SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Caliper Life Sciences, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

130872104

(CUSIP number)

Joel S. Goldberg

Senior Vice President, General Counsel and Secretary

PerkinElmer, Inc.

940 Winter Street

Waltham, MA 02451

(781) 663-6900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 7, 2011

(Date of Event Which Requires Filing of his Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 130872104

1.	NAMES OF REPORTING PERSONS PERKINELMER, INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     0
		8.	SHARED VOTING POWER:     8,093,328(1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     8,093,328(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     8,093,328(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     14.0%(2)
14.	TYPE OF REPORTING PERSON     CO

(1) Beneficial ownership of the shares of common stock, par value $0.001 per share (“Common Stock”), of Caliper Life Sciences, Inc., a Delaware corporation (the “Company”), is being reported hereunder because the reporting person may be deemed to have beneficial ownership of such Common Stock by virtue of the Voting Agreements described in Item 4 (the “Voting Agreements”). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the reporting person that it is the beneficial owner of any of such shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.

The shares of Common Stock over which the reporting person may be deemed to have shared voting power are comprised of 4,821,384 outstanding shares of Common Stock, plus an aggregate of 3,271,944 shares of Common Stock underlying stock options that were exercisable on, or would be exercisable within 60 days of, the date of the Voting Agreements, all of which are currently among the securities subject to the Voting Agreements.

CUSIP No. 130872104

(2) The percentages used herein are calculated based on an aggregate total of 57,791,731 shares of Common Stock issued and outstanding as of September 7, 2011, including (i) 54,519,787 shares of Common Stock issued and outstanding as of September 7, 2011, as represented by the Company in the Merger Agreement (as defined below) filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 8, 2011 and (ii) 3,271,944 shares of Common Stock underlying stock options held by the parties to the Voting Agreements as of the date of the Voting Agreements that were exercisable on, or would become exercisable within 60 days of, such date as provided by the Company.

ITEM 1. Security and Issuer.

This Schedule 13D relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Caliper Life Sciences, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 68 Elm Street, Hopkinton, Massachusetts 01748.

ITEM 2. Identity and Background.

(a) – (c) This Schedule 13D is being filed by PerkinElmer, Inc., a Massachusetts corporation (“PerkinElmer”), which has its principal office at 940 Winter Street, Waltham, Massachusetts 02451. PerkinElmer is a provider of technology, services and solutions to the diagnostics, research, environmental and safety, industrial and laboratory services markets.

The name and principal occupation of the directors and executive officers of PerkinElmer as of the date hereof are as set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to a position with PerkinElmer. Unless otherwise indicated, the business address of each of the below individuals is 940 Winter Street, Waltham, Massachusetts 02451.

Name	Present Principal Occupation and Principal Business	Name and Address of Corporation or Other Organization (if different from address provided above)
Directors
Robert F. Friel	Chairman, Chief Executive Officer and President
Nicholas A. Lopardo	Chairman and Chief Executive Officer of Susquehanna Capital Management Group, an investment holding company	Susquehanna Capital Management Group 505 Paradise Road, Suite 391 Swampscott, MA 01909
Alexis P. Michas	Managing Partner of Juniper Investment Company, LLC, an investment management firm	Juniper Investment Company, LLC 600 Madison Avenue, 16th Floor New York, NY 10022
James C. Mullen	Chief Executive Officer of Patheon Inc., a provider of contract development and manufacturing services to the pharmaceutical and biotechnology industries	Patheon Pharmaceuticals 4721 Emperor Boulevard, Suite 200 Durham, NC 27703
Vicki L. Sato	Professor of Management Practice, Harvard Business School and Professor of the Practice, Department of Molecular and Cell Biology, Harvard University	Harvard Business School Soldiers Field Boston, MA 02163
Gabriel Schmergel	Retired Chief Executive Officer and President of Genetics Institute, Inc.	N/A

Kenton J. Sicchitano	Retired Global Managing Partner, PricewaterhouseCoopers LLP, a public accounting firm	N/A
Patrick J. Sullivan	Retired Executive Chairman of Hologic, Inc., a women’s health diagnostic and medical device company	N/A
G. Robert Tod	Retired Vice Chairman, President and Chief Operating Officer and Director of the CML Group, Inc., a specialty marketing company	N/A
Executive Officers
Robert F. Friel	Chief Executive Officer and President
Frank A. Wilson	Senior Vice President and Chief Financial Officer
Joel S. Goldberg	Senior Vice President, General Counsel and Secretary
Daniel R. Marshak	Senior Vice President and Chief Scientific Officer
John R. Letcher	Senior Vice President, Human Resources

(d) – (e) During the past five years, neither PerkinElmer nor, to the best knowledge of PerkinElmer, any of the directors and executive officers identified above (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or her being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) All of the directors and executive officers of PerkinElmer set forth above are United States citizens.

ITEM 3. Source and Amount of Funds or Other Consideration.

The Voting Agreements described in Item 4 of this Schedule 13D (the terms of which are hereby incorporated by reference) were entered into by PerkinElmer and each of the following directors, named executive officers and a certain stockholder of the Company: (1) Robert C. Bishop, director of the Company; (2) David W. Carter, director of the Company; (3) Van Billet, director of the Company; (4) Allan L. Comstock, director of the Company; (5) Kathryn A. Tunstall, director of the Company; (6) David V. Milligan, director of the Company; (7) E. Kevin Hrusovsky, President and Chief Executive Officer and director of the Company; (8) Bradley Rice, Senior Vice President, Systems R&D of the Company; (9) David Manyak, Executive Vice President, Caliper Discovery Alliances and Services Business Unit of the Company; (10) Will Kruka, Executive Vice President, Corporate Development and Imaging Business Unit of the Company; (11) Peter F. McAree, Senior Vice President and Chief Financial Officer of the Company; and (12) The

Berwind Company LLC, a stockholder of the Company (collectively, the “Supporting Stockholders”). The Supporting Stockholders entered into the Voting Agreements as an inducement to PerkinElmer and Merger Sub (as defined in Item 4 below) to enter into the Merger Agreement described in Item 4 of this Schedule 13D (the terms of which are hereby incorporated by reference). No additional consideration was paid to the Supporting Stockholders in connection with the execution and delivery of the Voting Agreements and thus no funds were used for such purpose.

ITEM 4. Purpose of Transactions.

(a)-(b) On September 7, 2011, PerkinElmer and its newly formed, indirect wholly owned subsidiary, PerkinElmer Hopkinton Co. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, pursuant to which the Merger Sub will merge with and into the Company, and the Company will become a wholly owned subsidiary of PerkinElmer (the “Merger”). If the Merger is completed, the Company’s stockholders will receive $10.50 in cash, without interest thereon and subject to any tax withholding (the “Merger Consideration”), for each share of Common Stock owned by them as of the date of the Merger.

In addition, (i) each of the Company’s stock options outstanding immediately prior to the effective time of the Merger (the “Effective Time”) shall become fully vested and cancelled in exchange for an amount equal to the excess, if any, of the aggregate Merger Consideration for the shares subject to such stock option above the aggregate exercise price of such option, (ii) each of the Company’s restricted stock units outstanding immediately prior to the Effective Time shall become fully vested and cancelled in exchange for an amount equal to the Merger Consideration multiplied by the number of shares of the Company’s common stock that are subject to the restricted stock unit and (iii) each of the Company’s warrants outstanding immediately prior to the Effective Time shall, unless terminated prior to the Effective Time, after the Effective Time be exercisable for an amount equal to the aggregate Merger Consideration for the shares subject to such warrant.

The consummation of the Merger is subject to customary conditions, including, among other things: (i) adoption of the Merger Agreement by the Company’s stockholders and (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and any other similar filings that need to be made in foreign jurisdictions.

Pursuant to the terms of, and concurrently with the execution of, the Merger Agreement, each of the Supporting Stockholders entered into stockholder voting agreements with PerkinElmer and the Company (the “Voting Agreements”), pursuant to which they, among other things, agreed to (i) restrict their right to transfer shares of the Common Stock directly or beneficially owned by them other than in specific circumstances, and (ii) vote all of the shares they own, beneficially or of record, of Common Stock in favor of adoption and approval of the Merger Agreement and against competing acquisition proposals. Each Supporting Stockholder has irrevocably appointed PerkinElmer and each of its executive officers or other designees as such Supporting Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Supporting Stockholder, to vote all of such Supporting Stockholder’s shares of Common Stock solely with respect to the matters set forth in clause (ii) of this paragraph.

As of September 7, 2011, the Supporting Stockholders beneficially owned a total of 8,093,328 shares of Common Stock (including for this purpose 3,271,944 shares of Common Stock underlying stock options held by the Supporting Stockholders that were exercisable on, or would become exercisable within 60 days of, the date of the Voting Agreements), representing approximately 14.0% of all shares of Common Stock outstanding as of September 7, 2011 (including for this purpose 3,271,944 shares of Common Stock underlying stock options held by the Supporting Stockholders that were exercisable on, or would become exercisable within 60 days of, the date of the Voting

Agreements). Additionally, the Supporting Stockholders owned (i) additional options to purchase an aggregate of 859,605 shares of Common Stock which are not exercisable within 60 days of the date of the Voting Agreements and (ii) restricted stock units representing the right to acquire upon vesting an aggregate of 909,622 shares of Common Stock which vesting is not scheduled to occur within 60 days of the date of the Voting Agreements, and PerkinElmer may be deemed to have beneficial ownership of such shares of Common Stock underlying such options or restricted stock units. All of the securities referred to in this paragraph are hereinafter called the “Subject Securities”.

The Voting Agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) the Effective Time, (iii) with respect to a Supporting Stockholder, the date set forth in any mutual written consent to terminate such agreement executed by PerkinElmer and such Supporting Stockholder and (iv) with respect to a Supporting Stockholder, the execution and delivery of any modification, supplement, amendment or waiver of the Merger Agreement that adversely affects such Supporting Stockholder.

(c) Not applicable.

(d) The Merger Agreement contemplates that the directors and officers of Merger Sub immediately prior to the Effective Time will be the initial directors and officers of the Surviving Corporation, in each case until their successors are elected and qualified.

(e) Under the terms of the Merger Agreement, the Company may not, without PerkinElmer’s prior written consent, among other things, (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock (other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent), (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities or (iii) purchase, redeem or otherwise acquire any shares of its capital stock or any other securities or any rights, warrants or options to acquire any such shares or other securities except for (A) the acquisition of shares of Common Stock from the holders of the Company’s stock options in full or partial payment of the exercise price payable by such holder upon exercise of such options to the extent required under the terms of such options or (B) from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of services to the Company or any of its subsidiaries;

(f) Upon the consummation of the Merger, the Company, as the surviving corporation in the Merger, will become an indirect, wholly-owned subsidiary of PerkinElmer.

(g) The certificate of incorporation of the Company as in effect on the date of the Merger Agreement will, by virtue of the Merger, be amended at the Effective Time in its entirety to read as set forth in Exhibit B to the Merger Agreement. The bylaws of the Merger Sub as in effect immediately prior to the Effective Time will be the by-laws of the Surviving Corporation. In addition, the Merger Agreement contains provisions that limit the ability of the Company to engage in a transaction that would entail a change of control of the Company (other than the transactions contemplated by the Merger Agreement) during the pendency of the transactions contemplated by the Merger Agreement.

(h)—(i) The Common Stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “CALP.” If the Merger is consummated, the Common Stock will cease to be listed on NASDAQ and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. PerkinElmer intends to cause the surviving corporation to terminate the registration of the shares of Common Stock under the Exchange Act as soon as the requirements for termination of registration are met.

(j) Other than as described above, PerkinElmer currently has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(i) of this Schedule 13D (PerkinElmer reserves the right to develop such plans or proposals).

The foregoing summary descriptions contained in this Item 4 of the Merger Agreement and the Voting Agreements are qualified in their entirety by reference to the full text of the Merger Agreement and the form of Voting Agreement, copies of which are incorporated herein by reference to Exhibits 1 and 2, respectively, of this Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

(a) – (b) As described in Item 4 (a)-(b) of this Schedule 13D, as a result of the Voting Agreements, PerkinElmer may be deemed to share the power to vote or to direct the vote of the Subject Securities with respect to the matters set forth in the Voting Agreements. PerkinElmer’s current beneficial ownership in the Company and the Common Stock is set forth on the cover page to this Schedule 13D and is incorporated by reference herein. The ownership percentage appearing on such cover page has been calculated based on a total of 57,791,731 shares, including (i) 54,519,787 shares of Common Stock issued and outstanding as of September 7, 2011, as disclosed in the Merger Agreement and (ii) 3,271,944 shares of Common Stock underlying options held by the Supporting Stockholders as of the date of the Voting Agreements that were exercisable on, or would become exercisable within 60 days of, such date as provided by the Company.

The number of outstanding shares of Common Stock of the Company that may be deemed to be beneficially owned by PerkinElmer with respect to which there is (i) sole voting power is none, (ii) shared voting power is 8,093,328, with respect to PerkinElmer’s power to vote or cause the vote of such shares in accordance with the terms of the Voting Agreements as described in Item 4 of this Schedule 13D, (iii) sole dispositive power is none, and (iv) shared dispositive power is 8,093,328, with respect to the restrictions of transfer of such shares in accordance with the terms of the Voting Agreement as described in Item 4 of this Schedule 13D.

Additionally, upon (i) the exercisability of additional unvested options to purchase an aggregate of 859,605 shares of Common Stock which will not be vested within 60 days of the date of the Voting Agreements or (ii) the vesting of an aggregate of 909,622 restricted stock units which are not issuable within 60 days of the date of the Voting Agreements, which were held by the Supporting Stockholders as of the date thereof, PerkinElmer may be deemed to have beneficial ownership of such shares of Common Stock underlying such options or restricted stock units. In addition, all additional securities of the Company (including all additional shares of Common Stock and all additional options, warrants and other rights to acquire shares of Common Stock) of which the Supporting Stockholders acquire ownership during the period from September 7, 2011 until the termination of the Voting Agreements will also be subject to the terms of the Voting Agreements. Accordingly, any such acquisition or receipt of securities of the Company by any Supporting Stockholder may result in PerkinElmer being deemed to be the beneficial owner of such additional securities.

The filing of this Schedule 13D by PerkinElmer shall not be considered an admission that PerkinElmer, for any or all purposes, is the beneficial owner of any of the shares of Common Stock covered by this Schedule 13D, and PerkinElmer expressly disclaims such beneficial ownership. Except as set forth in this Schedule 13D, no shares of Common Stock are beneficially owned by PerkinElmer, or, to the knowledge of PerkinElmer, any director or officer of PerkinElmer listed in Item 2(a)-(c).

(c) Except as set forth in this Schedule 13D with reference to the Merger Agreement and the Voting Agreements, neither PerkinElmer nor, to the knowledge of PerkinElmer, any director or officer of PerkinElmer listed in Item 2(a)-(c), has effected any transaction in the Common Stock during the past 60 days.

(d) To the knowledge of PerkinElmer, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Securities.

(e) Not applicable.

The foregoing summary descriptions contained in this Item 5 of the Merger Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the full texts of the Merger Agreement and the form of Voting Agreement, copies of which are which are incorporated herein by reference to Exhibits 1 and 2, respectively, of this Schedule 13D.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in Items 3, 4 and 5, which are incorporated herein by reference, and in the agreements and documents attached as exhibits hereto or incorporated herein by reference, to the knowledge of PerkinElmer, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, the existence of which would give another person voting or investment power over the securities of the Company.

ITEM 7. Material to be Filed as Exhibits.

Exhibit No.	Description
1	Agreement and Plan of Merger, dated as of September 7, 2011, by and among PerkinElmer, Inc., PerkinElmer Hopkinton Co. and Caliper Life Sciences, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of PerkinElmer, Inc. (File No. 001-05075), filed with the SEC on September 13, 2011).
2	Form of Voting Agreement, dated as of September 7, 2011, by and among PerkinElmer, Inc., Caliper Life Sciences, Inc. and certain directors, officers and a stockholder of Caliper Life Sciences, Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	PERKINELMER, INC.
Date: September 16, 2011
	/s/ Joel S. Goldberg
	Joel S. Goldberg Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
1	Agreement and Plan of Merger, dated as of September 7, 2011, by and among PerkinElmer, Inc., PerkinElmer Hopkinton Co. and Caliper Life Sciences, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of PerkinElmer, Inc. (File No. 001-05075), filed with the SEC on September 13, 2011).
2	Form of Voting Agreement, dated as of September 7, 2011, by and among PerkinElmer, Inc., Caliper Life Sciences, Inc. and certain directors, officers and a stockholder of Caliper Life Sciences, Inc.

EX-2

Exhibit 2

EXECUTION COPY

VOTING AGREEMENT

THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2011, by and among PerkinElmer, Inc., a Massachusetts corporation (“Parent”), the undersigned stockholder (“Stockholder”) of Caliper Life Sciences, Inc., a Delaware corporation (the “Company”), and solely with respect to Section 2(c) hereof, the Company.

RECITALS

A. Concurrently with the execution and delivery hereof, Parent, PerkinElmer Hopkinton Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into the Company in accordance with its terms.

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of each class of capital stock of the Company as is indicated on the signature page of this Agreement.

C. As a condition and inducement to the willingness of Parent to enter into the Merger Agreement, Parent has required that Stockholder enter into this Agreement.

NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:

1. Certain Definitions.

(a) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

“Constructive Sale” means with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such security.

“Shares” means (i) all shares of capital stock of the Company owned, beneficially or of record, by Stockholder as of the date hereof, and (ii) all additional shares of capital stock of the Company acquired by Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring upon the termination of this Agreement in accordance with Section 8 (the “Term”).

“Transfer” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, grant or placement in trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession, by domestic relations order or other court order, or otherwise by operation of law) or any right, title or interest therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

2. Transfer and Voting Restrictions.

(a) At all times during the Term:

i. Stockholder shall not, except in connection with the Merger, pursuant to the terms of any trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act that is in effect as of the date of this Agreement and set forth on Schedule A hereto or as permitted by the immediately following sentence, Transfer or suffer a Transfer of any of the Shares. Notwithstanding the immediately preceding sentence, the Stockholder may transfer Shares for bona fide estate planning purposes to his or her spouse, child (natural or adopted), or any other direct lineal descendant of the Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Stockholder or any such family members, provided that, before any such Transfer permitted by this sentence, the transferee executes and delivers to the Parent a form of this Agreement providing that such transferee shall be bound by the same terms and conditions with respect to such Shares that the Stockholder is bound by pursuant to this Agreement.

ii. Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, Stockholder will not commit any act that could reasonably be expected to restrict or affect, or has the effect of restricting or affecting, Stockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of his/hers/its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Stockholder shall not enter into any voting agreement with any person or entity with respect to any of the Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity restricting Stockholder’s legal power, authority or right to vote the Shares in favor of the approval of the Proposed Transaction (as defined in Section 3(a) hereof).

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iii. Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares, or (iii) record such vote, unless and until such Stockholder shall have complied with the terms of this Agreement.

3. Agreement to Vote Shares.

(a) During the Term, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”).

(b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

4. Grant of Irrevocable Proxy.

(a) Stockholder hereby irrevocably appoints Parent and each of its executive officers or other designees (the “Proxyholders”) as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution) solely with respect to the matters set forth in Section 3(a), and grants to the Proxyholders full authority, for and in the name, place and stead of Stockholder, to vote the Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of such Shares, in each case in accordance with Section 3(a) hereof and, in the discretion of the Proxyholders with respect to any proposed adjournments or postponements of any meeting of Stockholders at which any of the matters described in Section 3(a) hereof is to be considered.

(b) Stockholder hereby revokes any proxies heretofore given by Stockholder in respect of the Shares.

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(c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law, and may under no circumstances be revoked during the Term. The irrevocable proxy granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy or incapacity of Stockholder.

(d) Notwithstanding anything to the contrary provided in this Agreement, this proxy shall only be effective if Stockholder fails to appear, or otherwise fails to cause the Shares to be counted as present for purposes of calculating a quorum, at a meeting of the stockholders of the Company that occurs during the Term and at which any of the matters set forth in Section 3(a) are to be considered, and to vote the Shares in accordance with Section 3(a) at such meeting, and the parties hereto hereby acknowledge that the proxy granted hereby shall not be effective for any other purpose. The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above, and Stockholder may vote the Shares on all other matters.

(e) Parent may terminate this proxy at any time by written notice to Stockholder. For the avoidance of doubt, this proxy shall terminate, without the requirement of any further action, upon the termination of this Agreement in accordance with Section 8.

5. No Solicitation. During the Term, Stockholder shall not directly or indirectly, (a) solicit, initiate, propose, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (b) enter into, continue or otherwise participate in any communications, discussions or negotiations regarding, furnish to any person any information or data with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal, (c) adopt, approve or recommend, or propose to adopt, approve or recommend, any Acquisition Proposal or (d) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement constituting or relating to, or that could reasonably be expected to lead to, any Acquisition Proposal.

6. Action in Stockholder Capacity Only. Stockholder is entering into this Agreement solely in Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares and not in any other capacity, including if applicable as a director or officer of the Company. Nothing herein shall limit or affect Stockholder’s ability to act as an officer or director of the Company or in any other capacity. Nothing herein shall be construed to prohibit, limit or restrict any actions by any Affiliate or direct or indirect owner of the Stockholder, or any of their respective officers, directors, or employees, in each case not acting as such on behalf of the Stockholder, including exercising rights under the Merger Agreement. [Without limiting the generality of the foregoing, Parent acknowledges that a member of the Company Board of Directors is affiliated with a Stockholder and that such person in his capacity as a member of such Board may in the exercise of his fiduciary duties and to the extent permitted by the Merger Agreement, take actions that would violate this Agreement if such actions were taken by the Stockholder.]¹

¹  Bracketed language to be included only in draft signed by Berwind.

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7. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent as follows:

(a) (i) Stockholder is the beneficial or record owner of the shares of capital stock of the Company indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances , other than restrictions on transfer imposed by the securities laws; and (ii) Stockholder does not beneficially own any securities of the Company other than the shares of capital stock and rights to purchase shares of capital stock of the Company set forth on the signature page of this Agreement.

(b) As of the date hereof and for so long as this Agreement remains in effect (including as of the date of the Company Meeting, if it occurs during the Term, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except as otherwise provided in this Agreement, Stockholder has full power and authority to (i) make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 4; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including any Governmental Entity). Without limiting the generality of the foregoing, Stockholder has not entered into any voting agreement (other than this Agreement) that is still in effect as of the date of this Agreement with any person with respect to any of the Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Stockholder’s legal power, authority or right to vote the Shares on any matter.

(c) This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. The execution and delivery of this Agreement and the performance by Stockholder of the agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any contract to or by which Stockholder is a party or bound, or any judgment, injunction, order, decree, statute, law, ordinance, rule or regulation to which Stockholder (or any of Stockholder’s assets) is subject or bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect Stockholder’s ability to perform Stockholder’s obligations under this Agreement or render inaccurate any of the representations made herein.

(d) Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in respect of this Agreement or the Merger Agreement based upon any arrangement or agreement made by or on behalf of Stockholder.

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(e) Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and the representations and warranties of Stockholder contained herein.

8. Termination. This Agreement shall terminate and be of no further force or effect whatsoever as of the earlier of (a) such date and time as the Merger Agreement shall have been terminated pursuant to its terms, (b) the Effective Time, (c) the date set forth in any mutual written consent to terminate this Agreement executed by Parent and Stockholder or (d) the date of any modification, supplement, amendment or waiver of the Merger Agreement as in effect on the date hereof that adversely affects the Stockholder; provided, however, that (i) Section 9 shall survive the termination of this Agreement, and (ii) the termination of this Agreement shall not relieve Stockholder from any liability for any material inaccuracy in or breach of any representation, warranty or covenant contained in this Agreement.

9. Miscellaneous Provisions.

(a) Amendments. No amendment of this Agreement shall be effective against any party unless it shall be in writing and signed by Parent and Stockholder.

(b) Waivers. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, or any failure or delay on the part of any party in the exercise of any right hereunder, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, or covenants contained in this Agreement. The waiver by any party of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder. Any waiver by a party of any provision of this Agreement shall be valid only if set forth in a written instrument signed on behalf of such party.

(c) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by and among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

(e) Submission to Jurisdiction. Each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, New Castle County, or if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the other transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it will not

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attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the parties hereto waives any defense or inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9(n) of this Agreement. Nothing in this Section 9(e), however, shall affect the right of any party to serve legal process in any other manner permitted by law.

(f) WAIVER OF JURY TRIAL. EACH OF PARENT AND THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT OR THE STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

(g) Attorneys’ Fees. In any action at law or suit in equity with respect to this Agreement or the rights of any of the parties, the prevailing party in such action or suit shall be entitled to receive its reasonable attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.

(h) Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void, except that Parent, without obtaining the consent of any other party, shall be entitled to assign this Agreement or all or any of its rights hereunder solely to a wholly-owned subsidiary of Parent, provided that Parent shall remain liable for all of its obligations under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

(i) No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any other person other than the parties hereto and their respective successors and permitted assigns, to create any agreement of employment with any person or to otherwise create any third-party beneficiary hereto.

(j) Further Assurances. Stockholder agrees to cooperate fully with Parent and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by Parent to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purpose of this Agreement. Stockholder hereby agrees that Parent may publish and disclose in all filings made by Parent with the SEC relating to the Proposed Transaction, such Stockholder’s identity and ownership of Shares and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit in any

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filing made by Parent with the SEC relating to the Proposed Transaction[; provided that the Stockholder shall have a reasonable right to review and comment on any such filing that identifies the Stockholder by name (it being understood that in no event shall the Parent be required to delay any such filing past the time it is required to be filed with the SEC)].² Stockholder agrees to notify Parent promptly of any additional shares of capital stock of the Company of which Stockholder becomes the record or beneficial owner during the Term.

(k) No Ownership Interest. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and this Agreement shall not confer any right, power or authority upon Parent or any other person to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

(l) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

(m) Time of Essence. Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.

(n) Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

(o) Notices. All notices and other communications hereunder shall be in writing and shall be deemed delivered (i) four business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient at the following address (or at such other address for a

²  Bracketed language to be included only in draft signed by Berwind.

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party as shall be specified by like notice): (i) if to Parent, to the address provided in the Merger Agreement, including to the persons designated therein to receive copies; and (ii) if to Stockholder, to Stockholder’s address shown below Stockholder’s signature on the last page hereof. Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.

(p) Counterparts and Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile or “PDF” transmission.

(q) Headings. The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

(r) Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “person” means any individual, corporation, partnership, joint venture, association, trust, limited liability company, unincorporated organization or other entity. As used in this Agreement, references to any “agreement” to which a person is bound means any contract, agreement, instrument, obligation, undertaking, lease, license, arrangement, commitment or understanding, whether written or oral, in each case that is or purports to be legally binding on such person and as it may be amended or otherwise modified from time to time. No summary of this Agreement prepared by any party shall affect the meaning or interpretation of this Agreement.

(s) Legal Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.

PARENT:	STOCKHOLDER:
PERKINELMER, INC.
By:	By:
Its:	Its:
	Address:
With respect to Section 2(c) only:	Telephone:        (        )             -
	Facsimile:         (        )             -
	E-Mail Address:
COMPANY:
CALIPER LIFE SCIENCES, INC.
	Shares Beneficially Owned by Stockholder:
By: Its:	shares of Company Common Stock              Options to acquire Company Common Stock              Restricted Stock Units to acquire Company Common Stock

Schedule A

10b5-1 Plans

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