CALIPER TECHNOLOGIES CORP
EXHIBIT 10.51
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>5
<FILENAME>f88175exv10w51.txt
<DESCRIPTION>EXHIBIT 10.51
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.51

November 1, 2002


Sue Evans

Dear Sue:

This letter sets forth the substance of the separation agreement (the
"Agreement") that Caliper Technologies Corp. (the "Company") is offering to you
to aid in your employment transition.

      1. SEPARATION. Your last day of work with the Company and your employment
termination date will be November 1, 2002 (the "Separation Date").

      2. TRANSITION PERIOD. From September 19, 2002 until the Separation Date
(the "Transition Period"), you will continue to perform services for the Company
in any area of your expertise as requested by Mike Knapp, to ensure a smooth
transition of your job duties. You shall perform your job duties from home or at
the Company's office upon the reasonable request of Mike Knapp. Although you
will be providing services to the Company on a reduced schedule, you will be
paid your full base salary during the Transition Period. You will have no
authority, in the absence of the express written consent of the Chief Executive
Officer of the Company ("CEO"), to bind the Company (or to represent that you
have authority to bind the Company) to any contractual obligations, whether
written, oral or implied. During the Transition Period, you will be paid your
base salary, and you will be eligible for Company benefits, including the
accrual of paid time off and flex leave, in accordance with Company policies and
benefit plans.

      3. ACCRUED SALARY AND PAID TIME OFF. On the Separation Date, the Company
will pay you all accrued salary and all accrued and unused flex leave and
vacation earned through the Separation Date, subject to standard payroll
deductions and withholdings.

      4. SEVERANCE PAYMENTS. Upon completion of the Transition Period, the
Company will make severance payments to you in the form of continuation of your
current base salary of $245,004 per annum until September 18, 2003 (the
"Severance Payments"). As a condition of receiving the Severance Payments, on
the Separation Date you must execute and allow to become effective the general
release of claims attached hereto as Exhibit A (the "Separation Date Release").
The Severance Payments will be made via wire transfer on the last Friday of each
calendar month commencing on November 29, 2002, provided that the final
Severance Payment will be made on September 18, 2003. The Severance Payments
will not be subject to standard payroll deductions and withholdings. You
understand and agree that these Severance Payments and the other consideration
provided herein are in lieu of any severance benefits or change of
<PAGE>
control payments or accelerated vesting specified in your November 13, 2001
offer letter as amended by the November 28, 2001 offer letter addendum (the
"Offer Letter"). The Company will pay you the full amount of the Severance
Payments regardless of whether or when you obtain any future employment.

      5. STOCK OPTIONS. Pursuant to the terms of your stock option grant
agreement and the Company's applicable stock option plan, vesting of your stock
options will cease on the last date of your employment. As part of this
Agreement, your stock options will continue vesting subject to your continued
employment through the Separation Date. Your right to exercise any vested shares
and all other rights and obligations with respect to your stock options, will be
as set forth in your stock option grant agreement and the Company's stock option
plan.

      6. HEALTH INSURANCE. Your group health insurance coverage will terminate
November 30, 2002. To the extent provided by the federal COBRA law and by the
Company's current group health insurance policies, you will be eligible to
continue your group health insurance benefits at your own expense. Later, you
may be able to convert to an individual policy through the provider of the
Company's health insurance, if you wish. After the termination of your group
health insurance coverage, if you timely elect continued coverage under COBRA
and execute and allow to become effective the Separation Date Release, the
Company will pay the COBRA premiums necessary to continue your current health
care coverage through September 30, 2003.

      7. ACCESS TO VOICEMAIL. From the Separation Date until February 28, 2003,
the Company will allow you to maintain your Company voicemail account. You agree
and acknowledge that your continued use of Company voicemail is subject to the
Company's policies regarding voicemail. You also agree that after the Separation
Date you will not identify yourself as employed by or affiliated with the
Company in your use of the Company's voicemail.

      8. EMAIL FORWARDING. From the Separation Date until September 30, 2003,
the Company agrees to implement an email forwarding process to forward emails
received at your Company email account to your new email account. You will not
have access to Company email after the Separation Date. You agree and
acknowledge that your receipt and transmission of email with your Company email
address is subject to the Company's policies regarding use of email. You agree
and acknowledge that email sent to your Company email address is the property of
the Company and the Company may monitor the email to ensure that business issues
are being addressed. You also agree to forward to the Company any emails
relating to Company business matters.

      9. USE OF TECHNICAL PRESENTATION MATERIALS. After the Separation Date, you
may continue to use those certain technical presentation materials that
contained publicly disclosed Company information which you used in previous
professional and industry presentations. Because your presentation of those
materials may be mutually beneficial, we will work together to update those
materials with additional publicly disclosed information, as and when you and
the Company mutually deem it appropriate.
<PAGE>
      10. OTHER COMPENSATION OR BENEFITS. You acknowledge that, except as
expressly provided in this Agreement, you will not receive any additional
compensation, bonus, severance or benefits after the Separation Date.

      11. EXPENSE REIMBURSEMENTS; INDEMNIFICATION. You agree that, within ten
(10) days of the Separation Date, you will submit your final documented expense
reimbursement statement reflecting all business expenses you incurred through
the Separation Date, if any, for which you seek reimbursement. The Company will
reimburse you for these expenses pursuant to its regular business practice. Any
expenses submitted beyond ten (10) days after the Separation Date will not be
reimbursed. You shall be and remain covered under the Company's directors' and
officers' liability and other applicable insurance policies for any acts or
omissions in the course and scope of your duties performed on behalf of the
Company while employed by it. The Company agrees that it shall, to the maximum
extent provided in the Company's by-laws and certificate of incorporation,
indemnify, defend, and hold you harmless from and against any and all actions,
claims, liabilities, fees and expenses relating to any acts or omissions in the
course and scope of your duties performed on behalf of the Company while
employed by it. To the extent that the Company settles any claims relating to
any acts or omissions in the course and scope of your duties performed on behalf
of the Company while employed by it, the Company shall cause you to be fully
released and receive a covenant not to sue from the claimant(s) involved.

      12. RETURN OF COMPANY PROPERTY. You agree that, by the Separation Date,
you will return to the Company all Company documents (and all copies thereof)
and other Company property in your possession or control, including, but not
limited to: Company files, notes, memoranda, correspondence, agreements, draft
documents, notebooks, logs, drawings, records, plans, proposals, reports,
forecasts, financial information, sales and marketing information, research and
development information, personnel information, specifications,
computer-recorded information, tangible property and equipment, credit cards,
entry cards, identification badges and keys; and any materials of any kind that
contain or embody any proprietary or confidential information of the Company
(and all reproductions thereof in whole or in part). You agree to make a
diligent search to ensure that you have returned all such property, wherever it
is located. The Company will allow you to retain the laptop computer belonging
to the Company and currently in your possession until the Separation Date for
the purpose of performing your duties during the Transition Period. YOUR TIMELY
RETURN OF ALL SUCH COMPANY DOCUMENTS AND OTHER PROPERTY IS A CONDITION PRECEDENT
TO YOUR RECEIPT OF THE BENEFITS PROVIDED UNDER THIS AGREEMENT.

      13. PROPRIETARY INFORMATION OBLIGATIONS. You acknowledge your continuing
obligations under your Proprietary Information and Inventions Agreement a copy
of which is attached hereto as Exhibit B.

      14. CONFIDENTIALITY. The provisions of this Agreement will be held in
strictest confidence by you and the Company and will not be publicized or
disclosed in any manner whatsoever; provided, however, that: (a) the parties may
disclose this Agreement in confidence to their respective attorneys,
accountants, auditors, tax preparers, and financial advisors; (b) the Company
may disclose this Agreement as necessary to fulfill standard or legally required
corporate reporting or disclosure requirements; and (c) the parties may disclose
this Agreement
<PAGE>
insofar as such disclosure may be necessary to enforce its terms or as otherwise
required by law. By way of example, and without limitation, you agree not to
disclose the terms of this Agreement to any current or former Company employee.

      15. NONDISPARAGEMENT; REFERENCE/PUBLIC STATEMENT. Both you and the
Company, through its officers and directors, agree not to disparage the other
party, and the other party's officers, directors, employees, shareholders and
agents, in any manner likely to be harmful to them or their business, business
reputation or personal reputation; provided that both you and the Company may
respond accurately and fully to any question, inquiry or request for information
when required by legal process.

      16. NO ADMISSIONS. You understand and agree that the promises and payments
in consideration of this Agreement shall not be construed to be an admission of
any liability or obligation by the Company to you or to any other person, and
that the Company makes no such admission.

      17. RELEASE. In exchange for the consideration under this Agreement to
which you would not otherwise be entitled, except for (a) the Company's breach
of this Agreement, (b) your rights to indemnification under applicable law, the
Company's by-laws and any directors and officers insurance policies maintained
by the Company, and (c) your vested rights under the Company's applicable stock
option plans, 401(k) and/or other retirement plans, you hereby generally and
completely release the Company and its directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, affiliates, and assigns from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring prior to your
signing this Agreement. This general release includes, but is not limited to:
(1) all claims arising out of or in any way related to your employment with the
Company or the termination of that employment; (2) all claims related to your
compensation or benefits from the Company, including salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the Company;
(3) all claims for breach of contract, wrongful termination, and breach of the
implied covenant of good faith and fair dealing, including but not limited to
claims arising under or related to the Offer Letter; (4) all tort claims,
including claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (5) all federal, state, and local statutory
claims, including claims for discrimination, harassment, retaliation, attorneys'
fees, or other claims arising under the federal Civil Rights Act of 1964 (as
amended), the federal Americans with Disabilities Act of 1990, the federal Age
Discrimination in Employment Act of 1967 (as amended) ("ADEA"), and the
California Fair Employment and Housing Act (as amended).

      In exchange for the consideration under this Agreement to which the
Company would not otherwise be entitled, except for your breach of this
Agreement, and except for any Unknown Misconduct (as defined below), if any, the
Company hereby generally and completely releases you and your agents, attorneys,
heirs, successors, insurers, affiliates, and assigns from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring prior to your
signing this Agreement. This general release includes, but is not limited to:
(1) all claims arising out of or in any way related to your employment with the
Company or the termination of that employment; (2) all
<PAGE>
claims for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing, including but not limited to claims
arising under or related to the Offer Letter; (3) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (4) all federal, state, and local statutory claims. As used
herein, the term "Unknown Misconduct" shall mean willful misconduct by you in
the course of or during the term of your employment with the Company, or other
action by you outside the scope of your authority on behalf of the Company,
which misconduct or action results in material liability of the Company to a
third party, including but not limited to any governmental agency, and of which
no other officer or director of the Company had or has knowledge as of the date
of this Agreement.

      18. RELEASE OF ADEA CLAIMS. You acknowledge that you are knowingly and
voluntarily waiving and releasing any rights you may have under the ADEA and
acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which you were
already entitled. You further acknowledge that you have been advised by this
writing, as required by the ADEA, that: (a) your waiver and release do not apply
to any rights or claims that may arise after the execution date of this
Agreement; (b) you should consult with an attorney prior to executing this
Agreement (although you may choose not to do so); (c) you have twenty-one (21)
days to consider this Agreement (although you may voluntarily execute this
Agreement earlier); (d) you have seven (7) days following the execution of this
Agreement by the parties to revoke the Agreement; and (e) this Agreement shall
not be effective until the date upon which the revocation period has expired,
which shall be the eighth day after this Agreement is executed by you (the
"Effective Date").

      19. SECTION 1542 WAIVER. In granting the release herein, which includes
claims which may be unknown to you at present, both parties acknowledge that
they have read and understand Section 1542 of the California Civil Code:

      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
      KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
      RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
      SETTLEMENT WITH THE DEBTOR.

Both Parties hereby expressly waive and relinquish all rights and benefits under
that section and any law or legal principle of similar effect in any
jurisdiction with respect to the releases granted herein, including but not
limited to the release of unknown and unsuspected claims granted in this
Agreement.

      20. SEPARATION DATE RELEASE. In exchange for consideration under this
Agreement to which you would otherwise not be entitled, on the Separation Date,
you agree to execute and allow to become effective the Separation Date Release
attached as Exhibit B as a condition of receipt of Severance Payments and COBRA
reimbursement as provided in this Agreement. Upon its acceptance of the
Separation Date Release, the Company shall be deemed to have re-executed its
release of you contained herein, effective through and including the Separation
Date.

      21. MISCELLANEOUS. The Company shall reimburse you for your reasonable
attorney's fees incurred in connection with this Agreement, up to a maximum of
$2,000. This Agreement, including Exhibits A and B, constitutes the complete,
final and exclusive embodiment of the
<PAGE>
entire agreement between you and the Company with regard to this subject matter.
It is entered into without reliance on any promise or representation, written or
oral, other than those expressly contained herein, and it supersedes any other
such promises, warranties or representations, including but not limited to the
Offer Letter. This Agreement may not be modified or amended except in a writing
signed by both you and a duly authorized officer of the Company. This Agreement
will bind the heirs, personal representatives, successors and assigns of both
you and the Company, and inure to the benefit of both you and the Company, their
heirs, successors and assigns. If any provision of this Agreement is determined
to be invalid or unenforceable, in whole or in part, this determination will not
affect any other provision of this Agreement and the provision in question will
be modified by the court so as to be rendered enforceable. This Agreement will
be deemed to have been entered into and will be construed and enforced in
accordance with the laws of the State of California as applied to contracts made
and to be performed entirely within California.

If this Agreement is acceptable to you, please sign below and return the
original to me. On the Separation Date, please sign the Separation Date Release
and return the original to me.

I wish you good luck in your future endeavors.

Sincerely,

CALIPER TECHNOLOGIES CORP.

By: /s/ James L. Knighton
   -----------------------------------------------------------
         James L. Knighton
         President

Exhibit A - Separation Date Release

Exhibit B - Proprietary Information and Inventions Agreement

Agreed and Accepted:


/s/ Sue Evans
--------------------------------------------------------------
Sue Evans
<PAGE>
                                    EXHIBIT A

                             SEPARATION DATE RELEASE

I understand that, pursuant to the separation letter agreement between me and
the Company, which I signed on November 19, 2002 (the "Agreement"), I am
required to sign this Separation Date Release ("Release") as a condition for
receiving the Severance Payments, COBRA reimbursement, and other consideration
under the Agreement to which I am not otherwise entitled. I further understand
that, regardless of whether I sign this Release, the Company will pay me all
accrued salary, vacation and flex leave earned through my termination date, to
which I am entitled by law.

Except for (a) the Company's breach of the Agreement, (b) my rights to
indemnification under applicable law, the Company's by-laws and any directors
and officers insurance policies maintained by the Company, and (c) my vested
rights under the Company's 401(k) or other retirement plans, I hereby generally
and completely release the Company and its directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, affiliates, and assigns from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring prior to my
signing this Agreement. This general release includes, but is not limited to:
(1) all claims arising out of or in any way related to my employment with the
Company or the termination of that employment; (2) all claims related to my
compensation or benefits from the Company, including salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the Company;
(3) all claims for breach of contract, wrongful termination, and breach of the
implied covenant of good faith and fair dealing; (4) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (5) all federal, state, and local statutory claims, including
claims for discrimination, harassment, retaliation, attorneys' fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the
federal Americans with Disabilities Act of 1990, the Age Discrimination in
Employment Act of 1967 ("ADEA"), and the California Fair Employment and Housing
Act (as amended).

I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under the ADEA, as amended. I also acknowledge that the
consideration given for the waiver and release in the preceding paragraph hereof
is in addition to anything of value to which I was already entitled. I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that: (a) my waiver and release do not apply to any rights or claims that may
arise after the execution date of this Release; (b) I have been advised hereby
that I have the right to consult with an attorney prior to executing this
Release; (c) I have has at least twenty-one (21) days to consider this Release
(although I may choose to voluntarily execute this Release earlier); (d) I have
seven (7) days following the execution of this Release by the parties to revoke
the Release; and (e) this Release will not be effective until the date upon
which the revocation period

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<PAGE>
has expired, which will be the eighth day after this Release is executed by me,
provided that the Company has also executed this Release by that date
("Separation Date Release Effective Date").

I UNDERSTAND THAT THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS. In giving this release, which includes claims that may be unknown to me
at present, I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any unknown or unsuspected claims I
may have against the Company.

HAVING READ AND UNDERSTOOD THE FOREGOING, I HEREBY AGREE TO THE TERMS AND
CONDITIONS STATED ABOVE.

/s/ Sue Evans                 November 19, 2002
-----------------------       --------------------------------------------
Sue Evans                     Date




                                       2
<PAGE>
                                    EXHIBIT B

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT



                                       3
<PAGE>
                           CALIPER TECHNOLOGIES CORP.

                        EMPLOYEE PROPRIETARY INFORMATION
                            AND INVENTIONS AGREEMENT

      In consideration of my employment or continued employment by CALIPER
TECHNOLOGIES CORP. (the "COMPANY"), and the compensation now and hereafter paid
to me, I hereby agree as follows:



NONDISCLOSURE

      1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during my
employment and thereafter, I will hold in strictest confidence and will not
disclose, use, lecture upon or publish any of the Company's Proprietary
Information (defined below), except as such disclosure, use or publication may
be required in connection with my work for the Company, or unless an officer of
the Company expressly authorizes such in writing. I will obtain Company's
written approval before publishing or submitting for publication any material
(written, verbal, or otherwise) that relates to my work at Company and/or
incorporates any Proprietary Information. I hereby assign to the Company any
rights I may have or acquire in such Proprietary Information and recognize that
all Proprietary Information shall be the sole property of the Company and its
assigns.

      1.2 PROPRIETARY INFORMATION. The term "PROPRIETARY INFORMATION" shall mean
any and all confidential and/or proprietary knowledge, data or information of
the Company. By way of illustration but not limitation, "PROPRIETARY
INFORMATION" includes (a) trade secrets, inventions, ideas, processes, formulas,
products, formulations, developmental or experimental work, publications,
clinical data, test data, methods, samples, media and/or call lines, other works
of authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "INVENTIONS"); and (b)
information regarding plans for research, development, new products, marketing
and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of other employees of the Company.
Notwithstanding the foregoing, it is understood that, at all such times, I am
free to use information which is generally known in the trade or industry, which
is not gained as result of a breach of this Agreement, and my own, skill,
knowledge, know-how and experience to whatever extent and in whichever way I
wish.

      1.3 THIRD PARTY INFORMATION. I understand, in addition, that the Company
has received and in the future will receive from third parties confidential or
proprietary information ("THIRD PARTY INFORMATION") subject to a duty on the
Company's part to maintain the confidentiality of such information and to use it
only for certain limited purposes. During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than Company personnel who need to know such
information in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing.

      1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS. During
my employment by the Company I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer or any
other person to whom I have an obligation of confidentiality, and I will not
bring onto the premises of the Company any unpublished documents or any property
belonging to any former employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that former
employer or person. I will use in the performance of my duties only information
which is generally known and used by persons with training and experience
comparable to my own, which is common knowledge in the industry or otherwise
legally in the public domain, or which is otherwise provided or developed by the
Company.

2.    ASSIGNMENT OF INVENTIONS.

      2.1 PROPRIETARY RIGHTS. The term "PROPRIETARY RIGHTS" shall mean all trade
secret, patent, copyright, mask work and other intellectual property rights
throughout the world.

      2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented, which I
made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement. To preclude any possible uncertainty, I have
set forth on Exhibit B (Previous Inventions) attached hereto a complete list of
all Inventions that I have, alone or jointly with others, conceived, developed
or reduced to practice or caused to be conceived, developed or reduced to
practice prior to the commencement of my employment with the Company, that I
consider to be my property or the property of third parties and that I wish to
have excluded from the scope of this Agreement (collectively referred to as
"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to
violate any prior confidentiality agreement, I understand that I am not to list
such Prior Inventions in Exhibit B but am only to disclose a cursory name for
each such invention, a listing of the party(ies) to whom it belongs and the fact
that



                                       1
<PAGE>
full disclosure as to such inventions has not been made for that reason. A space
is provided on Exhibit B for such purpose. If no such disclosure is attached, I
represent that there are no Prior Inventions. If, in the course of my employment
with the Company, I incorporate a Prior Invention into a Company product,
process or machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I
will not incorporate, or permit to be incorporated, Prior Inventions in any
Company Inventions without the Company's prior written consent.

      2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and to
any and all Inventions (and all Proprietary Rights with respect thereto) whether
or not patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the Company. Inventions assigned
to the Company, or to a third party as directed by the Company pursuant to this
Section 2, are hereinafter referred to as "COMPANY INVENTIONS."

      2.4 NONASSIGNABLE INVENTIONS. This Agreement does not apply to an
Invention which qualifies fully as a nonassignable Invention under Section 2870
of the California Labor Code (hereinafter "SECTION 2870"). I have reviewed the
notification on Exhibit A (Limited Exclusion Notification) and agree that my
signature acknowledges receipt of the notification.

      2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my
employment and for six (6) months after termination of my employment with the
Company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others. In addition, I will promptly disclose to the Company all
patent applications filed by me or on my behalf within a year after termination
of employment. At the time of each such disclosure, I will advise the Company in
writing of any Inventions that I believe fully qualify for protection under
Section 2870; and I will at that time provide to the Company in writing all
evidence necessary to substantiate that belief. The Company will keep in
confidence and will not use for any purpose or disclose to third parties without
my consent any confidential information disclosed in writing to the Company
pursuant to this Agreement relating to Inventions that qualify fully for
protection under the provisions of Section 2870. I will preserve the
confidentiality of any Invention that does not fully qualify for protection
under Section 2870.

      2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right, title
and interest in and to any particular Invention to a third party, including
without limitation the United States, as directed by the Company.

      2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works made for hire,"
pursuant to United States Copyright Act (17 U.S.C., Section 101).

      2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in every
proper way to obtain, and from time to time enforce, United States and foreign
Proprietary Rights relating to Company Inventions in any and all countries. To
that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof. In addition, I
will execute, verify and deliver assignments of such Proprietary Rights to the
Company or its designee. My obligation to assist the Company with respect to
Proprietary Rights relating to such Company Inventions in any and all countries
shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually
spent by me at the Company's request on such assistance.

      In the event the Company is unable for any reason, after reasonable
effort, to secure my signature on any document needed in connection with the
actions specified in the preceding paragraph, I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, which appointment is coupled with an interest, to act for and
in my behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by me. I hereby waive and
quitclaim to the Company any and all claims, of any nature whatsoever, which I
now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.

3. RECORDS. I agree to keep and maintain adequate and current records (in the
form of notes, sketches, drawings and in any other form that may be required by
the Company) of all Proprietary Information developed by me and all Inventions
made by me during the period of my employment at the Company, which records
shall be

                                       2
<PAGE>
available to and remain the sole property of the Company at all times.

4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment by the
Company I will not, without the Company's express written consent, engage in any
employment or business activity which is competitive with, or would otherwise
conflict with, my employment by the Company. I agree further that for the period
of my employment by the Company and for one (l) year after the date of
termination of my employment by the Company I will not induce any employee of
the Company to leave the employ of the Company.

5. NO CONFLICTING OBLIGATION. I represent that my performance of all the terms
of this Agreement and as an employee of the Company does not and will not breach
any agreement to keep in confidence information acquired by me in confidence or
in trust prior to my employment by the Company. I have not entered into, and I
agree I will not enter into, any agreement either written or oral in conflict
herewith.

6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I will
deliver to the Company any and all drawings, notes, memoranda, specifications,
devices, formulas, and documents, together with all copies thereof, and any
other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company. I further agree that any
property situated on the Company's premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by Company personnel at any time with or without notice. Prior to
leaving, I will cooperate with the Company in completing and signing the
Company's termination statement.

7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and
because I may have access to and become acquainted with the Proprietary
Information of the Company, the Company shall have the right to enforce this
Agreement and any of its provisions by injunction, specific performance or other
equitable relief, without bond and without prejudice to any other rights and
remedies that the Company may have for a breach of this Agreement.

8. NOTICES. Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as the
party shall specify in writing. Such notice shall be deemed given upon personal
delivery to the appropriate address or if sent by certified or registered mail,
three (3) days after the date of mailing.

9. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.

10. GENERAL PROVISIONS.

      10.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement will
be governed by and construed according to the laws of the State of California,
as such laws are applied to agreements entered into and to be performed entirely
within California between California residents. I hereby expressly consent to
the personal jurisdiction of the state and federal courts located in San Diego
County, California for any lawsuit filed there against me by Company arising
from or related to this Agreement.

      10.2 SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. If moreover, any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear.

      10.3 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors, and its assigns.

      10.4 SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the Company
to any successor in interest or other assignee.

      10.5 EMPLOYMENT. I agree and understand that nothing in this Agreement
shall confer any right with respect to continuation of employment by the
Company, nor shall it interfere in any way with my right or the Company's right
to terminate my employment at any time, with or without cause.

      10.6 WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.

                                       3
<PAGE>
      10.7 ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously employed,
or am in the future employed, by the Company as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such period.
This Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in
writing and signed by the party to be charged. Any subsequent change or changes
in my duties, salary or compensation will not affect the validity or scope of
this Agreement.

      This Agreement shall be effective as of the first day of my employment
with the Company, namely: _____________, 200__.

      I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT.

Dated:
      ------------------------------

------------------------------------------------
SIGNATURE

------------------------------------------------
(PRINTED NAME)

ACCEPTED AND AGREED TO:

CALIPER TECHNOLOGIES CORP.

By:
     -----------------------------------------------------

Title:
        --------------------------------------------------

----------------------------------------------------------
(Address)





                                       4
<PAGE>
                                    EXHIBIT A

                         LIMITED EXCLUSION NOTIFICATION

      THIS IS TO NOTIFY you in accordance with Section 2872 of the California
Labor Code that the foregoing Agreement between you and the Company does not
require you to assign or offer to assign to the Company any invention that you
developed entirely on your own time without using the Company's equipment,
supplies, facilities or trade secret information except for those inventions
that either:

      (1) Relate at the time of conception or reduction to practice of the
invention to the Company's business, or actual or demonstrably anticipated
research or development of the Company;

      (2) Result from any work performed by you for the Company.

      To the extent a provision in the foregoing Agreement purports to require
you to assign an invention otherwise excluded from the preceding paragraph, the
provision is against the public policy of this state and is unenforceable.

      This limited exclusion does not apply to any patent or invention covered
by a contract between the Company and the United States or any of its agencies
requiring full title to such patent or invention to be in the United States.

      I ACKNOWLEDGE RECEIPT of a copy of this notification.

                                         By:
                                            ------------------------------------
                                                  (Printed Name of Employee)

                                        Date:
                                             -----------------------------------



WITNESSED BY:

-------------------------------------
(Printed Name of Representative)

Dated:
      -----------------------------------------------



                                      A-1
<PAGE>
                                    EXHIBIT B

TO:   CALIPER TECHNOLOGIES CORP.

FROM: --------------------------

DATE: --------------------------

SUBJECT: PREVIOUS INVENTIONS

      1. Except as listed in Section 2 below, the following is a complete list
of all inventions or improvements relevant to the subject matter of my
employment by Caliper Technologies Corp. (the "COMPANY") that have been made or
conceived or first reduced to practice by me alone or jointly with others prior
to my engagement by the Company:

      [ ]   No inventions or improvements.

      [ ]   See below:

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

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

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

[ ]   Additional sheets attached.

      2. Due to a prior confidentiality agreement, I cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party(ies):
<TABLE>
<CAPTION>

        INVENTION OR IMPROVEMENT              PARTY(IES)                          RELATIONSHIP
<S>     <C>                                   <C>                                 <C>

1.      -------------------------------       -----------------------             ------------------

2.      -------------------------------       -----------------------             ------------------

3.      -------------------------------       -----------------------             ------------------

</TABLE>

[ ]   Additional sheets attached.



                                      B-1

</TEXT>
</DOCUMENT>
