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Agreement - Third Wave Technologies Inc. and ACLARA BioSciences Inc.

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                                                                    CONFIDENTIAL

                                    AGREEMENT

This Agreement ("AGREEMENT"), dated October 24, 2001, shall govern certain
matters agreed upon by and between Third Wave Technologies, Inc. ("TWT") and
ACLARA BioSciences, Inc. ("ACLARA") related to the Development and
Commercialization Agreement entered into on even date herewith (the
"COLLABORATION AGREEMENT").

1.       DEFINITIONS. Terms defined in the Collaboration Agreement shall have,
         in this Agreement, the meanings set forth in the Collaboration
         Agreement. Additionally, "COMPETITOR" shall mean with respect to TWT,
         the entities listed in Exhibit A under the heading TWT Competitors, and
         with respect to ACLARA, the entities listed in Exhibit A under the
         heading ACLARA Competitors.

2.       SUPPLY OF ACLARA COMPONENTS.  [ * ]

3.       SUPPLY OF CLEAVASE ENZYME.  [ * ]

4.       INDIRECT DISTRIBUTION.  [ * ]

5.       ALTERNATE SOURCE INVESTIGATION. No Competitor of TWT or ACLARA shall be
         used as a manufacturer pursuant to Section 10.4 of the Collaboration
         Agreement.

6.       ESCROW AUDITORS AND CONTRACT MANUFACTURER. No Competitor of a Party, or
         an employee of such a Competitor, shall be used as an auditor for
         purposes of inspecting materials deposited by such Party in escrow
         under Sections 11.11 or 12.11 of the Collaboration Agreement.
         Additionally, no Competitor of a Party shall be used by the other Party
         in order to exercise such other Party's manufacturing rights under
         Section 11.11 or 12.11 of the Collaboration Agreement, as applicable.

7.       LICENSING. Notwithstanding anything to the contrary in the
         Collaboration Agreement, neither Party shall grant or authorize [ * ] a
         license or other authorization to a Competitor of the other Party under
         Patent Rights to the extent claiming a Collaborative Invention;
         provided that Patent Rights assigned to a Party pursuant to the second
         to last sentence of Section 14.3.1 of the Collaboration Agreement shall
         not be so restricted. This Paragraph 7 shall survive expiration or
         termination of this Agreement.



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

<PAGE>

                                                                    CONFIDENTIAL

8.       Change of Control.

         (a)      TERMINATION. A Party shall have the right to terminate the
                  Collaboration Agreement by providing written notice of
                  termination to the other Party in the event of a transfer of
                  the Collaboration Agreement by such other Party, or in the
                  event of a Change of Control of such other Party, to a
                  Competitor of the Party providing the notice, provided that
                  (i) an agreement which effects the transfer or Change of
                  Control was entered into on or before the [ * ] under the
                  Collaboration Agreement; and (ii) such other Party did not
                  obtain the prior written consent to the transfer or Change of
                  Control, as applicable, from the Party providing the notice,
                  which consent shall not be unreasonably withheld. Under such
                  circumstances, provided that such notice of termination is
                  provided no later than sixty (60) days after the transfer or
                  Change of Control, the Collaboration Agreement shall
                  automatically terminate as of the date of such notice unless
                  such consent has been obtained by such time. If a Party enters
                  into an agreement under such circumstances which effects, or
                  would effect upon closing, such a transfer of the
                  Collaboration Agreement, or such a Change of Control, then it
                  shall immediately provide written notice of the agreement to
                  the other Party, setting forth in such notice the identity of
                  the Competitor. For purposes of this Agreement and the
                  Collaboration Agreement, "CHANGE OF CONTROL" means any
                  transaction or series of related transactions that would
                  occasion: (i) a Party's sale, lease, or other transfer of all
                  or substantially all of its business or assets to any person
                  or group; (ii) any merger, consolidation, share exchange,
                  re-capitalization, business combination or other transaction
                  resulting in the exchange if the outstanding shares of a Party
                  for securities or consideration issued, or caused to be
                  issued, by an acquiring person or group, unless the
                  stockholders of such Party that exist immediately prior to the
                  closing date of such transaction (or series of related
                  transactions) hold, after the closing date, fifty percent
                  (50%) or more of the equity of the surviving corporation in
                  such transaction computed on a fully diluted basis; (iii) any
                  tender offer or exchange offer for fifty percent (50%) or more
                  of the outstanding voting securities of a Party or the filing
                  of a registration statement under the United States Securities
                  Act of 1933 in connection therewith; or (iv) any person or
                  group acting in concert to control a Party (as control is
                  defined in Section 1.5 of the Collaboration Agreement)
                  having acquired beneficial ownership or the right to acquire
                  beneficial ownership of fifty percent (50%) or more of the
                  outstanding voting securities of a Party. As used in this
                  Paragraph 8(a), "person" and "group" shall have the meanings
                  given to such terms when used in Sections 13(d) and 14(d) of
                  the
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  [ * ] Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

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<PAGE>

                                                                    CONFIDENTIAL

                  United States Securities Exchange Act of 1934. For clarity,
                  this Paragraph 8(a) is not intended to prevent from occurring
                  such an acquisition or transfer with respect to a Party to the
                  extent the transaction is authorized under Section 20.3 of the
                  Collaboration Agreement, but rather is to provide the other
                  Party with the right to terminate the Collaboration Agreement
                  as set forth above. Termination under this Paragraph 8(a)
                  shall be treated as termination for material breach under
                  Section 19.3 of the Collaboration Agreement for purposes of
                  determining the effects under Section 19.5 of the
                  Collaboration Agreement, except as otherwise provided in
                  Paragraph 8(b) of this Agreement below.

         (b)      EFFECT. In the event of termination of the Collaboration
                  Agreement by a Party under Paragraph 8(a) of this Agreement as
                  a result of the Change of Control of the other Party, and if
                  the Development Committee approved prior to such termination
                  an Approved Product for Commercial Launch, then the terms and
                  conditions of Section 19.5.3 of the Collaboration Agreement
                  shall apply, subject to the modifications in this Paragraph
                  8(b). Under Section 19.5.3(i) of the Collaboration Agreement,
                  all reimbursement of Development Costs, including with respect
                  to Approved Products that have not been approved by the
                  Development Committee for Commercial Launch, will be in
                  accordance with Section 5.6 of the Collaboration Agreement in
                  the same manner as prior to termination, except that reports
                  shall be exchanged, and reconciliation and reimbursement shall
                  be completed, within thirty (30) days after the date of
                  termination. Under Section 19.5.3(ii) of the Collaboration
                  Agreement, the amounts payable to the Party undergoing the
                  Change of Control shall be [ * ], rather than [ * ], of Net
                  Sales based upon sales of Approved Products and Software by
                  the non-breaching Party. Under Section 19.5.3(vii) of the
                  Collaboration Agreement, if TWT is the Party undergoing the
                  Change of Control, then ACLARA would be authorized in the
                  event of termination to manufacture Approved Products
                  (excluding Cleavase Enzymes) in accordance with Section 12.11
                  of the Collaboration Agreement, it being acknowledged that the
                  manufacture of Cleavase Enzymes would be retained by TWT,
                  subject to ACLARA's right to manufacture Cleavase Enzyme in
                  the event of a failure of TWT's failure to adequately supply
                  Cleavase Enzyme as set forth in Section 12.11of the
                  Collaboration Agreement. Under Section 19.5.3(vi) of the
                  Collaboration Agreement, if ACLARA is the Party undergoing
                  the Change of Control, then TWT would continue to be
                  authorized to manufacture Approved Products, it being
                  acknowledged that the manufacture of ACLARA Components would
                  be retained by ACLARA, subject to TWT's right to manufacture
                  the

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

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<PAGE>

                                                                    CONFIDENTIAL

                  ACLARA Components in the event of a failure of ACLARA to
                  supply an ACLARA Component as set forth in Section 11.11 of
                  the Collaboration Agreement.

9.       TERM. This Agreement shall commence on the Effective Date and continue
         in full force and effect throughout the entire term of the
         Collaboration Agreement, terminating automatically upon expiration of
         the Collaboration Agreement. Neither Party shall have any right to
         otherwise terminate this Agreement.

10.      MISCELLANEOUS. Section 20 of the Collaboration Agreement is hereby
         incorporated into this Agreement by this reference as if fully set
         forth in this Paragraph 10. The Parties acknowledge that this Agreement
         and the Exhibit hereto and the Collaboration Agreement and the Exhibits
         thereto set forth the entire agreement and understanding of the Parties
         as to the subject matter hereof and thereof, and supersede all prior
         and contemporaneous discussions, agreements and writings in respect
         hereto and thereto, including without limitation, the term sheet.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement.

THIRD WAVE TECHNOLOGIES, INC.             ACLARA BIOSCIENCES, INC.

("TWT")                                   ("ACLARA")
<TABLE>
<CAPTION>


<S>     <C>                              <C>       <C>

By:    /s/ Ian B. Edvalson                By:    /s/ Philip A. Petersen
       ----------------------------------        -------------------------------------

Name:  IAN B. EDVALSON                    Name:  PHILIP A. PETERSEN
       ----------------------------------        -------------------------------------

Title: SR VP, CORPORATE DEVELOPMENT       Title: VICE PRESIDENT, CORPORATE DEVELOPMENT
       ----------------------------------        -------------------------------------

Date:  24 OCTOBER 2001                    Date:  OCTOBER 24, 2001
       ----------------------------------        -------------------------------------
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<PAGE>

                                                                    CONFIDENTIAL

                                    EXHIBIT A

                                     [ * ]











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

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