -- * *
556 Kingsley Avenue
Palo Alto, CA 94301
David J. Parker(7)...................... 4,318,199 94,152 18.5% 13.4%
c/o Ampersand Ventures
55 William Street, Suite 240
Wellesley, MA 02481
All directors and officers as a group
(10 persons).......................... 12,743,973 141,984 54.0% 39.2%
</TABLE>

- -------------------------
* Represents beneficial ownership of less than 1%

(1) Includes 2,202,743 shares held by Alta California Partners II, L.P. and
19,481 shares held by Alta Embarcadero Partners II, L.P. As a managing
partner of Alta Partners, Mr. Deleage, one of our directors, has the
authority to vote these shares.

(2) Includes 1,310,543 shares and warrants for 28,245 shares held by Laboratory
Partners I Limited Partnership, 562,875 shares and warrants for 12,240
shares held by Laboratory Partners Companion Fund Limited Partnership and
2,444,781 shares and warrants for 53,667 shares held by Ampersand Specialty
Materials and Chemicals II, L.P. The authority to vote these shares is held
by the general partner of each of those funds. Mr. Parker, one of our
directors is a limited partner of those funds, and as such, has no authority
to vote the shares.

(3) Includes 1,263,311 shares held by Chemicals & Materials Enterprise
Associates, L.P. and 555,555 shares held by CMEA Life Sciences Fund, L.P. As
a general partner of CMEA Ventures, Mr. Baruch, one of our directors, has
the authority to vote these shares.

(4) Includes 1,263,311 shares and warrants for 29,082 shares held by Chemicals &
Materials Enterprise Associates, L.P. and 555,555 shares held by CMEA Life
Sciences Fund, L.P. Mr. Baruch, a general partner of CMEA Ventures,
disclaims beneficial ownership of the

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<PAGE> 64

shares held by the funds affiliated with CMEA Ventures, except to the extent of
his pecuniary interests therein.

(5) Includes 2,202,743 shares held by Alta California Partners II, L.P. and
19,481 shares held by Alta Embarcadero Partners II, L.P. Mr. Deleage, a
managing partner of Alta Partners, disclaims beneficial ownership of the
shares held by funds affiliated with Alta Partners, except to the extent of
his pecuniary interests therein.

(6) Includes 2,508,293 shares held by PE Corporation. Mr. Hunkapiller, an
executive officer of PE

Corp., has the authority to vote the shares and disclaims beneficial
ownership of the shares held by PE Corp. except to the extent of his
pecuniary interests therein. The number does not include up to $5,000,000 of
shares which PE Biosystems, a subsidiary of PE Corp., may purchase in the
offering. Assuming PE Biosystems purchases 357,143 shares at an initial
public offering price of $14.00 per share, PE Corp. would own 8.7% after the
offering.

(7) Includes 1,310,543 shares and warrants for 28,245 shares held by Laboratory
Partners I Limited Partnership, 562,875 shares and warrants for 12,240
shares held by Laboratory Partners Companion Fund Limited Partnership and
2,444,781 shares and warrants for 53,667 shares held by Ampersand Specialty
Materials and Chemicals II, Limited Partnership. Mr. Parker, a limited
partner of Ampersand Ventures, disclaims beneficial ownership of the shares
held by Ampersand Ventures, except to the extent of his pecuniary interests
therein.

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<PAGE> 65

DESCRIPTION OF CAPITAL STOCK

GENERAL

Upon completion of this offering and subject to stockholder approval, our
authorized capital stock will consist of 150,000,000 shares of common stock, par
value $0.001 per share, and 15,000,000 shares of preferred stock, par value
$0.001 per share. Immediately after the offering, based on shares outstanding as
of December 31, 1999, we estimated there will be approximately 22,172,995 shares
of common stock issued and outstanding and no shares of preferred stock issued
and outstanding. Assuming that there are no additional option grants after
December 31, 1999, a total of 2,891,064 shares of our common stock will be
issuable upon exercise of stock options.

COMMON STOCK

The holders of common stock are entitled to one vote per share on all
matters to be voted upon by stockholders and are not entitled to cumulate their
votes in the election of directors. All shares of common stock rank equally as
to voting and all other matters. Subject to the prior rights of holders of
preferred stock, the holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared from time to time by the board of
directors out of funds legally available for payment. Dividends may be paid in
cash, property, or shares of common stock. The shares of common stock have no
preemptive or conversion rights, no redemption or sinking fund provisions and
are not liable for further call or assessment. Outstanding shares common stock
are, and all shares of common stock to be outstanding upon completion of this
offering will be, validly issued fully paid and non-assessable.

PREFERRED STOCK

Upon the closing of this offering and subject to stockholder approval, the
board of directors will be authorized, without further stockholder approval, to
issue from time to time up to an aggregate of 15,000,000 shares of preferred
stock in one or more series. The board of directors will also be authorized to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each such series thereof, including
the dividend rights, dividend rates, conversion rights, voting rights, terms of
redemption including sinking fund provisions, redemption price or prices,
liquidation preferences and the number of shares constituting any series or
designations of such series. The issuance of preferred stock could have the
effect of delaying, deferring or preventing a change in control of our company.
We have no present plans to issue any shares of preferred stock.

WARRANTS

As of December 31, 1999 the following warrants for the purchase of our
equity securities were outstanding:

<TABLE>
<CAPTION>
TYPE OF SECURITY NUMBER OF SHARES EXERCISE PRICE EXPIRATION DATE
---------------- ---------------- -------------- -----------------------------------------
<S> <C> <C> <C>
Common stock.............. 45,000 $ 0.67 Later of November 2005 or five years
following completion of this offering.
Common stock.............. 50,025 $ 1.33 Later of February 2007 or five years
following completion of this offering.
Common stock.............. 150,000 $ 1.33 Earlier of December 2003 or the
occurrence of a corporate reorganization.
Common stock.............. 138,890 $ 1.80 May 2006.
Series D preferred
stock................... 154,557 $ 1.08 Upon completion of this offering.
</TABLE>

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<PAGE> 66

Each warrant provides for adjustment of the exercise price and the number
of securities issuable upon exercise of the warrant in the event of a
reorganization of our capital structure of a stock split. In addition, the
exercise price and number of shares issuable upon exercise of the warrants for
the purchase of 45,000 and 50,025 shares of common stock will be adjusted if we
issue stock at prices below the exercise price of such warrants. Finally, we
have granted the holders of the warrants for the purchase of 45,000 and 50,025
shares of common stock rights to register the common stock issuable upon
exercise of the warrants.

REGISTRATION RIGHTS

After the completion of this offering, the holders of 20,624,304 shares of
common stock held by purchasers of our preferred stock and 95,025 shares of
common stock issuable upon conversion of outstanding warrants will be entitled
to rights to register these shares under the Securities Act of 1933. Under the
terms of the Amended and Restated Investor Rights Agreement dated December 30,
1999, whenever we propose to file a registration statement under the Securities
Act, the holders of registrable securities are entitled to notice of the
registration and have the right, subject to limitations that the underwriters
may impose on the number of shares included in the registration, to include
their registrable shares in the registration.

Additionally, beginning six months following the closing of our initial
public offering, the holders any series of registrable securities have the right
to require us to file a registration statement on Form S-1 or Form S-2 by us
with a written request for registration from the holders of at least 51% of the
outstanding shares of any given series, or, in the case of the Series B
preferred stock, the holders of at least 40% of the outstanding shares. Each
series of registrable shares can require us to register their shares if the
market value of those requesting registration is at least $200,000. Further, the
holders of each series can also request registration if they sell at least 80%
of that series of registrable shares. We may, however, defer the requested
registration of shares up to 120 days if our board of directors determines that
a registration at the requested time would be detrimental to our company or our
stockholders. We will pay expenses for the first demand registration and the
first two registrations on Form S-3 for each registrable series, and for the
first two incidental registrations for purchasers of Series F preferred stock.

The agreement provides that in connection with any public offering, each
stockholder agrees not to sell or otherwise dispose of any securities without
the prior written consent of us or the underwriters for a period up to 180 days.
The rights of the holders of registrable shares terminate when all registrable
shares have been registered under the Securities Act or sold in reliance on Rule
144 of the Securities Act.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW AND CHARTER
PROVISIONS

Delaware Law. In general, Section 203 of the Delaware General Corporation
Law prohibits a publicly held Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years
following the date that the stockholder became an interested stockholder unless:

- prior to the date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;

- upon consummation of the transaction that resulted in the stockholders
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding

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<PAGE> 67

those shares owned by persons who are directors and also officers, and
employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held under the plan will be
tendered in a tender or exchange offer; or

- on or subsequent to the date, the business combination is approved by the
board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least two-thirds of the outstanding voting stock that is not owned by the
interested stockholder.

Section 203 defines "business combination" to include:

- any merger or consolidation involving the corporation and the interested
stockholder;

- any sale, transfer, pledge or other disposition involving the interested
stockholder of 10% or more of the assets of the corporation;

- in general, any transaction that results in the issuance or transfer by
the corporation of any stock of the corporation to the interested
stockholder; or

- the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.

In general, Section 203 defines an interested stockholder as any entity or
person beneficially owning 15% of more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by the entity or person.

Charter Provisions. Our certificate of incorporation and bylaws include the
following provisions that will become effective upon the closing of this
offering and that may have the effect of deterring hostile takeovers or delaying
or preventing changes in control or management:

- that all stockholder actions upon completion of this offering must be
effected at a duly called meeting of holders and not by a consent in
writing;

- that special meetings of the holders may be called only by the chairman
of the board of directors, the chief executive officer, or our board of
directors pursuant to a resolution adopted by a majority of the total
number of authorized directors;

- that our board of directors can issue up to 15,000,000 shares of
preferred stock, as described under "-- Preferred Stock" above;

- that there will be three classes of directors, approximately one-third of
whom would be elected each year, thus requiring any potential acquiror to
successfully complete two proxy contests in order to take control of the
board of directors; and

- that advance notice must be given regarding the nomination of candidates
for election as directors and the presentation of stockholder proposals.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C.

NATIONAL MARKET LISTING

We have applied for listing of our common stock on the Nasdaq Stock
Market's National Market under the symbol "ACLA."

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<PAGE> 68

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of our common stock in the public
market could adversely affect prevailing market prices from time to time. For a
period of 180 days or more following this offering a large number of shares of
our common stock will not be freely tradable due to contractual and legal
restrictions as described below. Sales of substantial amounts of our common
stock in the public market after these restrictions lapse could depress the
prevailing market price and limit our ability to raise equity capital in the
future.

Upon the closing of this offering and based on shares outstanding as of
February 11, 2000, we will have an aggregate of 32,874,820 shares of common
stock outstanding, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options or warrants. Of the outstanding
shares, the shares sold in this offering will be freely tradable, except that
any shares held by our "affiliates", as that term is defined in Rule 144
promulgated under the Securities Act, may only be sold in compliance with the
limitations described below. The remaining 23,874,820 shares of common stock
held by existing stockholders will be deemed restricted securities as defined
under Rule 144. Restricted securities may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rules
144, 144(k) or 701 promulgated under the Securities Act, which are summarized
below. In accordance with the lock-up agreements described below and subject to
the provisions of Rules 144, 144(k) and 701, additional shares will be available
for sale in the public market at the following times:

<TABLE>
<CAPTION>
NUMBER OF SHARES DATE
- ---------------- ----
<C> <S>
29,427 After March , 2000
289,563 June , 2000
23,555,830 At various times after September , 2000
</TABLE>

In general, under Rule 144, as currently in effect, a person, or persons
whose shares are aggregated, including an affiliate, who has beneficially owned
shares for at least one year is entitled to sell, within any three-month period
commencing 90 days after the date of this prospectus, a number of shares that
does not exceed the greater of 1% of the then outstanding shares of common
stock, which will equal approximately 328,785 shares immediately after this
offering or the average weekly trading volume in the common stock during the
four calendar weeks preceding the date on which notice of such sale is filed,
subject to certain restrictions. In addition, a person who is not deemed to have
been an affiliate of ours at any time during the 90 days preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two years
would be entitled to sell such shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from an
affiliate of ours, the person's holding period for the purpose of effecting a
sale under Rule 144 commences on the date of transfer from the affiliate.

Any employee, officer, director, advisor or consultant to ACLARA who
purchased his or her shares pursuant to a written compensatory plan or contract
is entitled to rely on the resale provisions of Rule 701, which permits
non-affiliates to sell their Rule 701 shares without having to comply with the
public information, holding period, volume limitation or notice provisions of
Rule 144 and permits affiliates to sell their Rule 701 shares without having to
comply with Rule 144's holding period restrictions, in each case commencing 90
days after ACLARA becomes subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934.

Lock-Up Agreements. Our directors, officers and stockholders who hold
approximately 23,555,830 shares in the aggregate, have agreed that they will not
offer, sell or agree to sell,

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<PAGE> 69

directly or indirectly, or otherwise dispose of any shares of common stock
without the prior written consent of Deutsche Bank Securities Inc. for a period
of 180 days from the date of this prospectus. Please see "Underwriting."

We have agreed not to sell or otherwise dispose of any shares of common
stock during the 180-day period following the date of the prospectus, except we
may issue, and grant options to purchase, shares of common stock under the 1997
Stock Option Plan. In addition, we may issue shares of common stock in
connection with any acquisition of another company if the terms of such issuance
provide that such common stock shall not be resold prior to the expiration of
the 180-day period referenced in the preceding sentence.

Registration Rights. Following this offering, some of our stockholders will
have registration rights. Please see, "Description of Capital
Stock -- Registration Rights."

Stock Options. Subsequent to this offering, we intend to file a
registration statement under the Securities Act covering approximately 4,631,064
shares of common stock reserved for issuance under our stock option plans. The
registration statement is expected to be filed and become effective subsequent
to the closing of this offering. Accordingly, shares registered under the
registration statements will be available for sale in the open market, beginning
180 days after the effective date of the registration statement of which this
prospectus is a part.

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<PAGE> 70

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the
underwriters named below, through their representatives Deutsche Bank Securities
Inc., Warburg Dillon Read LLC and U.S. Bancorp Piper Jaffray Inc., have
severally agreed to purchase from us the following respective number of shares
of common stock at a public offering price less the underwriting discounts and
commissions set forth on the cover page of this prospectus:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Deutsche Bank Securities Inc................................
Warburg Dillon Read LLC.....................................
U.S. Bancorp Piper Jaffray Inc..............................
---------
Total..................................................... 9,000,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares of common stock offered hereby are subject
to certain conditions precedent and that the underwriters will purchase all
shares of the common stock offered hereby, other than those covered by the
over-allotment option described below, if any of these shares are purchased.

The underwriters propose to offer the shares of common stock to the public
at the public offering price set forth on the cover of this prospectus and to
dealers at a price that represents a concession not in excess of $ per share
under the public offering price. The underwriters may allow, and these dealers
may re-allow, a concession of not more than $ per share to other dealers.
After the initial public offering, representatives of the underwriters may
change the offering price and other selling terms.

PE Biosystems, one of our strategic partners and a significant stockholder,
has indicated an interest in purchasing up to $5,000,000 of our shares in this
offering. Any sales to PE Biosystems will be made at the initial public offering
price and will not be subject to underwriting discounts and commissions.

We have granted to the underwriters an option, exercisable not later than
30 days after the date of this prospectus, to purchase up to 1,350,000
additional shares of common stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
prospectus. The underwriters may exercise this option only to cover over-
allotments made in connection with the sale of the common stock offered hereby.
To the extent that the underwriters exercise this option, each of the
underwriters will become obligated, subject to conditions, to purchase
approximately the same percentage of additional shares of common stock as the
number of shares of common stock to be purchased by it in the above table bears
to the total number of shares of common stock offered hereby. We will be
obligated, pursuant to the option, to sell these additional shares of common
stock to the underwriters to the extent the option is exercised. If any
additional shares of common stock are purchased, the underwriters will offer the
additional shares on the same terms as those on which the 9,000,000 shares are
being offered.

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<PAGE> 71

The underwriting fee is equal to the public offering price per share of
common stock less the amount paid by the underwriters to us per share of common
stock. The underwriting fee is currently expected to be approximately 7% of the
initial public offering price. We have agreed to pay the underwriters the
following fees, assuming either no exercise or full exercise by the underwriters
of the underwriters' over-allotment option:

<TABLE>
<CAPTION>
TOTAL FEES
----------------------------------------------
WITHOUT EXERCISE OF WITH FULL EXERCISE OF
FEE PER SHARE OVER-ALLOTMENT OPTION OVER-ALLOTMENT OPTION
------------- --------------------- ---------------------
<S> <C> <C> <C>
Fees paid by ACLARA............... $ $ $
</TABLE>

In addition, we estimate that our share of the total expenses of this
offering, excluding underwriting discounts and commissions, will be
approximately $990,000.

We have agreed to indemnify the underwriters against some specified types
of liabilities, including liabilities under the Securities Act, and to
contribute to payments the underwriters may be required to make in respect of
any of these liabilities.

Each of our officers and directors, and substantially all of our
stockholders and holders of options and warrants to purchase our stock, have
agreed not to offer, sell, contract to sell or otherwise dispose of, or enter
into any transaction that is designed to, or could be expected to, result in the
disposition of any shares of our common stock or other securities convertible
into or exchangeable or exercisable for shares of our common stock or
derivatives of our common stock owned by these persons prior to this offering or
common stock issuable upon exercise of options or warrants held by these persons
for a period of 180 days after the effective date of the registration statement
of which this prospectus is a part without the prior written consent of Deutsche
Bank Securities Inc. This consent may be given at any time without public
notice. We have entered into a similar agreement with the representatives of the
underwriters. There are no agreements between the representatives and any of our
stockholders or affiliates releasing them from these lock-up agreements prior to
the expiration of the 180-day period.

The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

In order to facilitate the offering of our common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
market price of our common stock. Specifically, the underwriters may over-allot
shares of our common stock in connection with this offering, thus creating a
short position in our common stock for their own account. A short position
results when an underwriter sells more shares of common stock than that
underwriter is committed to purchase. Additionally, to cover these
over-allotments or to stabilize the market price of our common stock, the
underwriters may bid for, and purchase, shares of our common stock in the open
market. Finally, the representatives, on behalf of the underwriters, may also
reclaim selling concessions allowed to an underwriter or dealer if the
underwriting syndicate repurchases shares distributed by that underwriter or
dealer. Any of these activities may maintain the market price of our common
stock at a level above that which might otherwise prevail in the open market.
These transactions may be effected on the Nasdaq National Market or otherwise.
The underwriters are not required to engage in these activities and, if
commenced, may end any of these activities at any time.

At our request, the underwriters have reserved for sale, at the initial
public offering price, up to 524,000 shares or 5.8%, of our common stock being
sold in this offering for our vendors, employees, family members of employees,
customers and other third parties. The number of shares of our common stock
available for sale to the general public will be reduced to the extent these
reserved shares are purchased. Any reserved shares that are not purchased by
these persons will be offered by the underwriters to the general public on the
same basis as the other shares in this offering.

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<PAGE> 72

PRICING OF THIS OFFERING

Prior to this offering, there has been no public market for our common
stock. Consequently, the initial public offering price for our common stock has
been determined by negotiation among us and the representatives of the
underwriters. Among the primary factors considered in determining the public
offering price were:

- prevailing market conditions;

- our results of operations in recent periods;

- the present stage of our development;

- the market capitalization and stage of development of other companies
that we and the representatives of the underwriters believe to be
comparable to our business; and

- estimates of our business potential.

The estimated initial public offering price range set forth on the cover of
this preliminary prospectus is subject to change as a result of market
conditions and other factors.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Latham & Watkins, Menlo Park, California. Certain legal matters
in connection with this offering will be passed upon for the underwriters by
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California. As of the date of this prospectus, attorneys at Latham & Watkins
beneficially own an aggregate of 7,500 shares of our common stock.

EXPERTS

The financial statements for ACLARA BioSciences, Inc. as of December 31,
1998 and 1999 and for each of the three years in the period ended December 31,
1999 and for the period from May 5, 1995 (date of inception) to December 31,
1999, included in this Prospectus, have been so included in reliance on the
report of PricewaterhouseCoopers, LLP, independent accountants, given on their
authority as experts in auditing and accounting.

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<PAGE> 73

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock.
For further information regarding us and our common stock, please refer to the
registration statement and exhibits and schedules filed as part of the
registration statement. Each statement in this prospectus referring to a
contract, agreement or other document filed as an exhibit to the registration
statement is qualified in all respects by the filed exhibit.

You may read and copy all or any portion of the registration statement or
any other information that we file at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the SEC. Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the operation of the public reference rooms. Our
Securities and Exchange Commission filings, including the registration
statement, are also available to you on the Securities and Exchange Commission's
website (http://www.sec.gov).

Upon completion of this offering, we will become subject to the information
and reporting requirements of the Securities Exchange Act of 1934, as amended,
and, in accordance therewith, will file periodic reports, proxy statements and
other information with the SEC. Upon approval of the common stock for the
quotation on the Nasdaq National Market, such reports, proxy and information
statements and other information may also be inspected at the offices of Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.

We intend to provide our stockholders with annual reports containing
financial statements audited by an independent public accounting firm and to
make available to our stockholders quarterly reports containing unaudited
financial data for the first three quarters of each year.

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<PAGE> 74

ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-2
Balance Sheets.............................................. F-3
Statements of Operations.................................... F-4
Statements of Stockholders' Deficit......................... F-5
Statements of Cash Flows.................................... F-6
Notes to Financial Statements............................... F-7
</TABLE>

F-1
<PAGE> 75

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of ACLARA BioSciences, Inc.

In our opinion, the accompanying balance sheets and the related statements
of operations, of stockholders' deficit and of cash flows present fairly, in all
material respects, the financial position of ACLARA BioSciences, Inc. (a company
in the development stage) at December 31, 1998 and 1999 and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999 and for the cumulative period from May 5, 1995 (date of
inception) through December 31, 1999, in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

San Jose, California
February 11, 2000

The foregoing report is in the form that will be signed upon the completion of
the stock split described in Note 12 to the financial statements.

San Jose, California
February 22, 2000

F-2
<PAGE> 76

ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
PRO FORMA
STOCKHOLDERS'
DECEMBER 31, EQUITY
--------------------------- DECEMBER 31,
1998 1999 1999
----------- ------------ -------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 1,746,387 $ 10,249,689
Short-term investments.................................... -- 3,479,250
Accounts receivable....................................... 207,127 615,343
Prepaid expenses and other current assets................. 316,958 434,056
----------- ------------
Total current assets................................ 2,270,472 14,778,338
Property and equipment, net................................. 1,060,922 5,170,597
Restricted cash............................................. -- 625,000
Other assets, net........................................... 29,966 --
----------- ------------
Total assets........................................ $ 3,361,360 $ 20,573,935
=========== ============

LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE
STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 378,492 $ 412,412
Accrued payroll and related expenses...................... 57,878 114,103
Accrued expenses.......................................... 304,837 1,089,594
Notes payable to related parties.......................... 2,418,592 --
Current portion of capital lease obligations.............. 312,919 286,399
Current portion of loans payable.......................... -- 819,773
Deferred revenue.......................................... 200,000 --
----------- ------------
Total current liabilities........................... 3,672,718 2,722,281
Capital lease obligations, less current portion............. 407,187 283,612
Loans payable, less current portion......................... -- 3,086,916
----------- ------------
Total liabilities................................... 4,079,905 6,092,809
----------- ------------
Commitments and Contingencies (Notes 4 and 12)
Mandatorily redeemable convertible preferred stock
(Liquidation value: $10,634,324 at December 31, 1998 and
$36,234,442 at December 31, 1999)....................... 8,818,543 40,973,050 $ --
----------- ------------ ------------
Stockholders' deficit:
Common stock, $0.001 par value:
Authorized: 60,000,000 shares;
Issued and outstanding: 1,593,693 shares at December 31,
1998; 1,703,246 shares at December 31, 1999 and
22,172,995 shares pro forma........................... 1,593 1,703 22,173
Additional paid-in capital.................................. 1,305,684 2,589,162 43,058,331
Deferred stock-based compensation........................... (1,385,473) (6,508,432) (6,508,432)
Notes receivable for common stock........................... (44,366) (6,850) (6,850)
Accumulated other comprehensive income...................... -- 4,413 4,413
Deficit accumulated during the development stage............ (9,414,526) (22,571,920) (22,088,509)
----------- ------------ ------------
Total stockholders' deficit......................... (9,537,088) (26,491,924) $ 14,481,126
----------- ------------ ============
Total liabilities, mandatorily redeemable
convertible stock and stockholders' deficit....... $ 3,361,360 $ 20,573,935
=========== ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 77

ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
CUMULATIVE
PERIOD FROM
MAY 5, 1995
YEAR ENDED DECEMBER 31, (INCEPTION) TO
------------------------------------------ DECEMBER 31,
1997 1998 1999 1999
----------- ----------- ------------ --------------
<S> <C> <C> <C> <C>
REVENUE:
Grant and collaboration...................... $ 2,230,948 $ 1,353,116 $ 2,935,588 $ 7,756,444
License...................................... 400,000 -- -- 860,000
Product...................................... 18,100 -- -- 38,380
----------- ----------- ------------ ------------
Total revenue......................... 2,649,048 1,353,116 2,935,588 8,654,824
----------- ----------- ------------ ------------
OPERATING EXPENSES:
Cost of sales................................ 92,404 -- -- 182,715
Research and development..................... 3,742,488 5,423,656 8,986,774 20,544,474
General and
administrative............................. 635,406 1,321,953 2,266,289 4,764,360
Sales and marketing.......................... 179,002 -- -- 337,583
----------- ----------- ------------ ------------
Total operating expenses.............. 4,649,300 6,745,609 11,253,063 25,829,132
----------- ----------- ------------ ------------
Loss from operations........................... (2,000,252) (5,392,493) (8,317,475) (17,174,308)
Interest income................................ 51,462 86,805 530,543 739,834
Interest expense............................... (49,068) (216,534) (370,462) (654,035)
----------- ----------- ------------ ------------
Net loss....................................... (1,997,858) (5,522,222) (8,157,394) (17,088,509)
Dividend related to beneficial conversion
feature of preferred stock................... -- -- (5,000,000) (5,000,000)
Accretion to redemption value and accrued
dividends on mandatorily redeemable
convertible preferred stock.................. (300,942) (488,466) (5,288,284) (6,292,459)
----------- ----------- ------------ ------------
Net loss attributable to common stockholders... $(2,298,800) $(6,010,688) $(18,445,678) $(28,380,968)
=========== =========== ============ ============
Net loss per common share, basic and diluted... $ (4.02) $ (5.03) $ (11.85)
=========== =========== ============
Shares used in computing net loss per share,
basic and diluted............................ 572,168 1,195,343 1,556,324
=========== =========== ============
Pro forma net loss per share, basic and diluted
(unaudited).................................. $ (0.64)
============
Shares used in computing pro forma net loss per
share, basic and diluted (unaudited)......... 20,546,390
============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE> 78

ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM MAY 5, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
NOTES DEFICIT
RECEIVABLE ACCUMULATED
COMMON STOCK ADDITIONAL DEFERRED FOR OTHER DURING THE
------------------ PAID-IN STOCK-BASED COMMON COMPREHENSIVE DEVELOPMENT
SHARES AMOUNT CAPITAL COMPENSATION STOCK INCOME STAGE
--------- ------ ----------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Common stock and Series A
mandatorily redeemable convertible
preferred stock issued in May 1995
to parent company for tangible and
intangible assets and
liabilities........................ 2 $ -- $ -- $ -- $ -- $ -- $ --

Accretion of redeemable convertible
preferred stock.................... -- -- -- -- -- -- (14,493)

Net loss............................ -- -- -- -- -- -- (454,683)
--------- ------ ----------- ----------- -------- ------ ------------
Balances, December 31, 1995......... 2 -- -- -- -- -- (469,176)

Stock option exercise............... 586,901 587 22,889 -- (22,696) -- --

Accretion of redeemable convertible
preferred stock.................... -- -- (22,889) -- -- -- (177,385)

Net loss............................ -- -- -- -- -- -- (956,352)
--------- ------ ----------- ----------- -------- ------ ------------
Balances, December 31, 1996......... 586,903 587 -- -- (22,696) -- (1,602,913)

Stock option exercise............... 751,434 751 38,612 -- (21,731) -- --

Common stock issued in February 1997
at $0.13 per share in exchange for
equipment.......................... 9,300 9 797 -- -- -- --

Accretion of redeemable convertible
preferred stock.................... -- -- (39,409) -- -- -- (291,533)

Net loss............................ -- -- -- -- -- -- (1,997,858)
--------- ------ ----------- ----------- -------- ------ ------------
Balances, December 31, 1997......... 1,347,637 1,347 -- -- (44,427) -- (3,892,304)

Warrants issued in February 1998.... -- -- 84,534 -- -- -- --

Stock option exercise............... 246,057 246 38,057 -- (22,635) -- --

Repayment of notes receivable from
stockholders....................... -- -- -- -- 22,696 -- --

Deferred stock-based compensation... -- -- 1,671,559 (1,671,559) -- -- --

Amortization of deferred stock-
based compensation................. -- -- -- 286,086 -- -- --

Accretion of redeemable convertible
preferred stock.................... -- -- (488,466) -- -- -- --

Net loss............................ -- -- -- -- -- -- (5,522,222)
--------- ------ ----------- ----------- -------- ------ ------------
Balances, December 31, 1998......... 1,593,694 1,593 1,305,684 (1,385,473) (44,366) -- (9,414,526)

Warrants issued in May 1999......... -- -- 445,694 -- -- -- --

Repurchase of common stock.......... (2) -- -- -- -- -- --

Repurchase of Series A mandatorily
redeemable convertible preferred
stock and accretion of Series A in
March 1999......................... -- -- (2,529,395) -- -- -- --

Stock option exercise............... 109,554 110 23,777 -- -- -- --

Repayment of note receivable from
stockholders....................... -- -- -- -- 37,516 -- --

Deferred stock-based compensation... -- -- 6,102,291 (6,102,291) -- -- --

Amortization of deferred stock-
based compensation................. -- -- -- 979,332 -- -- --

Accretion of redeemable convertible
preferred stock.................... -- -- (2,758,889) -- -- -- --

Beneficial conversion feature
related to issuance of preferred
stock.............................. -- -- -- -- -- -- (5,000,000)

Unrealized gain on investments...... -- -- -- -- -- 4,413 --

Net loss............................ -- -- -- -- -- -- (8,157,394)
--------- ------ ----------- ----------- -------- ------ ------------
Balances, December 31, 1999......... 1,703,246 $1,703 $ 2,589,162 $(6,508,432) $ (6,850) $4,413 $(22,571,920)
========= ====== =========== =========== ======== ====== ============

TOTAL
------------
<S> <C>
Common stock and Series A
mandatorily redeemable convertible
preferred stock issued in May 1995
to parent company for tangible and
intangible assets and
liabilities........................ $ --
Accretion of redeemable convertible
preferred stock.................... (14,493)
Net loss............................ (454,683)
------------
Balances, December 31, 1995......... (469,176)
Stock option exercise............... 780
Accretion of redeemable convertible
preferred stock.................... (200,274)
Net loss............................ (956,352)
------------
Balances, December 31, 1996......... (1,625,022)
Stock option exercise............... 17,632
Common stock issued in February 1997
at $0.13 per share in exchange for
equipment.......................... 806
Accretion of redeemable convertible
preferred stock.................... (330,942)
Net loss............................ (1,997,858)
------------
Balances, December 31, 1997......... (3,935,384)
Warrants issued in February 1998.... 84,534
Stock option exercise............... 15,668
Repayment of notes receivable from
stockholders....................... 22,696
Deferred stock-based compensation... --
Amortization of deferred stock-
based compensation................. 286,086
Accretion of redeemable convertible
preferred stock.................... (488,466)
Net loss............................ (5,522,222)
------------
Balances, December 31, 1998......... (9,537,088)
Warrants issued in May 1999......... 445,694
Repurchase of common stock.......... --
Repurchase of Series A mandatorily
redeemable convertible preferred
stock and accretion of Series A in
March 1999......................... (2,529,395)
Stock option exercise............... 23,887
Repayment of note receivable from
stockholders....................... 37,516
Deferred stock-based compensation... --
Amortization of deferred stock-
based compensation................. 979,332
Accretion of redeemable convertible
preferred stock.................... (2,758,889)
Beneficial conversion feature
related to issuance of preferred
stock.............................. (5,000,000)
Unrealized gain on investments...... 4,413
Net loss............................ (8,157,394)
------------
Balances, December 31, 1999......... $(26,491,924)
============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 79

ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
CUMULATIVE
PERIOD FROM
MAY 5, 1995
YEARS ENDED DECEMBER 31, (INCEPTION) TO
--------------------------------------- DECEMBER 31,
1997 1998 1999 1999
----------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(1,997,858) $(5,522,222) $(8,157,394) $(17,088,509)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization........................... 222,126 331,587 583,859 1,242,564
Amortization of note and long-term debt discount........ -- 15,939 142,877 158,816
Amortization of deferred compensation................... -- 286,086 979,332 1,265,418
Preferred stock issued for interest expense............. -- -- 127,890 127,890
Changes in assets and liabilities:
Accounts receivable................................... (217,577) 119,624 (408,216) (615,343)
Prepaid expenses and other current assets............. 27,456 (283,193) (117,098) (434,056)
Accounts payable...................................... 95,001 (58,148) 33,920 412,412
Accrued payroll and related expenses.................. 33,232 (6,635) 56,225 114,103
Accrued expenses and other liabilities................ (95,166) 289,205 795,330 1,089,594
Deferred revenue...................................... 14,286 (14,286) (200,000) --
----------- ----------- ----------- ------------
Net cash used in operating activities............... (1,918,500) (4,842,043) (6,163,275) (13,727,111)
----------- ----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment..................... (62,302) (21,481) (4,424,384) (4,803,254)
Restricted cash........................................... -- -- (625,000) (625,000)
Purchase of short-term investments........................ -- -- (7,124,837) (7,124,837)
Maturities of short-term investments...................... -- -- 3,650,000 3,650,000
Change in other assets.................................... (100) (14,434) 29,966 3,310
----------- ----------- ----------- ------------
Net cash used in investing activities............... (62,402) (35,915) (8,494,255) (8,899,781)
----------- ----------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under capital lease obligations........ (183,109) (292,044) (356,935) (933,154)
Proceeds from issuance of notes payable to related
parties................................................. 337,187 2,150,000 -- 2,487,187
Proceeds from issuance of loans payable................... -- -- 4,364,587 4,364,587
Repayment of loans payable................................ -- -- (159,369) (159,369)
Proceeds from issuance of preferred stock, net of issuance
costs................................................... 500,000 4,490,665 22,083,128 29,831,133
Repayment of notes payable to related parties............. -- -- (119,099) (119,099)
Repurchase of Series A preferred stock and one share of
common stock............................................ -- -- (2,712,883) (2,712,883)
Proceeds from notes receivable from stockholders.......... -- 22,696 37,516 60,212
Proceeds from issuance of common stock.................... 17,632 15,668 23,887 57,967
----------- ----------- ----------- ------------
Net cash provided by financing activities........... 671,710 6,386,985 23,160,832 32,876,581
----------- ----------- ----------- ------------
Net increase (decrease) in cash and cash equivalents........ (1,309,192) 1,509,027 8,503,302 10,249,689
Cash and cash equivalents, beginning of period.............. 1,546,552 237,360 1,746,387 --
----------- ----------- ----------- ------------
Cash and cash equivalents, end of period.................... $ 237,360 $ 1,746,387 $10,249,689 $ 10,249,689
=========== =========== =========== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest................ $ 49,068 $ 79,867 $ 226,112 $ 371,488
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Additions to property and equipment acquired under
capital lease obligations............................. $ 491,512 $ 354,643 $ 206,840 $ 1,506,704
Issuance of notes receivable in exchange for common
stock................................................. $ 21,731 $ 22,635 $ -- $ 67,602
Net assets obtained in exchange for Series A preferred
stock................................................. $ -- $ -- $ -- $ 36,363
Equipment obtained in exchange for common stock......... $ 806 $ -- $ -- $ 806
Issuance of warrants in connection with notes payable... $ -- $ 84,534 $ 445,694 $ 530,228
Deferred compensation................................... $ -- $ 1,671,559 $ 6,102,291 $ 7,773,850
Accretion of mandatorily redeemable preferred stock and
accrued dividends..................................... $ 330,942 $ 488,466 $ 5,288,284 $ 6,322,459
Conversion of notes payable into preferred stock........ $ -- $ -- $ 2,495,978 $ 2,495,978
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 80

ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS

1. FORMATION AND BUSINESS OF THE COMPANY

ACLARA BioSciences, Inc. (the "Company"), formerly Soane BioSciences, Inc.,
a Delaware corporation, was incorporated on May 5, 1995 for the purpose of
providing miniaturized microfluidic tools for biochemical analysis and
synthesis. The Company's technology has applicability in many markets including
drug discovery, genomics, life science research and diagnostics. The Company's
revenue is currently generated primarily through various grants and contracts
with both governmental and private organizations. The Company is in the
development stage and since inception has devoted substantially all of its
efforts to research and development, raising capital, and recruiting personnel.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UNAUDITED PRO FORMA INFORMATION

If the Company's initial public offering as described in Note 12 is
consummated, all of the preferred stock outstanding will automatically be
converted into common stock. The pro forma mandatorily redeemable convertible
preferred stock and stockholders' deficit at December 31, 1999 has been adjusted
for the assumed conversion of mandatorily redeemable convertible preferred stock
based on the shares of mandatorily redeemable convertible preferred stock
outstanding at December 31, 1999.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with original
or remaining maturities of three months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Carrying amounts of certain of the Company's financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable,
accrued expenses and other liabilities approximate fair value due to their short
maturities. Based upon borrowing rates currently available to the Company for
leases with similar terms, the carrying value of capital lease obligations
approximate fair value.

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

Cash and cash equivalents are invested in deposits with a major local
financial institution. The Company has not experienced any losses on its
deposits of cash and cash equivalents. Management believes that this financial
institution is financially sound and, accordingly, minimal

F-7
<PAGE> 81
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

credit risk exists. The Company's receivables relate to grants and contracts,
and accordingly, there is no collateral required for these receivables.

At December 31, 1998, one government agency accounted for 95% of accounts
receivable, respectively. At December 31, 1999, one collaborator and two
government agencies accounted for 51%, 24% and 19% of accounts receivable,
respectively.

In 1997, three customers individually accounted for 45%, 24% and 12%,
respectively, of the Company's total revenue. In 1998, three customers
(collaborative partners) individually accounted for 44% and 22% and 16%,
respectively, of the Company's total revenue. In 1999, three customers
(collaborative partners) individually accounted for 39%, 36% and 25%,
respectively, of the Company's total revenue.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, three years for computer equipment and
software and five years for machinery, equipment and furniture. Amortization of
leasehold improvements and property and equipment acquired under capital lease
obligations is computed using a straight-line basis over the shorter of the
remaining lease term or the estimated useful life of the related assets,
typically five years.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates the recoverability of long-lived assets in accordance
with Statement of Financial Accounting Standards No. ("SFAS") 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of". SFAS No. 121 requires recognition of impairment of long-lived assets in the
event the net book value of such assets exceeds the future undiscounted cash
flows attributable to such assets.

INCOME TAXES

Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amounts expected to be realized.

RESEARCH AND DEVELOPMENT COSTS

Research and development expenditures are charged to operations as
incurred.

REVENUE RECOGNITION

The Company recognizes grant and collaboration revenue based on meeting
certain requirements, completing milestones as specified in the grants or
collaborations, straight line over the period of certain collaborations or as
work is performed and evidenced by time sheets and expense reports for certain
grants. Revenue on product sales is generally recognized upon shipment of
product to the customer. Revenue on license agreements are recognized on a

F-8
<PAGE> 82
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

straight line basis over the life of services to be rendered under the license
agreements (see Note 5).

CERTAIN RISKS AND UNCERTAINTIES

The Company's products and services are concentrated in rapidly changing,
highly competitive markets which are characterized by rapid technological
advances, changes in customer requirements and evolving regulatory requirements
and industry standards. Any failure by the Company to anticipate or to respond
adequately to technological developments in its industry, changes in customer
requirements or changes in regulatory requirements or industry standards, or any
significant delays in the development or introduction of products or services,
could have a material adverse effect on the Company's business and operating
results.

SEGMENTS

The Company follows Statement of Financial Accounting Standards No. 131, or
SFAS 131, "Disclosures about Segments of an Enterprise and Related Information."
The Company operates in one segment, using one measurement of profitability to
manage its business. All long-lived assets are maintained in the United States.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock issued to Employees" ("APB No. 25") and complies with the
disclosure provisions of Statements of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123").

Under APB No. 25, compensation expense is based on the difference, if any
on the date of the grant, between the fair value of the Company's stock and the
exercise price. SFAS No. 123 defines a "fair value" based method of accounting
for and employee stock option or similar equity instrument. The pro forma
disclosures of the difference between compensation expense included in net loss
and the related cost measured by the fair value method are presented in Note 8.

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS 123 and Emerging Issues Task Force Issue
No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services."

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes new standards of
accounting and reporting for derivative instruments and hedging activities. SFAS
No. 133 requires that all derivatives be recognized at fair value in the
statement of financial position, and that the corresponding gains or losses be
reported either in the statement of operations or as a component of
comprehensive income, depending on the type of relationship that exists. The
Company, to

F-9
<PAGE> 83
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

date, has not engaged in derivative or hedging activities. The Company will
adopt SFAS No. 133, as required, in fiscal year 2000.

NET LOSS PER SHARE

Basic earnings per share is calculated based on the weighted-average number
of common shares outstanding during the period. Diluted earnings per share would
give effect to the dilutive effect of common stock equivalents consisting of
stock options and warrants (calculated using the treasury stock method).
Potentially dilutive securities have been excluded form the diluted earnings per
share computations as they have an antidilutive effect due to the Company's net
loss.

The computation of pro forma net loss per share includes shares issuable
upon the conversion of outstanding shares of convertible preferred stock (using
the as-if converted method) from the original date of issuance.

A reconciliation of shares used in the calculations is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------
1997 1998 1999
----------- ----------- ------------
<S> <C> <C> <C>
Basic and diluted:
Net loss.......................................... $(1,997,858) $(5,522,222) $ (8,157,394)
=========== =========== ============
Dividend related to beneficial conversion feature of
preferred stock................................... -- -- (5,000,000)
Accretion of mandatorily redeemable preferred
stock............................................. (300,942) (488,466) (5,288,284)
----------- ----------- ------------
Net loss attributable to common stockholders........ $(2,298,800) $(6,010,688) $(18,445,678)
=========== =========== ============
Weighted-average shares of common stock
outstanding....................................... 835,839 1,413,211 1,644,946
Less: weighted-average shares subject to
repurchase........................................ (263,671) (217,868) (88,622)
----------- ----------- ------------
Weighted-average shares used in basic and diluted
net loss per share................................ 572,168 1,195,343 1,556,324
=========== =========== ============
Pro forma basic and diluted :
Net loss.......................................... $(13,157,394)
------------
Shares used above
Adjustment to reflect weighted-average effect of
assumed conversion of preferred stock
(unaudited)....................................... 18,990,066
============
Weighted-average shares used in pro forma basic and
diluted net loss per share (unaudited)............ 20,546,390
============
</TABLE>

F-10
<PAGE> 84
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following outstanding options and warrants (prior to the application of
the treasury stock method), and convertible preferred stock (on an as-converted
basis) were excluded from the computation of diluted net loss per share as they
had an antidilutive effect:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1997 1998 1999
--------- --------- ----------
<S> <C> <C> <C>
Options and warrants...................................... 951,839 2,232,521 3,429,536
Convertible preferred stock............................... 10,115,091 12,615,093 20,469,749
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1998 1999
---------- -----------
<S> <C> <C>
Machinery and equipment.............................. $1,168,050 $ 1,676,756
Furniture and fixtures............................... 83,174 265,503
Computer equipment and software...................... 330,803 620,317
Leasehold improvements............................... 133,287 3,846,272
---------- -----------
1,715,314 6,408,848
Less: accumulated depreciation and amortization...... (654,392) (1,238,251)
---------- -----------
$1,060,922 $ 5,170,597
========== ===========
</TABLE>

As of December 31, 1998 and 1999, property and equipment includes amounts
for machinery and equipment, furniture and fixtures, and computer equipment
acquired under capital leases of $1,299,864 and $1,506,704 with related
accumulated amortization of approximately $479,000 and $728,000, respectively.

4. COMMITMENTS AND CONTINGENCIES

OPERATING LEASE

In March 1999, the Company entered into a ten year operating lease for
office space. Rent expense for the years ended December 31, 1997, 1998, 1999 and
for the cumulative period from May 3, 1995 (date of inception) to December 31,
1999, was $172,905, $173,038, $616,715 and $878,046, respectively. In July 1999
the Company entered into three sublease agreements for periods commencing August
1999 and ending between one to two years later.

F-11
<PAGE> 85
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The future annual minimum lease payments and sublease income under the
lease as at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
OPERATING OPERATING
LEASE SUBLEASE
YEAR ENDING DECEMBER 31, COMMITMENTS INCOME
------------------------ ----------- ---------
<S> <C> <C>
2000.......................................... $ 1,052,622 $(718,100)
2001.......................................... 1,089,462 (255,091)
2002.......................................... 1,127,598 --
2003.......................................... 1,167,066 --
2004 and thereafter........................... 7,182,096 --
----------- ---------
Total minimum lease payments........ $11,618,844 $(973,191)
=========== =========
</TABLE>

LEGAL MATTERS

On March 22, 1999, Caliper Technologies corporation ("Caliper") filed suit
in Superior Court of California, naming as defendants Bertram Rowland
("Rowland"), Flehr, Hohbeck, Test, Albritton & Herbert ("Flehr") and the
Company. The suit alleges that Rowland and Flehr, as former counsel to Caliper,
learned trade secrets of Caliper which were then improperly used by Rowland and
Flehr as counsel to the Company, and by the Company, in a patent application by
the Company that resulted in an issued patent, and for other unspecified
purposes. The suit seeks actual and exemplary damages and equitable relief.

On April 26, 1999, the Company filed a patent infringement action against
Caliper in the U.S. District Court in Northern California alleging infringement
of the Company's patent (the "015 patent") which concerns methods and devices
for moving molecules by the application of electrical fields.

See Note 12 for further infringement action since year end.

At this time management of the Company are unable to predict the final
outcome of these matters and the ultimate effect, if any, on the Company's
financial condition, cash flows and results of operations.

5. RESEARCH AND DEVELOPMENT COLLABORATIONS AND LICENSE AGREEMENTS

The Company has entered into several research and development
collaborations. Research payments are received based on completion of milestones
specified in the contracts or grants.

In January 1, 1995, the Company entered into a $120,740 research and
development subcontract with Molecular Dynamics, Inc. for a nine month period to
develop a polymer suitable for microfluidic analysis of DNA. Under this
subcontract, the Company granted to Molecular Dynamics the exclusive option for
a supply arrangement and a worldwide license to use, prepare for packaging,
package, market, sell and distribute the product developed under the
subcontract. The Company agreed for a period ending December 31, 1999, not to
grant such rights to any third party so long that Molecular Dynamics has the
rights to exercise its option or has exercised it.

F-12
<PAGE> 86
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

In August 1996, the Company and Hitachi entered into a License Agreement
under which the Company granted Hitachi certain intellectual property rights in
return for an $800,000 license fee and an agreement to fund up to $480,000 of
research and development at the Company.

In February 1997, the Company entered into an agreement with the R.W.
Johnson Pharmaceutical Research Institute, a Division of Ortho Pharmaceutical
Corporation or "PRI" and the Johnson and Johnson Development Corporation or
"J&J". Under this agreement, the Company developed and delivered to PRI a
prototype microfluidic system intended to demonstrate the feasibility of the
Company's technology for pharmaceutical drug screening.

In March 1998, the Company entered into an amended and restated agreement
with PRI and J&J to develop a prototype microfluidic system having a higher
throughput than the prototype developed under the initial agreement. Under these
agreements, PRI provided the Company with $1,100,000 and $900,000 in 1997 and
1998, respectively. In addition, J&J made an aggregate $2,500,000 equity
investment in the Company (see Note 10 -- Related Party Transactions).

In April 1998, the Company and PE Biosystems entered into a collaboration
agreement under which the Company will jointly develop and, sell to PE
Biosystems units of microfluidic electrophoresis devices under a transfer price
to be determined by a joint committee. In the event that the Company is unable
or unwilling to supply microfluidic devices, the Company will receive a royalty
on net sales by PE Biosystems of the microfluidic electrophoresis devices.
During 1998 and for the year ended December 31, 1999, the Company has not
received any revenue, related to this agreement, from PE Biosystems.

In March 1999, the Company entered into an agreement with PRI and PE
Biosystems, with an effective date of October 1998, which superseded the
Company's previous agreements with PRI. Under this agreement, the Company and PE
Biosystems agreed to develop and provide to PRI advanced prototype microfluidic
systems for pharmaceutical drug screenings. The Company received $1,200,000 in
1999 under this agreement. PE Biosystems and the Company must use reasonable
effort to adhere to certain milestones. Under a side agreement between the
Company and PE Biosystems, any royalty received from PRI for manufacturing or
selling of microfluidic electrophoresis devices will be split between PE
Biosystems and the Company. PRI has the right to terminate this agreement on not
less than 45 days prior written notice to PE Biosystems and the Company if any
milestone is not achieved prior to the end of the 90 day period following the
originally scheduled date for the achievement of a milestone.

In March 1999, the Company and PE Biosystems, entered into a product
development collaboration in the field of high throughput screening. The
agreement covers a collaboration on technological feasibility studies and on
future commercialization of products jointly developed, including manufacturing,
marketing, sales and support programs for such collaboration product. The
collaboration product will be exclusively marketed, sold and supported by PE
Biosystems, who will be responsible for all expenses for marketing, sales and
support of such product. As part of this collaboration, the Company will sell to
PE Biosystems microfluidic electrophoresis devices. Upon expiration of an
exclusive period, the Company will have three months to evaluate any written
development proposal from PE Biosystems; in the event that the Company elects
not to pursue a new development agreement, fails to notify PE Biosystems of its
election to develop and supply such microfluidic electrophoresis devices within
the three month period, the development or manufacture of such devices may be
performed by PE Biosystems pursuant

F-13
<PAGE> 87
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

to a non-exclusive license. If, after a first commercial sale of a microfluidic
device, the net sales do not meet or exceed a specified minimum value, the
Company's obligation to exclusively supply that particular device will
immediately terminate, but PE Biosystems' obligation to exclusively purchase
such device will remain in effect. During the year ended December 31, 1999, the
Company has not recognized any revenue under this agreement.

In October 1999, the Company and Cellomics, Inc. ("Cellomics") entered into
a three year collaboration for an exclusive alliance to develop, manufacture and
market a chip-based screening system for cell analysis. Under this
collaboration, Cellomics agreed to provide funding to support the Company's
research for the first year of the program. During the development and
commercialization phase, the money obtained from third parties shall be divided
between Cellomics and the Company to ensure that each party's expenditure of its
own money on a jointly approved plan is minimized. No later than the end of the
second year of collaboration, the Company will receive from Cellomics the
reasonable cost of manufacturing the microfluidic plates jointly developed and a
reasonable profit margin for items manufactured and supplied by the Company. The
division of any remaining income will be determined by the financial
contribution of each party, net of reimbursed portions, the novelty of their
contributions, the value of the intellectual property that protects components
of the screening systems, the competitive advantages provided by the
contributions of the two parties, their respective responsibilities in
manufacturing, marketing and supporting other on-going expenditures and other
risks. The exact mechanism for the division of any remaining income will be
defined as the collaboration proceeds toward commercialization. For the year
ended December 31, 1999, the Company has not recognized any revenue under this
collaboration.

6. CAPITAL LEASES AND LOANS PAYABLE

In November 1995 and January 1997, the Company entered into capital lease
agreements which provide for up to $1,450,000 of equipment financing through
November 2001 and bear interest between 6.64% - 11.32% per year. Eligible
equipment includes various computer equipment, office furniture and equipment,
and machinery and equipment. Upon the termination of the lease agreements, the
Company is required to renew them or purchase the leased equipment at the then
existing fair market value but not less than 10% or more than 25% of the
original purchase price.

At December 31, 1999, future minimum lease payments under capital leases
are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
2000........................................................ $ 342,193
2001........................................................ 256,282
2002........................................................ 59,271
---------
Total future minimum payments............................... 657,746
---------
Less: amount representing interest.......................... (87,735)
---------
Present value of minimum lease payments..................... 570,011
Less: current portion....................................... (286,399)
---------
Non-current portion......................................... $ 283,612
=========
</TABLE>

F-14
<PAGE> 88
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

In March 1999, the Company entered into a loan agreement with its landlord
to borrow $663,150 for leasehold improvement at an interest rate of 8.5%. The
Company received the proceeds of this loan in December 1999. If the Company were
to default on the payment of the lease for its facilities, the Company would
default on its loan agreement with its landlord.

In May 1999, the Company entered into a loan agreement with a financial
institution to obtain borrowings of up to $5,000,000 in the aggregate, of which
no more than $3,000,000 can be used for leasehold improvement and $2,000,000 can
be used for the purchase of equipment. In the year ended December 31, 1999, the
Company received $721,546 to purchase equipment and $2,959,246 for leasehold
improvement. The loans bear interest of 13.4% to 13.6% and are repaid in 42 to
48 monthly installments. If the Company were to default in the payment of
principal or interest on any indebtedness of $50,000 or the performance of any
agreement related to such loan the Company would default on this loan agreement.
In conjunction with this loan agreement, the Company issued a warrant to
purchase 138,890 shares of common stock at an exercise price of $1.80 per share.
The warrant has a ten year term ending in May 2009. The value of the warrant was
calculated using the Black-Scholes pricing model and has been charged to
additional paid in capital and will be amortized to interest expense over the
life of the loan.

In December 1999, the Company borrowed $663,150 from its landlord under a
ten year promissory note. The note bears interest of 8.5%, with interest to be
calculated on the basis of a 30 day month.

<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
Notes payable in monthly installments at interest rates
ranging from 8.5% - 15% maturing from December, 2002 to
December, 2009............................................ $4,278,101
Less: Current portion....................................... 819,773
Less: discount due to warrants.............................. 371,412
----------
$3,086,916
==========
</TABLE>

Maturities of long term debt were as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
<S> <C>
2000........................................................ $ 819,773
2001........................................................ 1,151,508
2002........................................................ 1,342,484
2003........................................................ 503,287
2004 and thereafter......................................... 461,049
----------
$4,278,101
==========
</TABLE>

7. MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK

MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK

Under the Company's Certificate of Incorporation, as amended, the Company's
convertible redeemable preferred stock is issuable in series. The Company's
Board of Directors is authorized to determine the rights, preferences and terms
of each series.

F-15
<PAGE> 89
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

At December 31, 1998, the amounts, terms and liquidation value of Series A,
Series B, Series C, Series D and Series E mandatorily redeemable convertible
preferred stock were as follows:

<TABLE>
<CAPTION>
SHARES PREFERENTIAL
CARRYING SHARES ISSUED AND LIQUIDATION
AMOUNT AUTHORIZED OUTSTANDING VALUE
---------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
A............................. $ 280,004 4,521,470 4,521,470 $ 2,377,193
B............................. 1,691,818 3,516,699 3,516,699 1,698,139
C............................. 1,572,803 1,615,385 1,615,385 1,530,718
D............................. 552,092 627,691 461,538 528,274
E............................. 4,721,826 2,500,001 2,500,001 4,500,000
Undesignated.................. -- 166,154 -- --
---------- ---------- ---------- -----------
Balances, December 31, 1998... $8,818,543 12,947,400 12,615,093 $10,634,324
========== ========== ========== ===========
</TABLE>

At December 31, 1999, the amounts, terms and liquidation value of Series A,
Series B, Series C, Series D, Series E, Series F, Series F-1, Series G and
Series H mandatorily redeemable convertible preferred stock are as follows:

<TABLE>
<CAPTION>
SHARES PREFERENTIAL
CARRYING SHARES ISSUED AND LIQUIDATION
AMOUNT AUTHORIZED OUTSTANDING VALUE
----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
A............................ $ -- -- -- $ --
B............................ 1,750,438 3,516,699 3,516,699 1,810,553
C............................ 1,607,018 1,615,385 1,615,385 1,642,667
D............................ 590,634 627,691 461,538 608,222
E............................ 4,744,984 2,500,001 2,500,001 4,777,001
F............................ 19,279,975 10,833,332 10,014,999 19,395,998
F-1.......................... -- 10,833,332 -- --
G............................ 3,000,001 1,119,403 1,119,404 3,000,001
H............................ 5,000,000 1,275,000 1,241,723 5,000,000
Beneficial conversion feature
on Series H financing...... 5,000,000 -- -- --
Undesignated................. -- 1,879,157 -- --
----------- ---------- ---------- -----------
Balances, December 31,
1999....................... $40,973,050 34,200,000 20,469,749 $36,234,442
=========== ========== ========== ===========
</TABLE>

DIVIDENDS

The holders of shares of Series B, Series C, Series D, Series E, Series F,
Series G and Series H preferred stock are entitled to receive dividends, out of
any assets legally available prior and in preference to any declaration or
payment of dividends on common stock or any other shares of capital stock at the
rate of $0.032, $0.069, $0.09, $0.144, $0.144, $0.215 and $0.322 per share per
annum, respectively, when and as declared by the Board of Directors. As of
December 31, 1999, no dividends have been declared. Commencing on May 8, 1996,
October 31, 1997, April 17, 1998, March 24, 1999, January 12, 1999, April 28,
2000 and December 30, 2000, dividends on Series B, Series C, Series D, Series E,
Series F, Series G and Series H preferred stock, respectively, shall accrue from
day to day whether or not earned or
F-16
<PAGE> 90
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

declared and are cumulative. At December 31, 1998 and 1999, preferred dividends
accrued and unpaid were $879,811 and $2,434,327 respectively.

In December 1999, the Company issued 1,241,723 of Series H mandatorily
redeemable convertible preferred stock at $4.03 per share for proceeds of
$5,000,000. The issuance resulted in a beneficial conversion feature of
$5,000,000, calculated in accordance with Emerging Issues Task Force No. 98-5,
Accounting for Convertible Securities with Beneficial Conversion Features. The
beneficial conversion feature is reflected as a preferred dividend in the
Statement of Operations for 1999.

LIQUIDATION

In the event of any liquidation, dissolution or winding up of the Company,
either voluntary or involuntary, the holders of Series F mandatorily redeemable
convertible preferred stock shall be entitled to receive, prior and in
preference to any distribution of any assets of the Company to the holders of
Series B, Series C, Series D, Series E Series G or Series H mandatorily
redeemable convertible preferred stock and common stock, an amount per share
equal to the sum of $1.80 plus all accrued and unpaid dividends. The holders of
Series B, Series C, Series D, Series E, Series G and Series H preferred stock
shall be entitled to receive, prior and in preference to any distribution of any
assets of the Company to the holders of common stock, an amount per share equal
to the sum of $0.40, $0.87, $1.08, $1.80, $2.68 and $4.03 plus all accrued and
unpaid dividends on such shares, respectively.

After payment has been made to the holders of the Series B, Series C,
Series D, Series E, Series F, Series G and Series H mandatorily redeemable
convertible preferred stock, the holders of the Series F and common stock shall
be entitled to share ratably in the remaining assets of the Company available
for distribution to its stockholders.

CONVERSION

Each share of Series B, Series C, Series D, Series E, Series F, Series G
and Series H mandatorily redeemable convertible preferred stock is convertible,
at the option of the holder, into such number of fully paid and nonassessable
shares of common stock as determined by dividing the applicable original issue
price by the conversion price applicable to such share in effect at the date of
conversion. Each share of preferred stock shall automatically be converted into
shares of common stock immediately upon the closing of a firm commitment
underwritten public offering in which the aggregate proceeds raised equal or
exceed $15,000,000 and the per share offering price is not less than $5.94 per
share (adjusted to reflect subsequent stock dividends, stock splits or
recapitalization). At December 31, 1999, each share of preferred stock can be
converted to one share of common stock, subject to adjustments under specific
circumstances. The Company has reserved a total of 20,469,749 shares of common
stock for issuance upon the conversion of the outstanding mandatorily redeemable
convertible preferred stock.

REDEMPTION

On March 24, 2005 and 2006, each holder of Series B, Series C, Series D,
Series E, Series F, Series G and Series H mandatorily redeemable convertible
preferred stock will have the right to require the Company to redeem up to 50%
and 100% respectively of such shares of

F-17
<PAGE> 91
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

preferred stock held by such holder on each of those dates. The redemption price
to be paid by the Company upon such redemption's is $0.40 per share of Series B
preferred stock, $0.87 per share for Series C preferred stock, $1.08 per share
for Series D preferred stock, $1.80 per share of Series E and Series F preferred
stock, $2.68 per share of Series G preferred stock and $4.03 per share of Series
H preferred stock, plus all accrued but unpaid dividends. The carrying value of
redeemable convertible preferred stock is increased by periodic accretions using
the interest method so that the carrying amount will equal the redemption amount
at the redemption date.

At December 31, 1999, future minimum accretion to redemption values of
mandatorily redeemable convertible preferred stock, which includes preferred
dividends, are as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
<S> <C>
2000........................................................ $ 2,279,419
2001........................................................ 2,453,128
2002........................................................ 2,610,841
2003........................................................ 2,746,359
2004 and thereafter......................................... 4,887,700
-----------
$14,977,447
===========
</TABLE>

VOTING RIGHTS

The holder of each share of Series B, Series C, Series D, Series E, Series
F, Series G and Series H preferred stock is entitled to one vote for each share
of common stock into which such share of the preferred stock is convertible. The
Board of Directors of the Company consists of five members. One member of the
Board of Directors shall be elected by the holders of record of the Series B
preferred stock voting separately as a class. Two members of the Board of
Directors shall be elected by the holders of record of the Series F preferred
stock, voting separately as a class. One member of the Board of Directors shall
be elected by the holders of record of a majority of the outstanding shares of
common stock and Series B, Series C, Series D, Series E, Series F, Series G and
Series H preferred stock voting together as a single class on an if-converted
basis. Lastly, one member of the Board of Directors shall be either the
President or the Chief Executive Officer of the Company.

REPURCHASE OF SERIES A MANDATORILY REDEEMABLE PREFERRED STOCK

The Company has a right of first refusal to repurchase any outstanding
shares of common stock or Series A mandatorily redeemable convertible preferred
stock held by certain stockholders of the Company in the event the holder of
such shares receives and accepts an offer from a third party to purchase the
stockholder's Series A mandatorily redeemable convertible stock. In March 1999,
the Company repurchased 4,521,470 shares of Series A mandatorily redeemable
convertible preferred stock and two shares of common stock from an investor in
the Company at $0.60 per share for $2,712,883.

F-18
<PAGE> 92
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. STOCKHOLDERS' EQUITY

COMMON STOCK

The Company's Certificate of Incorporation, as amended, authorizes the
Company to issue 60,000,000 shares of $0.001 par value common stock. A portion
of the shares sold are subject to a right of repurchase by the Company over the
vesting period, which is generally over a four year period. At December 31,
1997, 1998 and 1999, 309,879, 125,856 and 51,387 shares of common stock were
subject to repurchase, respectively.

WARRANTS

During 1995, in conjunction with a capital lease agreement, the Company
issued warrants to purchase 45,000 shares of its common stock at a price of
$0.67 per share. The warrants will expire upon the later of November 15, 2005 or
five years subsequent to the closing of an initial public offering of the
Company's common stock.

In December 1996, the Company issued warrants to purchase 150,000 shares of
common stock at a price of $1.33 per share to the lessor of the Company's new
facility. The warrants will expire upon the earliest of December 6, 2003, the
closing of an acquisition of the Company, or five years subsequent to the
closing of an initial public offering of the Company's common stock.

In February 1997, in conjunction with an additional $1,000,000 capital
lease agreement, the Company issued warrants to purchase 50,025 shares of common
stock at $1.33 per share. The warrants will expire upon the later of February
15, 2007 or five years subsequent to the closing of an initial public offering
of the Company's common stock.

In December 1997 and February 1998, in conjunction with the issuance of
$337,187 and $500,000 of promissory notes to related parties, the Company issued
warrants to purchase 62,250 and 92,307 shares of Series D preferred stock at
$1.08 per share, respectively. The warrants will expire at the earliest of 10
years from the date of issuance, the sale or acquisition of the Company or the
effective date of the Company's registration statement.

In May 1999, in conjunction with the loan agreement described in Note 6,
the Company issued warrants to purchase 138,890 shares of common stock at an
exercise price of $1.80 per share. The warrant has a ten year term ending in May
2009.

The value of the warrants was calculated using the Black-Scholes pricing
model and have been charged to additional paid in capital and amortized to
interest expense or rent expense as appropriate over the life of the notes.
Valuation of warrants granted in 1995, 1996 and 1997 was immaterial. The
valuation of warrants granted in 1998 was $84,534 and in the period ended
December 31, 1999 was $445,694.

STOCK OPTION PLANS

As of December 31, 1999, the Board of Directors has reserved 5,014,004
shares of common stock under its 1995 and 1997 Stock Plans (the "Plans") for
issuance to employees, directors and consultants of the Company.

F-19
<PAGE> 93
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Employees can exercise options through the use of a note payable to the
Company. These notes are recourse and have no specific terms attached. The
shares purchased are held in escrow by the Company until the note has been fully
repaid. Interest is charged on the note at federal rates. At December 31, 1999
the balance of notes receivable outstanding was $6,850.

Under the Plans, options granted under the Plans may be incentive stock
options or nonstatutory stock options. Stock purchase rights may also be granted
under the Plans. The Board of Directors determines the period over which options
become exercisable, but they generally vest at a rate of 25% after completing
one year of service and an additional 1/48 of such shares becoming exercisable
each month thereafter and options expire ten years from their vesting start
dates. The exercise price of incentive stock options shall be no less than 100%
of the fair market value per share of the Company's common stock on the grant
date as determined by the Company's Board of Directors. The exercise price of
nonstatutory stock options shall be no less than par value of the Company's
common stock. The term of the options is no longer than five years for incentive
options for which the grantee owns greater than 10% of the voting power of all
classes of stock and no longer than ten years for all other options.

F-20
<PAGE> 94
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Activity under the Plans is as follows:

<TABLE>
<CAPTION>
OUTSTANDING OPTIONS
---------------------------------
WEIGHTED
SHARES AVERAGE
AVAILABLE NUMBER AGGREGATE EXERCISE
FOR GRANT OF SHARES PRICE PRICE
---------- --------- ---------- --------
<S> <C> <C> <C> <C>
Options reserved at Plan inception...... 1,418,501 -- $ --
Options granted....................... (1,252,418) 1,252,418 50,097 $0.04
---------- --------- ---------- -----
Balances, December 31, 1995............. 166,083 1,252,418 50,097 0.04
Additional shares reserved............ 525,000 -- --
Options granted....................... (349,275) 349,275 15,476 0.04
Options exercised..................... -- (586,901) (23,476) 0.04
Options canceled...................... 75,000 (75,000) (3,000) 0.04
---------- --------- ---------- -----
Balances, December 31, 1996............. 416,808 939,792 39,097 0.04
Additional shares reserved............ 750,000 -- --
Options granted....................... (588,018) 588,019 101,126 0.17
Options exercised..................... -- (751,434) (39,363) 0.05
Options canceled...................... 131,813 (131,813) (9,238) 0.07
---------- --------- ---------- -----
Balances, December 31, 1997............. 710,603 644,564 91,622 0.14
Additional shares reserved............ 1,500,000 -- --
Options granted....................... (1,358,127) 1,358,127 606,971 0.45
Options exercised..................... -- (246,057) (38,303) 0.16
Options canceled...................... 148,695 (148,695) (47,019) 0.38
---------- --------- ---------- -----
Balances, December 31, 1998............. 1,001,171 1,607,939 613,271 0.38
Additional shares reserved............ 820,503 -- --
Options granted....................... (1,554,126) 1,554,126 746,105 0.48
Options exercised..................... -- (109,554) (23,887) 0.22
Options cancelled..................... 161,447 (161,447) (53,469) 0.33
---------- --------- ---------- -----
Balances, December 31, 1999............. 428,995 2,891,064 $1,282,020 $0.44
========== ========= ========== =====
</TABLE>

Prior to 1999 there were no significant option grants to consultants.
During 1999 there was a grant of 100,000 options to a consultant at an exercise
price of $0.63. All of these options were still outstanding at December 31,
1999. The charge to income in 1999 for this grant was $48,533 and deferred
compensation as at December 31, 1999 was $1,747,201. The options vest over three
years.

The fair value of each option grant to employees is estimated on the date
of grant using the minimum value method with the following weighted average
assumptions:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
--------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Expected dividend yield..................................... -- -- --
Risk-free interest rate..................................... 6.2% 5.5% 5.3%
Expected life (in years).................................... 5.0 5.0 5.0
</TABLE>

F-21
<PAGE> 95
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The expected life is based on the assumption that stock options on average
are exercised one year after they are fully vested. The risk free interest rate
was calculated in accordance with the grant date and expected life calculated.

The weighted average estimated fair value of employee stock options granted
during 1997, 1998, and 1999 were $0.05, $1.31 and $4.69, respectively.

The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Had compensation cost for the Plans
been determined based on the fair value at the date of the awards consistent
with the provisions of SFAS No. 123, the impact on the Company's net loss would
be as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------
1997 1998 1999
----------- ----------- ------------
<S> <C> <C> <C>
Net loss attributable to common stockholders:
As reported....................................... $(2,298,800) $(6,010,688) $(18,445,678)
Pro forma......................................... (2,304,949) (6,278,709) (19,199,370)
=========== =========== ============
Basic and diluted net loss per common share:
As reported....................................... $ (4.02) $ (5.03) $ (11.85)
=========== =========== ============
Pro forma......................................... $ (4.02) $ (5.25) $ (12.34)
=========== =========== ============
</TABLE>

The options outstanding and currently exercisable by exercise price at
December 31, 1999 are as follows:

<TABLE>
<CAPTION>
OPTIONS CURRENTLY
OPTIONS OUTSTANDING EXERCISABLE
--------------------------------------- -----------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE OPTIONS EXERCISE
PRICES OUTSTANDING LIFE (YEARS) PRICE EXERCISABLE PRICE
-------- ----------- ------------ -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$0.04....................... 140,624 6.25 $0.04 124,235 $0.04
$0.09....................... 38,250 6.80 $0.09 32,625 $0.09
$0.11....................... 80,501 7.57 $0.11 49,763 $0.11
$0.40....................... 1,877,063 8.66 $0.40 1,158,873 $0.40
$0.63....................... 754,626 9.30 $0.63 245,252 $0.63
--------- ---- ---------
2,891,064 8.65 1,610,748
========= ==== =========
</TABLE>

As of December 31, 1997 and 1998, options to purchase 163,638 and 1,260,636
shares of common stock were exercisable under the Plans, respectively.

DEFERRED STOCK COMPENSATION

During 1998 and 1999, the Company issued stock options to certain employees
under the 1995 and 1997 Plan with exercise prices below the deemed fair value of
the Company's common stock at the date of grant. In accordance with the
requirements of APB 25, the Company has recorded deferred stock compensation for
the difference between the exercise price of the stock options and the deemed
fair value of the Company's common stock at the date of grant. This deferred
stock compensation is amortized to expense over the period during which the
options or common stock subject to repurchase vest, generally four years, using
the straight line method. As of December 31, 1998, the Company has recorded
deferred stock compensation related to these options in the total amount of
$1,671,559, of which $286,086 has been amortized to expense

F-22
<PAGE> 96
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

during 1998. As of December 31, 1999 the Company has recorded deferred stock
compensation of $6,102,291 of which $979,332 has been amortized to expense
during the period.

9. EMPLOYEE BENEFIT PLAN

The Company established a 401(k) Plan (the "Plan") to provide tax deferred
salary deductions for all eligible employees. Participants may make voluntary
contributions to the Plan up to 20% of their compensation, limited by certain
Internal Revenue Service restrictions. The Company's matching contribution is
discretionary as determined by the Board of Directors. The Company has not
contributed to the Plan since its inception.

10. RELATED PARTY TRANSACTIONS

In May 1995 the Company issued Series A preferred stock to 2C Optics. The
Chairman of the Company is a member of the board of directors of 2C Optics. The
Series A preferred stock was repurchased by the Company in March 1999 at a price
of $0.60 per share.

During December 1997 and February 1998, the Company issued a total of
$837,187 of promissory notes to executives and stockholders. The notes bear
interest at 9% per year. Principal and accrued interest are due and payable upon
demand by the holder at the earlier of February 15, 1998 or the closing of the
sale of preferred stock to institutional investors with aggregate proceeds of at
least $500,000. The notes and accrued interest are convertible into shares of
the Company's preferred stock in the event of a venture capital financing.

During September 1998, the Company issued $1,650,000 of promissory notes to
executives and stockholders. The notes bear interest at 9% per year. Principal
and accrued interest are due and payable upon demand by the holder at the
earlier of January 31, 1999 or the closing of the sale of preferred stock with
aggregate proceeds of at least $5,000,000. The notes and accrued interest are
convertible into shares of the Company's preferred stock in the event of a
venture capital financing.

All of the above promissory notes and accrued interest were converted into
$2,495,978 of preferred stock in March 1999 or paid as cash of $119,099. Per the
original notes agreements the holder had the right to convert the unpaid
principal balance and accrued interest into shares of the Company's Preferred
Stock issued in a venture capital financing at the same purchase price and upon
the same terms as such shares add to other investors in such venture capital
financing. The unpaid notes and accrued interest were converted into Series F
preferred stock at the purchase price or $1.80 per share.

In February 1997, the Company entered into a research collaboration
(extended in March 1998) with the R.W. Johnson Pharmaceutical Research
Institute, which owns shares of Series D, Series E and Series F mandatorily
redeemable convertible preferred stock.

During 1999, the Company entered into a research collaboration with PE
Biosystems, whose parent PE Corporation owns shares of Series E and Series G
mandatorily redeemable convertible preferred stock, and the R.W. Johnson
Pharmaceutical Research Institute.

Revenue from the above collaborations totalled $1,200,000, $600,000 and
$1,660,000 for the years ended December 31, 1997, 1998 and 1999, respectively.

In addition in April 1998 the Company entered into a collaboration with PE
Biosystems whose parent Corporation is a Series F investor. This agreement is
described in Note 5. No revenue has been received or recognized on this
collaboration.

F-23
<PAGE> 97
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

11. INCOME TAXES

The net deferred tax assets comprise:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1998 1999
----------- -----------
<S> <C> <C>
Net operating loss carryforwards.................... $ 3,294,000 $ 6,000,000
Tax credit carryforwards............................ 542,000 873,000
Other............................................... (14,000) 8,000
----------- -----------
3,822,000 6,881,000
Less: valuation allowance........................... (3,822,000) (6,881,000)
----------- -----------
Net deferred tax assets............................. $ -- --
=========== ===========
</TABLE>

Due to uncertainty surrounding the realization of the favorable tax
attributes in future tax returns, the Company has placed a valuation allowance
against its net deferred tax assets.

At December 31, 1999, the Company had federal and state net operating loss
carryforwards of approximately $15,910,000 and $10,119,000, respectively, and
federal and state tax credits of approximately $441,000 and $432,000,
respectively, available to offset future regular and alternative minimum taxable
income. The Company's net operating loss carryforwards and tax credits expire
between 2000 and 2015 if not utilized.

The Tax Reform Act of 1986 limits the use of net operating loss and tax
credit carryforwards in certain situations where changes occur in the stock
ownership of a company. If the Company should have an ownership change, as
defined by the tax law, utilization of the carryforwards could be restricted.

12. SUBSEQUENT EVENTS (UNAUDITED)

LEGAL MATTERS

On January 18, 2000, Caliper filed a complaint against the Company in the
U.S. District Court of the Northern District of California. The complaint
alleges infringement of four U.S. patents.

Management of the Company is currently unable to predict the final outcome
of this matter and the ultimate effect, if any, on the Company's financial
condition, cashflows and results of operations.

REGISTRATION

In January 2000, the Company's board of directors authorized management to
file a registration statement with the Securities and Exchange Commission to
permit the Company to sell its common stock to the public. Upon completion of
the Company's initial public offering, all of the outstanding preferred stock
will be converted into shares of common stock.

STOCK SPLIT

On February 17, 2000, the board of directors approved a 3-for-2 forward
split of its preferred and common stock. All preferred stock data, common stock
data and common stock option plan information in this report has been restated
retroactively to reflect the split. The split has been approved by the board of
directors but has not yet been approved by the Company's stockholders.

F-24
<PAGE> 98
ACLARA BIOSCIENCES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

EMPLOYEE STOCK PURCHASE PLAN

On February 11, 2000, the board of directors adopted the employee stock
purchase plan under which 450,000 shares have been reserved and approved for
issuance. The 2000 employee stock purchase plan contains successive six-month
offering periods and the price of stock purchased under the plan is 85% of the
lower of the fair value of the common stock either at the beginning of the
period or at the end of the period.

UNASSERTED CLAIM

The Company has received correspondence from an attorney representing a
group of minority stockholders of 2C Optics (the Company's former parent
company), including David Soane, one of the Company's co-founders, alleging
violations of corporate and securities law by the Company and one or more of its
directors with regards to the repurchase by the Company of the Series A
preferred stock in March 1999.

The attorney is threatening litigation to force the Company to sell his
clients shares of the Company's stock, at $0.60 per share (the price at which
they were repurchased), equal to each clients' pro rated portion of the shares
repurchased. No suit has yet been filed. Management of the Company is unable to
predict at this time the final outcome of this matter and the ultimate effect,
if any, on the Company's financial condition, cashflows and results of
operations.

PACKARD BIOSCIENCE COMPANY

In February 2000 the Company entered into a collaboration agreement with
Packard BioScience Company for the commercialization of the Company's Oasis
LabCard chips. Under the agreement, the Company will work together with Packard
BioScience to optimize the performance of Oasis LabCard chips in combination
with automation and detection equipment and with reagents manufactured by
Packard BioScience. Packard BioScience has exclusive rights to market and
distribute the Oasis LabCard chips. The Company will be the exclusive supplier
of Oasis LabCard chips to Packard BioScience, and will share in the net revenue
from Packard BioScience's sales of Oasis LabCard chips and any instruments made
specifically by Packard BioScience to be used with Oasis LabCard chips. The
agreement may be terminated by either party, in its sole discretion and subject
to penalties, upon 90 days prior written notice. Unless terminated earlier, the
agreement will remain in effect until the expiration of the last patent subject
to the agreement.

CERTIFICATE OF INCORPORATION

On February 11, 2000 the board of directors approved the filing of an
amended and restated certificate of incorporation upon completion of the
Company's initial public offering. The amendment will increase the Company's
authorized common stock to 150,000,000 and decrease authorized preferred stock
to 15,000,000.

F-25
<PAGE> 99

YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THE
PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK
MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF
THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY THESE SHARES IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR
SOLICITATION IS UNLAWFUL.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 1
Risk Factors.......................... 5
Special Note Regarding Forward-
Looking Statements.................. 14
Use of Proceeds....................... 15
Dividend Policy....................... 15
Capitalization........................ 16
Dilution.............................. 17
Selected Financial Data............... 18
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 19
Business.............................. 23
Management............................ 45
Certain Relationships and Related
Party Transactions.................. 55
Principal Stockholders................ 59
Description of Capital Stock.......... 62
Shares Eligible for Future Sale....... 65
Underwriting.......................... 67
Legal Matters......................... 69
Experts............................... 69
Where You Can Find More Information... 70
Index to Financial Statements......... F-1
</TABLE>

DEALER PROSPECTUS DELIVERY OBLIGATIONS:

UNTIL , 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT BUY, SELL OR TRADE IN THESE SHARES OF COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. DEALERS
ARE ALSO OBLIGATED TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- ---------------------------------------------------------

LOGO

9,000,000 SHARES

COMMON STOCK
DEUTSCHE BANC ALEX. BROWN
WARBURG DILLON READ LLC
U.S. BANCORP PIPER JAFFRAY
PROSPECTUS

, 2000
<PAGE> 100

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than the
underwriting discount and commissions, payable by the Registrant in connection
with the sale of the Common Stock being registered. All amounts are estimates
except the SEC registration fee, the NASD filing fees and the Nasdaq National
Market listing fee.

<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
---------
<S> <C>
SEC registration fee........................................ $ 40,986
NASD filing fee............................................. 16,025
Nasdaq National Market listing fee.......................... 90,000
Legal fees and expenses..................................... 400,000
Accounting fees and expenses................................ 250,000
Printing and engraving...................................... 150,000
Blue sky fees and expenses (including legal fees)........... 5,000
Transfer agent fees......................................... 10,000
Miscellaneous............................................... 27,989
--------
Total..................................................... $990,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Restated Certificate of Incorporation in effect as of the date hereof,
and our Restated Certificate of Incorporation to be in effect upon the closing
of this offering (collectively, the "Certificate") provide that, except to the
extent prohibited by the Delaware General Corporation Law, as amended (the
"DGCL"), the Registrant's directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for any breach of fiduciary
duty as directors of the Registrant. Under the DGCL, the directors have a
fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the DGCL. This provision also does not affect the directors' responsibilities
under any other laws, such as the Federal securities laws or state or Federal
environmental laws. The Registrant has applied for liability insurance for its
officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the

II-1
<PAGE> 101

corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the Registrant may
fully indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The registrant has sold and issued the following securities since January
1, 1997:

(1) From January 1, 1997 through December 31, 1999, we granted stock
options to purchase 3,404,691 shares of our common stock at exercise
prices ranging from $0.09 to $0.63 per share to our employees and
consultants under our 1997 Stock Plan. Of these stock options, 345,852
shares have been cancelled or have lapsed without being exercised,
316,650 shares have been exercised, no shares have been repurchased and
2,742,189 shares remain outstanding.

(2) In February 1997, we issued a warrant to purchase 50,025 shares of our
common stock at an exercise price of $1.33 per share to Phoenix Leasing
Incorporated.

(3) On April 17, 1997 we issued and sold an aggregate of 461,538 Series D
Redeemable Preferred Stock to Johnson and Johnson Development
Corporation for an aggregate purchase price of $500,000.

(4) From December 1997 to February 1998, we entered into a Note and Warrant
Purchase Agreement with Mark A. Medearis, Charles Crocker, Matthew J.
Franklin, Johnson and Johnson Development Corporation, Laboratory
Partners I, L.P., Laboratory Partners Companion Fund, L.P., Ampersand
Specialty Materials and Chemicals II, L.P., Chemicals and Materials
Enterprise Associates, L.P., S&A Biotech Investments, LLC, and David
Soane. Pursuant to this agreement, we issued warrants to purchase
154,500 shares of our Series D Redeemable Preferred Stock and issued
and sold Subordinated Promissory Notes in the aggregate principal
amount of $837,187 to the entities listed above.

(5) From March through April 1998, we issued an aggregate of 2,500,001
shares of Series E Redeemable Preferred Stock to Johnson and Johnson
Development Corporation and PE Corporation for an aggregate purchase
price of $4,500,000.

II-2
<PAGE> 102

(6) On September 3, 1998, we issued and sold Convertible Subordinated
Promissory Notes in the aggregate principal amount of $1,650,000 to
Johnson & Johnson Development Corporation, Lab Partners I, L.P., Lab
Partners Companion Fund, L.P., Ampersand Specialty Materials and
Chemicals II, L.P., Chemicals and Materials Enterprise Associates, L.P.

(7) From January through March 1999, we issued and sold an aggregate of
10,014,999 shares of Series F Preferred Stock in a private placement to
Alta California Partners II, L.P., Alta Embarcadero Partners II, L.P.,
TECHAMP International, L.P., Singapore Bio-Innovations Pte. Ltd.,
Johnson & Johnson Development Corporation, Laboratory Partners I, L.P.,
Laboratory Partners Companion Fund, L.P., Ampersand Specialty Materials
and Chemicals II, L.P., Chemicals and Materials Enterprise Associates,
L.P., CMEA Life Sciences Fund, L.P., Matthew J. Franklin, Mark
Medearis, GIMV, N.V., H. Gill Sawhney, Lion Investments Ltd., Westpool
Investment Trust, plc., Weber Family Trust dated 1/6/89, Burrill AgBio
Capital Fund, L.P., Wendy R. Hitchcock, and Michael W. Hall for an
aggregate purchase price of $18,027,000. $2.5 million of this price was
paid for by the conversion of outstanding Convertible Subordinated
Promissory Notes we previously issued on December 15, 1997, February 6,
1998, and September 3, 1998 to Johnson and Johnson Development
Corporation, Laboratory Partners I, L.P., Laboratory Partners Companion
Fund, L.P., Ampersand Specialty Materials and Chemicals II, Limited
Partnership, Chemicals and Materials Enterprise Associates, L.P.,
Matthew Franklin, and Mark A. Medearis. At this time, we also paid the
entire principal amount and interest accrued on Subordinated Promissory
Notes previously issued to David Soane, Charles Crocker, and S&A
Biotech Investments, LLC.

(8) On April 29, 1999, we issued and sold an aggregate of 1,119,404 shares
of Series G Redeemable Preferred Stock to PE Corporation for an
aggregate purchase price of $3,000,000.

(9) On May 28, 1999, we issued a warrant to purchase 138,890 shares of our
common stock at an exercise price of $1.80 per share to TBCC Funding
Trust in connection with a Master Loan and Security Agreement between
Transamerica Business Credit Corporation and us.

(10) On December 30, 1999, we issued and sold an aggregate of 1,241,723
shares of Series H Redeemable Preferred Stock to Asea Brown Boveri
Inc. for an aggregate purchase price of $5,000,000.

The sale of the above securities were deemed to be exempt from registration
under the Securities Act in reliance on Section 4(2) of the Securities Act, or
Regulation D promulgated thereunder, or, with respect to issuances to employees
and consultants, Rule 701 promulgated under Section 3(b) of the Securities Act
as transactions by an issuer not involving a public offering or transactions
pursuant to compensatory benefit plans and contracts relating to compensation as
provided under such Rule 701. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investment purposes only and not with a view to or for sale in connection with
any distribution thereof and appropriate legends were affixed to the instruments
representing such securities issued in such transactions. All recipients either
received adequate information about ACLARA BioSciences, Inc. or had adequate
access, through their relationships with ACLARA BioSciences, to such
information.

II-3
<PAGE> 103

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
**1.1 Form of Underwriting Agreement
*3.1 Restated Certificate of Incorporation of ACLARA BioSciences,
Inc. in effect as of January 20, 2000
*3.2 Bylaws of ACLARA BioSciences, Inc., as currently in effect
*3.3 Form of Amended and Restated Certificate of Incorporation to
be filed after the closing of the offering made under this
registration statement
*3.4 Form of Amended and Restated Bylaws of ACLARA BioSciences,
Inc., to be in effect after the closing of the offering made
under this registration statement
*3.5 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation, filed February 16, 2000
*4.1 Specimen Common Stock certificate
*5.1 Form Opinion of Latham & Watkins
*10.1 Form of Indemnification Agreement between ACLARA and each of
our directors and officers
*10.2 1995 Stock Option Plan
*10.3 Amended and Restated ACLARA BioSciences, Inc. 1997 Stock
Plan
*10.4 Amended and Restated Investors' Rights Agreement, dated as
of December 30, 1999
*10.5 Change of Control Agreement by and between Joseph M. Limber
and ACLARA BioSciences, Inc., effective as of January 19,
2000
*10.6 Change of Control Agreement by and between Herbert H. Hooper
and ACLARA BioSciences, Inc., effective as of January 19,
2000
*10.7 Change of Control Agreement by and between Wendy R.
Hitchcock and ACLARA BioSciences, Inc., effective as of
January 19, 2000
*10.8 Lease Agreement between ACLARA BioSciences, Inc. and The
Pear Avenue Group, dated March 1, 1999
*10.9 Master Equipment Lease between Phoenix Leasing and Soane
BioSciences, Inc., dated as of November 15, 1995
++10.10+ Agreement for an Exclusive Alliance to Develop, Manufacture
and Market a Chip-Based Screening System for Cell Analysis
between Cellomics, Inc. and ACLARA BioSciences, Inc, dated
as of October 26, 1999
*10.11+ Collaboration Agreement between ACLARA BioSciences, Inc. and
The Perkin-Elmer Corporation, dated as of March 19, 1999
*10.12+ Side Agreement between ACLARA BioSciences, Inc. and The
Perkin-Elmer Corporation, dated as of March 19, 1999
*10.13+ Custom Instrument Development and Commercialization
Agreement between the The R.W. Johnson Pharmaceutical
Research Initiative, The Perkin-Elmer Corporation and ACLARA
BioSciences, Inc., signed in March 1999
*10.14+ Collaboration Agreement between Soane BioSciences, Inc. and
The Perkin-Elmer Corporation, dated as of April 25, 1998
*10.15 Master Loan and Security Agreement by and between ACLARA
BioSciences, Inc. and Transamerica Business Credit
Corporation, dated as of May 27, 1999
++10.16 ACLARA BioSciences, Inc. Employee Stock Purchase Plan
++10.17+ Agreement between Packard BioScience Company and ACLARA
BioSciences, dated as of February 21, 2000
*10.18 Consulting Agreement with Dr. Eric Lander dated as of
January 15, 2000
10.19 Consulting Agreement with Mr. Andre Marion dated as of
January 19, 2000
</TABLE>

II-4
<PAGE> 104

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
23.1 Consent of PricewaterhouseCoopers LLP
*23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
*23.3 Consent of Director-Elect
*24.1 Powers of Attorney
*27.1 Financial Data Schedule
</TABLE>

- -------------------------
* Previously filed.

** To be supplied by amendment.

+ Confidential treatment has been requested for portions of this agreement.

++ Replaces previously filed exhibit.

(b) FINANCIAL STATEMENT SCHEDULES.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act of 1933, shall be deemed to be part
of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and this offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 105

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Mountain View, State of California, on this second day of March, 2000.

ACLARA BioSciences, Inc.

By: /s/ JOSEPH M. LIMBER
------------------------------------
Name: Joseph M. Limber
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to the Registration Statement has been signed by the
following persons in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ JOSEPH M. LIMBER President, Chief Executive March 2, 2000
- ----------------------------------------------------- Officer and Director
Joseph M. Limber (Principal Executive Officer)

/s/ WENDY R. HITCHCOCK Chief Financial Officer March 2, 2000
- ----------------------------------------------------- (Principal Financial and
Wendy R. Hitchcock Accounting Officer)

* Director March 2, 2000
- -----------------------------------------------------
Thomas R. Baruch

* Director March 2, 2000
- -----------------------------------------------------
Jean Deleage

* Director March 2, 2000
- -----------------------------------------------------
Michael W. Hunkapiller

* Director March 2, 2000
- -----------------------------------------------------
Eric S. Lander

* Director March 2, 2000
- -----------------------------------------------------
Andre F. Marion

* Director March 2, 2000
- -----------------------------------------------------
David J. Parker

*By: /s/ WENDY R. HITCHCOCK
- -----------------------------------------------
Wendy R. Hitchcock
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 106

EXHIBIT INDEX

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
**1.1 Form of Underwriting Agreement
*3.1 Restated Certificate of Incorporation of ACLARA BioSciences,
Inc. as currently in effect
*3.2 Bylaws of ACLARA BioSciences, Inc., as currently in effect
*3.3 Form of Amended and Restated Certificate of Incorporation to
be filed after the closing of the offering made under this
registration statement
*3.4 Form of Amended and Restated Bylaws of ACLARA BioSciences,
Inc., to be in effect after the closing of the offering made
under this registration statement
*3.5 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation, filed February 16, 2000
*4.1 Specimen Common Stock certificate
*5.1 Form Opinion of Latham & Watkins
*10.1 Form of Indemnification Agreement between ACLARA and each of
our directors and officers
*10.2 1995 Stock Option Plan
*10.3 Amended and Restated ACLARA BioSciences, Inc. 1997 Stock
Plan
*10.4 Amended and Restated Investors' Rights Agreement, dated as
of December 30, 1999
*10.5 Change of Control Agreement by and between Joseph M. Limber
and ACLARA BioSciences, Inc., effective as of January 19,
2000
*10.6 Change of Control Agreement by and between Herbert H. Hooper
and ACLARA BioSciences, Inc., effective as of January 19,
2000
*10.7 Change of Control Agreement by and between Wendy R.
Hitchcock and ACLARA BioSciences, Inc., effective as of
January 19, 2000
*10.8 Lease Agreement between ACLARA BioSciences, Inc. and The
Pear Avenue Group, dated March 1, 1999
*10.9 Master Equipment Lease between Phoenix Leasing and Soane
BioSciences, Inc., dated as of November 15, 1995
++10.10+ Agreement for an Exclusive Alliance to Develop, Manufacture
and Market a Chip-Based Screening System for Cell Analysis
between Cellomics, Inc. and ACLARA BioSciences, Inc, dated
as of October 26, 1999
*10.11+ Collaboration Agreement between ACLARA BioSciences, Inc. and
The Perkin-Elmer Corporation, dated as of March 19, 1999
*10.12+ Side Agreement between ACLARA BioSciences, Inc. and The
Perkin-Elmer Corporation, dated as of March 19, 1999
*10.13+ Custom Instrument Development and Commercialization
Agreement between the The R.W. Johnson Pharmaceutical
Research Initiative, The Perkin-Elmer Corporation and ACLARA
BioSciences, Inc., signed in March 1999
*10.14+ Collaboration Agreement between Soane BioSciences, Inc. and
The Perkin-Elmer Corporation, dated as of April 25, 1998
*10.15 Master Loan and Security Agreement by and between ACLARA
BioSciences, Inc. and Transamerica Business Credit
Corporation, dated as of May 27, 1999
++10.16 ACLARA BioSciences, Inc. Employee Stock Purchase Plan
++10.17+ Agreement between Packard BioScience Company and ACLARA
BioSciences, dated as of February 21, 2000
*10.18 Consulting Agreement with Dr. Eric Lander dated as of
January 15, 2000
10.19 Consulting Agreement with Mr. Andre Marion dated as of
January 19, 2000
23.1 Consent of PricewaterhouseCoopers LLP
*23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
*23.3 Consent of Director-Elect
*24.1 Powers of Attorney
*27.1 Financial Data Schedule
</TABLE>

- -------------------------
* Previously filed.
** To be supplied by amendment.
+ Confidential treatment has been requested for portions of this agreement.
++ Replaces previously filed exhibit.

<PAGE> 1
EXHIBIT 10.10

AGREEMENT FOR AN EXCLUSIVE ALLIANCE TO DEVELOP, MANUFACTURE AND
MARKET A CHIP-BASED SCREENING SYSTEM FOR CELL ANALYSIS

This is an agreement executed this Twenty-sixth day of October, 1999,
hereinafter the "Effective Date") between Cellomics, Inc., 635 William Pitt
Way, Pittsburgh, PA. 15238 (hereinafter CELLOMICS) and ACLARA BioSciences Inc.
1288 Pear Avenue, Mountain View, CA 94043-1432 (hereinafter ACLARA).

RECITALS

Whereas CELLOMICS has expertise in drug discovery, patterning cells on
substrates, cell analyses, luminescence detection, imaging science and
informatics;

Whereas ACLARA has expertise in microfluidics, design and engineering of
microdevices in plastic, and process engineering;

Whereas CELLOMICS and ACLARA desire to form a development, manufacturing and
marketing alliance to produce a Screening System for the life sciences to
perform Cell-based Assays.

Now, therefore, in consideration of the covenants and conditions contained
herein, the Parties, intending to be legally bound, agree as follows:

1. Definitions

1.1 "Cassette" means an assembled unit comprising an operable combination of a
Cell Plate and Microfluidic Plate.

1.2 "Cell-based Array" means any assay in which a biological target molecule or
organelle is analyzed in, on and [*]. The cells can be from any life form
including but not limited to bacteria, animals and plants.

1.3 "Cell Plate" means a glass or plastic plate material having a modified
surface that supports selective adhesion of cells in discrete regions.

1.4 "EAP" shall mean an Early Access Partner. This is a third party that has
executed a TAP Agreement approved by the JSC pursuant to which such third
party (i) is provided access to Prototypes during the Development Phase and
(ii) pays a fee for having early access under the applicable TAP.

1.5 "High Content Screening (HCS)" means the activity or status of cells in the
Cassette [*].

1.6 "High Throughput Screening (HTS)" means the measurement of single values
that represent the average or total of a signal obtained from a single
well in a Cassette,

CONFIDENTIAL

[*] 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 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

-1-
<PAGE> 2
regardless of whether the signal is produced intra- or extracellularly. The
single values will be obtained as a group of values as to different
candidate compounds or different indications resulting from the same
compound.

1.7 "Intellectual Property Milestone" shall be when the Parties complete a
Prototype and the aggregate commitment from the TAP shall be [*] based on
individual EAP fees of at least [*].

1.8 "JSC" shall mean the Joint Steering Committee, which will be composed of
equal numbers of members from both CELLOMICS and ACLARA, not to exceed a
total of eight, which members may be changed from time to time by the Party
whom they represent, and to be chaired by the Project Leaders for the
Parties.

1.9 "Liquid Transfer System" means any system used for transferring materials
to the Cassette.

1.10 "Luminescence-based Reagents" are reagents that result in light emission
for use in Cell-based Assays.

1.11 "Microfluidic Plate" means microfluidic device of an electrically
non-conducting material designed to mate with the Cell Plate to [*].

1.12 "Microplate" means a standard multiwell plate most commonly of 96 or 384
wells, but also available in 6, 12, 24, 48, 1536 and other formats with
overall dimensions of about 3.5 x 4.5 cm.

1.13 "Program" shall mean a research program to develop a Screening System as
set forth in the Workplan.

CONFIDENTIAL

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<PAGE> 3
1.14 "Prototype" shall mean a development stage Screening System meeting all or
most of the specifications set forth in the applicable Workplan, however,
not in a format useful for general sale and commercial distribution. A
Prototype is typically suitable for delivery to an EAP.

1.15 "Reader" shall mean the optical system and accompanying software
developed for reading the Luminescence signals from the cells.

1.16 "Revenue Source" is any source of revenues to support the Program other
than internal sources, including but not limited to government grants, EAP
fees, funds from the other Party and funds from collaborators other than
a Party.

1.17 "Robotics" means the mechanical units for assembling and moving the
components necessary for performing a Cell-based Assay with a Cassette.

1.18 "Screening System" shall mean the Cassette, Robotics, Reader, Liquid
Transfer System, software and such other integrated peripheral devices to
conduct High Throughput and/or High Content Screening, including
disposables. The Screening System shall be all of the hardware and
software to provide a complete system for performing Cell-based Assays
(except for the Luminescence-based Reagents and such other reagents as
may be used for Cell-based Assays).

1.19 "TAP" shall mean Technology Access Program between ACLARA and CELLOMICS
with companies which shall serve as EAPs.

1.20 "Workplan" shall list goals and tasks detailing the actual work expected
to be done, with timelines, budget and a delineation of responsibilities.

2. Development

2.1 The "Field" of this collaboration is the development of an automated
system for [*]. It is an essential term of this agreement that
CELLOMICS agrees to work exclusively with ACLARA on any and all
matters involving microfluids in Cell-based Assays and ACLARA
agrees to work exclusively with CELLOMICS on any and all matters
involving Cell-based Assays during the Program.

2.2 This Agreement will become effective on the Effective Date.

2.3 CELLOMICS is attempting to obtain [*] to be permitted to utilize [*]
to support ACLARA's research effort for the [*] of the Program.
Whether or not CELLOMICS ever obtains such approval from [*],
CELLOMICS is obligated to and hereby commits to pay [*] to support
ACLARA's said research for the [*] of the

CONFIDENTIAL

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<PAGE> 4
Program in [*]. During the period in which CELLOMICS is paying
ACLARA, ACLARA shall provide CELLOMICS with a statement of the cost
allocated to the Program as determined in accordance with reasonable
accounting procedures used internally by ACLARA within thirty (30)
days of receipt of the quarterly check due ACLARA. The dates on
which such payments are due may be changed in accordance with the
date of initiation of work by ACLARA and the rate at which employees
are hired by ACLARA to perform the Program.

2.4 During the first year of the term of this agreement ("First Year"),
the Parties agree to work in accordance with the Workplan set forth
in Appendix A, with the goal to have a Prototype of the Cassette by
the first anniversary of the Effective Date. The goal during the
First Year is to optimize the Cell Plate and Microfluidic Plate
design and interfacing to enable fabrication of a functional
Cassette. This Cassette is intended to have the specifications for
and serve as a testbed for a [*]. In addition, it is intended that
the Parties will use this Cassette as a working Prototype in a TAP
program. Development of the Cassette Prototype will be directed to
enable: [*]. During the First Year and thereafter, each Party will
provide written reports with thirty (30) days of the end of each
calendar quarter of the progress it has made during such quarter and
the work to be performed in the next quarter and a written summation
of the work accomplished at the end of each calendar year within
thirty (30) days of the end of such calendar year.

2.5. Notwithstanding the intention to achieve the goals of the Workplan
for the First Year, it is understood that in order to staff the
Program, ACLARA and CELLOMICS will be required to hire new personnel
or transfer existing personnel as they may become available. While
each Party will act diligently to staff the Program in accordance
with the Program's needs and available funding, the timing of such
hires or transfers is not completely within the control of the
Parties and the schedule of the Workplan may be delayed. At each
quarterly meeting of the JSC, the accomplishment of the previous
quarter, and the available funding, committed or to be committed,
will be evaluated and the Workplan modified, if necessary, in light
of the circumstances then pertaining.

2.5.i. If prior to the occurrence of the Intellectual Property
Milestone there appears to either Party to be an
insufficient Revenue Source at that time or in the
reasonably foreseeable future to support the Program in the
amounts required by each Party for its performance, the JSC
shall review the situation and report to the respective
CEO's its recommendation as to how to proceed within sixty
(60) days of notification by either Party that such Party
believes there is an insufficient Revenue Source to support
the Program. If the CEOs cannot agree within sixty (60) days
of receiving

CONFIDENTIAL

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<PAGE> 5
notification from the JSC as to how to proceed, either Party
may terminate this Agreement upon giving prompt notice of
termination to the other Party without obligation to license
the other party under the terminating Party's intellectual
property. If the Program is terminated for other than material
breach prior to the completion of the Intellectual Property
Milestone, the parties will negotiate in good faith to allow a
continuing party to continue the Program.

2.5.ii. Notwithstanding Paragraph 2.5.i, after the Intellectual
Property Milestone has been achieved, the terminating Party
will be obligated to license the continuing Party under the
terminating Party's intellectual property to continue to
develop and commercialize the Prototype and Screening System
as hereinafter provided. Upon termination by one Party for
other than material breach, with the Intellectual Property
Milestone having been achieved, the other Party may continue
the Program and the terminating Party agrees to enter into
negotiations within thirty (30) days of such termination with
the other Party over the terms of such license which the
terminating Party is obligated to license to the continuing
Party under its intellectual property, both background and
foreground, on reasonable terms and conditions to make, use
and sell Screening Systems substantially conforming to the
Screening System which was to be jointly developed.

2.6 Assuming financing is obtained as required to support the Program
for the second and third years of the term of this Agreement, or
such other periods in which the goals of these years are to be
fulfilled as determined by the JSC, a Screening System will be
developed, which is intended to offer a complete solution to the
need for flexibility in Cell-based Assays starting with an initial
focus on [*]. The Screening System will be designed to have the
ability to provide a complete portfolio of assays including [*].
The Screening System will offer a ready-to-use and easy-to-use
solution for the life scientist and further will promote
penetration of sophisticated Cell-based Assays HCS in drug
discovery. The target pharmaceutical customer for the Screening
System is an entity with significant biological expertise in
primary screening, a therapeutic group or a specialty such as [*].

2.7 The development program for [*] of the term of this agreement is
set forth in Appendix B with the intention of developing a
Screening System. The 3D Cassette will have a high density plumbing
architecture for selective addressing of a high density of
micro-arrayed cells on the Cell Plate. The initial design and
prototypes will focus on multiples of 96 well patterns in a
footprint ranging from [*].

2.8 CELLOMICS shall be responsible for identifying sources for the
Robotics, Reader and such other equipment, which is not available
from or to be developed

CONFIDENTIAL

-5-
<PAGE> 6
by the Parties to this agreement. Selection of one or more sources
for providing the additional equipment will begin not later than
four (4) months after a Cassette Prototype has been shown to be
satisfactory to the Parties. CELLOMICS shall submit to ACLARA a
list of potential sources of producing the components of the
Screening System not already being produced by either ACLARA or
CELLOMICS. ACLARA and CELLOMICS shall mutually agree on the
priority in which these sources are to be approached, and
additional candidates added, neither party shall unreasonably
withhold such agreement. Such third party(s) and the terms upon
which they agree to participate in developing the Screening System
shall be proposed and negotiated by CELLOMICS and shall be subject
to the review, but not the approval of the JSC.

2.9 In [*] of the term of this Agreement, the Parties will direct their
efforts to the development of a Screening System commercial product.
The Prototype developed in [*] is to be taken through the final
phase of the product development cycle and to establish
manufacturing, marketing and sales.

2.10 A complete Screening System will include all the components
required by a user to take a library of compounds stored in a
Microplate format and screen the library of compounds against a
target, producing a data set in a standard database format for ease
of access. The responsibilities of the Parties as to the following
components that are required to accomplish this goal are:

- CELLOMICS
[*]

- ACLARA
[*]

3. Funding

3.1 A budget is set forth for the First Year in Appendix B. Promptly
after execution of this Agreement, the Parties will submit a
proposed budget for [*], which budget shall be subject to review,
modification, and approval by the JSC. These budgets will be the
basis for [*] and provide for the division of money received from
[*] between the Parties.

CONFIDENTIAL

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<PAGE> 7
3.2. Not later than three (3) months after initiation of the
Workplan, the JSC will prepare and submit a budget to [*]
based on the budgets submitted by the Parties requesting an
increase in the total funding for both companies to accelerate
the development of the Screening System. Not later than [*],
the Parties will prepare and submit a [*] grant. The budget
may reflect provision for sources of components of the
Screening System, which the Parties do not intend to develop
or supply.

3.3 CELLOMICS and ACLARA will jointly prepare a TAP to attract
companies as EAPs that will fund the Program. CELLOMICS and
ACLARA will jointly make presentations to the pharmaceutical
industry. The Parties will develop jointly the basic terms for
a TAP, which shall be the basis for entering into agreements
with EAPs. The TAP will be developed not later than one (1)
month from the completion of a satisfactory Cassette
Prototype.

4. Commercialization plan

4.1. Final product development and component manufacturing: The
Prototype completed in [*] and delivered as a beta test system
to at least [*] EAPs in [*] will be developed into a Screening
System component for manufacturing. ACLARA will be responsible
for final engineering and establishment of manufacturing
capability for the Microfluidic Plate. ACLARA is developing a
[*], and if applicable, ACLARA will contribute this to the
Screening System. If incremental development is required to
render this [*] applicable to the Screening System, the JSC
may adjust the Workplan accordingly. CELLOMICS will be
responsible for Cell Plates, all reagents, assays, and
protocols. CELLOMICS will work to ensure that the components
which neither Party intends to produce are made available from
a third party and are available for commercialization of the
Screening System. CELLOMICS will be responsible for the final
development and manufacturing of the remaining components of
the Screening System.

4.2. Manufacturing of the integrated system: The final
manufacturing, packaging and delivery of [*] and other
Cell-based Assay reagents, Cassettes and Screening Systems to
customers will be the responsibility of CELLOMICS. Prior to
the initiation of manufacturing of a Cassette, the Parties
will enter into a supply agreement in which ACLARA will be
responsible for delivering to CELLOMICS, or a third party
designated by CELLOMICS, sufficient quantities of Microfluidic
Plates for packaging with Cell Plates. Such supply agreement
will provide for indemnification of the other Party on
conventional terms for the intentional, willful, or negligent
act or failure to act of one Party, giving rise to a claim
against the other Party. The supply terms for ACLARA's
delivery to CELLOMICS shall be conventional, giving due regard
to

CONFIDENTIAL

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<PAGE> 8

the size of the batches required, the effect of volume on price,
agreements with third parties for manufacture of the Microfluidic
Plates and the time required for initiating a run of Microfluidic
Plates. CELLOMICS will provide ACLARA with sales projections on a
rolling basis. Inventory shall be the responsibility of CELLOMICS.

4.3. Deliver Production Systems: For all life science applications,
CELLOMICS will have full responsibility for ensuring that all
components of the Screening System are available for marketing,
marketing of the Screening System, and providing support for the
Screening Systems and its components. The target markets for these
systems will include, but not be limited to pharmaceutical discovery
and development, clinical diagnostics, agriculture biotech, and basic
biomedical research.

4.4. Product Designation: ACLARA's name and trademark shall appear
prominently on the Microfluidic Plate and CELLOMICS shall give due
credit for ACLARA's contributions in its labeling, advertising and
promotion. Statements made by CELLOMICS concerning ACLARA shall be
subject to review and approval by ACLARA, which approval shall not be
unreasonably withheld.

4.5. Reader Designation: CELLOMICS's name and trademark shall be use din a
primary capacity and ACLARA's name and trademark shall be use din a
secondary capacity on the Reader and CELLOMICS shall give due credit
for ACLARA's contributions in its labeling, advertising and promotion.
Statements made by CELLOMICS concerning ACLARA shall be subject to
review and approval by ACLARA, which approval shall not be
unreasonably withheld.

5. Revenue Sharing

5.1 During the development and commercialization phase, the money obtained
from third parties from a Revenue Source shall be divided to ensure
that each Party's expenditure of its own money on a JSC approved
Workplan is minimized. The exact division of [*] will be decided at
the time of [*]. The division of TAP fees will be defined by the JCS,
and approved by the CEO of both Parties, and written into a separate
agreement between CELLOMICS and ACLARA before a TAP agreement is
consummated. Funding from a collaborator other than the other Party
will primarily be used for the purposes of the collaboration.

5.2 Not later than the end of [*] the Parties shall initiate negotiations
as to the division of income resulting from the sales of Screening
Systems and its components. The division of the income will first be
considered by the JSC with final approval of the CEO's from CELLOMICS
and ACLARA. ACLARA shall receive from CELLOMICS [*] and a reasonable
profit margin for items manufactured or supplied by ACLARA;
Considerations in determining the division of remaining

CONFIDENTIAL

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<PAGE> 9
income shall be the financial contribution of each of the Parties,
except to the extent the Parties have been reimbursed any portion of
their contribution by a Revenue Source, the novelty of their
contributions, the value of the intellectual property that protects
components of the Screening Systems, the competitive advantages
provided by the contributions of the two Parties, the responsibilities
of the two Parties in manufacturing, marketing and supporting the
ongoing expenditures, the risks involved with the continuing
investments, and the like. The income to ACLARA shall not be less than
a reasonable royalty on patents and know-how contributed by ACLARA
with the base being Screening Systems and components, where the
royalty may vary as to whole Screening Systems and as to individual
disposable Screening System components. Royalty shall not be paid
twice for the same component of the Screening System. If there is no
agreement between the Parties, the matter shall be given to mediation
as provided for hereinafter. The exact mechanism for delivering the
value to the Parties will be defined as the program proceeds toward
commercialization. It may involve strict revenue sharing, licensing,
royalties or some combination that will be defined by the JSC.

6. Public Relations

6.1 All press releases created by an originating Party shall be submitted
to the other Party for approval and shall not be released without the
prior written approval of the other Party. In the event of a dispute,
the matter shall be submitted to the CEOs of the Parties and if the
issue cannot be reconciled, there shall be no press release containing
disputed subject matter.

6.2 Prior to commercial introduction of a Screening System, all public
presentation relating to this Program, not already made public,
including Web postings, corporate presentations, investor relations,
and marketing collateral, must be approved by the other Party, such
approval not to be unreasonably withheld.

7. Intellectual Property

7.1 Ownership. Each of the Parties will own all intellectual property and
inventions made by individuals who have a duty to assign to that Party
and will jointly own all inventions co-invented by at least one
inventor having a duty to assign to each Party. The Party owning the
invention shall have the exclusive right to file worldwide for patent
applications covering the invention.

7.2 Joint Intellectual Property. CELLOMICS and ACLARA will jointly
determine the advisability of filing a patent application. The JSC
will appoint one of the Parties to be responsible to prepare, file,
prosecute diligently and maintain such application(s). The Parties
will share equally all reasonable costs incurred in

CONFIDENTIAL

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<PAGE> 10
connection with such activities (i.e., the non-prosecuting Party will
promptly reimburse the prosecuting Party), provided, however, that
either Party may avoid its responsibility for such costs by assigning
its rights in such Joint Intellectual Property to the other Party. In
such an event, the other Party may decide at its sole discretion
whether or not to file or continue prosecution of such applications.
Also, the assigning Party will provide reasonable assistance to the
assignee to facilitate the filing and prosecution of all such
applications. Joint Intellectual Property will be jointly owned, and
either Party is free to use such Joint Intellectual Property as it
sees fit, outside the Field of this Agreement. CELLOMICS shall have
the exclusive right to use such Joint Intellectual Property within the
Field of this Agreement for the lessor of i) a period of five (5)
years from the first commercial release of the Screening System, or
ii) eight years (8) from the Effective Date. Thereafter, either Party
may use such Joint Intellectual Property without accounting to the
other Party.

7.3 Rights. All inventions owned by ACLARA developed as part of the
program having application to the Cell Plate shall be licensed to
CELLOMICS on reasonable terms and conditions, if at the time of filing
of a patent application for such invention, CELLOMICS agrees to pay
[*] of the out-of-pocket costs of the filing, prosecution and
maintenance of such application, continuing applications, foreign
analogs, and Letters Patent issuing thereon. All inventions owned by
CELLOMICS developed as part of the collaboration having application to
the Microfluidic Plate shall be licensed to ACLARA on reasonable terms
and conditions, if at the time of filing of a patent application for
such invention, ACLARA agrees to pay [*] of the out-of-pocket costs of
the filing, prosecution and maintenance of such application,
continuing applications, foreign analogs, and Letters Patent issuing
thereon.

7.4 Licensing of Foreground technology. Technical know-how and patent
rights developed as part of the Program shall be available on
reasonable terms and conditions after termination of this Agreement in
the event that one Party wishes to continue the Program.

7.5 Licenses of Background Technology. Technical know-how and patent
rights developed prior to initiation of the Program or outside of the
Program may be licensed for a Screening System developed in the
Program as set forth in Section 2.5.

7.6 Label License. All products supplied by ACLARA to CELLOMICS will
include a label license, granting CELLOMICS a license under ACLARA's
intellectual property to use, offer to sell, and sell any such
products for use in the Field, such label license being transferable
to the purchasers of such products.

CONFIDENTIAL

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<PAGE> 11
7.7. Confidentiality. All technical and business information given the
recipient Party by the disclosing Party shall be assumed to be in
confidence and if disclosed orally, shall be reduced to writing and
delivered to the recipient within thirty (30) days of disclosure.
Information received in confidence shall be used solely for the
purposes of this Agreement and shall be disclosed to others who assume
like duties of confidentiality. The restrictions on use and disclosure
shall not apply where the information is or becomes generally known
without failure on the part of the recipient; was known to the
recipient prior to receipt from the discloser; or is given to the
recipient by a third party who has the right to disclose the
information, without restriction on use or disclosure. The obligations
on use and disclosure shall terminate five (5) years from the
termination of the Program.

8. Surviving Rights/Termination

8.1 Surviving Rights and Duties. The right to obtain licenses to
intellectual property rights covering technology employed in the
Program as provided for in this Agreement shall survive termination of
this Agreement. Either Party shall have the right to a license from
the other Party if such license is requested within two (2) years
after termination of this Agreement.

8.2 Termination. This Agreement may be terminated by either Party in the
event of material breach by the other Party, upon giving sixty (60)
days prior written notice of the intent to terminate, which
termination will be effective if the breaching Party has not taken
reasonable steps to correct the material breach. The right to
terminate is in addition to all other rights the non-breaching Party
may have against the breaching Party.

8.3 Permissive termination. Either Party may terminate this Agreement,
with the acceptance of the other.

9. Governance

9.1 Joint Steering Committee. The Program will be governed by the JSC. The
JSC shall consist of at least one senior executive, one business
director, and one technical director from each Party. The JSC will
meet at least once per quarter, alternating between locations selected
by ACLARA and CELLOMICS, to oversee activities under a Workplan. In
particular, the JSC will monitor and support collaboration and/or
supply relationships existing between ACLARA and CELLOMICS, review,
recommend modifications to, and oversee the implementation of active
Workplans, define deliverables for TAPs, approve EAPs, review the
commercial feasibility of Screening Systems being developed under a
Workplan, review the progress of the Workplan and funding, offer
modifications to the Workplan in light of changed circumstances,
discuss new commercial opportunities and develop the objectives and
terms for additional Programs between the Parties that may be pursued.
The JSC shall have the authority to make reasonable alterations or
amendments to the Workplan, which

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will be considered final after reduction to writing and
attachment to the Agreement. Significant alterations to the
Workplan must be approved by the CEO of both Parties. The JSC
shall have the authority to recommend alterations or amendments
to this Agreement, which shall not become final until reduced to
writing and signed by the CEO of each of the Parties. Except as
otherwise expressly provided herein, decisions of the JSC will be
made by consensus.

9.2 Dispute resolution. Should disputes arise, the Parties agree to
negotiate in good faith to resolve the disputes. Disputes that
cannot be resolved by the JSC within a reasonable period shall be
submitted to the CEOs of the Parties. If agreement is still not
reached, the Parties agree to submit disputes to mediation in
accordance with the section 9.3, "Mediation", prior to seeking
any other remedy.

9.3 Mediation. If the Parties are unable to resolve by negotiation
within forty-five days of the disputing Party's written request
for dispute resolution (or such other time period expressly set
forth in this Agreement), or if the Parties fail to meet within
twenty (20) days after such notice, the Parties shall endeavor to
settle the dispute by mediation administered by the American
Arbitration Association ("AAA") pursuant to the Commercial
Mediation Rules of the AAA the time of submission prior to
resorting to any other remedy. Mediation shall be held in a
location to be decided later. The mediator appointed to assist
the Parties must possess such credentials as qualify said
mediator as (1) either an expert in the field being mediated or
(2) at a minimum as reasonably familiar with the industries and
specific applications as will enable the mediator to quickly
understand and assist the Parties in dealing with the issues that
are in dispute. Notwithstanding the foregoing, to the extent that
any controversy or claim hereunder gives rise to a prayer for
injunctive relief, equitable action or specific performance, the
aggrieved Party shall have the right to commence such an action
in any court of competent jurisdiction.

10. Representations and Warranties

10.1 Authority. Each Party hereby represents and warrants to the other that it
has full power and authority to enter into this agreement and to consummate
the transactions contemplated hereby. This agreement has been duly executed
and delivered and constitutes a valid and binding obligation of the Party,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws affecting creditors'
rights generally from time to time in effect or by general equitable
principles.

10.2 Corporate Organization and Authority. Each Party hereby represents and
warrants to the other that it is a corporation duly organized, validly
existing and in good standing under the laws of Delaware as to CELLOMICS
and California as to ACLARA and has all corporate power and authority to
carry on its business as

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now being conducted and to own its properties, is duly qualified and in
good standing to do business in every jurisdiction in which such
qualification is necessary because of the nature of the property owned,
leased or operated by it or the nature of the business conducted by it
except where the failure to be so qualified would not have a material
adverse effect.

10.3 Ability to Carry Out the Agreement: Consents and Waivers. Each Party
hereby represents and warrants to the other that the execution and
delivery of this agreement does not, and the consummation of the
transactions contemplated hereby will not, conflict with, or result in
any violation of or default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination under, or accelerate
the performance required by, or result in the creation of any lien,
security interest, charge, increase in liability or other encumbrance
upon any of its assets under, any provision of:

(i) any law, statute, rule, regulation or judicial or
administrative decision;

(ii) any certificate of incorporation or by-laws;

(iii) any mortgage, deed of trust, lease, note, shareholders'
agreement, bond, indenture, contract or other instrument
or agreement; or

(iv) any judgment, order, writ, injunction or decree of any
court, governmental body, administrative agency or
arbitrator relating to it;

(v) other than conflicts, violations, defaults, right of
termination or encumbrances which could not reasonably be
expected to have a material adverse effect on the
enforceability or validity or the agreement.

10.4 Litigation. Each Party hereby represents and warrants to the other that
there is no action, suit, or governmental, administrative or regulatory
proceeding or investigation pending or, to the knowledge of the Party,
threatened against it at law, in equity or otherwise, in, before, or by
any court or governmental agency or authority which could reasonably be
expected to have a material adverse effect on this agreement or the
transactions contemplated therein. ACLARA is presently involved solely
in two pieces of litigation; being sued for misappropriation of trade
secrets; and suing for patent infringement.

10.5 Year 2000. Each Party hereby represents and warrants to the other that
software, hardware, equipment and systems owned, leased or licensed by
it and used in the conduct of its business are Year 2000 Compliant.

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10.6 Regulatory Filings. Each of the Parties hereto will furnish to the other
Party hereto such necessary information and reasonable assistance as
such other Party may reasonably request in connection with its
preparation of necessary filings or submissions to any governmental
entity.

10.7 Announcement. Neither Party nor their respective affiliates will issue
any press release or other public announcement with respect to this
agreement or the transactions contemplated hereby without the prior
written approval of the other Party hereto (such approval not to be
unreasonably withheld, conditioned or delayed).

10.8 Indemnification. Each Party agrees to defend, indemnify and hold
harmless the other and its respective successors and assigns against
and in respect of:

(a) any and all losses, damages, deficiencies or liabilities ("Damages")
caused by, resulting or arising from or otherwise relating to any
material failure by a Party to perform or otherwise fulfill or
comply with any undertaking or other agreement or obligation to be
performed, fulfilled or complied with by the Party resulting from
its gross negligence, willful misconduct or arising from or
otherwise relating to any material breach of any representation or
warranty of the Party contained in this agreement.

10.9 Entire Agreement. The Agreement (including the appendices attached
hereto, all of which are part hereof) contain the entire understanding
of the Parties hereto with respect to the subject matter contained
herein, and supersede and cancel all prior agreements, negotiations,
correspondence, undertakings and communications of the Parties, oral or
written, respecting such subject matter. There are no restrictions,
promises, representations, warranties, agreements or undertakings of any
Party hereto with respect to the transactions under this Agreement
other than those set forth herein or therein or made hereunder or
thereunder.

10.10 Amendments. This agreement may be amended only by a written instrument
executed by the Parties or their respective successors or assigns.

10.11 Headings; References. 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
herein to "Articles," "Sections," "Schedules," or "Appendices" shall be
deemed to be references to Articles or Sections hereof or Schedules or
Appendices hereto unless otherwise indicated.

11. Notices

11.1. Notices may be given to an officer of a Party by;

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personal delivery, fax or registered mail addressed as follows:
overnight delivery by an internationally recognized courier service

If to ACLARA Biosciences Inc.:
Joseph M. Limber
President and CEO
ACLARA Biosciences, Inc.
1288 Pear Avenue
Mountain View, CA 94043-1432
FAX (650) 210-1210

If to CELLOMICS, Inc.:
D. Lansing Taylor
President and CEO
CELLOMICS, Inc.
635 William Pitt Way
Pittsburgh, PA 15238
FAX (412) 826-3896

12. Binding Effect

12.1 This agreement shall inure to the benefit of and be binding on each Party's
successors in interest and assigns.

13. Assignment

13.1 Either Party may assign this agreement only in connection with the sale or
disposition of the entire business of such Party or that portion to which
this agreement pertains. Either Party may assign this Agreement to an
Affiliate(s) without permission of the other Party. Affiliate shall mean
an entity controlling, controlled by, or under common control with a Party
to this Agreement.

14. Governing Law

14.1 This Agreement shall be interpreted in accordance with the local laws of
the Party defending any action brought under this Agreement.

[Signature page Follows]

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Signature Page for Agreement For An Exclusive Alliance To Develop, Manufacture
And Market A Chip-Based Screening System For Cell Analysis

In Witness Whereof, this Agreement has been executed in multiple counterparts,
each of which shall constitute an original Agreement, on behalf of the Parties
by their authorized officers as of the date first written above:

CELLOMICS, INC.

Signature /s/ D. LANSING TAYLOR
------------------------------

Print D. Lansing Taylor
----------------------------------

Title President & CEO
----------------------------------

Date 10/26/99
-----------------------------------

ACLARA BIOSCIENCES INC.

Signature /s/ JOSEPH M. LIMBER
------------------------------

Print Joseph M. Limber
----------------------------------

Title President & CEO
----------------------------------

Date October 26, 1999
-----------------------------------

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APPENDIX A

WORKPLAN
[*]

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[*]

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[*]

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APPENDIX B

FUNDING PLAN

[*]

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[*]

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[*]

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[*]

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<PAGE> 1
Exhibit 10.16

ACLARA BIOSCIENCES, INC.

EMPLOYEE STOCK PURCHASE PLAN

<PAGE> 2
ACLARA BIOSCIENCES, INC.

EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
1. Definitions...................................................................1
2. Stock Subject to the Plan.....................................................3
3. Grant of Options..............................................................3
4. Exercise of Options; Option Price.............................................5
5. Withdrawal from the Plan......................................................6
6. Termination of Employment.....................................................7
7. Restriction upon Assignment...................................................7
8. No Rights of Stockholders until Shares Issued.................................8
9. Changes in the Stock and Corporate Events; Adjustment of Options..............8
10. Use of Funds; No Interest Paid................................................9
11. Dividends....................................................................10
12. Amendment, Suspension or Termination of the Plan.............................10
13. Administration by Committee; Rules and Regulations...........................10
14. Designation of Subsidiary Corporations.......................................11
15. No Rights as an Employee.....................................................11
16. Term; Approval by Stockholders...............................................11
17. Effect upon Other Plans......................................................12
18. Conditions to Issuance of Stock Certificates.................................12
19. Notification of Disposition..................................................13
20. Notices......................................................................13
21. Headings.....................................................................14
</TABLE>

i
<PAGE> 3

ACLARA BIOSCIENCES, INC.

EMPLOYEE STOCK PURCHASE PLAN

ACLARA BioSciences, Inc., a Delaware corporation (the "Company"), hereby
adopts the ACLARA BioSciences, Inc. Employee Stock Purchase Plan (the "Plan"),
effective as of _____________, 2000.

The purposes of the Plan are as follows:

(1) To assist eligible employees of the Company and its Designated
Subsidiary Corporations (as defined below) in acquiring stock ownership in
the Company pursuant to a plan which is intended to qualify as an "employee
stock purchase plan", within the meaning of Section 423(b) of the Code (as
defined below).

(2) To help such employees provide for their future security and to
encourage them to remain in the employment of the Company and its
Subsidiary Corporations.

1. DEFINITIONS. Whenever any of the following terms is used in the Plan
with the first letter or letters capitalized, it shall have the following
meaning unless context clearly indicates to the contrary (such definitions to be
equally applicable to both the singular and the plural forms of the terms
defined):

(a) "Account" shall mean the account established for an Eligible
Employee under the Plan with respect to an Offering Period.

(b) "Agent" shall mean the brokerage firm, bank or other financial
institution, entity or person(s) engaged, retained, appointed or authorized to
act as the agent of the Company or an Employee with regard to the Plan.

(c) "Authorization" shall mean an Eligible Employee's payroll
deduction authorization with respect to an Offering Period provided by such
Eligible Employee in accordance with Section 3(b).

(d) "Base Compensation" of an Eligible Employee shall mean the gross
base compensation received by such Eligible Employee on each Payday as
compensation for services to the Company or any Designated Subsidiary
Corporation, excluding overtime payments, sales commissions, incentive
compensation, bonuses, expense reimbursements, fringe benefits and other
special-payments.

(e) "Board" means the Board of Directors of the Company.

(f) "Code" means the Internal Revenue Code of 1986, as amended.

(g) "Committee" means the committee of the Board appointed to
administer the Plan pursuant to Section 13.

<PAGE> 4

(h) "Company" means ACLARA BioSciences, Inc., a Delaware corporation.

(i) "Date of Exercise" of any Option means the date on which such
Option is exercised, which shall be the last day of the Offering Period with
respect to which the Option was granted, in accordance with Section 4(a) (except
as provided in Section 9).

(j) "Date of Grant" of any Option means the date on which such Option
is granted, which shall be the first day of the Offering Period with respect to
which the Option was granted, in accordance with Section 3(a).

(k) "Designated Subsidiary Corporation" means any Subsidiary
Corporation designated by the Board in accordance with Section 14.

(l) "Effective Date" means the first day of the first Offering
Period, which shall be the date immediately preceding the first date on which a
share of Stock is traded on an exchange or quoted on Nasdaq or a successor
quotation system.

(m) "Eligible Employee" means an Employee of the Company or any
Designated Subsidiary Corporation: (i) who does not, immediately after the
Option is granted, own (directly or through attribution) stock possessing five
percent (5%) or more of the total combined voting power or value of all classes
of Stock or other stock of the Company, a Parent Corporation or a Subsidiary
Corporation (as determined under Section 423(b)(3) of the Code); (ii) whose
customary employment is for more than twenty (20) hours per week and (iii) whose
customary employment is for more than five (5) months in any calendar year. For
purposes of paragraph (i) above, the rules of Section 424(d) of the Code with
regard to the attribution of stock ownership shall apply in determining the
stock ownership of an individual, and stock which an Employee may purchase under
outstanding options shall be treated as stock owned by the Employee. During a
leave of absence meeting the requirements of Treasury Regulation Section
1.421-7(h)(2), an individual shall be treated as an Employee of the Company or
Subsidiary Corporation employing such individual immediately prior to such
leave.

(n) "Employee" shall mean an individual who renders services to the
Company or a Subsidiary Corporation in the status of an "employee", within the
meaning of Code Section 3401(c). "Employee" shall not include any director of
the Company or a Subsidiary Corporation who does not render services to the
Company or a Subsidiary Corporation in the status of an "employee", within the
meaning of Code Section 3401(c).

(o) "Offering Period" shall mean each six-month period commencing on
any November 1 and May 1 on or after the Effective Date; provided, however, that
the first Offering Period under the Plan shall be the period commencing on the
Effective Date and ending October 31, 2000. Options shall be granted on the Date
of Grant and exercised on the Date of Exercise, as provided in Sections 3(a) and
4(a), respectively.

(p) "Option" means an option to purchase shares of Stock granted
under the Plan to an Eligible Employee in accordance with Section 3(a).

<PAGE> 5

(q) "Option Price" means the option price per share of Stock
determined in accordance with Section 4(b).

(r) "Parent Corporation" means any corporation, other than the
Company, in an unbroken chain of corporations ending with the Company if, at the
time of the granting of the Option, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

(s) "Payday" means the regular and recurring established day for
payment of Base Compensation to an Employee of the Company or any Subsidiary
Corporation.

(t) "Plan" means the ACLARA BioSciences, Inc. Employee Stock Purchase
Plan.

(u) "Stock" means the shares of the Company's Common Stock, $.001 par
value.

(v) "Subsidiary Corporation" means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in an unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 9
hereof (relating to adjustments upon changes in the Stock) and Section 12 hereof
(relating to amendments of the Plan), the Stock that may be sold pursuant to
Options granted under the Plan shall not exceed in the aggregate three hundred
thousand (300,000) shares of Stock. The shares of Stock sold pursuant to Options
granted under the Plan may be unissued shares or treasury shares of Stock, or
shares of Stock bought on the New York Stock Exchange or other
nationally-recognized exchange, or other market, for purposes of the Plan.

3. GRANT OF OPTIONS.

(a) Option Grants. The Company shall grant Options under the Plan to
all Eligible Employees in successive Offering Periods until the earlier of: (i)
the date on which the number of shares of Stock available under the Plan have
been sold, or (ii) the date on which the Plan is suspended or terminates. Each
Employee who is an Eligible Employee on the first day of an Offering Period
shall be granted an Option with respect to such Offering Period. The Date of
Grant of such an Option shall be the first day of the Offering Period with
respect to which such Option was granted. Each Option shall expire on the Date
of Exercise immediately after the automatic exercise of the Option in accordance
with Section 4(a), unless such Option terminates earlier in accordance with
Section 5, 6 or 9. The number of shares of Stock subject to an Eligible
Employee's Option shall equal the cumulative payroll deductions authorized by
such Eligible Employee in accordance with subsection (b) for the Option Period
(if any), divided by the Option

<PAGE> 6

Price; provided, however, that the number of shares of Stock subject to such
Option shall not exceed five thousand (5,000) shares; and, provided, further,
that the number of shares of Stock subject to such Option shall not exceed the
number determined in accordance with subsection (c). The Company shall not grant
an Option with respect to an Offering Period to any individual who is not an
Eligible Employee on the first day of such Offering Period.

(b) Election to Participate; Payroll Deduction Authorization. Except
as provided in subsection (d), an Eligible Employee shall participate in the
Plan only by means of payroll deduction. Each Eligible Employee who elects to
participate in the Plan with respect to an Offering Period shall deliver to the
Company, not later than ten (10) days before the first day of the Offering
Period (or such shorter period as determined by the Committee in its
discretion), a completed and executed written payroll deduction authorization in
a form prepared by the Committee (the "Authorization"). An Eligible Employee's
Authorization shall give notice of such Eligible Employee's election to
participate in the Plan for the next following Offering Period (and subsequent
Offering Periods) and shall designate a whole percentage of such Eligible
Employee's Base Compensation to be withheld by the Company or the Designated
Subsidiary Corporation employing such Eligible Employee on each Payday during
the Offering Period. An Eligible Employee may designate any whole percentage of
Base Compensation which is not be less than one percent (1%) and not more than
fifteen percent (15%). An Eligible Employee's Base Compensation payable during
an Offering Period shall be reduced each Payday through payroll deduction in an
amount equal to the percentage specified in the Authorization, and such amount
shall be credited to such Eligible Employee's Account under the Plan.
Notwithstanding the preceding sentence, at the Committee's discretion payroll
deductions with respect to the initial Offering Period under the Plan may
commence as of the second Payday following the Effective Date and not the
initial Payday following the Effective Date. An Eligible Employee may change the
percentage of Base Compensation designated in the Authorization, subject to the
limits of this subsection (b), or may suspend the Authorization, at any time
during the Offering Period, provided, that any such change or suspension shall
become effective not later than ten (10) days after receipt by the Company. Any
Authorization shall remain in effect for each subsequent Offering Period, unless
the Eligible Employee submits a new Authorization pursuant to this subsection
(b), withdraws from the Plan pursuant to Section 5, ceases to be an Eligible
Employee as defined in Section 1(m) or terminates employment as provided in
Section 6.

(c) $25,000 Limitation. No Eligible Employee shall be granted an
Option under the Plan which permits his rights to purchase shares of Stock under
the Plan, together with other options to purchase shares of Stock or other stock
under all other employee stock purchase plans of the Company, any Parent
Corporation or any Subsidiary Corporation subject to the Section 423, to accrue
at a rate which exceeds $25,000 of fair market value of such shares of Stock or
other stock (determined at the time the Option or other option is granted) for
each calendar year in which the Option is outstanding at any time. For purpose
of the limitation imposed by this subsection, (i) the right to purchase shares
of Stock or other stock under an Option or other option accrues when the Option
or other option (or any portion thereof) first becomes exercisable during the
calendar year, (ii) the right to purchase shares of Stock or other stock under
an Option or other option accrues at the rate provided in the Option or other
option,

<PAGE> 7

but in no case may such rate exceed $25,000 of the fair market value of such
Stock or other stock (determined at the time such Option or other option is
granted) for any one calendar year, and (iii) a right to purchase Stock or other
stock which has accrued under an Option or other option may not be carried over
to any Option or other option. This limitation shall be applied in accordance
with Section 423(b)(8) of the Code and the Treasury Regulations thereunder.

(d) Leaves of Absence. During a leave of absence meeting the
requirements of Treasury Regulation Section 1.421-7(h)(2), an Employee may
continue to participate in the Plan by making cash payments to the Company on
each Payday equal to the amount of the Employee's payroll deduction under the
Plan for the Payday immediately preceding the first day of such Employee's leave
of absence.

4. EXERCISE OF OPTIONS; OPTION PRICE.

(a) Option Exercise. Each Employee automatically and without any act
on such Employee's part shall be deemed to have exercised such Employee's Option
on the Date of Exercise to the extent that the balance then in the Employee's
Account is sufficient to purchase, at the Option Price, shares of the Stock
subject to the Option (including fractional shares).

(b) Option Price Defined. The option price per share of Stock (the
"Option Price") to be paid by an Employee upon the exercise of the Employee's
Option shall be equal to 85% of the lesser of: (i) the Fair Market Value of a
share of Stock on the Date of Exercise and (ii) the Fair Market Value of a share
of Stock on the Date of Grant. The Fair Market Value of a share of Stock as of a
given date shall be: (A) the closing price of a share of Stock on the principal
exchange on which the Stock is then trading, if any, on such date (or, if shares
of Stock were not traded on such date, then on the next preceding trading day
during which a sale occurred); (B) if the Stock is not traded on an exchange,
but is quoted on Nasdaq or a successor quotation system, (I) the last sales
price (if the Stock is then listed as a National Market Issue under the NASD
National Market System), or (II) the mean between the closing representative bid
and asked prices (in all other cases) for a share of Stock on such date (or, if
shares of Stock were not traded on such date, then on the next preceding trading
day during which a sale occurred) as reported by Nasdaq or such successor
quotation system; (iii) if the Stock is not publicly traded on an exchange and
not quoted on Nasdaq or a successor quotation system, the mean between the
closing bid and asked prices for a share of Stock on such date (or, if shares of
Stock were not traded on such date, then on the next preceding trading day
during which a sale occurred), as determined in good faith by the Committee; or
(iv) if the Stock is not publicly traded, the fair market value of a share of
Stock established by the Committee acting in good faith.

(c) Book Entry/Share Certificates. As soon as practicable after the
purchase of shares of Stock upon the exercise of an Option by an Employee, the
Company shall issue the shares of Stock to such Employee and such shares shall
be held in the custody of the Agent for the benefit of the Employee. The Company
or the Agent shall make an entry on its books and records indicating that the
shares of Stock purchased in connection with such exercise (including any
partial share) have been duly issued as of that date to such Employee. An
Employee shall

<PAGE> 8

have the right at any time to request in writing a certificate or certificates
for all or a portion of the whole shares of Stock purchased hereunder. Upon
receipt of an Employee's written request for any such certificate, the Company
shall (or shall cause the Agent to), within ten (10) days after the date of such
receipt, deliver any such certificate to the Employee; provided, however, that
no certificate shall be issued to an Employee with respect to Stock purchased
hereunder until the expiration of eighteen (18) months from the date of exercise
of the Option to purchase such Stock. Nothing in this subsection (c) shall
prohibit the sale or other disposition by an Employee of shares of Stock
purchased hereunder. In the event the Company is required to obtain authority
from any commission or agency to issue any certificate or certificates for all
or a portion of the whole shares of Stock purchased hereunder, the Company shall
seek to obtain such authority as soon as reasonably practicable.

(d) Pro Rata Allocations. If the total number of shares of Stock for
which Options are to be exercised on any date exceeds the number of shares of
Stock remaining unsold under the Plan (after deduction for all shares of Stock
for which Options have theretofore been exercised), the Committee shall make a
pro rata allocation of the available remaining shares of Stock in as nearly a
uniform manner as shall be practicable and the balance of the amount credited to
the Account of each Employee which has not been applied to the purchase of
shares of Stock shall be paid to such Employee in one lump sum in cash within
thirty (30) days after the Date of Exercise, without any interest thereon.

(e) Information Statement. The Company shall provide each Employee
whose Option is exercised with an information statement in accordance with
Section 6039(a) of the Code and the Treasury Regulations thereunder. The Company
shall maintain a procedure for identifying certificates of shares of Stock sold
upon the exercise of Options in accordance with Section 6039(b) of the Code.

5. WITHDRAWAL FROM THE PLAN.

(a) Withdrawal Election. An Employee may withdraw from participation
under the Plan at any time, except that an Employee may not withdraw during the
last ten (10) days of any Option Period. An Employee electing to withdraw from
the Plan must deliver to the Company a notice of withdrawal in a form prepared
by the Committee (the "Withdrawal Election"), not later than ten (10) days prior
to the Date of Exercise for such Option Period. Upon receipt of an Employee's
Withdrawal Election, the Company or Subsidiary Corporation employing the
Employee shall pay to the Employee the amount credited to the Employee's Account
in one lump sum payment in cash, without any interest thereon, and subject to
Section 4(c), the Company shall (or shall cause the Agent to) deliver to the
Employee certificates for any whole shares of Stock previously purchased by the
Employee (the value of any fractional share to be returned to such Employee by
check), in either case within thirty (30) days of receipt of the Employee's
Withdrawal Election. Upon receipt of an Employee's Withdrawal Election by the
Company, the Employee shall cease to participate in the Plan and the Employee's
Option for such Option Period shall terminate.

<PAGE> 9

(b) Eligibility following Withdrawal. An Employee who withdraws from
the Plan with respect to an Option Period, and who is still an Eligible
Employee, may elect to participate again in the Plan for any subsequent Offering
Period by delivering to the Company an Authorization pursuant to Section 3(b).

6. TERMINATION OF EMPLOYMENT.

(a) Termination of Employment Other than by Death. If the employment
of an Employee with the Company and the Subsidiary Corporation terminates other
than by death, the Employee's participation in the Plan automatically and
without any act on the Employee's part shall terminate as of the date of the
termination of the Employee's employment. As soon as practicable after such a
termination of employment, the Company or Subsidiary Corporation employing the
Employee shall pay to the Employee the amount credited to the Employee's Account
in one lump sum payment in cash, without any interest thereon, and subject to
Section 4(c), the Company shall (or shall cause the Agent to) deliver to the
Employee certificates for any whole shares of Stock previously purchased by the
Employee (the value of any fractional share to be returned to such Employee by
check). Upon an Employee's termination of employment covered by this subsection,
the Employee's Authorization and Option under the Plan shall terminate.

(b) Termination by Death. If the employment of an Employee is
terminated by the Employee's death, the executor of the Employee's will or the
administrator of the Employee's estate, by written notice to the Company, may
request payment of the balance in the Employee's Account, in which event the
Company or Subsidiary Corporation employing the Employee shall pay the amount
credited to the Employee's Account in one lump sum payment in cash, without any
interest thereon, and subject to Section 4(c), the Company shall (or shall cause
the Agent to) deliver to the Employee certificates for any whole shares of Stock
previously purchased by the Employee (the value of any fractional share to be
returned to such Employee by check) as soon as practicable after receiving such
notice. Upon receipt of such notice, the Employee's Authorization and Option
under the Plan shall terminate. If the Company does not receive such notice
prior to the next Date of Exercise, the Employee's Option shall be deemed to
have been exercised on such Date of Exercise.

7. RESTRICTION UPON ASSIGNMENT. An Option granted under the Plan shall
not be transferable other than by will or the laws of descent and distribution,
and is exercisable during the Employee's lifetime only by the Employee. Except
as provided in Section 6(b) hereof, an Option may not be exercised to any extent
except by the Employee. The Company shall not recognize and shall be under no
duty to recognize any assignment or alienation of the Employee's interest in the
Plan, the Employee's Option or any rights under the Employee's Option.

8. NO RIGHTS OF STOCKHOLDERS UNTIL SHARES ISSUED. With respect to shares
of Stock subject to an Option, an Employee shall not be deemed to be a
stockholder of the Company, and the Employee shall not have any of the rights or
privileges of a stockholder, until such shares have been issued to the Employee
or his or her nominee following exercise of the Employee's

<PAGE> 10

Option. No adjustments shall be made for dividends (ordinary or extraordinary,
whether in cash securities, or other property) or distribution or other rights
for which the record date occurs prior to the date of such issuance, except as
otherwise expressly provided herein.

9. CHANGES IN THE STOCK AND CORPORATE EVENTS; ADJUSTMENT OF OPTIONS.

(a) Subject to Section 9(c), in the event that the Committee, in its
sole discretion, determines that any dividend or other distribution (whether in
the form of cash, Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, or exchange of Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Stock or other securities of the Company, or other similar corporate transaction
or event, affects the Stock such that an adjustment is appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan or with respect to an Option, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of:

(i) the number and kind of shares of Stock (or other securities
or property) with respect to which Options may be granted (including,
but not limited to, adjustments of the limitation in Section 3(a) on
the maximum number of shares of Stock which may be purchased),

(ii) the number and kind of shares of Stock (or other securities
or property) subject to outstanding Options, and

(iii) the exercise price with respect to any Option.

(b) Subject to Section 9(c), in the event of any transaction or event
described in Section 9(a) or any unusual or nonrecurring transactions or events
affecting the Company, any affiliate of the Company, or the financial statements
of the Company or any affiliate, or of changes in applicable laws, regulations,
or accounting principles, the Committee, in its sole discretion, and on such
terms and conditions as it deems appropriate, either by the terms of the Option
or by action taken prior to the occurrence of such transaction or event and
either automatically or upon the Employee's request, is hereby authorized to
take any one or more of the following actions whenever the Committee determines
that such action is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan
or with respect to any Option under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:

(i) To provide that all Options outstanding shall terminate
without being exercised on such date as the Committee determines in
its sole discretion;

<PAGE> 11

(ii) To provide that all Options outstanding shall be exercised
prior to the Date of Exercise of such Options on such date as the
Committee determines in its sole discretion and such Options shall
terminate immediately after such exercises.

(iii) To provide for either the purchase of any Option
outstanding for an amount of cash equal to the amount that could have
been obtained upon the exercise of such Option had such Option been
currently exercisable, or the replacement of such Option with other
rights or property selected by the Committee in its sole discretion;

(iv) To provide that such Option be assumed by the successor or
survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, covering the stock of the
successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and
prices; and

(v) To make adjustments in the number and type of shares of
Stock (or other securities or property) subject to outstanding
Options, or in the terms and conditions of (outstanding Options, or
Options which may be granted in the future.

(c) No adjustment or action described in this Section 9 or in any
other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause the Plan to fail to satisfy the requirements of
Section 423 of the Code. Furthermore, no such adjustment or action shall be
authorized to the extent such adjustment or action would result in short-swing
profits liability under Section 16 of the Securities and Exchange Act of 1934,
as amended, or violate the exemptive conditions of Rule 16b-3 unless the
Committee determines that the Option is not to comply with such exemptive
conditions. The number of shares of Common Stock subject to any Option shall
always be rounded to the next whole number.

(d) The existence of the Plan and the Options granted hereunder shall
not affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Stock or the rights thereof of which are convertible into or
exchangeable for Stock, or the dissolution or liquidation of the company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

10. USE OF FUNDS; NO INTEREST PAID. All funds received or held by the
Company under the Plan shall be included in the general funds of the Company
free of any trust or other restriction and may be used for any corporate
purpose. No interest will be paid to any Employee or credited to any Employee's
Account with respect to such funds.

<PAGE> 12

11. DIVIDENDS.

(a) Cash dividends and other cash distributions received by the Agent
with respect to Stock held in its custody hereunder will be credited to each
Employee's Account in accordance with such Employee's interests in such Stock,
and shall be applied, as soon as practicable after the receipt thereof by the
Agent, to the purchase in the open market at prevailing market prices of the
number of whole shares of Stock that may be purchased with such funds (after
deductions of any bank service fees, brokerage charges, transfer taxes, and any
other transaction fee, expense or cost payable in connection with the purchase
of such shares of Stock and not otherwise paid by the Employer.)

(b) All purchases of shares of Stock made pursuant to this Section 11
will be made in the name of the Agent or its nominee, and shall be transferred
and credited to the Account(s) of the Employees to which such dividends or other
distributions were credited. Dividends paid in the form of shares of Stock will
be allocated by the Agent, as and when received, with respect to Stock held in
its custody hereunder to the Account of each Employee in accordance with such
Employee's interests in such Stock. Property, other than Stock or cash, received
by the Agent as a distribution on Stock held in its custody hereunder, shall be
sold by the Agent for the accounts of Employees, and the Agent shall treat the
proceeds of such sale in the same manner as cash dividends received by the Agent
on Stock held in its custody hereunder.

12. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may amend,
suspend, or terminate the Plan at any time and from time to time, provided that
approval by a vote of the holders of the outstanding shares of the Company's
capital stock entitled to vote shall be required to amend the Plan to: (a)
change the number of shares of Stock that may be sold pursuant to Options under
the Plan, (b) alter the requirements for eligibility to participate in the Plan,
or (c) in any manner that would cause the Plan to no longer be an "employee
stock purchase plan" within the meaning of Section 423(b) of the Code.

13. ADMINISTRATION BY COMMITTEE; RULES AND REGULATIONS.

(a) Appointment of Committee. The Plan shall be administered by the
Committee, which shall be composed of not less than two members of the Board,
each of whom shall be a "non-employee director" within the meaning of Rule 16b-3
which has been adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. Each member of the Committee shall
serve for a term commencing on a date specified by the Board and continuing
until the member dies, resigns or is removed from office by the Board. The
Committee at its option may utilize the services of an agent to assist in the
administration of the Plan, including establishing and maintaining an individual
securities account under the Plan for each Employee.

(b) Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
the provisions of the Plan. The Committee shall have the power to interpret the
Plan and the terms of the Options and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent

<PAGE> 13

therewith and to interpret, amend or revoke any such rules. In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan.

(c) Majority Rule. The Committee shall act by a majority of its
members in office. The Committee may act either by vote at a meeting or by a
memorandum or other written instrument signed by a majority of the Committee.

(d) Compensation; Professional Assistance; Good Faith Actions. All
expenses and liabilities incurred by members of the Committee in connection with
the administration of the Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all Employees, the Company and all other interested persons. No member of
the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Options, and
all members of the Committee shall be fully protected by the Company in respect
to any such action, determination, or interpretation.

14. DESIGNATION OF SUBSIDIARY CORPORATIONS. The Board shall designate from
among the Subsidiary Corporations, as determined from time to time, the
Subsidiary Corporation or Subsidiary Corporations whose Employees shall be
eligible to be granted Options under the Plan. The Board may designate a
Subsidiary Corporation, or terminate the designation of a Subsidiary
Corporation, without the approval of the stockholders of the Company.

15. NO RIGHTS AS AN EMPLOYEE. Nothing in the Plan shall be construed to
give any person (including any Eligible Employee) the right to remain in the
employ of the Company, a Parent Corporation or a Subsidiary Corporation or to
affect the right of the Company, any Parent Corporation or any Subsidiary
Corporation to terminate the employment of any person (including any Eligible
Employee) at any time, with or without cause.

16. TERM; APPROVAL BY STOCKHOLDERS. Subject to approval by the
stockholders of the Company in accordance with this Section, the Plan shall be
in effect until May 1, 2010, unless sooner terminated in accordance with Section
12. No Option may be granted during any period of suspension of the Plan or
after termination of the Plan. The Plan shall be submitted for the approval of
the Company's stockholders within twelve (12) months after the date of the
adoption of the Plan by the Board. Options may be granted prior to such
stockholder approval; provided, however, that such Options shall not be
exercisable prior to the time when the Plan is approved by the Company's
stockholders; and, provided, further, that if such approval has not been
obtained by the end of said 12-month period, all Options previously granted
under the Plan shall thereupon terminate without being exercised.

17. EFFECT UPON OTHER PLANS. The adoption of the Plan shall not affect any
other compensation or incentive plans in effect for the Company, any Parent
Corporation or any

<PAGE> 14

Subsidiary Corporation. Nothing in this Plan shall be construed to limit the
right of the Company, any Parent Corporation or any Subsidiary Corporation to:
(a) establish any other forms of incentives or compensation for employees of the
Company, any Parent Corporation or any Subsidiary Corporation or (b) grant or
assume options otherwise than under the Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.

18. CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The Company shall not be
required to issue or deliver any certificate or certificates for shares of Stock
purchased upon the exercise of Options prior to fulfillment of all the following
conditions:

(a) The admission of such shares to listing on all stock exchanges,
if any, on which is then listed; and

(b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Committee shall, in its absolute discretion, deem necessary or
advisable; and

(c) The obtaining of any approval or other clearance from any state
or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and

(d) The payment to the Company of all amounts which it is required to
withhold under federal, state or local law upon exercise of the Option; and

(e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience.

19. NOTIFICATION OF DISPOSITION. Each Employee shall give prompt notice to
the Company of any disposition or other transfer of any shares of Stock
purchased upon exercise of an Option if such disposition or transfer is made:
(a) within two (2) years from the Date of Grant of the Option, or (b) within one
(1) year after the transfer of such shares of Stock to such Employee upon
exercise of such Option. Such notice shall specify the date of such disposition
or other transfer and the amount realized, in cash, other property, assumption
of indebtedness or other consideration, by the Employee in such disposition or
other transfer.

20. NOTICES. Any notice to be given under the terms of the Plan to the
Company shall be addressed to the Company in care of its Secretary and any
notice to be given to any Employee shall be addressed to such Employee at such
Employee's last address as reflected in the Company's records. By a notice given
pursuant to this Section, either party may designate a different address for
notices to be given to it, him or her. Any notice which is required to be

<PAGE> 15

given to an Employee shall, if the Employee is then deceased, be given to the
Employee's personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section. Any notice shall have been deemed duly given if enclosed in a properly
sealed envelope or wrapper addressed as aforesaid at the time it is deposited
(with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.

<PAGE> 16

21. HEADINGS. Headings are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of the Plan.

* * * * * * *

I hereby certify that the ACLARA BioSciences, Inc. Employee Stock Purchase
Plan was adopted by the Board of Directors of ACLARA BioSciences, Inc. on
February 11, 2000.

Executed at Mountain View, California on this ___th day of _______, 2000.

-----------------------------------------

-----------------------------------------
Secretary

* * * * * * *

I hereby certify that the ACLARA BioSciences, Inc. Employee Stock Purchase
Plan was approved by the stockholders of ACLARA BioSciences, Inc. on
_________________, 2000.

Executed at Mountain View, California on this ___th day of _______, 2000.

-----------------------------------------

-----------------------------------------
Secretary

<PAGE> 1
EXHIBIT 10.17

ACLARA - PACKARD

COLLABORATION AGREEMENT

THIS AGREEMENT ("Agreement") dated as of the 21st day of February, 2000,
between PACKARD BIOSCIENCE COMPANY, 800 Research Parkway, Meriden, CT 06540
(hereinafter "PACKARD") and ACLARA BIOSCIENCES, INC., 1288 Pear Avenue, Mountain
View, CA 94043 (hereinafter "ACLARA").

WHEREAS, PACKARD has certain skills, know-how and intellectual property
for products related to, reagents for homogeneous biochemical and cell-based
assays, automated fluid handling devices (including piezo electric dispensers),
plate tracking and stacking devices, detectors for measuring biological
reactions, software and the capability for the marketing, sales and support of
such products;

WHEREAS, ACLARA has certain skills, know-how and intellectual property
for products related to microfluidic analytic devices, dispensers and reagents
for use in such chips and the capability for the manufacture of such products;

WHEREAS, the parties to this Agreement desire to enter into a
collaboration for the development and distribution of systems employing
instruments, microfluidic analytic devices and reagents for use in drug
screening and life sciences research and allied purposes; and

WHEREAS, both parties recognize that each has rights to pre-existing
intellectual properties which may, directly or indirectly, contribute to the
commercialization of such systems and understand that in the process of
developing the systems contemplated by their collaboration, both parties will
reveal to each other relevant proprietary information that existed prior to the
effective date and during the term of the collaboration under appropriate
confidentiality and nondisclosure provisions;

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

1. DEFINITIONS

1.1. "Affiliates" means any corporation, firm, partnership or other entity,
whether de jure or de facto, which directly or indirectly owns, is
owned by or is under common ownership with a Party to this Agreement,
as the case may be, to the extent of at least fifty percent of the
equity (or such lesser percentage which is the maximum allowed to be
owned by a foreign corporation in a particular jurisdiction) having
the power to vote on or direct the affairs of the entity.

1.2. "Assay Reagents" means biochemical reagents and detection reagents
capable of performing Homogeneous Assays in Oasis LabCard chips.

<PAGE> 2

1.3. "Confidential Information" will include confidential knowledge,
know-how, practices, processes, equipment or information which (1) is
obtained from the other Party or generated by a Party during the course
of a Program and (2) is related thereto and (3) except for generated
information, is identified or should reasonably be assumed by the
recipient at the time of disclosure to be confidential and, in the case
of disclosures in non-written form, is identified in writing within
thirty days as confidential. Notwithstanding the above, Confidential
Information will not include, and nothing will in any way restrict the
rights of either ACLARA or PACKARD to use, disclose or otherwise deal
with, any information which:

1.3.1. can be demonstrated to have been in the public domain as of the
Effective Date or comes into the public domain during the term
of this Agreement through no act of the recipient; or

1.3.2. can be demonstrated to have been independently known to the
recipient prior to the receipt thereof by documents in the
possession of recipient at the time of the disclosure; or

1.3.3. can be demonstrated to have been rightfully received by the
recipient from a third party who did not require the recipient
to hold it in confidence or limit its use and who did not
acquire it, directly or indirectly, from the other Party to this
Agreement under a continuing obligation of confidentiality; or

1.3.4. will be required for disclosure to any governmental regulatory
agencies pursuant to approval for use; or

1.3.5. is independently conceived, invented or acquired by researchers
of the recipient who have not been personally exposed to the
information provided to the recipient hereunder.

1.4. "Commercialization Phase" with respect to a System or Component thereof,
shall mean the period of time beginning with the date that PACKARD makes
such System or Component generally available for commercial sale to
third parties (other than for testing purposes) and ending with the
termination of the commercial life of such System or Component as
determined by the JSC.

1.5. "Component" shall mean any of Instruments, Assay Reagents or Oasis
LabCard chips intended for use in a System.

1.6. "Development Phase" with respect to a System or Component thereof, shall
mean the period of time beginning with the date that the JSC approves a
Workplan for

2
<PAGE> 3

the development of such System or Component thereof and ending with the
beginning of the Commercialization Phase therefor.

1.7. "Effective Date" is February 21, 2000.

1.8. "Field" shall mean any application of an Oasis LabCard chip in
performing Homogeneous Assays [ * ].

1.9. "Homogeneous Assay" shall mean any assay technology that does not use a
separation step [ * ].

1.10. "Instruments" shall mean (i) automated fluid handling devices, plate
tracking devices and stacking devices useful in the Field and that are
sold in conjunction with one or more detectors sold by PACKARD to be
used primarily in combination with Oasis LabCard chips, and any computer
programs associated therewith or other devices connected by PACKARD
thereto, (ii) detectors sold by PACKARD to be used primarily in
combination with Oasis LabCard chips and useful in the Field and any
computer programs associated therewith, and (iii) [ * ].

1.11. "Intellectual Property" shall mean all technical know-how in the Field
owned or controlled by either Party, whether patentable or not, patent
applications and patents, copyrights, and trade secrets relating to
Instruments, Oasis LabCard chips, and Assay Reagents.

1.12. "Intellectual Property Rights" shall mean all rights derived from
Intellectual Property worldwide arising under statutory or common law,
and whether or not perfected, including, without limitation, all (1)
patents, patent applications and patent rights; (2) rights associated
with works of authorship including copyrights, copyright applications,
copyright registrations, mask works, mask work applications, mask work
registrations; (3) rights relating to the protection of trade secrets
and confidential information; (4) any right analogous to those set forth
in this definition and any other proprietary rights relating to
intangible property, including trade dress; and (5) divisions,
continuations, renewals, reissues, continuing prosecution, and
extensions of the foregoing (as and to the extent applicable) now
existing, hereafter filed, issued or acquired.

1.13. "Joint Intellectual Property" shall mean Intellectual Property jointly
developed by PACKARD and ACLARA under a Program.

1.14. "JSC" shall mean the Joint Steering Committee, which will be composed of
equal numbers of members from both PACKARD and ACLARA, not to exceed a
total of eight, which members may be changed from time to time by the
Party whom they represent, and to be chaired by the Project Leaders for
the Parties.

3
<PAGE> 4

1.15. "LOCI" shall mean the technology owned or licensed by PACKARD relating
to luminescent oxygen channeling assays and described in U.S. Patent
application Serial No. 704,569, filed May 22, 1991 and U.S. Patent
application Serial No. 718,490 filed June 20, 1991.

1.16. "Oasis LabCard chips" shall mean any microfluidic analytical device that
has [ * ] small reaction vessels [ * ].

1.17. "Net Sales" shall mean (1) with respect to sales by a Party, or an
Affiliate of a Party, to non-affiliated third party purchasers, 95% of
the actual amount of gross invoice price of Systems or Components sold
to process or measure samples in Oasis LabCard chips, less: quantity
discounts granted at the time of invoice, amounts refunded for faulty or
defective product, taxes (except income taxes), tariffs, duties and
similar governmental charges paid, (2) with respect to sales by a Party
made to any Affiliate or to any person, firm or corporation enjoying a
special course of dealing with a Party, the Net Sales will be determined
based on 95% of the first resale in a bona fide arms-length transaction
of the affected System or Component by such Affiliate, person, firm or
corporation to third parties, and (3) with respect to Systems, or
individual Components of Systems that are actually used to process or
measure samples in Oasis LabCard chips and are used by a Party, or an
Affiliate of a Party, to supply services or information to a third party
for commercial purposes, or are otherwise disposed of, excluding
demonstration or other marketing activities performed for no or de
minimis compensation, the Net Sales shall be determined as if such
System, Instrument or Assay Reagent had been sold at the average Net
Sales for such System or Component actually sold to non-affiliated third
parties during the past one hundred and twenty (120) days. Charges
associated with freight, insurance and other transportation costs, are
accounted for by a 5% pro-forma reduction in the basis of Net Sales, and
should therefore be included in determining the amount of gross invoice
price of Systems.

1.18. "Party" shall mean ACLARA or PACKARD, and when used in the plural, shall
mean both ACLARA and PACKARD.

1.19. "Program" with respect to each System, and each Component thereof
developed or to be developed under a Workplan, shall mean the
Development Phase and Commercialization Phase.

1.20. "Project Leader" shall mean someone who will dedicate at least fifty
percent (50%) of his/her time to the Programs. One Project Leader will
be designated from each Party. The Project Leaders will have primary
responsibility for the completion of each Workplan, which shall govern
the development and commercialization of the Systems. The Project
Leaders may be changed from time to time, at the sole discretion of each
Party, provided that, when feasible, reasonable advanced notice is given
to the other Party.

1.21. "Prototype" shall mean a development stage System meeting all or most of
the specifications set forth in the applicable Workplan, however, not in
a format useful for general sale and commercial distribution.

4
<PAGE> 5

1.22. "Residual Net Sales" shall mean, with respect to Oasis LabCard chips,
Net Sales minus the Transfer Price.

1.23. "System" shall mean a combination of Instruments, Assay Reagents and
Oasis LabCard chips that are developed in a Program or introduced by
either Party into a Program and useful in the Field.

1.24. "Third Party Instrumentation" shall mean (i) automated fluid handling
devices, plate tracking devices and stacking devices developed and sold
by a third party and capable of being used in combination with Oasis
LabCard chips for use in the Field, and (ii) detectors developed and
sold by a third party and capable of being used in combination with
Oasis LabCard chips for use in the Field

1.25. "Transfer Price" shall mean [ * ] of fully-loaded manufacturing costs
(including royalty or license payments owed to third-parties),
determined in accordance with GAAP.

1.26. "Workplan" shall mean a definitive plan to develop and commercialize
Systems and Components, and includes design specifications, timelines,
milestones, budgets, marketing strategy and estimated time to
commercialization. Each Workplan will set forth the activities to be
performed by each of the parties during the Development Phase and the
Commercialization Phase, indicating when a System will have completed
the Development Phase and will be moved to the Commercialization Phase.
Each Workplan will be agreed to and signed by both parties.

2. PROGRAMS, PURPOSES AND EXCLUSIVITY

2.1 Strategic Intent. The objective of the relationship between PACKARD and
ACLARA is to coordinate the development and marketing of one or more
Systems, as the Parties may agree, from time to time, as set forth in a
Workplan. Each System will be developed using a combination of PACKARD's
Instruments and Assay Reagents and ACLARA's Oasis LabCard chips. PACKARD
will use commercially reasonable efforts to adapt its existing
Instruments (including dispensers, detectors and software) and Assay
Reagents, including LOCI and other available Assay Reagents, for use
with Oasis LabCard chips. ACLARA will use commercially reasonable
efforts to adapt and develop Oasis LabCard chips for use in combination
with PACKARD's Instruments and PACKARD's Assay Reagents, including LOCI
and other available Assay Reagents. As part of the collaborative effort,
PACKARD and ACLARA will jointly evaluate Third Party Instrumentation for
use in the Field in combination with Oasis LabCard chips and PACKARD
Assay Reagents, including LOCI and other available Assay Reagents. As
part of such evaluation, the Parties will jointly make recommendations
to such third parties as to how the Third Party Instrumentation may be
modified to accommodate the Oasis LabCard chips and PACKARD Assay
Reagents. [ * ].

5
<PAGE> 6

During the Development Phase of each Program, the parties will develop
one or more Prototypes and adapt or modify Assay Reagents, with the
objective of designing at least one commercializable version of a
System. During the Commercialization Phase, the parties will coordinate
the marketing, sale and support of each System in the Field.

2.2 Initial Programs. Within [ * ] of the Effective Date, each of the
Parties will designate, in writing, its representatives to the Joint
Steering Committee ("JSC") and, the parties shall jointly agree upon a
schedule of JSC meetings to be held over the next thirty days after the
date of designation of the JSC representatives. Within six weeks of the
Effective Date, the Parties will develop and agree upon a Workplan that
will define:

- customer validation, mutually targeted for [ * ]
- adaptation of LOCI and a maximum of other chemistries in the Field
- development timelines and milestones
- the makeup of the Instruments and Oasis LabCard
- marketing strategy and resource commitments.

Included in the Workplan will be a best estimate production schedule for
the delivery of Oasis LabCard chips and for the evaluation of the
Instruments, Assay Reagents and Oasis LabCard chips, which production
schedule shall be subject to modification by the JSC. Each Party shall
commit the necessary resources and diligently strive to achieve its
duties under the Workplan in order to facilitate the first commercial
sale of a System to a third party, by not later than [ * ]. Until [ * ],
neither Party shall divert resources to work on [ * ] for use in
combination with Oasis LabCard chips and PACKARD supplied Assay
Reagents, if such effort could reasonably be expected to delay the
planned commercial launch of a PACKARD supplied System prior to [ * ].
Each Party will bear the cost of its portion of the Development Phase.

2.3 Joint Steering Committee. The Development Phase and Commercialization
Phase for each Program will be governed by the JSC. The JSC shall
consist of at least one senior executive, one business director, and one
technical director from each Party. The JSC will meet at least once per
calendar quarter, alternating between locations selected by ACLARA and
PACKARD, respectively, to oversee activities under each Workplan and
other activities under this Agreement. In particular, the JSC will
monitor and support collaboration and/or supply relationships existing
between ACLARA and PACKARD, review, recommend modifications to, and
oversee the implementation of active Workplans, review the commercial
feasibility of Systems being developed under a Workplan, discuss new
commercial opportunities and develop the objectives and terms for
additional Programs between the Parties that may be pursued.

2.3.1 The JSC shall have the authority to make reasonable alterations or
amendments to Workplans, which will be considered final after reduction
to writing.

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<PAGE> 7

2.3.2 The JSC shall have the authority to recommend alterations or
amendments to this Agreement, which shall not become final until reduced
to writing and signed by the authorized representatives of each of the
Parties.

2.3.3 Except as otherwise expressly provided herein, decisions of the
JSC will be made by consensus.

2.3.4 Should disputes arise, the Parties agree to negotiate in good
faith to resolve the disputes. Disputes that cannot be resolved by the
JSC within a reasonable period shall be submitted to the presidents of
the Parties. If agreement is still not reached, prior to seeking any
other remedy, the Parties agree to submit disputes to mediation in
accordance with Section 11.6 hereof.

2.3.5 At least once each year following the Effective Date, the JSC will
meet specifically to review the terms of this Agreement, and negotiate,
in good faith, appropriate amendments that would be equitable for both
Parties in light of current circumstances.

2.4 General Exclusivity.

2.4.1 Except as otherwise provided in this Agreement, during the term of
any Development Phase, Components specifically designed for a System
shall not be sold to or further developed for third parties for use in
the Field other than in furtherance of this Agreement

2.4.2 Notwithstanding the foregoing, neither Party shall be prohibited
from developing any Component for its own internal research purposes.

2.5 Field Exclusivity.

2.5.1 During the term of this Agreement, PACKARD shall have the right to
sell, and have sold, all versions of Oasis LabCard chips [ * ] for use
with Systems in the Field or for use with Third Party Instrumentation in
the Field. So long as PACKARD continues to satisfy the Due Diligence
Requirements described below, the foregoing right to sell, and have
sold, all versions of Oasis LabCard chips [ * ] for use with Systems in
the Field or for use with Third Party Instrumentation in the Field shall
be exclusive to PACKARD. For purposes of this Section 2.5.1, PACKARD
shall be deemed to have satisfied the "Diligence Requirement" during any
period if (1) PACKARD is diligent in promoting, distributing and selling
Oasis LabCard chips, and (2) PACKARD is demonstrably committed to
selling Oasis LabCard chips for use with Third Party Instrumentation as
well as for use with Instruments manufactured by PACKARD. During the [ *
] period following the first commercial sale of a System to a third
party, diligence shall be determined based on actual sales, reasonable
penetration into the Homogenous Assay market for the Field, and the
number of and volume

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<PAGE> 8

employed by pharmaceutical and biotechnology companies for the Field.
Thereafter, for each subsequent twelve (12) month period, diligence will
be determined based on PACKARD's demonstrated ability to generate Net
Sales for Oasis LabCard chips equal to [ * ] of the Net Sales of Oasis
LabCard chips generated during the previous twelve (12) month period;
provided, however, the JSC will meet annually to discuss, in good faith,
whether the [ * ] target is reasonable in light of market conditions and
other circumstances and, prior to converting PACKARD's exclusive right
into a non-exclusive right in accordance with the foregoing, ACLARA
shall give PACKARD sixty (60) days prior written notice of its
intentions, and will give PACKARD reasonable opportunity to present
arguments as to why PACKARD's right should remain exclusive.

2.5.2 ACLARA shall be the sole supplier to PACKARD of Oasis LabCard
chips, and [ * ] shall have the right to copromote the Oasis LabCard
chips.

2.5.3 If during the exclusive period as provided in Paragraph 2.5.1,
opportunities arise for the application of [ * ] in Oasis LabCard chips
for use in the Field, which application would use substantially
different assay formats from the then existing assays developed by the
Parties, severally or individually, for use in Oasis LabCard chips, the
Parties shall negotiate in good faith how such new formats may be
commercially developed and how income from such new formats shall be
divided.

2.5.4 If during the exclusive period as provided in Paragraph 2.5.1,
ACLARA elects to develop an Oasis LabCard chip [ * ], ACLARA shall offer
to enter into an agreement with PACKARD for the development and
distribution of such Oasis LabCard chips and compatible Instruments
[ * ].

3. DEVELOPMENT PHASE

3.1 Term of Development Phase. Unless terminated earlier in accordance with
Section 3.6 of this Agreement, the Development Phase for each Program shall
commence upon the execution and delivery of a Workplan by the JSC describing
the System and Components thereof to be developed and commercialized, and
shall end upon the date that PACKARD first makes such System generally
available for commercial sale to third parties (other than for testing
purposes).

3.2 Access. During the Development Phase of any Program, without the prior
written consent of the other Party, neither Party shall permit any third
party to have access to the subject System or any Components, except in
furtherance of this Agreement.

3.3 Party Responsibilities. Each of the parties will be given primary
responsibility as to Components of the Systems, as specifically set forth in
a Workplan. Generally,

3.3.1 PACKARD will be responsible for the development of Instruments,
assembly of Prototypes, and providing Prototypes and Assay Reagents to
ACLARA.

3.3.2 ACLARA will be responsible for development of Oasis LabCard chips
and providing Oasis LabCard chips to PACKARD. ACLARA will also be
responsible for the initial development of a Prototype [ * ] module. The
JSC will decide whether this [ * ] will be used in the System.

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<PAGE> 9

3.3.3 Detailed written information regarding modifications by either
Party to Systems being developed or to their individual Components will
be transmitted to the other Party no later than the next JSC meeting.

3.4 Manufacturing Rights.

3.4.1 During the Development Phase for each Program, ACLARA shall use
commercially reasonable efforts to manufacture (or have manufactured)
and supply all Oasis LabCard chips and [ * ] used in any Prototype in
accordance with the applicable Workplan. Any changes to the Oasis
LabCard chips used in the System will be communicated promptly to
PACKARD, but not later than the next JSC meeting. ACLARA shall use
commercially reasonable efforts to support PACKARD's development
efforts.

3.4.2 During the Development Phase for each Program, PACKARD shall use
commercially reasonable efforts to manufacture (or have manufactured)
and supply all Prototypes [ * ] and Assay Reagents used in any
Prototype. Information relating to any modifications to Prototypes by
either Party will be communicated promptly to the other Party, but not
later than the next JSC meeting.

3.4.3 The Parties recognize the importance of achieving the milestones
set forth in each Workplan and delivering Prototypes, and Assay
Reagents, as required under a Workplan. If commercial launch of a System
occurs on or before [ * ], ACLARA shall credit PACKARD with [ * ], which
will be paid to PACKARD by reducing ACLARA's share of Residual Net Sales
for Oasis LabCard chips under Section 4.4.1.3 by [ * ]. If, solely as a
result of an Unexcused Failure by PACKARD, the commercial launch of the
System does not occur on or before [ * ], PACKARD shall credit ACLARA
with [ * ], which will be paid out by increasing ACLARA's share of
Residual Net Sales for Oasis LabCard chips under Section 4.3.1.1 by [ *
]. An "Unexcused Failure by PACKARD" means a failure by PACKARD to make
a reasonable commercial effort in relation to achieving the goals set
forth in the Work Place.

3.4.4 During the Development Phase for each Program, the Parties will
each have access to Prototypes and Assay Reagents. ACLARA will have the
right to have the most recent Prototypes developed by PACKARD at its
location. ACLARA will reimburse PACKARD for direct manufacturing and
transportation costs associated with producing such Prototypes,
including the cost of purchasing Components and assembly, as determined
in accordance with generally accepted accounting principles ("GAAP").
PACKARD will have the right to have reasonable quantities of Prototypes
developed by ACLARA (i.e. Oasis LabCard chips and [ * ]) at its location
to test, modify and use Prototypes. PACKARD will reimburse ACLARA for
direct manufacturing and transportation costs associated with producing
such Prototype Oasis LabCard chips and [ * ], as determined in
accordance with GAAP. Each Party will reimburse the other Party for the
direct manufacturing and transportation costs, including the cost of
purchasing Components, and royalty or license payments, of Assay
Reagents received from the other Party, as determined in accordance with
GAAP.

3.4.5 Both Parties will allow the other access to any Prototype or Oasis
LabCard chip, especially for the purpose of examining modifications
thereto. Both Parties will make reasonable efforts to explain the
purpose of any modification and the benefit so achieved. Significant
modifications should be documented and

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<PAGE> 10

communicated promptly in writing to the other Party, but not later than
the next meeting of the JSC.

3.5 Intellectual Property.

3.5.1 Each of the parties will operate during the Development Phase for
each Program under a royalty-free, non-assignable license from the other
Party under the other Party's Intellectual Property Rights to the extent
reasonably necessary to satisfy its obligations under this Agreement.
The following are the Intellectual Property Rights of the Parties during
the Development Phase.

3.5.1.1 For the duration of the Development Phase for each Program,
each Party is granted a license under the Intellectual Property
Rights of the other Party to use Systems and Components to the extent
reasonably necessary to satisfy its obligations under this Agreement.

3.5.1.2 All Joint Intellectual Property specifically relating to
Oasis LabCard chips or [ * ] shall be the property of ACLARA and in
the event that an employee or consultant of PACKARD is an inventor,
PACKARD will have such inventor assign his/her rights to ACLARA and
cooperate with ACLARA in ACLARA perfecting its rights to such
invention. PACKARD shall have access to such Intellectual Property
for purposes of developing and commercializing Systems hereunder.

3.5.1.3 All Joint Intellectual Property specifically relating to
Instruments [ * ], up to the interface with the Oasis LabCard, and
Assay Reagents owned or controlled by PACKARD shall be the property
of PACKARD and in the event that an employee or consultant of ACLARA
is an inventor, ACLARA will have such inventor assign his/her rights
to PACKARD and cooperate with PACKARD in PACKARD perfecting its
rights to such invention. ACLARA shall have access to such
Intellectual Property for purposes of developing Systems hereunder.

3.5.1.4 All Joint Intellectual Property for improvements at the
interface between the Instrument and the Oasis LabCard chip will be
jointly and equally owned, with each Party retaining the right to
exploit such improvements without the obligation to account to the
other.

3.5.2 The parties will use reasonable efforts to report inventions
described above to each other using invention disclosure forms. The
Party owning the Intellectual Property shall make reasonable efforts to
protect such Intellectual Property at its own expense, reasonably
enforce the Intellectual Property Rights obtained and during the
Development Phase report to the other Party the progress of such
efforts. Jointly owned Intellectual Property shall be subject to the
mutual agreement of the parties and at their mutual expense.

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<PAGE> 11

3.5.3 Nothing contained herein shall be inferred to grant a license to
one Party under the Intellectual Property Rights of the other Party,
except as explicitly set forth herein.

3.6 Termination of the Development Phase.

3.6.1 Breach. In the event of a material breach by either Party during
the Development Phase of any Program, the non-breaching Party shall give
the breaching Party written notice thereof (a "Notice of Breach"), which
notice must state the nature of the breach in reasonable detail and, in
the opinion of the non-breaching Party, the action that would cure the
breach. So long as a breach described in a Notice of Breach continues,
this Agreement may be terminated with respect to such Program by written
notice to the breaching Party delivered not earlier than [ * ] days
after receipt by the breaching Party of the Notice of Breach. In
addition, either Party shall have the right to terminate this Agreement
if the other Party has unreasonably failed to meet the design
specifications within the timelines as outlined in any Workplan, whether
or not such failure is a material breach and the JSC fails to reach a
mutually satisfactory solution after good faith negotiation within [ * ]
after written notice to the breaching party of such failure, in which
case, the terminating Party shall have the rights described in 3.6.3 or
3.6.4, as appropriate, as its sole recourse.

3.6.2 Termination for Convenience. During the Development Phase of any
Program, upon [ * ] prior written notice, either Party may elect, in its
sole discretion, to terminate its participation in such Program. A Party
may not terminate for convenience during an active Notice of Breach. In
the case of Termination for Convenience, the non-terminating Party shall
have the rights described in 3.6.3 or 3.6.4, as appropriate, as its sole
recourse; provided, however, if the JSC determines, in good faith, that
either Party is unable, after a good faith commercially reasonable
effort, to fulfill its obligations under this Agreement, the JSC may
elect to terminate this Agreement, without regard to Sections 3.6.3 or
3.6.4.

3.6.3 ACLARA Breach or Termination for Convenience. If termination of
the Development Phase of any Program results from a breach or
termination for convenience by ACLARA, then:

3.6.3.1 PACKARD may continue to use Oasis LabCard chips in its
possession;

3.6.3.2 With respect to Oasis LabCard chips [ * ] developed by
ACLARA, ACLARA shall, at its sole discretion, either i) supply said
Oasis LabCard chips [ * ] to PACKARD at a cost equal to the Transfer
Price for such Oasis LabCard chips [ * ], plus an amount equal to [ *
] of Residual Net Sales for

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<PAGE> 12

such Oasis LabCard chips [ * ] to end users (with an amount equal to
[ * ] of Residual Net Sales retained by PACKARD), payable in
accordance with Section 4.5.2 and 4.5.3, and otherwise on terms
substantially similar to the Supply Agreement attached as Exhibit A
hereto; or, ii) grant to PACKARD and its Affiliates a royalty-bearing
license (at a rate of [ * ] on Net Sales of Oasis LabCard chips,
payable quarterly) under ACLARA's Intellectual Property and
Intellectual Property Rights to make, have made, use, have used, sell
and have sold Oasis LabCard chips developed in the Development Phase
solely for incorporation into a System developed or proposed to be
developed under the affected Program and commercialization of the
System.

3.6.3.3 PACKARD shall have the exclusive right to make or have made
(subject to ACLARA's rights under 3.6.3.2), use, have used, sell and
have sold the affected System and Components designed specifically
for the System for use with Oasis LabCard chips in the Field.

3.6.4 PACKARD Breach or Termination for Convenience. If termination of
the Development Phase of any Program results from a material breach or
termination for convenience by PACKARD, then:

3.6.4.1 ACLARA may continue to use Prototypes in its possession;

3.6.4.2 With respect to Components of the System developed by PACKARD
to be used in a System in the Field, PACKARD shall at its sole
discretion, either i) supply said Components of the System at a cost
equal to the Transfer Price of said Components (payable net 30 days),
plus an amount equal to [ * ] of Residual Net Sales, as the
definition of Residual Net Sales would apply to Components (payable
quarterly) and otherwise on terms substantially similar to the Supply
Agreement attached as Exhibit A hereto; or ii), grant to ACLARA and
its Affiliates a royalty-bearing license, under PACKARD's
Intellectual Property and Intellectual Property Rights to make, have
made, use, have used, sell and have sold such Components developed in
the Development Phase solely for incorporation into a System
developed or proposed to be developed under the affected Program and
commercialization of the System. The royalty rate shall be [ * ] on
Net Sales of Components, plus direct royalties to third parties, if
any. The combination of all royalties in the preceding sentence shall
not exceed a total of [ * ] on Net Sales of Components.

3.6.4.3 ACLARA shall have the exclusive right to make or have made
(subject to PACKARD's rights under 3.6.4.2), use, have used, sell and
have sold the affected System and Components designed specifically
for the System for use with Oasis LabCard chips in the Field.

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<PAGE> 13

4. COMMERCIALIZATION PHASE

4.1 Term of Commercialization Phase. The Commercialization Phase for each
Program shall commence on the date that PACKARD first makes the applicable
System, or Components therein, contemplated by the Program generally
available for commercial sale to third parties (other than for test
purposes), and shall continue for the commercial life of any Component
included in the System as determined by the JSC.

4.2 Manufacturing and Sales.

4.2.1 With respect to the supply, sale and distribution of Oasis LabCard
chips for use in the Field, PACKARD and ACLARA shall have the rights
described in Section 2.5

4.2.2 PACKARD shall have the exclusive right to make, have made, use,
have used, sell and have sold Instruments [ * ] developed during the
Development Phase or introduced into a Program and Assay Reagents,
including any mutually agreeable improvements or modifications thereto,
and support the Systems and Components.

4.2.3. PACKARD agrees to buy and ACLARA agrees to supply all of
PACKARD's requirements for Oasis LabCard chips for use with Systems in
the Field or for use with Third Party Instrumentation in the Field in
accordance with the terms of the Supply Agreement attached hereto as
Exhibit A and incorporated herein by reference.

4.2.4 If ACLARA is unable to reasonably fulfill PACKARD's requirements
forOasis LabCard chips, or if PACKARD is unable to reasonably fulfill
its orders for Systems or the Components thereof, then the parties shall
negotiate a reasonable royalty-bearing license under Intellectual
Property Rights of the Party failing to fulfill its obligation to allow
the other Party to fulfill such obligations, such license not to be
unreasonably withheld.

4.3 Revenue sharing.

Revenue from the transfer of Systems and Components, shall be shared as
follows:

4.3.1 ACLARA will transfer Oasis LabCard chips to PACKARD for marketing
and distribution to end-users at a price equal to the Transfer Price for
Oasis LabCard chips, plus [ * ] of Residual Net Sales from Oasis LabCard
chip sales to end-users.

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<PAGE> 14

4.3.2 In the event that, after the Effective Date, the Parties agree in
writing to jointly develop Instruments dedicated for use with Oasis
LabCard chips, for such Instruments, ACLARA shall also receive a [ * ]
royalty on Net Sales of such Instruments, and the percentage of Residual
Net Sales from Oasis LabCard chip sales to end-users as set forth in
Section 4.4.1.1 will be reduced to [ * ]. If such Instrument, or
component thereof, is manufactured by ACLARA, ACLARA will also receive [
* ] of direct manufacturing costs for such Instruments or component, as
determined in accordance with generally accepted accounting principles.
In addition, if ACLARA's Intellectual Property covers such Instrument or
components, the royalty percentage for ACLARA shall increase from [ * ]
to [ * ] on Net Sales of such Instrument or components thereof.

4.4 Payments

4.4.1 Currency. All payments shall be made in United States dollars by
wire transfer to a bank account designated by ACLARA or PACKARD in full,
without deductions of taxes, charges, duties or any other offset. For
converting payments due on sales made in currencies other than United
States dollars into United States dollars, PACKARD or ACLARA will
convert such payments at the closing commercial sell rate of exchange
for United States dollars and each currency involved as quoted by
Citibank, N.A., or any successor thereto, in New York on the last
business day of the relevant period.

4.4.2 Transfer Price Payments. Following ACLARA's shipment of Oasis
LabCard chips to PACKARD, ACLARA shall submit to PACKARD an invoice
reflecting the Transfer Price for such Oasis LabCard chips. Within
thirty (30) days of receipt of a correct invoice, PACKARD will submit
payment for the Transfer Price of Oasis LabCard chips .

4.4.3 Estimated Residual Net Sales Payments.

4.4.3.1 For the first eighteen (18) months from the first commercial
sale of Oasis LabCard chips by PACKARD to third parties (or such
earlier date as PACKARD may elect at its sole discretion), estimated
payment for ACLARA's portion of Residual Net Sales shall be made
within thirty (30) days from the end of each month based upon an
estimate of Oasis LabCard chips shipped in the preceding month, as
calculated in Section 4.3.1. and 4.3.2, as applicable.

4.4.3.2 Thereafter, estimated payments for ACLARA's portion of
Residual Net Sales shall be made within thirty (30) days of the end
of each month, based on the average monthly sales booked during the
preceding six (6) months.

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<PAGE> 15

4.4.4 Actual Residual Net Sales Adjustment Within forty-five (45) days
following the end of each fiscal quarter, PACKARD will provide ACLARA
with a report of actual Net Sales of Oasis LabCard chips during such
quarter. This report shall also document any adjustment of revenue share
based on the difference between the estimated Net Sales and actual Net
Sales. Any adjusted revenue share due to ACLARA will be due and payable
concurrent with the report of actual Net Sales. Any adjusted revenue
share due PACKARD will be due and payable within thirty (30) days of the
receipt of said report.

4.4.5 Instrument Royalties Within forty-five (45) days following the end
of each fiscal quarter, PACKARD will provide ACLARA with a report of
actual Net Sales of Instruments for which a royalty payment is due. The
revenue share due to ACLARA will be calculated as set forth in Section
4.4.1 above and will be due and payable concurrent with the report of
actual Net Sales of Instruments.

4.5 Intellectual Property.

4.5.1 For the duration of the Commercialization Phase for each Program,
each Party is granted a license under the Intellectual Property Rights
of the other Party to use Systems and the individual Components
incorporated into such Systems to the extent reasonably necessary to
exercise its rights and satisfy its obligations under this Agreement.

4.5.2 For the duration of the Commercialization Phase for each Program,
PACKARD is granted a license under the Intellectual Property Rights of
ACLARA to the extent reasonably necessary to commercialize the Systems
as contemplated above and to manufacture capillary pin dispensers.
ACLARA shall provide PACKARD with such assistance as may be necessary
and available, including without limitation, supplying ACLARA's
technical know-how, solely to permit PACKARD to develop the capability
to manufacture and supply [ * ] and effectively commercialize the
Systems as contemplated by this Agreement.

5. PATENT LITIGATION.

5.1 In the event of the institution of any suit by a third party against
ACLARA or PACKARD alleging that the manufacture, use, sale, distribution or
marketing of Systems or any component thereof infringes a third party
patent, the party sued will promptly notify the other Party in writing.
PACKARD shall defend, indemnify and hold harmless ACLARA from and against
any and all liability, loss, damages and expenses (including reasonable
attorneys' fees) and assume the primary responsibility and expense of
defending and paying any judgment or settlement with respect to such claim,
except to the extent such claim relates to Oasis LabCard chips [ * ]. ACLARA
shall defend, indemnify and hold harmless PACKARD from and against any and
all liability, loss, damages and expenses (including attorneys' fees) and
assume the primary responsibility and expense of defending and paying any
judgment or

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<PAGE> 16

settlement with respect such claim to the extent that such claim relates to
Oasis LabCard chips [ * ]. The other Party will have the right but not the
obligation to defend or participate in the defense of such suit at its own
expense. ACLARA and PACKARD will assist one another and cooperate in any
such litigation at the other's reasonable request, without expense to the
requesting Party. The Party conducting such action will have full control
over its conduct, including settlement thereof provided such settlement will
not be made without the prior written consent of the other Party if it would
adversely affect the rights of the other Party, such consent not to be
unreasonably withheld or delayed. The provisions of this Section will
survive and remain in full force and effect after any termination,
expiration or cancellation of this Agreement and each Party's obligations
hereunder will apply whether or not such claims are rightfully brought.

5.2 In the event that ACLARA or PACKARD becomes aware of actual or
threatened infringement of a patent coming within Intellectual Property
Rights of one of the Parties covering a Component of a System being sold,
that Party will promptly notify the other Party in writing. Either owner of
a patent coming within such Intellectual Property Rights will have the first
right but not the obligation to bring, at its own expense, an infringement
action against any such third party. It is understood that a more effective
action will result if both Parties agree to financially support such action
and the Party bringing the action may solicit financial support from the
other Party, such as using funds being received for sales of Systems or
Components thereof for such support. If an owner of the patent does not
abate such infringement within one-hundred and eighty (180) days of becoming
aware of such infringement and such infringement is having a significant
effect on the revenues being derived from Systems or any component thereof,
then the other Party may bring such action in the name of the owner of the
patent, in which case the owner of the paten will cooperate fully in
assigning such rights under the patent as are necessary to enable the other
Party to commence such an action. The Party conducting such action will have
full control over its conduct, including settlement thereof provided such
settlement will not be made without the prior written consent of the other
Party if it would adversely affect the rights of the other Party, such
consent not to be unreasonably withheld or delayed. In any event, ACLARA and
PACKARD will assist one another and cooperate in any such litigation at the
other's reasonable request without expense to the requesting Party.

5.3 ACLARA and PACKARD shall have the right to recover their respective
actual out-of-pocket expenses, or equitable proportions thereof, associated
with any litigation or settlement thereof from any recovery made by any
Party. Any excess amount will be shared between PACKARD and ACLARA in an
amount related to their anticipated income from the sale of Systems and/or
Components that would have been made, but for the infringement.

5.4 The Parties shall keep one another reasonably informed of the status of
their respective activities regarding any such litigation or settlement
thereof.

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6. TRADEMARKS AND NON-PROPRIETARY NAMES.

6.1 PACKARD, at its expense, will be responsible for the selection,
registration and maintenance of all trademarks, which it employs in
connection with Systems, except for Oasis LabCard chips, and will own and
control such trademarks.

6.2 PACKARD, at its expense, will be responsible for the selection of
non-proprietary names for Systems and Components thereof, except for Oasis
LabCard chips, sold by PACKARD.

6.3 PACKARD shall provide recognition of the use of ACLARA's Oasis LabCard
chips for the System by providing such indication on the outside of
Instruments and in the packaging of Instruments, such indication to be
reasonably acceptable to PACKARD.

6.4 ACLARA, at its expense, will be responsible for the selection,
registration and maintenance of all trademarks that it employs in connection
with Oasis LabCard chips, which will be prominently displayed on Oasis
LabCard chips sold by PACKARD and will own and control such trademarks.
Nothing in this agreement will be construed as a grant of rights, by license
or otherwise, to PACKARD to use such trademarks for any purpose other than
co-promotion as provided in this Agreement.

7. DUTIES OF CONFIDENTIALITY.

7.1 Because ACLARA and PACKARD will be cooperating with each other in this
collaboration, and each may reveal Confidential Information to the other in
the course of a Program, the Parties agree to use the same degree of care as
each uses for information of like importance, but not less than a reasonable
degree of care (1) to hold in confidence any Confidential Information
disclosed by the other Party hereunder, and (2) not to disclose same to any
third party without the express written consent of the other, or, except for
purposes of advancing the developing, manufacturing or marketing of Systems
or individual Components thereof, or to carry out any litigation concerning
the same, provided that each such third party is informed of the
confidentiality of such information and that each said third party agrees to
be bound to at least the same degree of confidentiality as the Parties are
bound under this Agreement. This confidentiality requirement will remain in
force for a period of three years following termination of this Agreement.

7.2 Each of the Parties agrees to assume individual responsibility for the
actions and omissions of its respective employees, agents and assigns in
conjunction with this research, and to inform same of the responsibilities
for confidentiality and disclosure under this Agreement, and to obtain their
agreement to be bound in the same manner that the Party is bound.

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7.3 Nothing herein will be construed as preventing either Party from
disclosing any information to an Affiliate of PACKARD or ACLARA or to a
sub-licensee, distributor or joint venture or other associated company of
either Party for the purpose of developing or commercializing Systems,
provided such Affiliate, sub-licensee, distributor or joint venture or other
associated company has undertaken a similar obligation of confidentiality in
writing with respect to the Confidential Information.

7.4 All Confidential Information disclosed by one Party to the other will
remain the Intellectual Property Rights of the disclosing party. In the
event that a court or other legal or administrative tribunal, directly or
through an appointed master, trustee or receiver, assumes partial or
complete control over the assets of a Party to this Agreement based on the
insolvency or bankruptcy of such Party, the bankrupt or insolvent party will
promptly notify the court or other tribunal (1) that Confidential
Information received from the other Party under this Agreement remains the
property of the other Party and (2) of the confidentiality obligations under
this Agreement. In addition, the bankrupt or insolvent party will, to the
extent permitted by law, take all steps necessary or desirable to maintain
the confidentiality of the other Party's Confidential Information and to
ensure that the court, other tribunal or appointed master maintains such
information in confidence in accordance with the terms of this Agreement.

7.5 Neither PACKARD nor ACLARA will submit for written or oral publication
any manuscript, abstract or the like which includes data or other
information generated and provided by the other Party or otherwise developed
by either Party in the performance of activities in furtherance of this
Agreement without first obtaining the prior written consent of the other
Party, which will not be unreasonably withheld, except that the foregoing
will not apply to the customary literature which is prepared for marketing
and sales purposes.

7.6 Within seven (7) days following the Effective Date, the Parties will
agree on the form and language of a joint press release related to this
agreement.

7.7 For the avoidance of doubt, nothing in this Agreement will be construed
as preventing or in any way inhibiting either Party from complying with
statutory and regulatory requirements governing the development,
manufacture, use and sale or other distribution of products in any manner
which it reasonably deems appropriate, including, for example, by disclosing
to regulatory authorities Confidential Information or other information
received from a Party or third parties. The Parties will take reasonable
measures to assure that no unauthorized use or disclosure is made by others
to whom access to such information is granted.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 Each Party represents, warrants and covenants to the other Party that:

18
<PAGE> 19

8.1.1 it has the corporate power and authority and legal right to enter
into this Agreement and to perform its obligations hereunder;

8.1.2 the execution and delivery of this Agreement and the performance
of the transactions contemplated thereby have been duly authorized by
all necessary corporate action of such Party;

8.1.3 the execution and delivery of this Agreement and the performance
by such Party of any of its obligations under this Agreement do not and
will not (1) conflict with, or constitute a breach or violation of, any
other contractual obligation to which it is a Party, any judgment of any
court or governmental body applicable to such Party or its properties
or, to such Party's knowledge, any statute, decree, order, rule or
regulation of any court or governmental agency or body applicable to
such Party or its properties, and (2) with respect to the execution and
delivery of the Agreement, require any consent or approval of any
governmental authority or other person;

8.1.4 such Party will to the best of its knowledge without undertaking a
special investigation, disclose to the other Party any material adverse
proceedings, claims or actions that arise, relating to their technology
which would materially interfere with that Party's performance of its
obligations under this Agreement; and

8.1.5 such Party's employees, consultants, advisors, contractors, and
other person or persons associated with the performance of this
agreement have executed or will execute agreements whereby all right,
title and interest in any technology and inventions will be assigned to
their respective employers.

9. INDEMNIFICATION

9.1 PACKARD Indemnification of ACLARA. PACKARD will defend, indemnify and
hold harmless ACLARA, Affiliates of ACLARA, and their respective directors,
officers, shareholders in their capacity as shareholders, agents and
employees, from and against any and all liability, loss, damages and
expenses (including attorneys' fees) as the result of claims, demands, costs
or judgments which may be made or instituted against any of them, severally
or collectively, by a third party arising out of (1) the untruth,
inaccuracy, breach or nonfulfillment of any representation or warranty or
any covenant or agreement of PACKARD contained in or made pursuant to this
Agreement or (2) the manufacture, distribution, sale or other disposition by
or through PACKARD or its Affiliates of Systems or component thereof, except
Components manufactured by or through ACLARA or its Affiliates. PACKARD's
obligation to defend, indemnify and hold harmless will include claims,
demands, costs or judgments, whether for money damages or equitable relief
by reason of alleged personal injury to any person or alleged property
damage; provided, however, the indemnity will not extend to any claims
against an indemnified Party which results (i) from the negligence or
willful misconduct of such indemnified Party, or (ii)

19
<PAGE> 20

a claim of patent infringement. PACKARD will have the exclusive right to
control the defense of any action which is to be indemnified in whole by
PACKARD hereunder, including the right to select counsel acceptable to
ACLARA to defend ACLARA and to settle any claim; provided that, without the
written consent of ACLARA (which will not be unreasonably withheld or
delayed), PACKARD will not agree to settle any claim against ACLARA to the
extent such claim has a material adverse effect on ACLARA. The provisions of
this Section will survive and remain in full force and effect after any
termination, expiration or cancellation of this Agreement and PACKARD' s
obligations hereunder will apply whether or not such claims are rightfully
brought.

9.2 ACLARA Indemnification of PACKARD. ACLARA will defend, indemnify and
hold harmless PACKARD, Affiliates of PACKARD and their respective directors,
officers, shareholders in their capacity as shareholders, agents and
employees, from and against any and all liability, loss, damages and
expenses (including attorneys' fees) as the result of claims, demands, costs
or judgments which may be made or instituted against any of them, severally
or collectively, by a third party arising out of (l) the untruth,
inaccuracy, breach, or nonfulfillment of any representation or warranty or
any covenant or agreement of ACLARA contained in or made pursuant to this
Agreement or (2) the manufacture by or through ACLARA or its Affiliates of
any Oasis LabCard chips or any part thereof or other components of a System.
ACLARA's obligation to defend, indemnify and hold harmless will include
claims, demands, costs or judgments, whether for money damages or equitable
relief by reason of alleged personal injury to any person or alleged
property damage; provided, however, the indemnity will not extend to any
claims against an indemnified Party which results (i) from the negligence or
willful misconduct of such indemnified party, or (ii) a claim of patent
infringement, or (iii) where such claims result from a modification of
Systems or Components thereof by PACKARD which was not approved by ACLARA.
ACLARA will have the exclusive right to control the defense of any action
which is to be indemnified in whole by ACLARA hereunder, including the right
to select counsel acceptable to PACKARD to defend PACKARD and to settle any
claim; provided that, with the written consent of PACKARD (which will not be
unreasonably withheld or delayed), ACLARA will not agree to settle any claim
against PACKARD to the extent such claim has a material adverse effect on
PACKARD. The provisions of this Section will survive and remain in full
force and effect after any termination, expiration or cancellation of this
Agreement and ACLARA's obligations hereunder will apply whether or not such
claims are rightfully brought.

9.3 Notice; Choice of Attorney. A Party that intends to claim
indemnification under this Section 9 (the "Indemnitee") will promptly notify
the other Party (the "Indemnitor") of any loss, claim, damage, liability or
action in respect of which the Indemnitee intends to claim such
indemnification, and the Indemnitor, after it determines that
indemnification is required of it, will assume the defense thereof with
counsel mutually satisfactory to the Parties; provided, however, that an
Indemnitee

20
<PAGE> 21

will have the right to retain its own counsel, with the fees and expenses to
be paid by the Indemnitor if Indemnitor does not assume the defense; or, if
representation of such Indemnitee by the counsel retained by the Indemnitor
would be inappropriate due to actual or potential differing interests
between such Indemnitee and any other Party represented by such counsel in
such proceedings. The failure to deliver notice to the Indemnitor within a
reasonable time after the commencement of any such action, if prejudicial to
its ability to defend such action, will relieve such Indemnitor of any
liability to the Indemnitee under this Section 9, but the omission so to
deliver notice to the Indemnitor will not relieve it of any liability that
it may have to any Indemnitee otherwise than under this Section 9.

9.4 Consent Required. The indemnity agreement in this Section 9 will not
apply to amounts paid in settlement of any loss, claim, damage, liability or
action if such settlement is effected without the consent of the Indemnitor,
which consent will not be withheld unreasonably.

9.5 Cooperation. The Indemnitee under this Section 9, its employees and
agents, will cooperate fully with the Indemnitor and its legal
representatives in the investigations of any action, claim or liability
covered by this indemnification. In the event that each Party claims
indemnity from the other and one Party is finally held liable to indemnify
the other, the Indemnitor will additionally be liable to pay the reasonable
legal costs and attorneys' fees incurred by the Indemnitee in establishing
its claim for indemnity.

10. TERM AND TERMINATION

10.1 Term. This Agreement will commence on the Effective Date and will
remain in full force until [ * ].

10.2 Termination. This Agreement may be terminated by mutual written
agreement of ACLARA and PACKARD, effective as of the time specified in such
written agreement, or as otherwise provided hereunder.

10.3 Survival of Obligations. Upon any termination of this Agreement,
neither Party will be relieved of any obligations incurred prior to such
termination. Notwithstanding any termination of this Agreement, the
obligations of the Parties under Sections 3.5, 3.6, 4, 5, 7, 9, 10.3 as well
as under any licenses which are maintained in effect and any other
provisions which by their nature are intended to survive any such
termination, will survive and continue to be enforceable.

11. MISCELLANEOUS

11.1 Force Majeure. If the performance of any part of this Agreement by
either Party, or of any obligation under this Agreement, is prevented,
restricted, interfered with or delayed by reason of any cause beyond the
reasonable control of the Party

21
<PAGE> 22

liable to perform, unless conclusive evidence to the contrary is provided,
the Party so affected will, upon giving written notice to the other Party,
be excused from such performance to the extent of such prevention,
restriction, interference or delay, provided that the affected Party will
use its reasonable best efforts to avoid or remove such causes of
non-performance and will continue performance with the utmost dispatch
whenever such causes are removed. When such circumstances arise, the Parties
will discuss what, if any, modification of the terms of this Agreement may
be required in order to arrive at an equitable solution.

11.2 Governing Law. This Agreement will be deemed to have been made in the
State of New York and its form, execution, validity, construction and effect
will be determined in accordance with the laws of the State of New York.

11.3 Separability.

11.3.1 In the event any portion of this Agreement will be held illegal,
void or ineffective, the remaining portions hereof will be interpreted
to maintain the intent of the Parties.

11.3.2 If any of the terms or provisions of this Agreement are in
conflict with any applicable statute or rule of law, then such terms or
provisions will be deemed inoperative to the extent that they may
conflict therewith and will be deemed to be modified to conform with
such statute or rule of law.

11.4 Entire Agreement. This Agreement (including Exhibits attached hereto,
and Workplans adopted pursuant hereto), and the Supply Agreement constitute
the sole agreements between the Parties relating to the subject matter
hereof and supersede all previous writings and understandings. It is
understood that the Parties will enter into a Supply Agreement, on
conventional commercial terms to be agreed upon, incorporating relevant
portions of this Agreement. Confidential disclosures made pursuant to
previously executed Confidentiality Agreements between ACLARA and PACKARD
will remain subject to the terms of those Confidentiality Agreements. No
terms or provisions of this Agreement will be varied or modified by any
prior or subsequent statement, conduct or act of either of the Parties,
except that the Parties may amend this Agreement by written instruments
specifically referring to and executed in the same manner as this Agreement.

11.5 Assignment. This Agreement and the licenses herein granted will be
binding upon and inure to the benefit of the successors in interest of the
respective Parties. Neither this Agreement nor any interest hereunder will
be assignable by either Party without the written consent of the other
provided, however, that PACKARD or ACLARA may assign this Agreement or any
of its rights or obligations hereunder to any Affiliate or to any third
party with which it may merge or consolidate, or to which it may transfer
all or substantially all of its assets to which this Agreement relates,
without obtaining the consent of the other Party, subject to the other Party
assuming all liabilities and obligations under the Agreement.

22
<PAGE> 23

11.6 Dispute Resolution. If the Parties are unable to resolve by negotiation
within forty-five days of the disputing party's written request for dispute
resolution (or such other time period expressly set forth in this
Agreement), or if the parties failed to meet within twenty (20) days after
such notice, the parties shall endeavor to settle the dispute by mediation
administered by the American Arbitration Association ("AAA") pursuant to the
Commercial Mediation Rules of the AAA the time of submission prior to
resorting to any other remedy. Mediation shall be held in either Hartford,
Connecticut or Mountain View, California, at the election of the party
receiving the request for mediation. Notwithstanding the foregoing, to the
extent that any controversy or claim hereunder gives rise to a prayer for
injunctive relief, equitable action or specific performance, the aggrieved
party shall have the right to commence such an action in any court of
competent jurisdiction.

11.7 Counterparts; Facsimile Signatures. This Agreement may be executed in
any number of counterparts, and each such counterpart will be deemed an
original instrument, but all such counterparts together will constitute but
one agreement. The Parties agree that signatures delivered via facsimile,
followed by originals, shall be binding as if they were original signatures.

11.8 Notices. Any notice required or permitted under this Agreement will be
sent by air mail, postage pre-paid, to the following addresses of the
Parties:

If to ACLARA:
ACLARA BioSciences, Inc.
3906 Trust Way
Hayward, CA 94545-
Attn: President

If to PACKARD:

PACKARD Bioscience Company
800 Research Parkway
Meriden, CT 06450
Attn: Tod O. White

11.9 Effect of Bankruptcy. All rights and licenses granted under or pursuant
to this Agreement by one party to the other Party are, and will irrevocably
be deemed to be, "intellectual property" as defined in Section 101(35A) of
the Bankruptcy Code. In the event of the commencement of a case by or
against either Party under any Chapter of the Bankruptcy Code, this
Agreement will be deemed an executory contract and all rights and
obligations hereunder will be determined in accordance with Section 365(n)
thereof.

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<PAGE> 24

IN WITNESS WHEREOF, the Parties , through their authorized officers,
have executed this Agreement as of the date first written above.

ACLARA BIOSCIENCES, INC. PACKARD INSTRUMENT COMPANY

By: /s/ JOSEPH M. LIMBER By: /s/ STAF VAN CAUTER
-------------------------- --------------------------------

Name: Joseph M. Limber Name: Staf van Cauter
------------------------------- ------------------------------

Title: President, CEO Title: Vice President Business
------------------------------ Development
-----------------------------

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<PAGE> 25

AMENDMENT TO THE ACLARA-PACKARD COLLABORATION AGREEMENT

The following is an amendment to the ACLARA-PACKARD COLLABORATION AGREEMENT
dated February 21, 2000.

All references to [ * ] are to be deleted from the ACLARA-PACKARD
COLLABORATION AGREEMENT. The following is to be added to the ACLARA-PACKARD
COLLABORATION AGREEMENT as new Section 2.6

The JSC will determine the choice of [ * ] to be used in the System,
where [ * ] If the JSC determines that the [ * ] is to be the [ * ] of choice,
then ACLARA agrees to develop [ * ] for the System. Alternatively, ACLARA may
develop [ * ] subsequently. In either event during the exclusive period
provided for in section 2.5, ACLARA shall offer to license to PACKARD, on a
non-exclusive basis, the right to manufacture, use, sell and have sold such
[ * ] for use in combination with a System, subject to commercially reasonable
terms and conditions to be negotiated by the Parties in good faith.

ACLARA PACKARD

BY: /s/ JOSEPH M. LIMER BY: /s/ STAF VAN CAUTER
------------------------------- -------------------------------

TITLE: President, CEO TITLE: Vice President Business
Development
---------------------------- ----------------------------

DATE: Feb. 21, 2000 DATE: Feb. 21, 2000
----------------------------- -----------------------------

[ * ] 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 406 OF THE SECURITIES ACT OF 1933,
AS AMENDED.

<PAGE> 1
Exhibit 10.19

CONFIDENTIAL

CONSULTING AGREEMENT

This Agreement is made as of January 19, 2000 (the "Effective Date"),
between ACLARA BioSciences, Inc. a Delaware corporation (the "Company") and
Andre F. Marion (the "Consultant").

The Company wishes to retain the Consultant in a consulting capacity and
the Consultant desires to perform such consulting services. Accordingly, the
parties agree as follows:

1. Services. The field of interest for consulting hereunder is the
development of business and technical strategies for broadly applying
microfluidics technology to applications in chemical and biological analysis
(the "Field of Interest") Consultant shall provide services relating to the
Field of Interest at the written request of the Company from time to time as
requested by the Company.

2. Consideration. In consideration for the services provided by
Consultant under the terms of this Agreement, Consultant shall be compensated as
set forth below.

2.1 Consultant shall be paid for services actually performed at the
written request of the Company from time to time, at a rate of $200.00 per hour,
or $1,750.00 per day.

2.2 Reasonable expenses of the Consultant incurred at the request of
the Company (including travel expenses incurred in connection with
Company-related business) will be reimbursed promptly by the Company, subject to
customary verification, in accordance with the Company's standard expense
reimbursement and travel policy.

3. Term. The term of this Agreement will begin on the Effective Date of
this Agreement and will end on January 19, 2001 or upon earlier termination as
provided below (the "Term"). This Agreement may be terminated at any time by
either party upon thirty (30) days prior written notice.

4. Certain Other Contracts.

4.1 The Consultant will not disclose to the Company any information
that the Consultant is obligated to keep secret pursuant to an existing
confidentiality agreement with a third party, and nothing in this Agreement will
impose any obligation on the Consultant to the contrary.

4.2 The consulting work performed hereunder will not be conducted on
time that is required to be devoted to any other third party. The Consultant
shall not use the funding, resources and facilities of any other third party to
perform consulting work hereunder and shall not perform the consulting work
hereunder in any manner that would give any third party rights to the product of
such work.

<PAGE> 2

4.3 The Consulting has disclosed and, during the Term, will disclose
to the Chief Executive Officer of the Company any conflicts between this
Agreement and any other agreements binding the Consultant.

5. Exclusive Services During the Term. The Consultant agrees that during
the Term of this Agreement he will not, exclusive of any research obligations to
any third party, directly or indirectly (i) provide any services to any other
business or commercial entity in the Field of Interest, (ii) participate in the
formation of any business of commercial entity in the Field of Interest or (iii)
solicit or hire away any employee or consultant of the Company.

6. Direction of Projects and Inventions to the Company. Subject to the
Consultant's obligations and confidentiality obligations to third parties,
during the Term of this Agreement, the Consultant will use his best efforts to
disclose to the Chief Executive Officer of the Company, on a confidential basis,
technology and product opportunities which some to the attention of the
Consultant in the Field of Interest, and any invention, improvement, discovery,
process, formula or method or other intellectual property relating to or useful
in, the Field of Interest (collectively "New Discoveries"), whether or not
patentable or copyrightable, to the extent the New Discoveries do not arise from
any research undertaken by the Consultant as an employee of any third party.

7. Inventions Discovered by the Consultant While Performing Services
Hereunder. The Consultant will promptly and fully disclose to the Chief
Executive Officer of the Company any invention, improvement, discovery, process,
formula, technique, method, trade secret, or other intellectual property,
whether or not patentable, whether or not copyrightable (collectively,
"Invention") made, conceived, developed, or first reduced to practice by the
Consultant, either alone or jointly with others, while performing services
hereunder. The Consultant hereby assigns to the Company all of his right, title
and interest in and to any such Inventions. The Consultant will execute any
documents necessary to perfect the assignment of such Inventions to the Company
and to enable the Company to apply for, obtain, and enforce patents or
copyrights in any and all countries on such Inventions. The Consultant hereby
irrevocably designates the Secretary of the Company as his agent and
attorney-in-fact to execute and file any such document and to do all lawful acts
necessary to apply for and obtain patents and copyrights, and to enforce the
Company's rights under this paragraph. This Section 7 will survive the
termination of this Agreement.

8. Confidentiality.

8.1 The Consultant acknowledges that, during the course of performing
his services hereunder, the Company will be disclosing information to the
Consultant, and the Consultant will be developing information related to the
Field of Interest, Inventions, projects, products, potential customers,
personnel, business plans, and finances, as well as other commercially valuable
information (collectively "Confidential Information"). The Consultant
acknowledges that the Company's business is extremely competitive, dependent in
part upon the maintenance of secrecy, and that any disclosure of the
Confidential Information would result in serious harm to the Company.

<PAGE> 3

8.2 The Consultant agrees that the Confidential Information will be
used by the Consultant only in connection with consulting activities hereunder,
and will not be used in any way that is detrimental to the Company.

8.3 The Consultant agrees not to disclose, directly or indirectly,
the Confidential Information to any third person or entity, other than
representatives or agents of the Company. The Consultant will treat all such
information as confidential and proprietary property of the Company.

8.4 The term "Confidential Information" does not include information
that (i) is or becomes generally available to the public other than by
disclosure in violation of this Agreement, (ii) was within the relevant party's
possession prior to being furnished to such party, (iii) becomes available to
the relevant party on a nonconfidential basis, or (iv) was independently
developed by the relevant party without reference to the information provided by
the Company.

8.5 The Consultant may disclose any Confidential Information that is
required to be disclosed by law, governmental regulation or court order. If
disclosure is required, the Consultant will give the Company advance notice so
that the Company may seek a protective order or take other action reasonable in
light of the circumstances.

8.6 Upon termination of this Agreement, the Consultant will promptly
return to the Company all materials containing Confidential Information as well
as data, records, reports and other property, furnished by the Company to the
Consultant or produced by the Consultant in connection with services rendered
hereunder, together with all copies of any of the foregoing. Notwithstanding
such return, the Consultant shall continue to be bound by the terms of the
confidentiality provisions contained in this Section 8 for a period of three
years after the termination of this Agreement.

9. Freedom to Publish.

9.1 The Company acknowledges the Consultant's obligation to
disseminate new knowledge and research findings. Notwithstanding the
confidentiality provisions, or any other provision, of this Agreement, the
Consultant may publish and make oral presentations of the results of the
Consultant's work performed pursuant to this Agreement under the terms set forth
in this Section 9.

9.2 The Consultant acknowledges that publication or oral disclosure
of any Invention or other work prior to filing for patent or copyright
protection could result in the complete loss of any commercial value of the
Consultant's research to the Company and/or the Consultant, as the case may be.
The Consultant will provide the Company with sufficient disclosure regarding
Inventions owned by the Company under Section 7 at least 90 days prior to
submission for publication to allow the Company to evaluate such disclosure;
Consultant will work with any third party (and the Company if appropriate) to
file patent or copyright applications prior to publication or oral disclosure,
or to modify such publication or oral disclosure if such disclosure regarding
Inventions owned by the Company under Section 7 would materially affect the
business of the Company.

<PAGE> 4

10. Use of Name. It is understood that the name of the Consultant and
Consultant's affiliation with any third party will appear in disclosure
documents required by securities laws, and in other regulatory and
administrative filings in the ordinary course of the Company's business. The
above-described uses will be deemed to be noncommercial uses. The name of the
Consultant or any third party will not be used for any commercial purpose
without the Consultant's consent.

11. No Conflict: Valid and Binding. The Consultant represents that neither
the execution of this Agreement nor the performance of the Consultant's
obligations under this Agreement (as modified to the extent required by Section
4) will result in a violation or breach of any other agreement by which the
Consultant is bound. The Company represents that this Agreement has been duly
authorized and executed and is a valid and legally binding obligation of the
Company, subject to no conflicting agreements.

12. Notices. Any notice provided under this Agreement shall be in writing
and shall be deemed to have been effectively given (i) upon receipt when
delivered personally, (ii) one day after sending when sent by private express
mail service (such as Federal Express), or (iii) 5 days after sending when sent
by regular mail to the following address:

In the case of the Company:

ACLARA BioSciences, Inc.
1288 Pear Avenue
Mountain View, CA94043
Attn: Chief Executive Officer

In the case of the Consultant:

Andre F. Marion
556 Kingsley Avenue
Palo Alto, California 94301
(650) 328-4124

or to other such address as may have been designated by the Company or the
Consultant by notice to the other given as provided herein.

13. Independent Contractor: Withholding. The Consultant will at all times
be an independent contractor, and as such will not have authority to bind the
Company. Consultant will not act as an agent nor shall he be deemed to be an
employee of the Company for the purposes of any employee benefit program,
unemployment benefits, or otherwise. The Consultant recognizes that no amount
will be withheld from his compensation for payment of any federal, state, or
local taxes and that the Consultant has sole responsibility to pay such taxes,
if any, and file such returns as shall be required by applicable laws and
regulations. Consultant shall not enter into any agreements or incur any
obligations on behalf of the Company.

14. Assignment. Due to the personal nature of the services to be rendered
by the Consultant, the Consultant may not assign this Agreement. The Company may
assign all rights and liabilities under this Agreement to a subsidiary or an
affiliate or to a successor to all or a

<PAGE> 5

substantial part of its business and assets without the consent of the
Consultant. Subject to the foregoing, this Agreement will inure to the benefit
of and be binding upon each of the heirs, assigns and successors of the
respective parties.

15. Severability. If any provision of this Agreement shall be declared
invalid, illegal or unenforceable, such provision shall be severed and the
remaining provisions shall continue in full force and effect.

16. Remedies. The Consultant acknowledges that the Company would have no
adequate remedy at law to enforce Sections 5, 7 and 8 hereof. In the event of a
violation by the Consultant of such Sections, the Company shall have the right
to obtain injunctive or other similar relief, as well as any other relevant
damages, without the requirement of posting bond or other similar measures.

17. Governing Law; Entire Agreement; Amendment. This Agreement shall be
governed by the laws of the State of California applicable to agreements made
and to be performed within such State, represents the entire understanding of
the parties, supersedes all prior agreements between the parties, and may only
be amended in writing.

IN WITNESS WHEREOF, this Agreement may be executed in counterparts, each of
which shall constitute an original and all of which together shall constitute
one instrument, effective as of the date first above written.

THE COMPANY CONSULTANT:

------------------------------ -----------------------------
By: Joseph Limber By: Andre F. Marion
Its: Chief Executive Officer

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated February 22, 2000 relating to the financial statements of
ACLARA BioSciences, Inc., which appears in such Registration Statement. We also
consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------

San Jose, California

March 1, 2000