COLLABORATIVE RESEARCH AGREEMENT

This COLLABORATIVE RESEARCH AGREEMENT (Agreement) is entered into as of December 28, 2000 by and between PFIZER INC, a Delaware corporation, having an office at 235 East 42nd Street, New York, New York 10017 and its Affiliates (Pfizer), and XENOGEN BIOSCIENCES (Xenogen Cranbury), an Ohio Corporation, with an office at 5 Cedar Brook Drive, Cranbury, NJ 08512, and a wholly owned subsidiary of Xenogen Corp. (Xenogen).

RECITALS

WHEREAS, Pfizer wishes to develop Assays (as defined below) to use in performing phenotypic analysis of Transgenic Animals (as defined below) with a view toward identifying the role of interesting genes in human disease processes and toward validating gene function in research animals; and

WHEREAS, Pfizer has detailed protocols for individual Assays;

WHEREAS, Xenogen Cranbury has expertise in developing and conducting such Assays and in performing phenotypic analysis of Transgenic Animals using such Assays; and

WHEREAS, Xenogen Cranbury desires to collaborate with Pfizer on the development of such Assay packages for Transgenic Animals;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, Xenogen Cranbury and Pfizer agree as follows:

1. DEFINITIONS.

Whenever used in this Agreement, the terms defined in this Section 1 shall have the meanings specified.

1.1 Affiliate means, with respect to Pfizer, any legal entity controlling, controlled by, or under common control with Pfizer; and with respect to Xenogen Cranbury, any legal entity controlling, controlled by, or under common control with Xenogen Cranbury; where, in all cases, control means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting capital shares or similar voting securities of the other entity.

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1.2 Area means: (a) research to develop a battery of phenotypic and challenge Assays on Transgenic Animals; (b) performing phenotypic analysis on Transgenic Animals using such Assays; and (c) any other activities identified in the course of the research or development hereunder; in all cases only as specified in the Research Plan (as defined below).

1.3 Assay means any of the Level I Assays, the Level II Assays, the Level IIIP Assays, or the Level IIIXC Assays as defined below.

1.4 Contract Period means the period beginning on the Effective Date and ending on the date on which this Agreement terminates.

1.5 Contract Research Service means a research service performed for a Third Party (as defined below) for a fee or other consideration.

1.6 Control Animal means any mouse, other than a Transgenic Animal (as defined below), acquired by Xenogen Cranbury under this Agreement, including, but not limited to: ***

1.7 Effective Date means December 28, 2000.

1.8 Level I Assay means any assay identified as a Level I Assay in Exhibit B, as annexed hereto, or as the parties may from time to time identify as a Level I Assay in a written amendment to the Research Plan.

1.9 Level II Assay means any assay identified as a Level II Assay in Exhibit B, as annexed hereto, or as the parties may from time to time identify as a Level II Assay in a written amendment to the Research Plan.

1.10 Level III Assay means a Level IIIP Assay or a Level IIIXC Assay (which may be collectively referred to as Level III Assays).

1.10.1 Level IIIP Assay means any assay incorporating Pfizer Technology and Pfizer Confidential Information (both as defined below) identified as a Level IIIP Assay in Exhibit B, as annexed hereto, or as the parties may from time to time identify as a Level IIIP Assay in a written amendment to the Research Plan.

1.10.2 Level IIIXC Assay means any assay incorporating Xenogen Cranbury Technology and Xenogen Cranbury Confidential Information (both as defined below) identified as a Level IIIXC Assay in Exhibit B, as annexed hereto, or as the parties may from time to time identify as a Level IIIXC Assay in a written amendment to the Research Plan. The designation of the Level IIIXC Assay shall be at the sole discretion of Xenogen Cranbury and Level IIIXC Assay will not be part of Program Technology.

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1.11 Period of Exclusivity means, with respect to any Level III Assay, the period ending on the second anniversary of the termination or expiration of this Agreement.

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