FLUIDIGM CORPORATION and 454 LIFE SCIENCES, A ROCHE COMPANY CO-PROMOTION AGREEMENT

Exhibit 10.24

FLUIDIGM CORPORATION              and 454 LIFE SCIENCES, A ROCHE COMPANY CO-PROMOTION AGREEMENT
Fluidigm Corporation		454 Life Sciences
7000 Shoreline Court, Suite 100,		20 Commercial Street
South San Francisco,		Branford
CA 94080 USA		CT 06405 USA
Tel: (650) 266 6000		Tel: (203) 871 2300

This Co-Promotion Agreement (the “Agreement”) is made this     20^th   day of May, 2010, by and between 454 LIFE SCIENCES CORPORATION, A ROCHE COMPANY (“454 Life Sciences”), a Delaware corporation , and     Fluidigm Corporation   (“Fluidigm”), both with their principal offices located at the addresses set forth above. 454 Life Sciences and Fluidigm are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”

PRELIMINARY STATEMENTS

A.        454 Life Sciences is engaged in the business of manufacturing, marketing and selling medical products, including GS FLX System and GS Junior System, which is more specifically described in the Product Description contained in Exhibit A (hereinafter referred to as “454 Life Sciences Product”).

B.        Fluidigm is engaged in the business of manufacturing, marketing and selling medical products, including Access Array System, which is more specifically described in the Product Description contained in Exhibit B (hereinafter referred to as “Access Array System”).

C.        454 Life Sciences wishes to promote the Access Array System and Fluidigm wishes to promote 454 Life Sciences Product(s), both independently and in combination.

D.        The Parties desire to enter into this Agreement in order to establish the terms of this co-promotion arrangement between the Parties.

DEFINITIONS

“Affiliate” –  shall mean a) an organization, which directly or indirectly controls a Party to this Agreement; b) an organization, which is directly or indirectly controlled by a Party to this Agreement; c) an organization, which is controlled, directly or indirectly, by the ultimate parent company of a Party. Control as per a) to c) is defined as owning more than fifty percent of the voting stock of a company or having otherwise the power to govern the financial and the operating policies to appoint the management or to appoint the management of an organization. With respect to ROCHE the term “ Affiliate” shall not include Chugai Pharmaceutical Co. Ltd., 1-1 Nihonbashi-Muromachi 2-chome, Chuo-ku Tokyo, 103-8324, Japan (“Chugai”), unless ROCHE opts for such inclusion of Chugai by giving written notice to Fluidigm.

“Applicable Laws” means all applicable common law, statutes, ordinances, rules, regulations, codes, requirements, laws or orders of any Governmental Authority, including Regulatory Laws.

“Confidential Information” – any and all of the following information of 454 Life Sciences (and/or its Affiliates) or Fluidigm (each, a “Disclosing Party”) that may be hereafter disclosed in any form, whether in writing, orally, electronically or otherwise, or otherwise made available by observation, inspection or otherwise by such Disclosing Party to the other Party (the “Receiving Party”): (a) all information that is a trade secret under applicable trade secret law or other legal requirement; (b) all information concerning product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer hardware, software and computer software and database technologies, systems, structures and architectures; (c) all information concerning the business and affairs of the Disclosing Party (and/or its Affiliates) (which includes historical and current financial statements, financial projections and budgets, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the names and backgrounds of key personnel and personnel training techniques and materials, however documented), and all information obtained from review of the Disclosing Party’s documents or property or discussions with the Disclosing Party regardless of the form of the communication; and (d) all notes, analyses, compilations, studies, summaries and other material prepared by the Receiving Party to the extent containing or based, in whole or in part, upon any information included in the foregoing. For purposes of this Agreement, “454 Life Sciences Confidential Information” shall mean Confidential Information that is disclosed by 454 Life Sciences to Fluidigm, and “Fluidigm Confidential Information” shall mean Confidential Information that is disclosed by Fluidigm to 454 Life Sciences.

“Effective Date” shall mean the date appearing in the first paragraph of this Agreement.

“Governmental Authority” means all agencies, commissions, officials, courts and other governmental and regulatory authorities and instrumentalities of the United States and any other countries in which the Products are manufactured, marketed, sold, tested, investigated or regulated, and all states or other political subdivisions thereof and supranational bodies applicable thereto.

“Manufacturer” means a manufacturer, remanufacturer, repackager and/or relabeler of a product, and/or a person who initiates specifications for a product that is manufactured by a second party.

“Manufacturing Processes” means the methods, processes, materials (including, without limitation, raw materials and manufacturing materials), controls and facilities (including, without limitation, the equipment and equipment location) used in the manufacturing operations to produce the Product(s), including without limitation, the design, manufacture, packaging, labeling, handling, storage, distribution, installation and servicing of the Product(s), as applicable, given the nature of the Product.

“Recall” means the removal or correction (including repair, modification, adjustment, relabeling, destruction, or inspection) of a marketed product.

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“Regulatory Authority” means with respect to any country or jurisdiction, any Governmental Authority involved in granting approval of or regulating the investigation, manufacture, distribution, marketing, sale, pricing or reimbursement of the Products in that country or jurisdiction, including the FDA in the United States.

“Regulatory Laws” means all Applicable Laws governing (i) marketing approval or clearance, import, export, testing, investigation, design, manufacture, packaging, labeling, handling, storage, distribution, installation, servicing, marketing, or sale; (ii) recordkeeping and reporting; (iii) Recalls; or (iv) similar regulatory matters, with respect to the Products.

“Term” means the term of the Agreement as set forth herein.

TERMS

NOW, THEREFORE, in consideration of the foregoing premises and the covenants set forth in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, desiring to be legally bound, agree as follows:

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Each Party shall be responsible for reporting adverse device events, malfunctions, incidents, and other reportable events that the Party is required to report pursuant to the Applicable Laws of any jurisdiction in which the Product(s) is marketed or sold. Each Party shall provide such assistance and information as the other Party reasonably requests to fulfill its reporting obligations for the Product(s).

If either Party receives notice of an inspection, audit, or inquiry by a Governmental Authority relating to the Product(s), arising from any activities under this Agreement, or concerning either Party’s compliance with Applicable Laws in connection with its activities under this Agreement, the Party will notify the other Party as soon as possible, but in no event later than one (1) business day after receipt of such notice or notification. The Parties agree to cooperate with each other during any inspection, investigation or other inquiry, including by providing information or documentation as requested by the Governmental Authority.

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Termination of this Agreement for any reason shall not release any Party hereto from any liability (or obligation assumed and substantially undertaken but not yet accrued) which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights and remedies it may have hereunder at law or in equity which accrued or are based upon any event occurring prior to such termination, subject to any limitations on damages expressly set forth herein.

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IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

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Exhibit A

Product Description

GS FLX System

GS FLX Instrument

The Genome Sequencer instrument is the centerpiece of the Genome Sequencer FLX System. The fluidics subsystem ensures accurate reagent dispensing. It consists of a reagents cassette holding the reagent containers, a sipper manifold, pumps, valves, and debubblers. The fluidics subsystem flows the sequencing reagents across the wells of the PicoTiterPlate device, and moves the spent reagents from the PicoTiterPlate device to the waste receptacle.

The optics subsystem consists of a CCD camera and a camera controller. The camera captures the light emitted in the wells of the PicoTiterPlate device during each step of the sequencing cycle, and sends the digital images to the computer subsystem for processing.

For life science research only. Not for use in diagnostic procedures.

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GS FLX Titanium Series:

The GS FLX Titanium series reagents run on the Genome Sequencer FLX Instrument, a system based on 454’s sequencing-by-synthesis technology. The GS FLX Titanium series improves on the current system with upgraded reagents, consumables, and software.

For life science research only. Not for use in diagnostic procedures.

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GS Junior System

The GS Junior System brings the power of 454 Sequencing technology directly to your laboratory bench top. Benefit from the same proven long-read sequencing performance as the Genome Sequencer FLX System, scaled to suit the needs of individual labs. Quickly proceed from DNA to data to discovery with a simple sample preparation workflow, overnight sequencing and data processing, and a dedicated suite of data analysis software.

For life science research only. Not for use in diagnostic procedures.

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Exhibit B

Product Description

Access Array System

The Access Array™ Integrated Fluidic Circuit (IFC) facilitates parallel amplification of 48 unique samples, in effect preparing 48 sequencing libraries, in just a few hours. Every reaction combines both an amplicon tagging and a barcoding (identification) step that enables all 48 amplicons to be multiplexed at the sequencing step. This powerful chemistry simplifies the up-front preparation and maximizes the utility of today’s next generation sequencers.

The Fluidigm Access Array System can be used with any PCR-based sample preparation method and with the reagents and primers of your choice. The system includes Access Array IFCs—single-use microfluidic chips—two IFC Controller AXs, and the Stand-Alone Thermal Cycler that easily deliver sample throughput and coverage that scale with laboratory needs.

For research use only. Not for use in diagnostic procedures.

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Exhibit C

Co-Promotional Activities

For purposes of clarification, the Agreement Administrators will facilitate discussions related to paragraph 1 or this paragraph 2 but will not have the independent authority to bind the Parties with respect to paragraph1 or 2 activities.

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