WeTable do not utilize stand-alone derivative financial instruments, derivative commodity instruments or other market risk- sensitive instruments, positions or transactions in any material fashion. However, we elected to value and account for certain derivative instruments that are embedded in both the 0% Notes and the Pfizer Note as a hybrid debt instrument in its entirety with adjustments to the fair value reflected in the statement of operations. We used a binomial lattice model as the valuation technique to determine fair value using management assessments and inputs which utilize inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Inputs derived from quoted prices include our stock price, the average yield of B-bonds and the prices of Treasury instruments. Input from management assessments include the probability of certain events occurring during the form of the debt. For the three and nine months ended September 30, 2007, this valuation led to a $1.3 million and $2.1 million, respectively, decrease to the net carrying value of the Pfizer Note. For the three and nine months ended September 30, 2007, the carrying value of the 0% Notes, net of debt issuance costs, was adjusted for a $2.9 million decrease and $2.6 million decrease, respectively. Such adjustments could be substantial in future quarters in certain circumstances, such as if the Company’s common stock price is higher or lower than at September 30, 2007. Contents

TheTable market prices for securities of biotechnology companies in general have been highly volatile and may continue to be highly volatile in the future. Our stock price has fluctuated widely during the last few years from a low of $0.72 per share in September 2002 to a high of $4.40 per share in January 2004. The following factors, in addition to other risk factors described in this section, may have a significant negative impact on the market price of our common stock: Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~September~~March 3031, ~~2007~~2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER: 000-30369

MONOGRAM BIOSCIENCES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

94-3234479

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

(IRS EMPLOYER

IDENTIFICATION NO.)

345 OYSTER POINT BLVD

SOUTH SAN FRANCISCO, CA 94080

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

TELEPHONE NUMBER (650) 635-1100

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the ~~registrant~~Registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate orWeb asite, ~~non-accelerated~~if ~~filer.~~any, ~~See~~every ~~definition~~Interactive ofData File ~~“accelerated~~required ~~filer”~~to ~~and~~be ~~“large~~submitted ~~accelerated~~and ~~filer”~~posted inpursuant to Rule ~~12b~~405 of Regulation S-2T (§232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~ 12 months (~~Check~~or ~~one~~for such shorter period that the registrant was required to submit and post such files):. Yes ¨ No ¨

~~Large~~ Indicate by check mark whether the registrant is a large accelerated filer ~~¨ Accelerated~~, an accelerated filer ~~x Non~~, a non-accelerated filer ¨ or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~Indicate~~¨ byLarge ~~check~~accelerated ~~mark~~filer ~~whether~~x ~~the~~Accelerated ~~registrant~~filer is¨ aNon-accelerated ~~shell~~filer ¨ Smaller reporting company (asDo ~~defined~~not incheck ~~Rule~~if ~~12b-2~~a ofsmaller ~~the~~reporting ~~Exchange Act~~company)~~. Yes ¨ No x~~

AsIndicate ofby ~~November 7,~~check ~~2007~~mark ~~there~~whether ~~were~~the ~~132,306,738~~registrant ~~shares~~is ofa ~~the~~shell ~~registrant’s~~company ~~common~~(as ~~stock~~defined ~~outstanding.~~in Rule 12b-2 of the Exchange

Act). Yes ¨ No x

As of May 1, 2009 there were 23,042,427 shares of the registrant’s common stock outstanding.

MONOGRAM BIOSCIENCES, INC.

INDEX

		PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Balance Sheets as of September 30, 2007 and December 31, 2006	3
	Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008	3
	Condensed Statements of Operations for the three and nine months ended September 30, 2007 and 2006	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008	4
	Condensed Statements of Cash Flows for the nine months ended September 30, 2007 and 2006	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008	5
	Notes to Condensed Financial Statements	6
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2623
Item 4.	Controls and Procedures	2624
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2725
Item 1A.	Risk Factors	2725
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4239
Item 3.	Defaults Upon Senior Securities	4239
Item 4.	Submission of Matters to a Vote of Security Holders	4239
Item 5.	Other Information	4339
Item 6.	Exhibits	4340
Signatures		4542

MONOGRAM BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands~~, except per share data~~)

(Unaudited)

	September 30,2007			December 31,2006
	March 31,2009			December 31,2008 (1)
ASSETS					~~(Note 1~~	)
Current assets:
Cash and cash equivalents	$	1813,~~553~~740		$	815,~~263~~965
Short-term investments		10,933			22,867
Accounts receivable, net		16,332			15,883
Accounts receivable, net		8,694			6,849
Prepaid expenses		627			1,123
Prepaid expenses		1,055			1,234
Inventory		1,462			1,623
Inventory		1,184			961
Other current assets		388			324
Other current assets		248			378
Total current assets		32,549			34,918
Total current assets		40,667			40,552
Property and equipment, net		7,507			7,874
Property and equipment, net		7,388			7,463
Deferred costs		19,092			17,275
Goodwill		9,927			9,927
Deferred costs		5,236			1,783
Other assets		14			38
Other assets		749			1,120
Total assets	$	69,089		$	70,032
Total assets	$	63,967		$	60,845
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,~~864~~404		$	12,~~271~~637
Accrued compensation		23,~~712~~181			2,~~258~~911
Accrued liabilities		4,~~458~~113			4,~~720~~015
Current portion of restructuring costs		610			1,128
Contingent value rights		1,935			1,935
Deferred revenue, current portion		1,140			404
Loans payable		10,118			9,704
Current portion of loans payable and capital lease obligations		4,721			6,355
Other current liabilities		730			660
Contingent value rights		2,102			2,813
Total current liabilities		22,481			21,862
Total current liabilities		17,607			18,949
Long-term 3% convertible promissory note		20,579			18,594
Long-term 3% convertible promissory note		20,683			25,000
Long-term 0% convertible promissory note		13,883			10,468
Long-term 0% convertible promissory note		18,168			—
Long-term deferred revenue		28,171			24,769
Long-term portion of restructuring costs		434			868
Other long-term liabilities		1,211			1,025
Long-term deferred revenue		6,071			1,783
Total liabilities		86,325			76,718
Other long-term liabilities		297			337
Commitments and contingencies (Note 5)
Total liabilities		63,260			46,937
Stockholders’ deficit:
Stockholders’ equity:
Common stock		23			23
Common stock		132			131
Additional paid-in capital		293,378			292,493
Additional paid-in capital		283,082			277,892
Accumulated deficit		(310,637	)		(299,202	)
Accumulated other comprehensive loss		(6	)		(124	)
Total stockholders’ deficit		(17,236	)		(6,686	)
Accumulated deficit		(282,501	)		(263,991	)
Total liabilities and stockholders’ deficit	$	69,089		$	70,032
Total stockholders’ equity		707			13,908
Total liabilities and stockholders’ equity	$	63,967		$	60,845

(1) The condensed consolidated balance sheet as of December 31, ~~2006~~2008 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

See accompanying notes to Condensed Consolidated Financial Statements.

MONOGRAM BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2007			2006			2007			2006
	2009			2008
Revenue:
Product revenue	$	813,~~745~~586		$	1014,~~415~~007		$	~~26,751~~		$	~~35,418~~
Contract revenue		~~463~~605			~~687~~820			~~1,266~~			~~2,310~~
License revenue		~~1,186~~15			—10			~~1,486~~			—
Total revenue		1014,~~394~~206			1114,~~102~~837			~~29,503~~			~~37,728~~
Operating costs and expenses:
Cost of product revenue		56,~~774~~640			56,~~962~~364			~~16,806~~			~~17,307~~
Research and development		35,~~788~~909			46,~~638~~024			~~14,295~~			~~14,421~~
Sales and marketing		43,~~178~~969			34,~~819~~352			~~12,280~~			~~11,264~~
General and administrative		43,~~292~~519			34,~~377~~566			~~12,149~~			~~11,240~~
Total operating costs and expenses		1820,~~032~~037			1721,~~796~~306			~~55,530~~			~~54,232~~
Operating loss		(75,~~638~~831	)		(6,~~694~~469	)		~~(26,027~~	)		~~(16,504~~	)
Convertible debt valuation adjustment and interest income, net		4,340			90			5,057			1,233
Convertible debt valuation adjustment		(5,400	)		4,736
Contingent value rights valuation adjustment		218			—			218			(16,450	)
Interest (expense) income, net		(204	)		6
Net loss before cumulative effect of change in accounting principle		(3,080	)		(6,604	)		(20,752	)		(31,721	)
Net loss	$	(11,435	)	$	(1,727	)
Cumulative effect of change in accounting principle		—			—			2,242			—
Basic and diluted net loss per common share	$	(0.50	)	$	(0.08	)
Net loss after cumulative effect of change in accounting principle	$	(3,080	)	$	(6,604	)	$	(18,510	)	$	(31,721	)
Weighted-average shares used in computing basic and diluted net loss per common share		22,962			22,365
Basic and diluted net loss per common share before cumulative effect of change in accounting principle	$	(0.02	)	$	(0.05	)	$	(0.16	)	$	(0.24	)
Cumulative effect per share of change in accounting principle		—			—			0.02			—
Basic and diluted net loss per common share after cumulative effect of change in accounting principle	$	(0.02	)	$	(0.05	)	$	(0.14	)	$	(0.24	)
Weighted-average shares used in computing basic and diluted net loss per common share		132,393			130,694			132,003			130,223

See accompanying notes to Condensed Consolidated Financial Statements.

MONOGRAM BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2007			2006
	2009			2008
OPERATING ACTIVITIES:
Net loss	$	(1811,~~510~~435	)	$	(311,~~721~~727	)
Adjustments to reconcile net loss to net cash used in operating activities:
Contingent value rights revaluation		(218	)		17,164
Convertible debt valuation adjustment		5,400			(4,736	)
Contingent value rights payment		—			(14,284	)
Depreciation and amortization		615			691
Convertible debt valuation adjustment		(4,653	)		—
Stock-based compensation expense		695			980
Cumulative effect of change in accounting principle		(2,242	)		—
Convertible promissory note interest payment in stock		189			189
Depreciation and amortization		2,321			2,282
401(k) stock matching compensation expense		210			200
Stock-based compensation expense		3,438			4,716
Provision for doubtful accounts		281			235
Provision for doubtful accounts		604			375
Loss on disposal of property and equipment		95			—
Change in assets and liabilities:
Accounts receivable		(~~2,449~~730	)		1(4,~~463~~953	)
Prepaid expenses		~~179~~496			~~(420~~200	)
Inventory		~~(223~~161	)		(75321	)
Other current assets		130			304
Other assets		(40	)		(287	)
Accounts payable		~~593~~(233	)		~~1,076~~274
Accrued compensation		~~454~~270			~~(159~~459	)
Accrued liabilities		~~274~~(78	)		~~1,357~~70
Accrued restructuring costs		(~~952~~144	)		(~~734~~144	)
Contingent value rights		~~(493~~—	)		—12
Deferred revenue, current portion		736			254
Deferred revenue, net of deferred costs		1,799			(203	)
Other long-term liabilities		~~793~~194			22157
Net cash used in operating activities		(202,~~123~~350	)		(188,~~380~~904	)
INVESTING ACTIVITIES:
Purchases of short-term investments		~~(16,948~~—	)		(154,~~039~~085	)
Maturities and sales of short-term investments		~~29,000~~—			4410,~~620~~000
Capital expenditures		(~~1,725~~289	)		(~~1,528~~617	)
Other assets		—			(185	)
Net cash (used in) provided by investing activities		(289	)		5,298
Net cash provided by investing activities		10,327			27,868
FINANCING ACTIVITIES:
Principal payments on loans payable and capital lease obligations		(159,~~561~~586	)		(~~661~~4,294	)
Proceeds from 0% convertible promissory note		20,746			—
Proceeds from loans payable		10,000			10,000
Proceeds from 3% convertible promissory note		—			25,000
Net cash provided by financing activities		414			5,706
Proceeds from loans payable		13,708			5,693
Net (decrease) increase in cash and cash equivalents		(2,225	)		2,100
Contingent value rights payment		—			(42,787	)
Cash and cash equivalents at the beginning of the period		15,965			18,762
Proceeds from issuance of common stock		1,193			3,681
Cash and cash equivalents at the end of the period	$	13,740		$	20,862
Net cash provided by (used in) financing activities		20,086			(9,074	)
Net increase in cash and cash equivalents		10,290			414
Cash and cash equivalents at the beginning of the period		8,263			7,616
Cash and cash equivalents at the end of the period	$	18,553		$	8,030
SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES
Convertible promissory note interest payment	$	560		$	—
Assets acquired under capital leases	$	245		$	—

See accompanying notes to Condensed Consolidated Financial Statements.

MONOGRAM BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2007~~2009

(Unaudited)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The accompanying unaudited condensed financial statements have been prepared by~~ Monogram Biosciences, ~~Inc.,~~is ~~also~~a ~~referred to as the Company, Monogram, we, us, or our, in accordance with accounting principles generally~~life ~~accepted~~sciences incompany ~~the~~committed ~~United~~to ~~States~~advancing ~~for~~personalized ~~interim~~medicine ~~financial information~~ and ~~with~~improving ~~the~~patient ~~instructions~~outcomes tothrough ~~Form~~the ~~10-Q~~development ~~and Article 10~~ of ~~Regulation~~innovative ~~S-X.~~molecular ~~Accordingly,~~diagnostic ~~they~~products dothat ~~not~~guide ~~include~~and ~~all~~target of the ~~information~~most ~~and~~appropriate ~~footnotes required by U~~treatments.S. ~~generally~~Through ~~accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of~~ a ~~normal recurring nature) considered necessary for a fair presentation have been included.~~comprehensive ~~Operating~~understanding ~~results for the three-month and nine-month periods ended September 30, 2007, are not necessarily indicative~~ of ~~the results that may be expected for the year ending December 31~~genetics, ~~2007,~~biology orand ~~any~~pathology ~~other future periods. The condensed balance sheet as~~ of ~~December 31,~~particular ~~2006~~diseases, ~~has been derived from~~ the ~~audited~~Company ~~financial~~has ~~statements~~pioneered asand ofis ~~that~~developing ~~date~~molecular ~~but~~diagnostics ~~does not include all of the information~~ and ~~footnotes~~laboratory ~~required~~services bythat ~~U.S.~~are ~~generally~~designed ~~accepted accounting principles for complete financial statements. For further information, refer~~ to: ~~the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2006.~~

~~Reference~~• isenable ~~made~~physicians to ~~“Summary~~better ofmanage ~~Significant~~infectious ~~Accounting~~diseases ~~Policies”~~and ~~included~~cancers inby providing the ~~Company’s~~critical ~~Annual~~information ~~Report~~that onhelps ~~Form~~them ~~10-K~~prescribe ~~for~~personalized ~~the~~treatments ~~year~~for ~~ended December 31,~~patients ~~2006.~~by Asmatching of the ~~date~~underlying ofmolecular ~~the~~features ~~filing~~ of ~~this~~an ~~Quarterly~~individual ~~Report,~~patient’s ~~the~~disease ~~Company did not identify any significant changes~~ to the ~~critical~~drug ~~accounting~~expected ~~policies~~to ~~discussed~~have inmaximal ~~our~~therapeutic ~~Annual~~benefit; ~~Report for the year ended December 31, 2006, except as described below.~~ and

~~Fair~~• ~~Value~~enable ofpharmaceutical ~~Financial~~companies ~~Instruments~~to develop new and improved anti-viral therapeutics and targeted cancer therapeutics more efficiently and cost effectively by providing enhanced patient selection and monitoring capabilities throughout the development process.

~~The~~Through ~~carrying~~this approach, ~~value~~the ofCompany ~~cash~~has ~~and~~become ~~cash~~a ~~equivalents,~~leader ~~short-term~~in ~~investments,~~developing ~~accounts~~and ~~receivable,~~commercializing ~~accounts~~innovative ~~payable,~~products ~~other~~that ~~accrued~~help ~~expenses~~guide and ~~short-term~~improve ~~obligations~~the ~~approximate~~treatment ~~fair~~of ~~value~~infectious ~~based on the highly liquid~~diseases, ~~short-term~~ ~~nature~~cancer ofand ~~these~~other ~~instruments~~serious diseases. The Company’s ~~also~~goal ~~has~~with ~~long-term~~personalized ~~instruments~~medicine is ~~consisting~~to ofenable ~~debt~~the ~~obligations.~~management ~~The~~of ~~Company~~diseases ~~values~~at ~~debt~~the ~~obligations~~individual inpatient ~~accordance~~level ~~with~~through the ~~guidelines~~use ~~set~~of ~~forth~~sophisticated indiagnostics ~~SFAS~~that ~~155,~~permit ~~“Accounting~~the ~~for~~targeting ~~Certain~~of ~~Hybrid Financial~~therapeutics ~~Instruments”~~to ~~and~~those ~~SFAS~~patients ~~159,~~most ~~“The~~likely ~~Fair~~to ~~Value~~respond ~~Option~~to ~~for~~or ~~Financial~~benefit ~~Assets~~from ~~and~~them, ~~Financial~~thereby ~~Liabilities”~~offering ~~using~~ the right ~~framework~~treatment ~~established~~to bythe ~~SFAS 157,~~right ~~“Fair~~patient ~~Value~~at ~~Measurements”~~the ~~for~~right ~~measuring fair value~~time.

~~Revenue~~Over ~~Recognition~~the last several years, Monogram Biosciences has built a business based on the personalized medicine approach to human immunodeficiency virus (“HIV”) with drug resistance testing and, more recently, with a unique patient selection test, Trofile. With the commercialization in 2008 of the first product based on the Company’s proprietary VeraTag technology, the Company has begun to leverage the experience and infrastructure built in the HIV treatment market to the larger market opportunity in cancer treatment. In the future, the Company plans to seek opportunities to address an even broader range of serious diseases. Monogram Biosciences was incorporated in the state of Delaware, in November 1995, and commenced commercial operations in 1999.

~~License~~The ~~Revenue~~accompanying unaudited condensed consolidated financial statements have been prepared by Monogram Biosciences, Inc., also referred to as the Company, Monogram, we, us, or our, in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting only of adjustments of a normal recurring nature) considered necessary for a fair presentation have been included. Consolidated operating results for the three month period ended March 31, 2009, are not necessarily indicative of the results that may be expected for the year ending December 31, 2009, or any other future periods. The condensed consolidated balance sheet as of December 31, 2008 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.

The Company’s ~~recognizes~~condensed ~~revenue~~consolidated ~~from~~financial ~~up-front~~statements ~~license~~contemplate ~~fees~~the ~~when~~conduct of the ~~earnings~~Company’s operations ~~process~~in isthe ~~complete~~normal course of business. The Company has incurred net losses since inception and there can be no ~~further~~assurance ~~obligations~~that ~~exist~~the Company will attain profitability. IfThe ~~further~~Company ~~obligations exist,~~had a net loss of $11.4 million for the ~~up-front~~three ~~license~~months ~~fee~~ended March 31, is2009 ~~recognized~~and ~~ratably~~an ~~over~~accumulated ~~the~~deficit ~~obligation~~of ~~period~~approximately $310.6 ~~Royalties~~million ~~received~~at ~~under~~March 31, ~~the~~2009. ~~license~~Cash ~~are~~and ~~recorded~~cash asequivalents ~~earned~~declined infrom ~~accordance~~$16.0 ~~with~~million ~~contract~~at ~~terms~~December 31, ~~when~~2008 ~~third-party~~to ~~results~~$13.7 ~~are~~million ~~reliably~~at ~~measured~~March 31, ~~and~~2009. ~~collectibility~~If isthe Company’s ~~reasonably~~losses ~~assured~~continue, its liquidity may be impaired.

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~has funded its operations, since inception, primarily through public and private sales of common and preferred stock, issuance of convertible debt, equipment financing arrangements, product revenue, contract revenue, advances by pharmaceutical company customers and borrowings under a revolving line of credit. In May 2006, the Company issued a 3% Senior Secured Convertible Note to Pfizer in the principal amount of $25.0 million, which matures on May 19, 2010. See Note 8 “Collaboration and Note Purchase Agreement” for further discussion. At March 31, 2009 and December 31, 2008, the Company had borrowings under a Credit and Security Agreement (“Credit Agreement”) of $10.0 million and $9.6 million, respectively. See Note 9 “Credit and Security Agreement” for further discussion. The Credit Agreement provides the Company with borrowings against eligible accounts receivable up to a maximum of $10 million, which expires on March 27, 2010.

InAs ~~February~~of ~~2006,~~March ~~the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155~~31, ~~“Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”). SFAS 155 amends SFAS 133 “Accounting for Derivative Instruments and Hedging Activities~~2009,” ~~(“SFAS~~the ~~133”)~~Company ~~and~~anticipates ~~SFAS 140~~that ~~“Accounting~~its ~~for~~sources ~~Transfers~~of ~~and~~liquidity ~~Servicing~~will ofbe ~~Financial~~sufficient ~~Assets~~to ~~and~~meet ~~Extinguishments~~its ofobligations ~~Liabilities”~~without ~~and addresses~~ the ~~application~~disposition of ~~SFAS 133 to beneficial interests in securitized financial~~ assets. outside ~~SFAS 155~~of ~~establishes~~the aordinary ~~requirement~~course toof ~~evaluate~~business ~~interests in securitized financial assets to identify interests that are freestanding derivatives~~ or ~~that~~significant ~~are~~revisions ~~hybrid~~of ~~financial~~our ~~instruments~~planned ~~that~~operations ~~contain~~through anthe ~~embedded~~next ~~derivative~~twelve ~~requiring bifurcation~~months. ~~Additionally~~However, ~~SFAS 155~~significant ~~permits~~changes ~~fair~~in ~~value~~the ~~measurement~~credit ~~for~~limit ~~any~~or ~~hybrid~~payment ~~financial~~terms ~~instrument~~of ~~that~~the ~~contains~~existing anCredit ~~embedded~~Agreement ~~derivative~~or ~~that otherwise would require bifurcation. SFAS 155 is effective for fiscal years beginning after September 15, 2006. The Company elected to adopt SFAS 155 to measure~~ the ~~fair~~lack ~~value~~ of ~~the~~access ~~0% Notes as a hybrid debt instrument in its entirety with adjustments~~ to the ~~fair~~credit ~~value~~market ~~reflected~~could inadversely impact the ~~statement~~Company’s ~~of operations~~liquidity. ~~See~~If ~~“0%~~such ~~Convertible~~funds ~~Senior~~are ~~Unsecured~~not ~~Notes”~~available ~~Note~~on 7commercially ~~below~~reasonable ~~for~~terms, aor ~~discussion~~even ofif ~~the~~such ~~effects of adopting SFAS 155.~~

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. See Note 10 “Income Taxes” to the financial statements for further discussion.

In funds ~~September~~are ~~2006,~~available should the ~~FASB~~Company ~~issued~~choose ~~SFAS No. 157,~~to ~~“Fair~~further ~~Value~~reduce ~~Measurements” (“SFAS~~its ~~157”).~~costs ~~This~~due ~~standard~~to ~~establishes~~uncertainty in the ~~framework~~economic ~~for~~environment ~~measuring~~and ~~fair~~the ~~value~~Company’s ~~and~~business, ~~expands~~ the Company ~~disclosure~~may ~~requirement~~be ~~for~~required ~~fair~~to ~~value~~curtail ~~measurements.~~operations, ~~SFAS~~or ~~157~~sell issignificant ~~effective~~assets ~~for~~and ~~fiscal~~could ~~years~~adversely ~~beginning~~impact ~~after~~the ~~November 15,~~Company’s ~~2007~~liquidity. ~~The~~In addition, the Company ~~elected~~ may choose to ~~early~~raise ~~adopt~~additional ~~SFAS~~capital ~~157,~~due ~~effective~~to ~~January 1,~~market ~~2007~~conditions ~~and~~or ~~concluded~~strategic considerations even if the Company believes that ~~SFAS~~it ~~157~~has issufficient ~~applicable~~funds tofor ~~the~~current ~~valuation~~or offuture ~~the~~operating ~~Pfizer~~plans. ~~Note~~These ~~and~~funds ~~the~~may 0%not ~~Convertible~~be ~~Senior~~available ~~Unsecured~~on ~~Notes~~favorable ~~(“0%~~terms, ~~Notes”)~~or may not be available at all. ~~See~~The ~~“0%~~Company ~~Convertible~~expects ~~Senior~~negative cash flow from operations to continue ~~Unsecured~~through ~~Notes”~~at ~~Note~~least 72009 and ~~“Collaboration~~expects that its available cash and ~~Note~~cash ~~Purchase~~equivalents ~~Agreement”~~of ~~Note~~$13.7 8million ~~below~~at ~~for~~March 31, a2009, ~~discussion~~as ofwell as funds provided by the ~~effects~~sale of ~~adopting~~its ~~SFAS~~products, ~~157~~contract revenue, and borrowings under accounts receivable and equipment financing arrangements will be adequate to fund operations at least for the next twelve months.

InReference ~~December~~is ~~2006,~~made ~~the~~to ~~FASB issued FASB Staff Position (~~“~~FSP”)~~Summary ~~EITF~~of Significant ~~00-19-2~~Accounting ~~(“FSP EITF 00-19-2~~Policies”), ~~Accounting~~included ~~for~~in ~~Registration~~the ~~Payment~~Company’s ~~Arrangements.~~Annual ~~Adoption~~Report ofon ~~FSP~~Form ~~EITF 00~~10-~~19-02~~K ~~is required~~ for ~~fiscal~~ ~~years~~the ~~beginning~~year ~~after~~ended December 1531, ~~2006~~2008. ~~FSP~~As ~~EITF~~of ~~00-19-2~~the ~~requires~~date ~~contingent~~of ~~obligations~~the ~~under~~filing aof ~~registration~~this ~~payment~~Quarterly ~~arrangement~~Report, tothe beCompany ~~recognized~~did ~~and~~not ~~measured~~identify inany ~~accordance~~significant ~~with~~changes ~~SFAS No. 5, “Accounting for Contingencies”~~to ~~(“SFAS 5”).~~the ~~SFAS 5~~critical ~~requires~~accounting ~~loss~~policies ~~contingencies~~discussed toin beour ~~accrued~~Annual ~~and~~Report ~~expensed~~for ifthe ~~they~~year ~~are~~ended ~~probable~~December 31, ~~and reasonably estimable~~2008. ~~The adoption of FSP EITF 0-19-2 did not impact our financial statements.~~

InRecent ~~February~~Accounting ~~2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”~~Pronouncements (“SFAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company elected to early adopt SFAS 159, effective January 1, 2007, to measure the fair value of the 3% Senior Secured Convertible Note (the “Pfizer Note”) as a hybrid debt instrument in its entirety with adjustments to the fair value reflected in the statement of operations. See “Collaboration and Note Purchase Agreement” Note 8 below for a discussion of the effects of adopting SFAS 159.

In June ~~2007~~2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) ~~reached~~03-6-1, a“Determining ~~final~~Whether ~~consensus~~Instruments Granted onin ~~EITF~~Share-Based ~~Issue~~Payment NoTransactions Are Participating Securities”. ~~07-3,~~ ~~“Accounting~~FSP ~~for~~EITF ~~Nonrefundable Advance~~03-6-1 ~~Payments~~concluded ~~for~~that ~~Goods~~unvested orshare-based ~~Services~~payment toawards Bethat ~~Used~~contain innon-forfeitable ~~Future~~rights ~~Research~~to ~~and~~dividends ~~Development~~or ~~Activities”~~dividend equivalents (~~“EITF 07-3”). EITF~~whether ~~07-3~~paid isor ~~effective~~unpaid) ~~for~~are participating ~~fiscal~~securities ~~years~~and ~~beginning~~shall ~~after~~be ~~December 15,~~included ~~2007. EITF~~in ~~07-3~~the ~~requires~~computation ~~that non-refundable~~of ~~advance~~basic ~~payments~~earnings ~~for~~per ~~future~~share ~~research~~(EPS) ~~and~~of ~~development~~this ~~activities~~nature beare ~~capitalized~~considered ~~until~~participating securities and the ~~goods~~two-class ~~have~~method ~~been~~of ~~delivered~~computing orbasic ~~related~~and ~~services~~diluted ~~have~~earnings ~~been~~per ~~performed~~share must be applied. ~~The~~ FSP ~~Company~~EITF ~~does~~03-6-1 ~~not~~became ~~expect~~effective for the ~~adoption~~Company ofon ~~EITF~~January ~~07-3~~1, to2009. ~~have~~The ~~a significant~~implementation of this standard did not impact onthe ~~its~~Company’s ~~financial~~earnings ~~statements~~per share calculation.

~~Cumulative~~In ~~Effect~~May of2008, ~~Change~~the inFinancial Accounting ~~Principle~~Standards Board (“FASB”) issued FSP Accounting Principles Board (“APB”) 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)”, that alters the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements upon conversion. FSP APB 14-1 is effective for us beginning January 1, 2009. The adoption of this standard did not impact the Company’s convertible notes nor impact its consolidated financial statements for the three month period ending March 31, 2009.

WeIn ~~elected~~April to2008, ~~early~~the ~~adopt~~Financial ~~SFAS~~Accounting ~~159,~~Standards ~~effective~~Board ~~January~~(“FASB”) issued FASB Staff Position No. 1142-3, ~~2007,~~“Determination toof ~~measure~~ the ~~fair~~Useful ~~value~~Life of ~~the~~Intangible ~~Pfizer~~Assets” ~~Note~~(“FSP as142-3”). aThe ~~hybrid~~FSP ~~debt~~amends ~~instrument~~the factors that should be considered in ~~its entirety~~developing ~~with~~renewal ~~adjustments~~or extension assumptions used to determine the ~~fair~~useful ~~value~~life ~~reflected~~of as a recognized ~~non-operating~~intangible ~~expense~~asset inunder ~~the~~SFAS ~~statement~~No. 142, of“Goodwill ~~operations~~and Other Intangible Assets”. The ~~impact~~intent of ~~adopting~~the ~~SFAS~~FSP ~~159~~is ~~resulted~~to inimprove anthe ~~adjustment~~consistency ~~for~~between the ~~cumulative~~useful ~~effect~~life of ~~change~~a inrecognized ~~accounting~~intangible ~~principle~~asset ofunder $2SFAS No.2 142 ~~million~~and the ~~for~~period of expected cash flows used to measure the ~~nine~~fair ~~months~~value ~~ended~~of ~~September~~the asset under SFAS No. 30141(R), ~~2007~~“Business Combinations,” and other U.S. generally accepted accounting principles. The adoption of this standard, effective January 1, 2009, did not impact the Company’s consolidated financial statements.

In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“FAS 161”). The standard was issued by the FASB to enhance the current disclosure framework in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“FAS 133”). FAS 161 addresses concerns that the disclosures required by FAS 133 do not provide adequate information about the impact derivative instruments can have on an entity’s financial position, results of operations, and cash flows. The adoption of this standard, effective January 1, 2009, did not impact the Company’s consolidated financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“FAS 141R”). FAS 141R establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the fair value of identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at the acquisition date. FAS 141R determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The provisions of FAS 141R became effective on January 1, 2009 and will only impact the Company should it be a party to a future business combination.

In December 2007, the FASB issued FAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“FAS 160”), an amendment of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” (“ARB 51”). FAS 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method significantly changes the accounting for transactions with minority interest holders. This statement is effective for the Company on January 1, 2009. The adoption of this standard had no impact to the Company’s consolidated financial statements.

2. INVENTORY

Inventory is stated at the lower of standard cost, which approximates actual cost on a first-in, first-out basis, or market. If inventory costs exceed expected market value due to obsolescence or lack of demand, ~~reserves~~ write-offs are recorded for the difference between the cost and the estimated market value. ~~These reserves are based on estimates. Inventory consists of the following:~~

	September 30,2007		December 31,2006
	(In thousands)
Raw materials	$	711	$	685
Work in process		473		276
Total	$	1,184	$	961

3. LOSS PER COMMON SHARE

Basic and diluted loss per common share is calculated based on the weighted-average number of common shares outstanding during the periods presented. Potentially dilutive securities have been excluded from the diluted loss per common share computations in all periods presented as such securities have an anti-dilutive effect on loss per common share due to the Company’s net loss. At September 30, 2007 and 2006, these potentially dilutive securities are as follows:

	September 30,
	2007	2006
	(In thousands)
Convertible promissory notes (as if converted basis)	21,148	9,243
Outstanding warrants	719	819
Outstanding stock options	20,807	19,218
Total	42,674	29,280

3. LOSS PER COMMON SHARE

Basic and diluted loss per common share is calculated based on the weighted-average number of common shares outstanding during the periods presented. Potentially dilutive securities have been excluded from the diluted loss per common share computations in all periods presented as such securities have an anti-dilutive effect on loss per common share due to the Company’s net loss. At March 31, 2009 and December 31, 2008, these potentially dilutive securities are as follows:


	March 31, 2009	December 31, 2008
	(In thousands)
3% Convertible promissory note (as if converted basis)	1,540	1,540
0% Convertible promissory note (as if converted basis)	1,984	1,984
Outstanding warrants	4	4
Outstanding stock options	4,799	3,954

Total	8,327	7,482

4. CONTINGENT VALUE RIGHTS

As part of the merger with ACLARA BioSciences, Inc. (“ACLARA”), the Company issued Contingent Value Rights (“CVRs”) to ACLARA stockholders and was obligated to issue CVRs to holders of assumed ACLARA stock options upon future exercise of those options. In June 2006, the amount payable related to the outstanding CVRs was determined at $05.8828 per CVR and holders of assumed ACLARA options are entitled to receive a cash payment of $05.8828, upon future exercise of those options~~, for each CVR that would have been issuable to them had the option been exercised prior to the CVR maturity date~~. At ~~September~~March 3031, ~~2007~~2009, assumed ACLARA options to purchase ~~2.3 million~~approximately 350,000 shares of the Company’s common stock were outstanding, ofand ~~which approximately 35,000 shares were unvested~~exercisable. The aggregate potential liability related to ~~all~~ these options at ~~September~~March 3031, ~~2007~~2009, was $21.09 million, which is reflected on the consolidated balance sheet in current liabilities. If ~~these~~all ~~vested~~of these options ~~are~~were exercised, the Company ~~will~~would receive aggregate exercise proceeds of $4.61 million, ~~offsetting~~offset ~~potential~~by the ~~CVR payments of~~ $21.09 million in CVR liability.

5. COMMITMENTS AND CONTINGENCIES

Commitments

AtAs ~~September~~of March 3031, ~~2007~~2009, the Company ~~leased~~held aseveral ~~building~~leases and ~~building~~a ~~space~~sublease of ~~approximately 41,000~~ buildings and ~~9,000 square feet, respectively, and subleased additional~~ office space ~~of approximately 27,000 square feet~~ in South San Francisco, California~~. The lease of the 9~~,~~000~~ ~~square~~as ~~foot~~follows: building space expires in August 2008. In October 2007, the Company extended its lease of the 41,000 square foot building and subleased office space and entered into a lease agreement for an additional facility in South San Francisco of approximately 40,000 square feet. See Note 11, “Subsequent Events” to the financial statements for further discussion.

As• aTwo ~~result~~leases of ~~the merger with ACLARA, at December 31, 2004, the Company assumed the lease for a facility of~~ approximately 4441,~~200~~000 ~~square feet of office~~ and ~~laboratory space in Mountain View~~40,000 ~~California.~~square ~~On February 7~~foot, ~~2007~~respectively, ~~the Company entered into a lease termination agreement with the landlord to terminate the lease prior to its scheduled expiry. The termination~~ of ~~the~~laboratory ~~lease was subject to a specified third party executing a new lease with the landlord on terms~~ and ~~conditions~~office ~~satisfactory~~space ~~to the landlord and the landlord has notified the Company that this has occurred. The Company has an obligation to pay the landlord specified amounts over the remainder of the former lease term, or~~ through ~~June~~April ~~2009.~~2018; ~~As of September 30, 2007, the remaining obligation was $1.0 million, which is included in the table below.~~ and

•

A sublease of approximately 27,000 square feet of laboratory and office space through May 2011.

As a result of the merger with ACLARA, at December 31, 2004, the Company assumed the lease for a facility of approximately 44,200 square feet of office and laboratory space in Mountain View, California. As of March 31, 2009, the remaining obligation was approximately $0.1 million, which is included in the table below. See Note 6 “Restructuring” for further analysis of restructuring charges.

InAt ~~connection~~March 31, ~~with~~2009, ~~the~~future ~~merger~~minimum ~~with~~payments ~~ACLARA,~~under the Company’s iscontractual ~~obligated to make cash payments of $0.88 per~~obligations, ~~share~~excluding tothe ~~holders~~lease ofassignment ~~assumed~~guarantee ~~ACLARA~~and ~~stock options upon future exercise of those options. See Note 4~~CVR’s, ~~“Contingent~~are ~~Value~~as ~~Rights,”~~follows: ~~to the financial statements for further discussion.~~

At September 30, 2007, future minimum payments are as follows:


	Payments Due By Period
	Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years		Total
	(In thousands)
Purchase obligations	$	1,012	$	46	$	—	$	—	$	1,058
Operating lease obligations		3,205		7,137		7,541		16,949		34,832
Equipment financing arrangements		83		—		—		—		83
0% Convertible Senior Unsecured Note		—		30,000		—		—		30,000
3% Senior Secured Convertible Note		—		25,000		—		—		25,000
3% Convertible Note interest payment (1)		750		284		—		—		1,034
Loans payable		10,000		—		—		—		10,000

Total	$	15,050	$	62,467	$	7,541	$	16,949	$	102,007

	Payments Due By Period
	Less Than1 Year		1-3 Years		3-5 Years		More Than5 Years		Total
	(In thousands)
Purchase obligations	$	965	$	965	$	234	$	—	$	2,164
Operating lease obligations	$	2,056	$	2,281	$	22	$	—	$	4,359
Equipment financing arrangements		222		126		—		—		348
0% Convertible Senior Unsecured Note		—		—		30,000		—		30,000
3% Senior Secured Convertible Note		—		25,000		—		—		25,000
3% Senior Secured Convertible Note interest payment (1)		750		1,412		—		—		2,162
Loans payable		4,435		—		—		—		4,435
Total	$	8,428	$	29,784	$	30,256	$	—	$	68,468

(1)	Subject to certain limitations, the Company is entitled to make such interest payments using shares of its common stock.

In connection with the merger with ACLARA, the Company is obligated to make cash payments of $05.8828 per share to holders of assumed ACLARA stock options upon future exercise of those options. See Note 4, “Contingent Value Rights,” ~~to the financial statements~~ for further discussion.

In June 2002, the Company assigned a lease of excess laboratory and office space and sold the related leasehold improvements and equipment to a third party. In ~~the~~October ~~event of default by the assignee~~2007, the Company ~~would~~extended bethe ~~contractually obligated~~terms ~~for~~of ~~payments under~~ the ~~lease~~subleased ~~of:~~office ~~$0.2~~space ~~million~~relating into ~~2007;~~this ~~$1.5~~lease ~~million~~assignment, inwhich decreases ~~2008;~~our ~~$1.6~~payment ~~million~~obligation in ~~2009;~~the ~~$1.6~~event ~~million~~of indefault ~~2010~~by ~~and~~the $0assignee.7 ~~million in 2011.~~ In ~~October 2007,~~ the ~~Company~~event ~~extended its lease~~ of ~~subleased~~default ~~office~~by ~~space~~the ~~relating~~assignee, tothe ~~this lease~~Company ~~assignment,~~would ~~which~~be ~~decreases~~contractually ~~the~~obligated ~~payment~~for ~~obligation~~payments inunder the ~~event~~lease of: ~~default by the assignee~~$0.5 ~~See~~million ~~Note~~in ~~11,~~2009; ~~“Subsequent~~$0.7 ~~Events”~~million toin ~~the~~2010 ~~financial~~and ~~statements~~$0.3 million ~~for~~in ~~further discussion~~2011.

Contingencies

~~The Company was informed by Bayer~~From ~~Diagnostics~~time ~~(now~~to ~~a unit of Siemens AG) or Bayer~~time, ~~in 2004, that it believed~~ the Company ~~requires~~may ~~one~~have orcertain ~~more~~contingent ~~licenses~~liabilities tothat ~~patents~~arise ~~controlled by Bayer~~ in ~~order~~the toordinary ~~conduct~~course ~~certain~~ of ~~the~~its ~~Company’s~~business ~~current and planned operations and~~ activities. The ~~Company,~~ ~~in turn, believes that Bayer may require one or more licenses to patents controlled by the~~ Company. ~~Although~~accrues ~~the Company believes it does not need~~ a ~~license~~liability ~~from Bayer~~ for ~~its~~such ~~HIV~~matters ~~products,~~when ~~the~~it ~~Company~~is ~~has~~probable ~~had~~that ~~discussions~~future ~~with~~expenditures ~~Bayer concerning~~will ~~the~~be ~~possibility~~made ~~of entering into a cross-licensing or other arrangement,~~ and ~~believes~~such expenditures ~~that,~~can ~~if necessary, licenses from Bayer would~~ be ~~available~~reasonably ~~to the Company on commercial terms~~estimated.

~~ACLARA~~For instance, ~~with which~~ the Company ~~merged,~~was ~~and~~informed ~~certain~~in of2002 ~~its~~by ~~former~~Bayer ~~officers~~Diagnostics ~~and~~(now ~~directors, referred to together as the ACLARA defendants, are named as defendants in~~ a ~~securities~~unit ~~class action lawsuit filed in the United States District Court for the Southern District~~ of ~~New~~Siemens ~~York. This action~~AG), ~~which was filed on November 13, 2001, and is now captioned ACLARA BioSciences, Inc. Initial Public~~ ~~Offering~~or ~~Securities Litigation~~Bayer, ~~also~~that ~~names~~it ~~several~~believed of the ~~underwriters~~Company ~~involved~~required inone ~~ACLARA’s initial public offering,~~ or ~~IPO,~~more aslicenses ~~defendants.~~to ~~This~~patents ~~class~~controlled ~~action~~by isBayer ~~brought~~in onorder ~~behalf~~to ofconduct acertain ~~purported class~~ of ~~purchasers of ACLARA common stock from~~ the ~~time of ACLARA~~Company’s ~~March 20,~~current ~~2000~~and ~~IPO~~planned ~~through~~operations ~~December 6,~~and ~~2000~~activities. The ~~central~~Company, ~~allegation~~ in ~~this~~turn, ~~action~~believed is that ~~the~~Bayer ~~underwriters in the ACLARA IPO solicited and received undisclosed commissions from, and entered into undisclosed~~may ~~arrangements~~require ~~with,~~one ~~certain~~or ~~investors~~more ~~who~~licenses ~~purchased~~to ~~ACLARA~~patents ~~stock~~controlled inby the ~~IPO and the after-market~~Company. ~~The~~Although ~~complaint also alleges that~~ the ~~ACLARA~~Company ~~defendants~~believes ~~violated~~it ~~the~~does ~~federal~~not ~~securities~~need ~~laws~~a bylicense ~~failing~~from toBayer ~~disclose~~for inits ~~the~~HIV ~~IPO~~products, ~~prospectus~~it ~~that~~held ~~the underwriters~~preliminary ~~had~~discussions ~~engaged~~with ~~in these allegedly undisclosed arrangements. More than 300 issuers who went public between 1998 and 2000 have been named in similar lawsuits. In July 2002~~Bayer, anprior ~~omnibus motion~~ to ~~dismiss all complaints against issuers~~ and ~~individual~~ ~~defendants affiliated with issuers (including ACLARA defendants) was filed by the entire group of issuer defendants~~ in ~~these similar actions. On February 19~~2004, ~~2003,~~concerning the ~~Court in this action issued its decision on the defendants’~~possibility ~~omnibus motion to dismiss. This decision dismissed the Section 10(b) claim as to ACLARA but denied the motion to dismiss Section 11 claim as to ACLARA and virtually all~~ of ~~the~~entering ~~other~~into ~~defendants. On June 26, 2003, the plaintiffs in the consolidated class action lawsuits announced~~ a ~~proposed~~cross-licensing ~~settlement~~or ~~with ACLARA and the~~ other ~~issuer defendants~~arrangement. ~~The proposed settlement, which was approved by ACLARA’s board of directors, provides that the insurers of all~~

ACLARA, with which the Company merged in December 2004, and certain of its former officers and directors, referred to together as the ACLARA defendants, are named as defendants in a securities class action lawsuit filed in the United States District Court for the Southern District of New York. This action, which was filed on November 13, 2001, and is now captioned ACLARA BioSciences, Inc. Initial Public Offering Securities Litigation, also names several of the underwriters involved in ACLARA’s initial public offering, or IPO, as defendants. This class action is brought on behalf of a purported class of purchasers of ACLARA common stock from the time of ACLARA’s March 20, 2000 IPO through December 6, 2000. The central allegation in this action is that the underwriters in the ACLARA IPO solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased ACLARA stock in the IPO and the after-market, and that the ACLARA defendants violated the federal securities laws by failing to disclose in the IPO prospectus that the underwriters had engaged in these allegedly undisclosed arrangements. More than 300 issuers who went public between 1998 and 2000 have been named in similar lawsuits. In February 2003, after the issuer defendants (including the ACLARA defendants) filed an omnibus motion to dismiss, the court dismissed the Section 10(b) claim as to the Company, but denied the motion to dismiss the Section 11 claim as to the Company and virtually all of the other issuer-defendants.

On June 26, 2003, the plaintiffs in the consolidated class action lawsuits announced a proposed settlement with ACLARA and the other issuer defendants. This proposed settlement was terminated on June 25, 2007, following the ruling by the United States Court of Appeals for the 2nd Circuit on December 5, 2006, reversing the District Court’s granting of class certification in the six focus cases currently being litigated in this proceeding. The proposed settlement, which had been approved by ACLARA’s board of directors, provided that the insurers of all settling issuers would guarantee that the plaintiffs recover $1 billion from non-settling defendants. Under the proposed settlement, the maximum amount that could have been charged to ACLARA’s insurance policy in the event that the plaintiffs recovered nothing from the investment banks would have been approximately $3.9 million. The Company believes that ACLARA had sufficient insurance coverage to cover the maximum amount that we may be responsible for under the proposed settlement.

~~settling~~On ~~issuers~~August 14, ~~will~~2007, ~~guarantee~~Plaintiffs ~~that~~filed ~~the~~Amended ~~plaintiffs~~Master ~~recover~~Allegations. $1On ~~billion~~September 27, ~~from non-settling defendants~~2007, ~~including~~ the Plaintiffs ~~investment~~filed ~~banks~~a ~~who~~renewed ~~acted~~Motion asfor ~~underwriters in~~Class ~~those offerings~~Certification. InDefendants ~~the~~filed ~~event~~a ~~that~~Motion ~~the~~to ~~plaintiffs~~Dismiss dothe ~~not~~focus ~~recover~~cases $1on ~~billion~~November 9, ~~the insurers for the settling issuers will make up the difference~~2007. ~~Under~~On ~~the~~March 26, ~~proposed settlement~~2008, the ~~maximum~~Court ~~amount~~ruled ~~that~~on ~~could~~the beMotion ~~charged~~ to ~~ACLARA’s~~Dismiss, ~~insurance policy~~holding ~~in the event~~ that the plaintiffs ~~recovered nothing from the investment banks would be approximately $3.9 million. The Company believes that ACLARA~~ had ~~sufficient~~adequately pleaded ~~insurance~~their ~~coverage~~Section 10(b) toclaims ~~cover~~against ~~the~~both ~~maximum amount that~~ the ~~Company~~Issuer ~~may~~Defendants ~~be responsible~~and ~~for under~~ the ~~proposed~~Underwriter ~~settlement~~Defendants. OnAs ~~August 31,~~to ~~2005,~~ the ~~Court granted unconditional preliminary approval of the proposed settlement. On April~~Section ~~24,~~11 ~~2006~~claim, the ~~District~~ Court ~~held~~dismissed ~~a fairness hearing to determine whether~~ the ~~proposed~~ ~~settlement~~claims ~~should~~brought beby ~~approved. The~~those ~~District~~plaintiffs ~~Court~~who ~~did~~sold ~~not~~their ~~reach~~securities ~~an opinion on this issue, because on December 5, 2006, the United States Court of Appeals~~ for ~~the 2nd Circuit issued~~ a ~~decision~~price in ~~re:~~excess ~~Initial Public Offering~~of ~~Securities~~the ~~Litigation~~initial ~~(Docket~~offering ~~No. 05-3349-cv)~~price, ~~reversing~~on the ~~District~~grounds ~~Court’s finding~~ that ~~six~~they ~~focus cases involved in this litigation~~ could benot ~~certified~~show ascognizable ~~class~~damages, ~~actions. Plaintiffs filed a petition for rehearing~~ and~~/or~~ ~~for~~by enthose ~~banc review~~who ofpurchased outside the ~~Second~~previously ~~Circuit’s~~certified ~~decision~~class period, ~~and~~on the ~~District~~grounds ~~Court indicated~~ that itthose ~~would~~claims ~~not~~were ~~make~~time ~~any decision regarding the proposed settlement until the Second Circuit had decided whether to consider a rehearing~~barred. OnThis ~~April 6~~ruling, ~~2007,~~while ~~the Second~~not ~~Circuit~~binding ~~denied plaintiffs’ petition for rehearing, but allowed~~ on the ~~plaintiffs~~ACLARA toIPO ~~request that the district court certify a more limited class. On April 23~~case, ~~2007,~~does ~~plaintiffs~~provide ~~requested~~strong 30guidance ~~days~~ to ~~report~~all toof the ~~District~~parties ~~Court~~involved ~~on how~~in ~~they~~this ~~wish to proceed regarding class certification~~litigation.

~~The~~Due ~~District Court indicated that a new class definition was a priority for the issuers’ proposed settlement agreement, and met on May 30, 2007,~~ to ~~discuss this as well as other issues. During~~ the ~~May 30,~~inherent ~~2007~~uncertainties ~~conference, the plaintiffs orally moved for revised class certification and stated that they will seek~~of ~~mixed~~litigation ~~class~~ and ~~merits~~assignment ~~discovery in advance~~ of ~~their~~claims ~~opening~~against ~~brief on class certification. The plaintiffs also indicated that they may seek discovery from issuers in cases other than~~ the ~~six~~underwriters ~~focus~~and ~~cases.~~because ~~On June 25, 2007, the parties submitted~~ a ~~stipulation~~final tosettlement ~~terminate~~has ~~the~~not ~~settlement,~~yet ~~which~~been ~~was~~approved ~~granted~~ by ~~Court Order. On June 26, 2007, plaintiffs served a document request on all issuer defendants. On June 27, 2007,~~ the ~~Court~~District ~~held a conference with counsel for all three groups in the case. The parties agreed that the plaintiffs had until July 31, 2007, to file any Amended Complaints. In addition, the~~ Court ~~set the following briefing schedule for class certification: opening briefs due by September 27~~, ~~2007, responses due by December 21, 2007, and reply briefs due by February 15, 2008. Finally,~~ the ~~plaintiffs~~ultimate ~~had~~outcome ~~until July 11, 2007, to respond to the underwriters’ motion, joined by the issuers, regarding the statute~~ of ~~limitations. Subsequently,~~ the ~~parties~~matter ~~agreed~~cannot tobe ~~limit discovery to the six class certification focus cases, which does not include ACLARA~~predicted. All parties have reserved all of their rights with respect to any production of documents in all other cases, merits focus cases and non-focus cases. On July 31, 2007, the plaintiffs requested, and the Court granted, an extension to August 14, 2007, for filing any Amended Complaints. On August 14, 2007, Plaintiffs filed Amended Master Allegations. On September 27, 2007, the Plaintiffs filed a Motion for Class Certification. Responses are due by December 21, 2007, and Plaintiffs’ reply briefs are due by February 15, 2008.

~~Due~~Indemnification to the inherent uncertainties of litigation and assignment of claims against the underwriters, and because the settlement has not yet been finally approved by the District Court, the ultimate outcome of the matter cannot be predicted.

During the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

License Agreements

~~Historically~~In September 2007, the Company ~~has~~also licensed technology from ~~Roche~~The ~~Diagnostics~~NSABP ~~Corporation~~Foundation, Inc. (“~~Roche~~NSABP”), ~~that~~which provides the Company ~~uses~~access into ~~its PhenoSense and~~tissue ~~GeneSeq~~samples ~~tests.~~from ~~The~~up ~~Company~~to ~~held~~1,600 abreast ~~non-exclusive~~cancer ~~license~~patients ~~for~~treated ~~the~~with ~~life~~Herceptin ofin the ~~patent~~adjuvant ~~term~~setting ofas participants in the ~~last~~NSABP ~~licensed~~B ~~Roche~~31 ~~patent~~study. The Company ~~was~~will ~~notified~~pay byannual ~~Roche that the~~ license ~~had~~fees ~~terminated~~to inNSABP ~~March~~and ~~2005~~additional ~~because~~royalties ~~the~~if ~~last licensed patent had expired. However, Roche advised~~ the Company ~~that~~successfully ~~additional~~develops and ~~licenses~~commercializes ~~may be necessary for~~ certain ~~other~~products ~~patents~~resulting ~~and~~from ~~has~~the ~~offered~~licensed ~~a license to these patents~~rights. ~~The Company believes that, if necessary, such licenses will be available on commercially acceptable terms.~~

In September 2007, the Company also licensed technology from The NSABP Foundation, Inc. (“NSABP”) which provides the Company access to tissue samples from up to 1,600 breast cancer patients treated with Herceptin in the adjuvant setting as participants in the NSABP B 31 study. The Company will pay annual license fees to NSABP and additional royalties if the Company successfully develops and commercializes certain products resulting from the licensed rights.

6. RESTRUCTURING

In connection with the Company’s merger with ACLARA in 2004, the Company ~~has~~took ~~taken~~action ~~actions~~ to integrate and restructure the former ACLARA operations. A restructuring accrual of $3.0 million was established for the costs of vacating and subleasing the Mountain View facility, ~~including~~which includes an estimate of the excess of our lease costs over ~~our~~the anticipated sublease. ~~income~~In ~~and~~addition, ~~for~~an ~~the~~accrual ~~anticipated~~for ACLARA employee severance costs ~~for~~of ~~ACLARA employees~~approximately ~~whose~~$1.1 ~~employment~~million was ~~terminated~~established as a result of the merger. ~~The~~Prior ~~accrual~~to ~~established~~2007, atadditional ~~the~~restructuring ~~closing~~accruals of ~~the~~approximately ~~merger~~$1.9 ~~related~~million were recorded due to delays in vacating and subleasing the Mountain View facility ~~was~~of which $31.06 million. Inwas ~~addition,~~recorded ain ~~restructuring~~goodwill ~~accrual~~and of $10.13 million was ~~established for~~recorded in the ~~anticipated~~Company’s ~~severance~~consolidated ~~costs~~results ~~for~~of ~~ACLARA~~operations. ~~employees~~In ~~whose~~2007, ~~employment~~the ~~was~~Company ~~terminated~~executed as a ~~result~~lease oftermination ~~the~~agreement ~~merger.~~in ~~Additional~~exchange ~~restructuring~~for ~~accruals,~~a ~~due~~reduced tobut ~~delays~~fixed inpayment commitment ~~vacating~~over ~~and subleasing~~ the ~~Mountain~~remainder ~~View~~of ~~facility,~~the ~~were~~previous ~~recorded~~lease interm. ~~the~~At ~~amounts of~~March 31, ~~$1.6~~2009, ~~million~~there ~~and~~was approximately $0.32 million in ~~2005~~remaining ~~and~~restructuring ~~2006,~~charges ~~respectively.~~reflected ~~The~~as ~~initial~~a ~~charge~~current ofliability ~~$1.6~~in ~~million to~~ the ~~estimates~~consolidated ofbalance ~~completing~~sheet. ~~the~~

7. 0% CONVERTIBLE SENIOR UNSECURED NOTES

In January 2007, the Company entered into a Securities Purchase Agreement to sell $30 million principal amount of 0% Convertible Senior Unsecured Notes (the “0% Notes”) to a single qualified institutional buyer. The aggregate purchase price for the 0% Notes was approximately $22.5 million. Although due in 2026, the 0% Notes may be called by the holder of the 0% Notes at December 31, 2011, December 31, 2016 or December 31, 2021, at a price equal to 100% of the accreted value. Prior to the fifth year anniversary of the issuance of the Notes, the accreted value includes (a) the issue price of each Note and (b) the portion of the excess of the principal amount of each note over the issue price, which has been amortized, in accordance with the indenture under which the 0% Notes are governed, at the rate of 5.84% per annum from the issue date through the date of determination. After the fifth anniversary of the issue date of the Notes, the accreted value will be equal to the principal amount of the Notes.

The 0% Notes do not bear interest and will be convertible, at the option of the holder of such 0% Notes, into shares of the Company’s common stock at an initial conversion price of $15.12 per share, which is equivalent to an initial conversion rate of approximately 66.14 shares per $1,000 principal amount of 0% Notes. The conversion price will adjust automatically upon certain changes to the Company’s capitalization.

Pursuant to a Registration Rights Agreement, dated as of January 11, 2007, by and between the Company and the qualified institutional buyer (“Registration Rights Agreement”), the Company filed a shelf registration statement with respect to the resale of the 0% Notes and the common stock issuable upon conversion thereof. This registration statement became effective on July 9, 2007. In the event the Company fails to comply with its ongoing obligations under the Registration Rights Agreement, it will be obligated to make additional payments to the holders of the 0% Notes.

~~approved~~The ~~restructuring~~Company ~~plans~~has ~~was~~the ~~recorded~~option into ~~goodwill~~cause ~~and~~all ~~subsequent~~or ~~adjustments~~any portion of the 0% Notes to ~~these~~automatically ~~estimates~~convert ~~have~~at ~~been~~such time ~~recorded~~as inthe closing price of the Company’s ~~results~~common stock is greater than $18.90 for twenty out of ~~operations~~ thirty consecutive trading days and provided that certain other conditions are satisfied. InUpon ~~February~~any ~~2007~~such automatic conversion, the Company ~~executed~~initially will pay the holders a ~~termination~~premium ~~agreement~~make-whole ~~with~~amount ~~respect~~equal to ~~the~~$14.13 ~~lease~~per in$1,000 ~~exchange~~principal ~~for~~amount aof ~~reduced~~0% ~~but~~Notes ~~fixed~~so ~~payment~~converted, ~~commitment~~such premium make-whole being reduced over the ~~remainder~~initial ofthree-year period following the ~~previous~~closing. ~~lease~~The ~~term~~premium make-whole amount may be paid in shares of common stock upon any such automatic conversion, provided that certain additional conditions are satisfied.

The ~~following~~0% Notes ~~table~~are ~~sets~~subordinated ~~forth~~to all of the ~~components~~Company’s ofpresent senior debt, including the ~~restructuring~~$25 ~~charges:~~million 3% Senior Secured Convertible Note, due May 19, 2010, issued to Pfizer Inc (“Pfizer”) in May 2006 (“the Pfizer Note”), as amended as described below, and the Company’s revolving credit line with GE.

	Abandonmentof Facilities			Severance			Total
				(In thousands)
Liabilities assumed in merger with ACLARA	$	3,000		$	1,054		$	4,054
Amounts paid in cash		(3,920	)		(1,054	)		(4,974	)
Change in estimate for restructuring costs related to Mountain View facility		1,964			—			1,964
Balance at September 30, 2007		1,044			—			1,044
Current portion	$	610		$	—		$	610
Long-term portion	$	434		$	—		$	434

Beginning December 31, 2009, the Company may redeem the 0% Notes in whole or in part at any time at a redemption price equal to the accreted value of the principal amount of the 0% Notes to be redeemed, plus liquidated damages, if any, and certain other amounts, provided that certain conditions are satisfied and the market price of the Company’s common stock exceeds the conversion price of the 0% Notes leading up to and at the time of redemption.

7.The Company will be required, under the terms of the 0% ~~CONVERTIBLE~~Notes, ~~SENIOR~~to ~~UNSECURED~~repurchase ~~NOTES~~the outstanding accreted value of the 0% Notes, at the election of the holder, upon certain change of control events described in the 0% Notes, or if the Company’s common stock is no longer listed on a United States national securities exchange, quoted on The NASDAQ Global Market, or approved for trading and/or eligible for quotation on an established automated over-the-counter trading market in the United States, including the OTC Bulletin Board but excluding the “pink sheets”, or any similar quotation system. In addition, under such circumstances, the Company would also be obligated to pay the premium make-whole amount described above and certain other amounts.

InAn ~~January~~event ~~2007,~~of ~~the~~default ~~Company~~under ~~entered~~the ~~into~~0% aNotes ~~Securities~~will ~~Purchase~~occur ~~Agreement~~if tothe ~~sell~~Company: ~~$30~~is delinquent ~~million~~in ~~principal~~making ~~amount~~certain ofpayments adue 0%under ~~Convertible Senior Unsecured Note (~~the “0% Notes”); fails to adeliver ~~single~~shares ~~qualified~~upon ~~institutional~~conversion ~~buyer.~~of ~~The aggregate purchase price for~~ the 0% Notes; ~~was~~fails ~~approximately~~to ~~$22.5~~deliver ~~million.~~certain ~~Although~~required ~~due~~notices inunder ~~2026,~~ the 0% Notes; ~~may~~fails, befollowing ~~called~~notice, byto ~~the~~cure ~~holder~~a breach of ~~the~~any covenant under the 0% Notes, atthe ~~December 31~~securities purchase agreement, ~~2011, December 31,~~ ~~2016~~the orregistration ~~December 31,~~rights ~~2021~~agreement, atthe asubordination ~~price~~agreement ~~equal~~with toPfizer ~~100%~~described ofbelow, or the ~~accreted~~indenture ~~value.~~described ~~Prior~~below to(together, the ~~fifth~~“Transaction ~~year~~Documents”); ~~anniversary~~certain events of ~~the~~default occur ~~issuance~~with ofrespect ~~the~~to ~~Notes,~~other ~~the~~indebtedness; ~~accreted~~certain ~~value~~bankruptcy isproceedings ~~the~~are ~~sum~~commenced ofor ~~(a) the~~orders ~~issue~~granted; ~~price~~a ofrepresentation ~~each~~or ~~Note~~warranty ~~and (b) the~~made ~~portion~~under of the ~~excess~~Transaction ofDocuments ~~the~~is ~~principal~~materially ~~amount~~inaccurate ofand ~~each~~continues ~~note~~uncured ~~over~~following notice; the ~~issue~~Company fails ~~price~~to ~~which~~file ~~has~~certain ~~been~~periodic ~~amortized,~~reports ~~in accordance~~ with the ~~indenture~~Securities ~~under~~and ~~which~~Exchange ~~the~~Commission 0%(subject ~~Notes~~to ~~are~~certain ~~governed,~~grace atperiods); or the ~~rate~~Company ofincurs ~~5.84% per~~certain ~~annum~~types ~~from~~of ~~the~~indebtedness ~~issue~~prohibited ~~date through~~under the ~~date~~terms of ~~determination. After~~ the ~~fifth~~0% ~~anniversary~~Notes. ofIf ~~the~~an ~~issue~~event ~~date~~ of ~~the~~default ~~Notes~~occurs, the indebtedness ~~accreted~~under ~~value~~the ~~will~~0% Notes could be ~~equal~~accelerated, tosuch ~~the~~that ~~principal~~it ~~amount~~becomes ofimmediately ~~the~~due ~~Notes~~and payable.

~~The~~In connection with the sale of the 0% Notes, ~~will~~the ~~not~~Company, ~~bear~~Pfizer ~~interest~~ and ~~will~~U.S. beBank, ~~convertible~~National Association, atas ~~the~~trustee, ~~option~~entered ofinto a subordination agreement. The subordination agreement sets forth the ~~holder~~terms ofunder ~~such~~which the 0% Notes, ~~into~~are ~~shares~~subordinated to the Pfizer Note. As a condition of entry into the subordination agreement, the Company’s ~~common~~and ~~stock~~Pfizer atamended anthe ~~initial~~Note ~~conversion~~Purchase ~~price~~Agreement, ofdated ~~$2.52~~May 5, ~~per~~2006, ~~share~~between Pfizer and the Company, ~~which~~and ~~is equivalent~~amended and restated the Pfizer Note, to anconform ~~initial~~to ~~conversion~~certain ~~rate~~terms of ~~approximately~~the ~~396~~subordination agreement.~~8254~~ ~~shares~~As ~~per~~amended, $1the Pfizer Note provides that the Company will be in default,~~000~~ ~~principal~~thereof, ~~amount~~if (i) an event of default occurs and is continuing under the 0% Notes. ~~The~~and ~~conversion~~(ii) the ~~price~~trustee ~~will~~or ~~adjust~~any ~~automatically~~holders ~~upon~~of ~~certain~~the ~~changes~~0% Notes give notice to the Company’s ~~capitalization~~of its or their intent to either accelerate the 0% Notes or exercise any other remedies, thereunder (subject to certain limited exceptions).

~~Pursuant~~In toaccordance awith ~~Registration~~SFAS ~~Rights Agreement~~155, ~~dated~~“Accounting asfor ofCertain ~~January 11,~~Hybrid ~~2007~~Financial Instruments”, bythe ~~and~~Company ~~between~~elected ~~the~~to ~~Company~~initially and subsequently measure the ~~qualified~~0% ~~institutional~~Notes ~~buyer (“Registration~~as ~~Rights~~a ~~Agreement”),~~hybrid debt instrument in its entirety with adjustments to the ~~Company~~fair ~~filed~~value areflected ~~shelf~~in ~~registration~~the consolidated statement ~~with~~of ~~respect~~operations. toAccordingly, the ~~resale~~change ofin the 0%net ~~Notes~~carrying ~~and~~amount to the ~~common~~fair ~~stock~~value ~~issuable~~recognized ~~upon~~includes ~~conversion~~unamortized ~~thereof~~debt issuance costs. ~~This~~The ~~registration~~Company ~~statement~~used ~~was~~a ~~declared~~binomial ~~effective~~lattice onmodel ~~July 9~~as the valuation technique to determine fair value using management assessments and Level 3 inputs under SFAS 157, ~~2007.~~which Inutilize inputs other than observable quoted prices that are observable for the ~~event~~asset or liability, either directly or indirectly. Inputs derived from quoted prices include the Company’s ~~fails~~stock toprice, ~~comply~~the ~~with~~average ~~its~~yield ~~ongoing~~of ~~obligations~~B- ~~under~~bonds and the ~~Registration~~prices ~~Rights~~of ~~Agreement,~~Treasury itinstruments. ~~will~~Input befrom ~~obligated~~management’s toassessment ~~make~~includes ~~additional~~the ~~payments~~probability toof certain events occurring during the ~~holders~~term of the debt. Such inputs could substantially change the fair value of the 0% Notes; such as fluctuations in the Company’s common stock price, changes in management’s assessments over default probability or probability of change in control.

The Company has the option to cause all or any portion of the 0% Notes to automatically convert at such time as the closing price of the Company’s common stock is greater than $3.15 for twenty out of thirty consecutive trading days and provided that certain other conditions are satisfied. Upon any such automatic conversion, the Company initially will pay the holders a premium make-whole amount equal to $84.7526 per $1,000 principal amount of 0% Notes so converted, such premium make-whole being reduced over the initial three-year period following the closing. The premium make-whole amount may be paid in shares of common stock upon any such automatic conversion, provided that certain additional conditions are satisfied.

The 0% Notes are subordinated to all of the Company’s present senior debt, including the $25 million 3% Senior Secured Convertible Note, due May 19, 2010, issued to Pfizer Inc (“Pfizer”) in May 2006 (“the Pfizer Note”), as amended as described below, and the Company’s line of credit with Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc. (“Merrill”).

Beginning on December 31, 2009, the Company may redeem the 0% Notes in whole or in part at any time at a redemption price equal to the accreted value of the principal amount of the 0% Notes to be redeemed, plus liquidated damages, if any, and certain other amounts, provided that certain conditions are required to be satisfied and the market price of the Company’s common stock exceeds the conversion price of the 0% Notes leading up to and at the time of redemption.

The ~~Company~~following ~~will~~table besets ~~required,~~forth ~~under~~ the ~~terms~~impact of ~~the~~fair 0%value ~~Notes,~~adjustments to ~~repurchase~~ the ~~outstanding accreted value of the~~ 0% ~~Notes at the election of the holder upon certain change of control events described in the 0% Notes~~Note, orwhich ifare ~~the Company’s common stock is no longer listed on a United States national securities exchange, quoted on The NASDAQ~~reflected ~~Global Market, or approved for trading and/or eligible for quotation on an established automated over-the-counter trading market~~ in the ~~United~~consolidated ~~States,~~statement ~~including~~of ~~the~~operations ~~OTC~~for ~~Bulletin Board but excluding~~ the ~~“pink~~period ~~sheets”,~~ended ~~or any similar quotation system. In addition~~March 31, ~~under~~2009 ~~such circumstances the Company also would be obligated to pay the premium make-whole amount described above~~ and ~~certain~~2008, ~~other amounts~~respectively.

An event of default under the 0% Notes will occur if the Company: is delinquent in making certain payments due under the 0% Notes; fails to deliver shares upon conversion of the 0% Notes; fails to deliver certain required notices under the 0% Notes; fails, following notice, to cure a breach of a covenant under the 0% Notes, the securities purchase agreement, the registration rights agreement, the subordination agreement with Pfizer described below, or the indenture described below (together, the “Transaction Documents”); certain events of default occur with respect to other indebtedness; certain bankruptcy proceedings are commenced or orders granted; a representation or warranty made under the Transaction Documents is materially inaccurate and continues uncured following notice; the Company fails to file certain periodic reports with the Securities and Exchange Commission (subject to certain grace periods); or the Company incurs certain types of indebtedness prohibited under the terms of the 0% Notes. If an event of default occurs, the indebtedness under the 0% Notes could be accelerated, such that it becomes immediately due and payable. The Company is in compliance with all covenants under the 0% Notes.


	Period Ended
	2009		2008
	(In thousands)
Outstanding Fair Value at January 1,	$	10,468	$	18,511
Fair value adjustment recorded in:
“Convertible debt valuation adjustment”		3,415		(3,568	)

Outstanding Fair Value at March 31,	$	13,883	$	14,943

Unpaid Principal Balance at March 31,	$	25,607	$	24,176

In connection with the sale of the 0% Notes, the Company, Pfizer and U.S. Bank, National Association, as trustee, entered into a subordination agreement. The subordination agreement sets forth the terms under which the 0% Notes are subordinated to the Pfizer Note. As a condition to the entry into the subordination agreement, the Company and Pfizer amended the Note Purchase Agreement, dated May 5, 2006, between Pfizer and the Company, and amended and restated the Pfizer Note, to conform to certain terms of the subordination agreement. As amended, the Pfizer Note provides that the Company will be in default, thereof, if (i) an event of default occurs and is continuing under the 0% Notes and (ii) the trustee or any holders of the 0% Notes give notice to the Company of its or their intent to either accelerate the 0% Notes or exercise any other remedies, thereunder (subject to certain limited exceptions).

In accordance with SFAS 155, “Accounting for Certain Hybrid Financial Instruments”, the Company elected to initially and subsequently measure the 0% Notes as a hybrid debt instrument in its entirety with adjustments to the fair value reflected in the statement of operations. Accordingly, the change in the net carrying amount to the fair value recognized includes unamortized debt issuance costs. The Company obtained assistance from an independent valuation specialist to measure the fair value of the 0% Notes. The Company used a binomial lattice model as the valuation technique to determine fair value using management assessment and inputs which utilize inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Inputs derived from quoted prices include the Company’s stock price, the average yield of B-bonds and the prices of Treasury instruments. Input from management assessment includes the probability of certain events occurring during the term of the debt. For the three and nine months ended September 30, 2007, this valuation led to a $2.9 million and $2.6 million favorable adjustment, respectively, to the convertible debt to adjust the carrying value of the 0% Notes, net of debt issuance costs to fair value. This net adjustment is reflected as a non-operating expense in the statement of operations. As of September 30, 2007, the fair value and unpaid principal balance of the 0% Notes was $18.2 million and $23.5 million, respectively.

8. COLLABORATION AND NOTE PURCHASE AGREEMENT

On May 5, 2006, the Company entered into a Collaboration Agreement with Pfizer regarding the Company’s Trofile Co-Receptor Tropism Assay (the “Collaboration Agreement”). The Collaboration Agreement has an initial term that expires on December 31, 2009, and is renewable by Pfizer for five successive one-year terms.

Under the agreement, the Company and Pfizer ~~will~~ collaborate to make the Company’s Trofile Co-Receptor Tropism Assay available globally. The Company ~~will~~ be is responsible for making the assay available in the U.S. and performing the assay in accordance with agreed upon performance standards. The Company ~~will~~undertakes ~~also be obligated to undertake~~ certain efforts to plan ~~for~~, establish and maintain an infrastructure to support the commercial availability of the assay outside the U.S., in countries designated by Pfizer, and, it ~~will~~is be obligated to perform the assay with respect to patient ~~blood~~ samples originating outside of the U.S., in accordance with agreed upon performance standards. Pfizer ~~will be~~ is responsible for sales, marketing and regulatory matters related to the assay outside of the U.S. Pfizer ~~will~~reimburses ~~reimburse~~ the Company for costs incurred into ~~establishing~~establish and ~~maintaining~~maintain the necessary logistics infrastructure to make the assay available outside of the U.S., and Pfizer ~~will~~pays ~~pay~~ the Company for each assay that the Company performs with respect to patient ~~blood~~ samples originating outside of the U.S.

Subject to certain limitations, Pfizer is entitled to establish its own facility to perform the assay in support of its human clinical trials, and to perform the assay in respect of patient samples following certain uncured material breaches of the Collaboration Agreement (including the performance standards) by the Company. For such purposes, the Company granted Pfizer a license to use certain intellectual property rights and proprietary materials related to the Company’s Trofile Co-Receptor Tropism Assay. The Company will be obligated in such a case to assist Pfizer in establishing and operating such facility, for which Pfizer will reimburse the Company for costs incurred in providing such assistance. To secure the Company’s obligations under the license described above, the Company has granted Pfizer a security interest in certain of its intellectual property rights and proprietary materials related to the Company’s Trofile Co-Receptor Tropism Assay. Pfizer and the Company have also extended the co-receptor portion of their existing services agreement for support of potential additional Pfizer clinical trials through December 31, 2009.

In accordance with Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” (“EITF 00-21”) revenue arrangements entered into after June 15, 2003 that include multiple element arrangements are analyzed to determine whether the deliverables are divided into separate units of accounting or as a single unit of accounting. Revenues are allocated to a delivered product or service when all of the following criteria are met: (1) the delivered item has value to the customer on a standalone basis; (2) there is objective and reliable evidence of the fair value of the undelivered item; and, (3) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in our control. If all of the three required criteria under EITF 00-21 are met, then the deliverables would be accounted for separately, completed as performed. Otherwise, the arrangement would be accounted for as a single unit of accounting and the payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. If the Company cannot reasonably estimate when its performance obligation either ceases or becomes inconsequential, then revenue is deferred until the Company can reasonably estimate when the performance obligation ceases or becomes inconsequential.

The Collaboration Agreement is a multiple element arrangement, including supply of the Trofile Assay in additional clinical studies (including expanded access programs in both the U.S. and outside the U.S.), supply of the Trofile Assay for clinical use outside of the U.S., reimbursement of costs for the establishment and operation of supply infrastructure outside of the U.S. and potential assistance to Pfizer in the establishment and operation of a second facility for processing of tropism assays. Under the guidelines of EITF 00-21, the Company accounts for the collaboration with Pfizer as a single unit of accounting due to the absence of established fair values of certain undelivered elements. Accordingly, the Company has deferred revenue under this collaboration until the earlier of establishment of fair values or completion of the deliverables. Additionally, related direct costs for the establishment and operation of supply infrastructure outside of the U.S. that are contractually reimbursable on a non-refundable basis under this collaboration have been deferred.

~~Subject~~The ~~to certain limitations, Pfizer will be entitled to establish its own facility to perform the assay in support of its human clinical trials, and to perform the assay in respect of patient blood samples~~ following ~~certain~~table ~~uncured~~sets ~~material~~forth ~~breaches of~~ the ~~Collaboration~~deferred ~~Agreement~~infrastructure ~~(including~~costs ~~the performance standards) by the Company. For such purposes, the Company has granted Pfizer a license to use certain intellectual property rights~~ and ~~proprietary materials~~ related todeferred ~~the~~revenue Company’s Trofile Co-Receptor Tropism Assay. The Company will be obligated in such a case to assist Pfizer in establishing and operating such facility, for which Pfizer will reimburse for costs the Company incurs in providing such assistance. To secure the Company’s obligations under the ~~license described above, the Company has granted Pfizer a~~ ~~security~~Collaboration ~~interest~~Agreement inas ~~certain~~ of ~~its~~March 31, ~~intellectual~~2009 ~~property rights~~ and proprietary materials related to the Company’s Trofile Co-Receptor Tropism Assay. Pfizer and the Company have also extended the co-receptor portion of their existing services agreement for support of potential additional Pfizer clinical trials through December 31, ~~2009~~2008, respectively.


	March 31, 2009		December 31, 2008
	(In thousands)
Deferred Costs	$	19,092	$	17,275

Deferred Revenue	$	24,990	$	21,546

~~The~~On ~~Collaboration~~May 5, ~~Agreement is a multiple element arrangement~~2006, ~~including~~the ~~supply~~Company ofalso ~~the~~entered ~~Trofile~~into ~~Assay~~a inNote ~~additional~~Purchase ~~clinical~~Agreement ~~studies~~with ~~(including~~Pfizer, ~~expanded~~which ~~access~~was ~~programs~~amended in ~~both~~January ~~the U.S. and outside the U.S.)~~2007, ~~supply~~as ofdescribed ~~the~~in ~~Trofile~~“0% ~~Assay~~Convertible ~~for~~Senior ~~clinical~~Unsecured ~~use~~Notes” ~~outside~~Note ~~of the U.S.~~above, ~~reimbursement~~pursuant ofto ~~costs~~which ~~for~~it ~~the~~sold ~~establishment~~to ~~and~~Pfizer ~~operation~~a of3% ~~supply~~Senior ~~infrastructure~~Secured ~~outside~~Convertible ofNote ~~the U.S. and potential assistance to Pfizer~~ in the ~~establishment~~principal ~~and~~amount ~~operation~~ of a$25 ~~second~~million ~~facility~~(the ~~for~~“Pfizer ~~processing of tropism assays~~Note”). The ~~Under~~closing ~~the guidelines~~ of ~~EITF 00-21,~~ the ~~Company~~sale ~~has~~and ~~determined~~issuance ~~that~~of the ~~collaboration with~~ Pfizer ~~should~~Note beoccurred ~~accounted~~on ~~for~~May 19, as2006 aand ~~single~~matures ~~unit of~~on ~~accounting~~May 19, ~~due to the absence of established fair values of certain undelivered elements~~2010. ~~Accordingly,~~The ~~the~~ Company ~~has~~pays ~~deferred~~interest ~~revenue~~quarterly, ~~under~~in ~~this~~arrears, ~~collaboration~~on ~~until~~March 31, ~~the~~June 30, ~~earlier~~September 30 ofand ~~establishment~~December 31 of ~~fair~~each year, ~~values~~commencing oron ~~completion~~June 30, ~~of the deliverables~~2006. ~~Additionally,~~ ~~related~~Subject ~~direct~~to ~~costs~~certain ~~for~~limitations, the ~~establishment~~Company ~~and~~is ~~operation~~entitled ofto ~~supply~~make ~~infrastructure~~such ~~outside~~interest ofpayments ~~the~~using ~~U.S.~~shares ~~that~~of ~~are~~its ~~contractually~~common ~~reimbursable~~stock oninstead aof ~~non-refundable basis under this collaboration have been deferred~~cash.

OnThe ~~May 5,~~Pfizer ~~2006,~~Note is convertible into shares of the Company’s ~~also~~common ~~entered~~stock ~~into~~at athe ~~Note~~election ~~Purchase~~of ~~Agreement~~its ~~with~~holder ~~Pfizer,~~at ~~which~~a ~~was~~per ~~amended~~share inconversion ~~January~~price ~~2007,~~of as$16.23. Following ~~described~~the ineffectiveness ~~“0% Convertible~~of ~~Senior~~the ~~Unsecured~~registration ~~Notes”~~statement ~~Note~~covering ~~above,~~the ~~pursuant~~estimated tonumber ~~which~~of itcommon ~~sold~~shares tounderlying the Pfizer aNote, 3%which ~~Senior~~occurred ~~Secured~~June 23, ~~Convertible~~2006, ~~Note~~the inPfizer ~~the~~Note ~~principal~~will ~~amount~~automatically ofconvert ~~$25~~into ~~million~~shares (of the ~~“Pfizer~~Company’s common ~~Note”).~~stock ~~The~~should the closing price of the ~~sale~~Company’s ~~and~~common ~~issuance~~stock be greater than 150% of the ~~Pfizer Note~~conversion ~~occurred~~price, onor ~~May 19~~$24.36 per share, ~~2006~~for twenty out of thirty consecutive trading days. The ~~Pfizer~~conversion ~~Note~~price will ~~mature~~adjust ~~four~~automatically ~~years~~upon certain ~~from~~changes ~~its~~to ~~date~~the ofCompany’s ~~issuance~~capitalization. The Company will ~~pay~~be ~~interest quarterly~~required, inunder ~~arrears,~~the onterms ~~March 31~~of the Pfizer Note, ~~June 30, September 30~~ ~~and~~to ~~December 31~~repurchase the outstanding amount of ~~each~~the ~~year,~~Pfizer Note at the election of the holder upon certain change of control events ~~commencing~~described onin ~~June 30~~the Pfizer Note, ~~2006.~~or ~~Subject~~if toits ~~certain~~common ~~limitations~~stock is no longer listed or quoted on the NASDAQ Global Market or an established automated over-the-counter trading market (including, if applicable, the ~~Company~~OTC ~~will~~Bulletin beBoard). ~~entitled~~The toPfizer ~~make~~Note ~~such~~is secured by a first priority security interest ~~payments~~in ~~using~~favor ~~shares~~of Pfizer in certain of ~~its~~the ~~common~~Company’s ~~stock~~assets ~~instead~~related ofto ~~cash~~its HIV testing business.

~~The~~Under the terms of the Pfizer Note, the Company is ~~convertible~~prohibited ~~into~~from ~~shares~~incurring ofcertain ~~the~~types ~~Company’s~~of ~~common~~indebtedness, ~~stock~~from atpermitting ~~the~~certain ~~election~~liens ofon its ~~holder~~assets, atentering ainto ~~per~~transactions ~~share~~with ~~conversion~~affiliates ~~price~~and ofentering ~~$2.7048.~~into certain capital ~~Following~~transactions ~~the~~such ~~effectiveness~~as ofdividend ~~the~~payments, ~~registration~~stock ~~statement~~repurchases, ~~covering~~capital ~~the~~distributions ~~estimated~~or ~~number~~other ofsimilar ~~common~~transactions. ~~shares~~It ~~underlying~~is ~~the~~also ~~Pfizer~~subject ~~Note,~~to ~~which~~certain ~~occurred~~other ~~June 23,~~covenants ~~2006,~~as set forth in the Pfizer Note, ~~will~~including ~~automatically~~limitations ~~convert~~on its ability to enter into ~~shares~~new lines of ~~the~~business ~~Company’s common~~after ~~stock~~issuance ~~should~~of the ~~closing~~Pfizer ~~price~~Note. ofAn ~~the~~event ~~Company’s~~of ~~common~~default ~~stock~~under bethe ~~greater~~Pfizer ~~than~~Note ~~150%~~will ofoccur if the ~~conversion~~Company: ~~price,~~is ordelinquent ~~$4.06~~in ~~per~~making ~~share,~~payments ~~for~~of ~~twenty~~principal ~~out~~or ofinterest; ~~thirty~~fails, ~~consecutive~~following ~~trading~~notice, ~~days.~~to ~~The~~cure ~~conversion~~a ~~price~~breach ~~will~~of ~~adjust~~a ~~automatically~~covenant ~~upon~~under ~~certain~~the ~~changes~~Pfizer toNote, the ~~Company’s~~related ~~capitalization.~~security ~~The~~agreement ~~Company~~or ~~will~~the beNote ~~required,~~Purchase ~~under~~Agreement; ~~the~~a ~~terms~~representation ofor warranty under the Pfizer Note, ~~to repurchase~~ the ~~outstanding~~related ~~amount~~security ofagreement or the ~~Pfizer~~ Note atPurchase ~~the~~Agreement ~~election~~is ofmaterially ~~the~~inaccurate; ~~holder~~an ~~upon~~acceleration event occurs under certain ~~change~~types of ~~control~~its ~~events~~other ~~described~~secured ~~in the~~indebtedness ~~Pfizer~~outstanding ~~Note,~~from ortime ifto ~~its~~time; ~~common~~certain ~~stock~~bankruptcy isproceedings noare ~~longer~~commenced ~~listed~~ or ~~quoted~~orders ongranted ~~the~~or ~~NASDAQ~~an ~~Global~~event ~~Market~~of default occurs or anis ~~established~~continuing ~~automated~~under ~~over-~~the~~-counter~~ ~~trading~~0% ~~market~~Notes ~~(including,~~issued ifin ~~applicable~~January 2007. If an event of default occurs, the ~~OTC~~indebtedness ~~Bulletin~~under ~~Board).~~the ~~The~~ Pfizer Note iscould ~~secured~~be byaccelerated, asuch ~~first priority~~that ~~security~~it ~~interest~~becomes inimmediately ~~favor~~due ofand ~~Pfizer~~payable. The Company is in ~~certain~~compliance ofwith ~~the~~all ~~Company’s~~covenants ~~assets~~under ~~related~~the toPfizer ~~its~~Note ~~HIV~~as ~~testing~~of ~~business~~March 31, 2009.

~~Under~~As a result of the ~~terms~~ issuance of the ~~Pfizer~~0% ~~Note~~Notes, the Company is ~~prohibited~~required ~~from~~to ~~incurring~~value and account for certain ~~types~~derivative instruments that are embedded in the Pfizer Note with adjustments to the fair value reflected in the statement of ~~indebtedness~~operations in accordance with SFAS 159, ~~from~~“The ~~permitting~~Fair ~~certain~~Value ~~liens~~Option onfor ~~its~~Financial ~~assets~~Assets and Financial Liabilities” (“SFAS 159”) and SFAS 157, ~~from~~“Fair Value ~~entering~~Measurements” ~~into~~(“SFAS ~~transactions~~157”). ~~with~~The ~~affiliates~~Company ~~and~~elected ~~from~~to ~~entering~~early ~~into~~adopt ~~certain~~SFAS ~~capital~~159 ~~transactions~~to ~~such~~measure the Pfizer Note as a hybrid debt instrument in its entirety using the framework established by SFAS 157, for measuring fair value. At the initial ~~dividend~~adoption ~~payments~~of SFAS 159, ~~stock~~the ~~repurchases~~Company recorded a favorable cumulative effect of a change in accounting principle adjustment to beginning accumulated deficit for the Pfizer Note of $2.2 million, ~~capital~~resulting ~~distributions~~in ora ~~other~~fair ~~similar~~value ~~transactions~~of $22.8 Itmillion isat January 1, ~~also~~2007. ~~subject~~The Company used a binomial lattice model as the valuation technique to ~~certain~~determine fair value using management assessments and Level 3 inputs under SFAS 157, which utilize inputs other ~~covenants~~than quoted prices that are observable for the asset or liability, either directly or indirectly. Such inputs could substantially change the fair value of the Pfizer Note; such as fluctuations to the Company’s common stock price, changes in management’s assessments over default probability or probability of change in control.

~~set~~The ~~forth~~following intable ~~the~~sets ~~Pfizer~~forth ~~Note, including limitations on its ability to enter into new lines of business after issuance of~~ the ~~Pfizer~~impact ~~Note. An event~~ of ~~default under~~fair ~~the~~value ~~Pfizer~~adjustments ~~Note will occur if the Company: is delinquent in making payments of principal or interest; fails, following notice,~~ to ~~cure a breach of a covenant under~~ the Pfizer Note, ~~the~~which ~~related security agreement or the Note Purchase Agreement;~~are areflected ~~representation~~in ~~or warranty under~~ the ~~Pfizer~~consolidated ~~Note,~~statement ~~the related security agreement or the Note Purchase Agreement is materially inaccurate; an acceleration event occurs under certain types~~ of ~~its~~operations ~~other~~for ~~secured indebtedness outstanding from time to time; certain bankruptcy proceedings are commenced or orders granted or an event of default occurs or is continuing under~~ the 0%period ~~Notes~~ended ~~issued in January 2007. If an event of default occurs~~March 31, ~~the~~2009 ~~indebtedness~~and ~~under the Pfizer Note could be accelerated~~2008, ~~such that it becomes immediately due and payable~~respectively. ~~The Company is in compliance with all covenants under the Pfizer Note.~~

As a result of the issuance of the 0% Notes, the Company was required to value and account for certain derivative instruments that are embedded in the Pfizer Note with adjustments to the fair value reflected in the statement of operations in accordance with SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”) and SFAS 157, “Fair Value Measurements” (“SFAS 157”). The Company elected to early adopt SFAS 159 to measure the Pfizer Note as a hybrid debt instrument in its entirety using the framework established by SFAS 157, for measuring fair value. At the initial adoption of SFAS 159, the Company recorded a favorable cumulative effect of a change in accounting principle adjustment to beginning accumulated deficit for the Pfizer Note of $2.2 million, resulting in a fair value of $22.8 million at January 1, 2007. The Company obtained assistance from an independent valuation specialist to measure the fair value of the Pfizer Note. The Company used a binomial lattice model as the valuation technique to determine fair value using management assessments and inputs, which utilize inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. For the three and nine months ended September 30, 2007, this valuation led to a $1.3 million and $2.1 million, respectively, decrease to the net carrying value of the Pfizer Note and the adjustment is reflected as a non-operating expense in the statement of operations. As of September 30, 2007 and December 31, 2006, the fair value of the Pfizer Note was $20.7 million and $25.0 million, respectively. The unpaid principal balance of the Note was $25.0 million for both periods ended September 30, 2007 and December 31, 2006, respectively.


	Period Ended
	2009		2008
	(In thousands)
Outstanding Fair Value at January 1,	$	18,595	$	20,786
Fair value adjustment recorded in:
“Convertible debt valuation adjustment”		1,984		(1,167	)

Outstanding Fair Value at March 31,	$	20,579	$	19,619

Unpaid Principal Balance at March 31,	$	25,000	$	25,000

9. CREDIT AND SECURITY AGREEMENT

OnIn ~~September 29,~~December ~~2006~~2007, the Company ~~entered~~amended ~~into~~its a Credit and Security Agreement with ~~Merrill~~General Electric Capital Corporation (“GE”) entered into on September 29, 2006. The Credit and Security Agreement (the “Credit Agreement”), which expires on March 27, 2010, provides the Company with a revolving credit line, with borrowings against eligible accounts receivable up to a maximum of $10 million. ~~Merrill~~GE has been granted a security interest over certain of the Company’s assets, including its accounts receivable, intellectual property used or held for use in connection with its oncology testing business and inventory. As ~~The~~of ~~Credit Agreement expires in~~ March 31, ~~2010.~~2009 Asand ~~of September~~December 3031, ~~2007~~2008, respectively, there was approximately $410.4 0 million ~~was~~and $9.6 million outstanding under the revolving credit line, recorded as a loan payable in the consolidated financial statements.

Amounts borrowed under the Credit Agreement ~~will~~ bear interest at a rate per annum equal to a published LIBOR rate plus 4.75%. As of ~~September~~March 3031, ~~2007~~2009, the 1-month LIBOR rate was 50.1351%. Amounts borrowed under the revolving credit line are repaid as the Company receives payment on its outstanding accounts receivable. The Credit Agreement also provides for the payment by the Company of an unused line fee, a collateral fee, a commitment fee ~~and~~, a deferred commitment fee in certain circumstances, aand ~~deferred~~an ~~commitment~~early termination fee of $0.2 million if cancelled on or prior to September 27, 2009, or $0.1 million if cancelled after September 27, 2009.

Under the terms of the Credit Agreement, the Company is prohibited from incurring certain types of indebtedness and certain liens on its assets. It is also subject to certain other affirmative and negative covenants as set forth in the Credit Agreement. An event of default under the indebtedness to ~~Merrill~~GE will occur if, among other things, the Company: is delinquent in making payments of principal, interest or fees on the revolving credit line; fails, following notice, to cure a breach of a covenant under the Credit Agreement; a representation or warranty under the Credit Agreement is materially inaccurate; certain liquidation or bankruptcy proceedings are commenced or certain orders are granted against ~~Monogram~~the Company; the security interests granted by the Company in favor or ~~Merrill~~GE fail, in certain circumstances, to constitute valid security interests; or an acceleration event occurs under certain types of the Company’s other secured indebtedness outstanding from time to time. If an event of default occurs, the indebtedness to ~~Merrill~~GE under the Credit Agreement could be accelerated, such that it becomes immediately ~~due~~ due and payable. The Company is in compliance with all covenants under the Credit Agreement as of March 31, 2009.

10. ~~INCOME~~FAIR ~~TAXES~~VALUE OF ASSETS AND LIABILITIES

InThe ~~July~~Company’s ~~2006,~~financial ~~the~~assets ~~FASB~~and ~~issued~~liabilities ~~Interpretation~~are ~~No. 48,~~valued ~~Accounting~~utilizing ~~for~~the ~~Uncertainties~~market inapproach ~~Income~~to ~~Taxes,~~measure anfair ~~interpretation of SFAS No~~value. ~~109,~~ ~~Accounting~~The ~~for~~market ~~Income~~approach ~~Taxes~~uses ~~(“FIN~~prices ~~48”). FIN 48 prescribes a comprehensive model for how companies should recognize, measure, present,~~ and ~~disclose~~other inrelevant ~~their~~information ~~financial~~generated ~~statements~~by ~~uncertain~~market ~~tax~~transactions ~~positions~~involving ~~taken~~identical or ~~expected~~comparable toassets beor ~~taken on a tax return~~liabilities. ~~Under~~ ~~FIN~~The ~~48,~~standard ~~tax~~describes ~~positions~~a ~~must~~fair ~~initially~~value behierarchy ~~recognized~~based inon ~~the~~three ~~financial~~levels ~~statements~~of ~~when~~inputs itthat ismay ~~more likely than not the position will~~ be ~~sustained~~used ~~upon examination by the tax authorities. Such tax positions must initially and subsequently be~~to ~~measured~~measure asfair ~~the~~value ~~largest~~which ~~amount~~are ~~of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with~~ the ~~tax~~following: ~~authority assuming full knowledge of the position and relevant facts. FIN 48 is effective for fiscal years beginning after December 15, 2006.~~

•

Level 1—Quoted prices in active exchange markets involving identical assets or liabilities.

•

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Unobservable inputs for the asset or liability, either directly or indirectly, and management assessments and inputs using a binomial lattice model as the valuation technique.

~~This~~The ~~statement~~following ~~became~~table ~~effective~~summarizes ~~for~~ the Company’s onfinancial ~~January 1,~~liabilities ~~2007.~~measured ~~The~~at ~~effect~~fair ofvalue ~~adopting FIN 48~~ on a ~~January 1,~~recurring ~~2007,~~basis ~~did not result~~ in aaccordance ~~material~~with ~~change~~FAS 157 toas ~~the Company’s FIN 48 unrecognized tax benefit due to the Company’s history~~ of ~~net~~March 31, ~~losses~~2009: ~~and fully reserved deferred tax assets. The Company is currently not under any federal or state audits.~~

Interest and penalties are zero and the Company’s policy is to expense interest and penalties, if any, to income tax expense as incurred. Since the Company has a full valuation on all the deferred tax assets and does not expect to be profitable at least through December 2008, FIN 48 is not expected to have a material impact on the Company’s effective tax rate in the next twelve months. Additionally, the Company does not expect any material changes in unrecognized tax benefits in the next twelve months.


	(Level 3)
	(In thousands)
Financial liabilities:
3% Convertible promissory note	$	20,579
0% Convertible promissory note		13,883

Total financial liabilities	$	34,462

11The fair market value of the 0% Notes and Pfizer Note are subject to interest rate risk. ~~SUBSEQUENT~~Generally, ~~EVENTS~~the fair market value of these 0% Notes and the Pfizer Note will increase as interest rates fall and decrease as interest rates rise, but the interest rate changes do not impact the Company’s consolidated financial position, cash flows or results of operations. Additionally, the fair market value of the Company’s debt obligations includes input from management regarding the probability of certain events occurring during the term of the debt. Assuming a hypothetical incremental five percentage points in probability of fundamental change, the fair value of our Pfizer Note and 0% Note, as of March 31, 2009, would have increased by approximately $0.1 million and $0.5 million, respectively. See Footnote 7 “0% Convertible Senior Unsecured Notes” and Footnote 8 “Collaboration and Note Purchase Agreement” for summary of the Company’s Level 3 financial liabilities as of March 31, 2009 and 2008, respectively.

InAs ~~October,~~of ~~2007~~March 31, ~~the Company amended its lease~~2009, ~~dated May 1999, with respect to~~ the ~~approximately~~carrying ~~41,000~~value ~~square foot~~of ~~facility in South San Francisco, California. The amendment extends~~ the ~~lease~~Company’s ~~term~~cash byand ~~approximately~~cash ~~eight~~equivalents ~~years,~~approximated totheir ~~expire~~fair invalue ~~April 2018.~~and ~~The~~consists ~~estimated total rent~~ of ~~the~~bank ~~extended~~deposits and ~~term~~money ~~will~~market ~~be approximately $14~~accounts.2 ~~million.~~ The Company ~~also amended~~held ~~its~~no ~~sublease,~~direct ~~dated~~investments ~~June 2002,~~in ofauction ~~the~~rate ~~approximately 27~~securities,~~000~~ ~~square~~collateralized ~~feet~~debt ~~of office space also in South San Francisco. The amendment extends the sublease by approximately 29 months~~obligations, tostructured ~~May 2011.~~investment ~~The~~vehicles ~~estimated~~or ~~total~~mortgage-backed ~~rent of the extended sublease term is approximately $2~~securities.3 ~~million.~~

~~Additionally, in October, 2007, the Company entered a lease agreement of an approximately 40,000 square foot facility located in South San Francisco, California, which expires in April 2018~~11. ~~The~~INCOME ~~estimated~~TAXES total rent for the lease will be approximately $18.9 million. The Company also has the option to utilize a tenant allowance of up to $1 million for capital improvements in the facility during the first three years of the lease.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes (“FIN 48”) on January 1, 2007. FIN 48 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under FIN 48, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company did not have any unrecognized tax benefits and there was no effect on our financial condition or results of operations as a result of adopting FIN 48. The Company is subject to taxation in the United States and various state and foreign jurisdictions. The tax years from 1995 through 2008, are subject to examination by the Internal Revenue Service due to the net operating losses generated in those years. The Company is currently not under any federal or state audits.

Interest and penalties are zero and the Company’s policy is to expense interest and penalties, if any, to income tax expense as incurred. Since the Company has a full valuation on all the deferred tax assets and does not expect to be profitable at least through December 2009, FIN 48 is not expected to have a material impact on the Company’s effective tax rate for the remainder of 2009. Additionally, the Company does not expect any material changes in unrecognized tax benefits in the next twelve months. The Company has not recognized any tax benefits as of March 31, 2009.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except for the historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Such forward-looking statements involve risks and uncertainties, and our actual results may differ materially from those discussed here. Factors that could cause or contribute to differences in our actual results include those discussed in the following section, as well as those discussed elsewhere in Part II, Item 1A entitled “Risk Factors” and throughout this report.

OVERVIEW

We are a life sciences company committed to advancing personalized medicine and improving patient outcomes through the development of innovative molecular diagnostic products that guide and target the most appropriate treatments. Through a comprehensive understanding of the genetics, biology and pathology of particular diseases, we have pioneered and are developing molecular diagnostics and laboratory services that are designed to:

•

enable physicians to better manage infectious diseases and cancers by providing the critical information that helps them prescribe personalized treatments for patients by matching the underlying molecular features of an individual patient’s disease to the drug expected to have maximal therapeutic benefit; and

•

enable pharmaceutical companies to develop new and improved anti-viral therapeutics and targeted cancer therapeutics more efficiently and cost effectively by providing enhanced patient selection and monitoring capabilities throughout the development process.

WeThrough ~~are~~this approach, we have become a leader in developing and commercializing innovative products that help guide and improve the treatment of infectious diseases, and cancer. ~~and~~In ~~other~~the future, we plan to seek opportunities to address an even broader range of serious diseases. Our goal with personalized medicine is to enable the management of diseases at the individual patient level through the use of sophisticated diagnostics that permit the targeting of therapeutics to those patients most likely to respond to or benefit from them, thereby offering the right treatment to the right patient at the right time.

~~Our~~Over ~~PhenoSense™~~the ~~and~~last ~~GeneSeq™ products~~several years, ~~provide~~we have built a ~~practical~~business ~~method~~based ~~for~~on ~~assessing~~the ~~resistance~~personalized ofmedicine ~~Human Immunodeficiency~~approach ~~Virus~~to ~~Type~~human 1immunodeficiency virus (“HIV-1”) towith ~~anti-viral~~ drug ~~therapy.~~resistance ~~This~~testing ~~information~~products isand, ~~used~~more torecently, ~~optimize~~with ~~treatment~~a ~~options~~unique ~~for~~patient ~~the~~selection ~~individual~~test, ~~patient~~Trofile. WeWith ~~currently~~the commercialization ~~market~~in ~~phenotypic~~2008 ~~and~~of ~~genotypic~~the ~~resistance~~first ~~testing~~product ~~products~~based ~~directed~~on atour ~~patients~~proprietary ~~with HIV~~VeraTag ~~infection~~™ ~~and~~technology, we have begun to leverage the ~~drug~~experience ~~classes~~and ~~that~~infrastructure ~~have~~we ~~received~~built ~~regulatory~~in ~~approval,~~the ~~i.e.~~HIV ~~nucleoside~~market ~~reverse~~to ~~transcriptase~~the ~~inhibitors~~larger ~~(NRTI),~~market ~~non-nucleoside~~opportunity ~~reverse~~in ~~transcriptase~~cancer.

15In HIV, our phenotypic and genotypic resistance testing products provide a practical method for measuring the impact of genetic mutations on HIV drug resistance. This information is used to optimize treatment options for the individual patient. We currently market these resistance testing products to assess in individual HIV patients, their susceptibility to HIV drugs in the drug classes of reverse transcriptase inhibitors, protease inhibitors, entry (fusion) inhibitors and integrase inhibitors. In addition to these resistance tests, in 2007, we initiated commercial sales of the Trofile Co-Receptor Tropism Assay. Trofile is a patient selection assay for the new class of CCR5 antagonists. The first drug in this class, Selzentry (maraviroc) from Pfizer Inc (“Pfizer”), was approved by the U.S. Food and Drug and Administration (“FDA”) and by the European Commission in 2007. Upon approval of Selzentry in the U.S., we introduced our Trofile Assay commercially and it is now available to help physicians select patients for clinical use of Selzentry. Outside of the U.S., we are making Trofile available through a global collaboration with Pfizer. In HIV, combination therapy, where a patient is treated with a regimen of several drugs, is the standard of care. Tests to properly construct the optimal regimen, such as our phenotypic resistance tests and our Trofile Assay for patient selection are critical to the successful management of combination therapy.

~~Table~~In oncology, numerous targeted drug therapies for the treatment of ~~Contents~~cancer are being marketed and many additional targeted therapies are in development. Increasingly, combination therapy, where multiple drugs are used in combination to treat a patient, is being evaluated for cancer patients. Our proprietary VeraTag technology provides an assay platform for analyzing very small amounts of tumor samples recovered and prepared in a variety of methods, including formalin fixation, the current standard technique in hospital pathology laboratories. We believe this analytical platform may be well suited for currently marketed drugs such as Herceptin as well as the next generation of targeted cancer therapeutics. Conventional tests provide a qualitative measure of the presence of genes or proteins. In contrast, the VeraTag technology permits the quantitative and accurate measurement of proteins, and proteins in their activated form of homodimers and heterodimers. We believe that by making these measurements closer to the target of drugs we can provide a more reliable indicator of likely drug response or drug resistance, and thereby may permit the prediction, with a high degree of accuracy, of the likelihood of a patient’s cancer responding to a given therapy, facilitating the selection of more precise and effective therapeutic options. Our first product, HERmark, is approved for routine testing in our Clinical Laboratory Improvement Amendments, or CLIA, certified clinical reference laboratory and was introduced commercially in July 2008. HERmark measures a patient’s HER2 status through the level of HER2 total protein and HER2 homodimer that are present. Clinical data has been presented during 2008 and additional clinical studies are in progress to confirm HERmark’s clinical utility and to optimize its commercial value. Additional assays are in development related to other proteins, protein complexes and signaling pathways that are key drivers of proliferation or survival in cancer cells, both in breast cancer and other cancers.

inhibitors (NNRTI), protease inhibitors (PI), fusion inhibitors (FI) and co-receptor antagonists (CRA). In addition, we are completing the CLIA validation of our PhenoSense and GeneSeq assays for integrase inhibitors and are actively developing resistance assays for assembly and maturation inhibitors.

In addition to these resistance tests, Trofile™, our co-receptor tropism assay has been used for patient selection in the phase III trials of the new class of CCR5 antagonists. The first of these is maraviroc from Pfizer. Maraviroc was approved by the U.S. Food and Drug Administration, or FDA, for use in CCR5-tropic treatment-experienced patients on August 6, 2007. The FDA-approved label for maraviroc indicates that tropism testing should be used for patient selection and we expect that the Trofile Assay will be used to select patients for maraviroc. We introduced our Trofile Assay commercially in August 2007, and Medicare is already providing coverage and reimbursement for the assay.

Over the last several years, we have built a business based on the personalized medicine approach in HIV drug resistance testing and in patient selection. We now seek to leverage the experience and infrastructure we have built in the HIV market to the potentially larger market opportunity of cancer, utilizing our proprietary VeraTag™ (formerly known as “eTag™”) technology. In the future, we plan to seek opportunities to address an even broader range of serious diseases.

New targeted drug therapies are being introduced for the treatment of cancer. Our proprietary VeraTag technology, if successfully developed, will provide an assay platform for analyzing very small amounts of tumor samples recovered and prepared in a variety of methods, including formalin fixation, the current standard technique in hospital pathology laboratories. We believe this analytical platform may be well suited for the next generation of targeted cancer therapeutics. We believe that, upon completion of development, our VeraTag assays will permit the prediction, with a high degree of accuracy, of the likelihood of a patient’s cancer responding to a given therapy, facilitating the selection of more precise and effective therapeutic options. We are developing Epidermal Growth Factor Receptor, or EGFR/HER, VeraTag assays that we believe will enable physicians to identify the appropriate course of treatment for cancers that have a particular molecular profile. Our current focus is on drugs that target the EGFR/HER receptor family, initially in breast cancer but subsequently in lung and other cancers. We intend to develop VeraTag assays that target other protein drug targets and signaling pathways that are key drivers of proliferation or survival in cancer cells.

Our first potential product based on the VeraTag technology is the HERmark™ assay for breast cancer. We are evaluating HERmark for two potential applications, both of which are for the prediction of the likelihood of response to Herceptin in breast cancer patients. The first is for the use of Herceptin in patients with metastatic breast cancer and the second is for the potentially larger market related to the use of Herceptin in the adjuvant setting, i.e. for patients first diagnosed with breast cancer. Clinical studies are ongoing in both these applications.

We have incurred losses each year since inception. As of September 30, 2007, we had an accumulated deficit of approximately $282.5 million, including a charge in 2004 of $100.6 million for in-process research and development related to our merger with ACLARA. We expect to incur additional operating losses at least for the next twelve months as we complete the development of the VeraTag technology, transfer the assays into the clinical laboratory, conduct clinical studies and develop the commercial infrastructure to support a commercial launch.

ISSUANCE OF 0% CONVERTIBLE SENIOR UNSECURED NOTES

In January 2007, we issued $30 million principal amount of 0% Convertible Senior Unsecured Notes, due 2026 (the “0% Notes”). Although the 0% Notes are due in December 2026, the 0% Notes may be called by the holders at their option at December 31, 2011, December 31, 2016 or December 31, 2021 at a price equal to 100% of the accreted value. The aggregate purchase price for the 0% Notes was approximately $22.5 million. The 0% Notes do not bear interest and are convertible, at the option of the holder, into shares of our common stock at an initial conversion price of $2.52 per share, which is equivalent to an initial conversion rate of approximately 396.8254 shares per $1,000 principal amount of the 0% Notes. The conversion price will adjust automatically upon certain changes to our capitalization.

We have the option to cause all or any portion of the 0% Notes to automatically convert at such time as the closing price of our common stock is greater than $3.15 for twenty out of thirty consecutive trading days, provided that certain conditions are met. The 0% Notes are subordinated to all of our present senior debt, including the $25 million 3% Senior Secured Convertible Note, due May 19, 2010, issued to Pfizer in May 2006, as amended as described below, and our $10 million line of credit with Merrill Lynch.

We have incurred losses each year since inception. As of March 31, 2009, we had an accumulated deficit of approximately $308.1 million. We expect to incur additional operating losses as we commercialize HERmark, expand and further develop the VeraTag technology, transfer additional assays into the clinical laboratory, conduct clinical studies and expand our oncology commercial infrastructure to serve the oncology market.

ISSUANCE OF 0% CONVERTIBLE SENIOR UNSECURED NOTES

In January 2007, we issued $30 million principal amount of 0% Convertible Senior Unsecured Notes, due 2026 (the “0% Notes”). Although the 0% Notes are due in December 2026, the 0% Notes may be called at the holder’s option at December 31, 2011, December 31, 2016 or December 31, 2021, at a price equal to 100% of the accreted value. The aggregate purchase price for the 0% Notes was approximately $22.5 million. The 0% Notes do not bear interest and are convertible, at the option of the holder, into shares of our common stock, at an initial conversion price of $15.12 per share, which is equivalent to an initial conversion rate of approximately 66.14 shares per $1,000 principal amount of the 0% Notes. The conversion price will adjust automatically upon certain changes to our capitalization.

We have the option to cause all or any portion of the 0% Notes to automatically convert at such time as the closing price of our common stock is greater than $18.90 for twenty out of thirty consecutive trading days, provided that certain conditions are met. The 0% Notes are subordinated to all of our present senior debt, including the $25 million 3% Senior Secured Convertible Note, due May 19, 2010, issued to Pfizer in May 2006, as amended as described below, and our $10 million line of credit with Merrill Lynch Capital, subsequently acquired by General Electric, or GE.

AGREEMENTS WITH PFIZER INC

In May 2006, we entered into a non-exclusive Collaboration Agreement (the “Collaboration Agreement”) with Pfizer Inc (“Pfizer”) to facilitate the global availability for patient use of our proprietary co-receptor tropism assay, Trofile™ ™ (“Trofile Assay”). Our Trofile Assay is used to identify which co-receptor a patient’s HIV uses for entry to cells and has been used in connection with phase III clinical trials of Pfizer’s investigational CCR5 antagonist, Selzentry (maraviroc). In August, 2007, ~~maraviroc~~Selzentry was approved by the FDA for use in CCR5-tropic treatment-experienced patients. The FDA-approved label for ~~maraviroc~~Selzentry indicates that tropism testing should be used for patient selection and we expect that the Trofile Assay will be used to select patients for ~~maraviroc~~Selzentry. In October 2007, ~~maraviroc~~Selzentry was approved by the European Commission. Under the Collaboration Agreement we ~~have~~are ~~responsibility~~responsible for making our Trofile Assay available in the U.S. Pfizer ~~will~~has ~~have~~ responsibility for sales, marketing and regulatory matters outside of the U.S. and ~~will~~reimburses ~~reimburse~~ us for our expenses inincurred ~~establishing~~to establish and ~~maintaining~~maintain the logistics infrastructure ~~that may be~~ necessary to make the assay available ~~outside~~internationally ~~the U.S.~~ as required by Pfizer. The Collaboration Agreement’s ~~covers~~initial ~~the~~term ~~period~~expires ~~through~~on December 31, 2009, and is renewable by Pfizer for five successive one year terms. We and Pfizer also extended the ~~co-receptor~~Trofile ~~portion~~pricing provisions of our ~~existing~~ services agreement to support potential additional Pfizer clinical trials through December 31, 2009. This services agreement covers the provisions of Monogram assays for use by Pfizer in clinical studies.

We also entered into a note purchase agreement with Pfizer under which Pfizer purchased a Senior Secured Convertible Note in the principal amount of $25 million (the “Pfizer Note”). The Pfizer Note bears a 3% annual interest rate, payable quarterly in cash or shares of our common stock, at our option, and matures in May 2010, unless converted earlier. The Pfizer Note is convertible at Pfizer’s option into shares of our common stock at a conversion price of $216.~~7048~~23 per share and will automatically convert into shares of our common stock should the closing price of our common stock be greater than 150%, of the conversion price, or $424.0636 per share, for twenty out of thirty consecutive trading days. In addition, the Pfizer Note is secured by certain assets related to our HIV testing business, is subject to certain covenants ~~on our part~~ and ~~will~~is be senior in right of payment to all existing and future indebtedness, subject to certain limited exceptions. In connection with the sale of the 0% Notes, as described above, Pfizer, ~~and~~ U.S. Bank, and National Association, as trustee, and we entered into a subordination agreement in January 2007, setting forth the terms under which the 0% Notes are subordinated to the Pfizer Note. We also amended our note purchase agreement with Pfizer, and amended and restated the Pfizer Note, to conform to certain terms of the subordination agreement. As amended, the Pfizer Note provides that Monogram will be in default if (i) an event of default occurs and is continuing under the 0% Notes and (ii) the Trustee or any holders of the Notes gives notice to us of its or their intent to either accelerate the 0% Notes or exercise any other remedies thereunder (subject to certain limited exceptions).

As a result of the issuance of the 0% Notes, we were required to value and account for certain derivative instruments that are embedded in the Pfizer Note. We elected to early adopt SFAS 159, “The Fair Value Option for Financial Assets and Financial ~~Liabilities” to measure the Pfizer Note as a hybrid debt instrument in its entirety~~ with adjustments to the fair value reflected in the statement of operations. At the initial adoption of SFAS 159, we recorded a cumulative-effect of a change in accounting principle for the Pfizer Note of $2.2 million, resulting in a fair value of $22.8 million at January 1, 2007. For the three and nine months ended September 30, 2007, the valuation led to a $1.3 million and $2.1 million, respectively, decrease to the carrying value of the Pfizer Note, which is reflected as a non-operating expense in the statement of operations. As of September 30, 2007 and December 31, 2006, the fair value of the Pfizer Note was $20.7 million and $25.0 million, respectively. The unpaid principal balance of the Note was $25 million for both periods ended September 30, 2007 and December 31, 2006, respectively.

In accordance with Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” (“EITF 00-21”) revenue arrangements entered into after June 15, 2003, that include multiple element arrangements are analyzed to determine whether the deliverables are divided into separate units of accounting or as a single unit of accounting. Revenues are allocated to a delivered product or service when all of the following criteria are met: (1) the delivered item has value to the customer on a standalone basis; (2) there is objective and reliable evidence of the fair value of the undelivered item; and (3) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in our control. If all of the three required criteria under EITF 00-21 are met, then the deliverables would be accounted for separately, completed as performed. Otherwise, the arrangement would be accounted for as a single unit of accounting and the payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. If we cannot reasonably estimate when a performance obligation either ceases or becomes inconsequential, then revenue is deferred until we can reasonably estimate when the performance obligation ceases or becomes inconsequential.

~~reimbursement~~Liabilities” ofto ~~costs~~measure ~~for~~ the ~~establishment~~Pfizer ~~and~~Note ~~operation~~as ofa ~~supply~~hybrid ~~infrastructure~~debt ~~outside~~instrument ofin ~~the~~its ~~U.S.~~entirety ~~and~~with ~~potential~~adjustments ~~assistance~~ to ~~Pfizer in~~ the ~~establishment~~ ~~and~~fair ~~operation~~value ofreflected ain ~~second~~the ~~facility~~consolidated statement ~~for processing~~ of ~~tropism assays~~operations. ~~Under~~At the ~~guidelines~~initial adoption of ~~EITF~~SFAS ~~00-21~~159, we ~~have~~recorded ~~determined~~a ~~that~~cumulative-effect ~~the~~of ~~collaboration~~a ~~with~~change ~~Pfizer~~in ~~should~~accounting beprinciple ~~accounted~~ for asthe aPfizer ~~single~~Note ~~unit~~ of ~~accounting~~$2.2 ~~due~~million, toresulting ~~the~~in ~~absence~~a ~~of established~~ fair ~~values~~value of ~~certain~~$22.8 ~~undelivered~~million ~~elements.~~at ~~Accordingly~~January 1, we2007. ~~have~~For ~~deferred revenue under this collaboration until~~ the ~~earlier~~three month ofperiod ~~establishment~~ending ofMarch 31, ~~fair~~2009, ~~values~~this orvaluation ~~completion~~resulted ofin ~~the~~a ~~deliverables~~$2.0 ~~Additionally,~~million ~~related~~increase ~~direct~~to ~~costs for~~ the ~~establishment~~ ~~and~~carrying ~~operation~~value of ~~supply infrastructure outside of~~ the ~~U.S.~~Pfizer ~~that~~Note, ~~are~~which ~~contractually~~is ~~reimbursable~~reflected onas a non-~~refundable~~operating ~~basis~~income ~~under~~in ~~this~~the ~~collaboration~~consolidated ~~have~~statement ~~been~~of ~~deferred~~operations. As of ~~September~~March 3031, ~~2007~~2009, the wecarrying ~~had~~value ~~$6.1~~of ~~million~~the ofPfizer ~~deferred revenue~~Note ~~and~~was $520.26 million ofand ~~deferred~~the ~~costs~~unpaid ~~under~~principal ~~the~~balance ~~Collaboration~~was ~~Agreement~~$25 million.

In accordance with Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” (“EITF 00-21”) revenue arrangements entered into after June 15, 2003, that include multiple element arrangements are analyzed to determine whether the deliverables are divided into separate units of accounting or as a single unit of accounting. Revenues are allocated to a delivered product or service when all of the following criteria are met: (1) the delivered item has value to the customer on a standalone basis; (2) there is objective and reliable evidence of the fair value of the undelivered item; and (3) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in our control. If all of the three required criteria under EITF 00-21 are met, then the deliverables would be accounted for separately, completed as performed. Otherwise, the arrangement would be accounted for as a single unit of accounting and the payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. If we cannot reasonably estimate when a performance obligation either ceases or becomes inconsequential, then revenue is deferred until we can reasonably estimate when the performance obligation ceases or becomes inconsequential.

The Pfizer collaboration is a multiple element arrangement, including supply of the Trofile Assay in additional clinical studies (including expanded access programs in both the U.S. and outside the U.S.), supply of the Trofile Assay for use outside of the U.S., reimbursement of costs to establish and operate the supply infrastructure outside of the U.S. and potential assistance to Pfizer in the establishment and operation of a second facility to process tropism assays. Under the guidelines of EITF 00-21, we have determined that the collaboration with Pfizer be accounted for as a single unit of accounting due to the absence of established fair values of certain undelivered elements. Accordingly, we have deferred revenue under this collaboration until the earlier of establishment of fair values or completion of the deliverables. Additionally, related direct costs to establish and operate the supply infrastructure outside of the U.S. that are contractually reimbursable on a non-refundable basis are deferred. As of March 31, 2009, we had $25.0 million of deferred revenue and $19.1 million of deferred costs relating to the Collaboration Agreement, within the U.S. and internationally.

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Reference is made to “Summary of Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, ~~2006~~2008. As of the date of the filing of this Quarterly Report, we have not identified any significant changes to the critical accounting policies discussed in our Annual Report for the year ended December 31, ~~2006, except as described below~~2008.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, other accrued expenses and short-term obligations approximate fair value based on the highly liquid, short-term nature of these instruments. We also have long-term instruments consisting of debt obligations. We value debt obligations in accordance with the guidelines set forth in SFAS 155, “Accounting for Certain Hybrid Financial Instruments” and SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” using the framework established by SFAS 157 , “Fair Value Measurements” for measuring fair value.

License Revenue

We recognize revenue from up-front license fees when the earnings process is complete and no further obligations exist. If further obligations exist, the up-front license fee is recognized ratably over the obligation period. Royalties received under the license are recorded as earned in accordance with contract terms, when third-party results are reliably measured and collectibility is reasonably assured.

RECENTLY ISSUED ACCOUNTING STANDARDS

InSee ~~February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting~~Note ~~for~~1 ~~Certain Hybrid Financial Instruments” (~~“~~SFAS 155”).~~Summary ~~SFAS 155~~of ~~amends~~Significant ~~SFAS 133 “~~Accounting ~~for Derivative Instruments and Hedging Activities~~Policies” ~~(“SFAS 133”) and SFAS 140 “Accounting for Transfers and Servicing~~ of ~~Financial Assets and Extinguishments of Liabilities” and addresses~~ the ~~application~~Notes ~~of SFAS 133~~ to ~~beneficial~~Consolidated ~~interests~~Financial inStatements ~~securitized~~for ~~financial assets. SFAS 155 establishes~~ a ~~requirement~~full todescription ~~evaluate interests~~of inrecently ~~securitized~~issued ~~financial~~accounting ~~assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. Additionally~~standards, ~~SFAS 155~~including permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS 155 is effective for fiscal years beginning after September 15, 2006. The Company elected to adopt SFAS 155 to measure the ~~fair~~expected ~~value~~dates of ~~the~~adoption 0%and ~~Notes~~estimated ~~as a hybrid debt instrument in its entirety with adjustments to the fair value reflected in the statement of operations. The~~ effects ofon ~~the~~results ~~adoption are shown in Management’s Discussion and Analysis~~ of ~~Financial~~operations ~~Condition~~ and ~~Results~~financial ofcondition, ~~Operations~~which ~~under~~is ~~“Convertible~~incorporated ~~debt valuation adjustments and interest income, net”~~therein.

InCONSOLIDATED ~~July 2006,~~RESULTS ~~the~~OF ~~FASB~~OPERATIONS issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not impact our financial statements due to our history of net losses and fully reserved deferred tax assets. Interest and penalties are zero and the Company’s policy is to expense interest and penalties, if any, to income tax expense as incurred.

InThree ~~September~~months ~~2006,~~ended ~~the FASB issued statement No.~~March ~~157~~31, ~~“Fair~~2009 ~~Value Measurements” (“SFAS 157”). This standard establishes the framework for measuring fair value~~ and ~~expands~~2008 the disclosure requirement for fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We elected to early adopt SFAS 157, effective January 1, 2007, and concluded that FAS 157 is applicable to the valuation of the Pfizer Note and 0% Notes. The effects of the adoption are shown in Management’s Discussion and Analysis of Financial Condition and Results of Operations under “Cumulative effect of change in accounting principle” and “Convertible debt valuation adjustments and interest income, net”.


	Three Months Ended March 31,
	2009		2008
	(In thousands)
Product revenue	$	13,586	$	14,007
Contract revenue		605		820
License revenue		15		10

Total revenue	$	14,206	$	14,837

Revenue. Revenue for the three months ended March 31, 2009, decreased $0.6 million to $14.2 million compared to $14.8 million for the corresponding period in 2008. The decrease in total revenue was driven primarily by a $0.4 million decrease in product revenue, including a $0.8 million decrease in HIV resistance and pharmaceutical testing offset by a $0.4 million increase in revenue generated from our Trofile Co-Receptor Tropism Assay used for selecting HIV patients to be treated with Pfizer’s Selzentry.

InOur ~~December~~product ~~2006,~~revenue ~~the~~consists ~~FASB~~primarily ~~issued~~of ~~FASB~~revenue ~~Staff~~generated ~~Position~~from ~~(“FSP”)~~our ~~EITF~~HIV ~~00-19-2~~resistance ~~(“FSP~~testing, ~~EITF~~Tropism 00testing and HIV pharmaceutical testing. Our Trofile Co-~~19-2”),~~Receptor ~~Accounting~~Tropism ~~for~~Assay ~~Registration~~was ~~Payment~~launched ~~Arrangements~~in 2007. ~~Adoption~~In ofAugust ~~FSP~~2007, ~~EITF~~Selzentry, ~~00-19-02~~the isfirst ~~required~~drug ~~for~~in ~~fiscal~~a ~~years~~new ~~beginning~~class ~~after~~of ~~December 15~~HIV drugs called CCR5 antagonists, ~~2006.~~was ~~FSP~~approved ~~EITF~~by 00the FDA for use in CCR5-19tropic treatment-2experienced ~~requires~~patients. ~~contingent~~The ~~obligations~~FDA-approved ~~under~~label afor ~~registration~~Selzentry ~~payment arrangement~~indicates tothat tropism testing should be ~~recognized~~used for patient selection and ~~measured~~we inexpect ~~accordance~~that ~~with~~the ~~SFAS~~Trofile NoAssay will continue to be used to select patients for Selzentry. 5 However, ~~“Accounting~~if our test is not used to select patients for ~~Contingencies”~~Selzentry, ~~(“FAS 5”).~~this ~~FAS 5~~could ~~requires~~have ~~loss~~a ~~contingencies~~significant tonegative beimpact ~~accrued~~on ~~and~~our ~~expensed~~potential iffuture ~~they~~revenues. ~~are~~We ~~probable~~recorded nominal revenue in 2008 and ~~reasonably~~for the three months ended March 31, 2009 with ~~estimable~~HERmark, our first oncology test that was made commercially available in July 2008. ~~The~~We expect that additional adoption of ~~FSP~~HERmark ~~EITF~~by ~~0-19-2~~physicians ~~did~~will ~~not~~occur ~~impact~~for ~~our~~the ~~financial~~remainder ~~statements~~of 2009 and that revenue will increase once as clinical utility is demonstrated for HERmark and reimbursement is established by third party payers.

InContract ~~February~~revenue ~~2007,~~is ~~the~~earned ~~FASB issued~~from ~~SFAS No. 159,~~HIV ~~“The~~research ~~Fair~~grants ~~Value~~with ~~Option~~the ~~for~~National ~~Financial~~Institutes ~~Assets~~of ~~and~~Health ~~Financial Liabilities”~~ (“~~SFAS 159~~NIH”), ~~which~~and ~~permits~~from ~~entities~~other tonon-product ~~choose~~and tonon-license ~~measure~~revenue. ~~many~~For ~~financial~~the ~~instruments~~three ~~and~~months ~~certain~~ended ~~other~~March 31, ~~items~~2009, atthese ~~fair~~sources ~~value~~of ~~that are~~revenue ~~not~~decreased ~~currently~~$0.2 ~~required~~million to be$0.6 ~~measured~~million ~~at fair value~~from $0.8 ~~SFAS 159~~million ~~is effective~~ for ~~fiscal~~the ~~years~~same ~~beginning~~period ~~after~~in ~~November 15~~2008, ~~2007.~~primarily Wedue ~~elected~~ to ~~early~~decreased ~~adopt~~grant-related ~~SFAS~~activity. ~~159,~~Contract ~~effective~~revenue ~~January 1,~~may ~~2007,~~fluctuate from period to ~~measure~~period ~~the~~depending ~~fair~~upon ~~value~~the phase of the ~~Pfizer Note~~grant asor aproject ~~hybrid~~life ~~debt~~cycle. ~~instrument~~We inhave ~~its~~an ~~entirety~~active ~~with~~program ~~adjustments~~of toapplying ~~the~~for NIH ~~fair~~funding ~~value~~and ~~reflected~~currently inhave ~~the~~a ~~statement~~number of ~~operations.~~active ~~The~~grants ~~effects~~that ofwe believe will support the ~~adoption~~development ~~are~~of ~~shown~~analytical inand ~~Management’s~~database ~~Discussion~~tools to facilitate the identification and ~~Analysis~~characterization of ~~Financial~~drug ~~Condition~~resistant strains of HIV, and ~~Results~~assays ofthat will aid ~~Operations~~in ~~under~~the ~~“Convertible~~pre-clinical ~~debt~~and ~~valuation~~clinical ~~adjustments~~evaluation ~~and~~of ~~interest~~the ~~income,~~next ~~net”~~generation of anti-viral therapeutics.

InWe ~~June~~recorded ~~2007,~~nominal ~~the~~license ~~Emerging~~revenue ~~Issues Task Force~~for ~~(“EITF”)~~both ~~reached~~the athree ~~final~~month ~~consensus~~periods onending ~~EITF Issue No.~~March ~~07-3~~31, ~~“Accounting~~2009 ~~for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research~~ and ~~Development Activities” (“EITF 07-3”)~~2008. ~~EITF~~ ~~07-3~~License isrevenue ~~effective~~consists ~~for~~of ~~fiscal~~revenue ~~years~~from ~~beginning~~Caliper ~~after~~Life ~~December 15~~Sciences, ~~2007~~Inc. ~~EITF~~ ~~07-3~~for ~~requires~~the ~~that~~microfluidics ~~non-refundable~~patent ~~advance~~portfolio ~~payments~~acquired ~~for~~in ~~future~~our ~~research~~merger ~~and~~with ~~development~~ACLARA ~~activities~~in be2004. ~~capitalized~~Under ~~until~~a ~~the~~license agreement, ~~goods~~Caliper ~~have~~is ~~been~~obligated ~~delivered~~to orpay ongoing royalties related ~~services~~to ~~have~~product ~~been~~and ~~performed. We~~service dorevenues ~~not~~that ~~expect~~encompass the ~~adoption~~use of ~~EITF 07-3~~our topatents, ~~have~~and aroyalty ~~significant~~sharing ~~impact~~for onany ~~our~~sublicense ~~financial~~revenue ~~statements~~generated by Caliper.

~~RESULTS~~We OFanticipate ~~OPERATIONS~~quarterly variations in product revenue due primarily to fluctuations in the timing of various planned and ongoing clinical studies conducted by pharmaceutical companies. Revenues from pharmaceutical company customers are expected to be reduced in the remainder of 2009 due to the timing of customers’ clinical trials. We have significant customer concentration and the loss of any major customer or the reduced use of our products by a major customer could have a significant negative impact on our revenue. For the three months ended March 31, 2009 and 2008, approximately 23% and 20%, respectively, of our revenues were derived from tests performed for the beneficiaries of the Medicare and Medicaid programs. Additionally, for the three months ended March 31, 2009 and 2008, Quest Diagnostics Incorporated represented approximately 10% and 11% and Schering-Plough represented approximately 8% and 10% of our total revenue, respectively.

~~Three~~Cost of product revenue. Cost of product revenue was $6.6 million and ~~Nine~~$6.4 million for the three months ended ~~September~~March, 31, 2009 and 2008, respectively. Included in these costs are materials, supplies, labor and overhead related to product revenue. Corresponding product revenue gross margins were 51% and 55% for the three months ended March 3031, ~~2007~~2009 and ~~2006~~2008, respectively. The increase in product costs and the related decrease in product gross margin for the three month period ended March 31, 2009 as compared to the corresponding period in 2008, was primarily due to lower revenue and to increased facilities and material costs. Our gross margins also vary due to fluctuations in our various product revenues. Our Trofile and HIV pharmaceutical testing revenues carry a higher gross margin than our HIV resistance testing. We anticipate that gross margins on product revenue will continue to be affected by changes in the mix of our revenues as well as by the overall level of revenue. We believe that HERmark and other potential oncology products will have a higher gross margin than our HIV products.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2007		2006		2007		2006
	(In thousands)
Product revenue	$	8,745	$	10,415	$	26,751	$	35,418
Contract revenue		463		687		1,266		2,310
License revenue		1,186		—		1,486		—
Total revenue	$	10,394	$	11,102	$	29,503	$	37,728

Research and development. Research and development costs were $5.9 million for the three months ended March 31, 2009, as compared to $6.0 million for the same period in 2008. The $0.1 million decrease in 2009 of research and development expenses was primarily due to decreased contracting expenses relating to our oncology programs and personnel costs offset by increased facilities costs relating to the lease of a building in April 2008. The successful development of our products is highly uncertain. Completion dates and research and development expenses can vary significantly for each product and are difficult to predict.

~~Revenue.~~Our ~~Revenue~~products ~~was $10.4 million and $29.5 million for the three and nine months ended~~in ~~September 30,~~development ~~2007,~~overlap ~~compared to $11.1 million~~ and ~~$37.7~~most ~~million for the corresponding periods in 2006. The overall decrease~~ of ~~$8.2~~our ~~million~~research inand ~~revenue~~development ~~for~~activities ~~the nine months ended September 30, 2007, compared to the corresponding period~~ in ~~2006,~~ ~~was~~infectious ~~driven~~disease byand aoncology ~~$8.7~~are ~~million~~advancing ~~decrease~~multiple inpotential product ~~revenue~~lines. ~~primarily~~Due ~~due~~ to ~~the~~ substantial ~~completion~~overlap, inwe ~~2006,~~do ofnot ~~Pfizer’s~~track ~~phase~~costs ~~III~~on ~~clinical trial of maraviroc, the first drug in~~ a ~~new~~project ~~class~~by ofproject ~~HIV drugs called CCR5 antagonists. The use of our testing services~~basis, ~~including~~except ~~our Trofile Co-Receptor Tropism Assay in Pfizer’s phase III clinical trial of maraviroc had generated significant revenue in the first half of 2006. In August 2007, maraviroc was approved~~for by the ~~FDA~~costs ~~for~~related ~~use~~to incontract ~~CCR5-tropic treatment-experienced patients~~revenue. ~~The~~A ~~FDA-approved~~portion ~~label~~of ~~for~~our ~~maraviroc~~infectious ~~indicates~~disease ~~that~~research ~~tropism testing should be used for patient selection~~ and wedevelopment ~~expect~~expenses ~~that~~are ~~the~~funded ~~Trofile~~by ~~Assay~~grants ~~will be used to select patients for maraviroc. We introduced our Trofile Assay commercially in August 2007,~~ and ~~Medicare~~development ~~is already providing coverage and reimbursement for the assay~~contracts. ~~However, if our test is not used to select patients for maraviroc, this could have a significant negative impact on our potential future revenues.~~

~~Contract~~A ~~revenue~~substantial ~~consists~~portion of ~~revenues~~our ~~from~~research ~~VeraTag~~ and ~~oncology collaborations~~development ~~with~~expenditures ~~pharmaceutical~~are ~~and~~directed ~~biotechnology~~at ~~companies~~continuing asthe ~~well~~development asand ~~National~~clinical ~~Institutes~~validation of ~~Health,~~our orVeraTag ~~NIH,~~technology. ~~research~~VeraTag ~~grants~~assays ~~and~~are ~~other~~designed ~~non-product~~to detect proteins and ~~non-license~~protein ~~revenue.~~complexes, Inincluding ~~2007,~~protein ~~these~~dimers ~~sources~~and ofmodified ~~revenue~~forms ~~were~~of ~~reduced~~these asproteins. weThese ~~focused~~analytes ~~our~~are ~~oncology development~~not ~~efforts~~readily ondiscernible ~~enhancing~~with ~~the~~other ~~operational~~technologies, ~~reproducibility~~especially ~~and~~in ~~sensitivity~~human oftissue ~~the~~samples ~~VeraTag~~that ~~assays~~have ~~and~~been ~~studies~~stored ~~designed~~in tothe ~~clinically~~standard ~~validate~~clinical method aof ~~VeraTag~~formalin-fixed/paraffin ~~test~~embedded ~~for~~(“FFPE”). ~~applications~~Measurements inof ~~oncology.~~activated Weproteins ~~intend~~are expected to ~~make~~provide ~~our~~valuable ~~first~~information ~~oncology~~with ~~test available~~respect to ~~patients~~the ~~upon~~activation ~~completion~~states of ~~transferring~~key ~~the~~signaling ~~VeraTag~~pathways ~~assays~~that ~~from~~drive cell proliferation and survival in tumors, and serve as biomarkers that indicate the ~~research~~likelihood ~~setting~~of ~~into~~response ~~our~~to ~~CLIA~~particular ~~certified~~targeted ~~laboratory~~therapeutics ~~and~~in ~~after~~individual ~~sufficient~~patients ~~clinical~~and ~~data~~specific ispatient ~~generated~~sub-groups. WeImportantly, ~~have~~our anVeraTag ~~active~~assays ~~program~~require ofonly ~~applying~~a ~~for~~very ~~NIH~~small ~~funding~~amount ~~and~~of ~~currently~~biological ~~have~~sample aand ~~number~~are ofdesigned ~~active~~to ~~grants~~be ~~that~~performed wedirectly ~~believe~~on ~~will~~FFPE ~~help~~tissue ~~support~~samples, ~~the~~as ~~development~~well ofas ~~analytical~~other ~~and~~sample ~~database~~formats. ~~tools~~This ability to ~~facilitate~~utilize ~~the~~small ~~identification~~amounts ~~and~~of ~~characterization~~human ofclinical ~~drug~~samples ~~resistant~~in ~~strains~~a wide range of ~~HIV~~formats, ~~and~~without ~~assays~~extensive ~~that~~and ~~will~~time-consuming sample ~~aid~~preparation, inmakes ~~the pre-clinical~~VeraTag ~~and~~assays ~~clinical~~well ~~evaluation~~suited ofto ~~the~~diagnostic ~~next~~applications ~~generation~~in ofhuman ~~anti-viral~~disease ~~therapeutics~~management.

~~License~~The ~~revenue~~VeraTag ~~consists~~platform ofis ~~revenue~~not ~~from~~specific ato ~~license~~cancer. ~~agreement,~~Measurements ~~dated~~of ~~March 30,~~proteins ~~2007,~~and ~~with~~activated ~~Caliper~~proteins ~~Life~~may ~~Sciences,~~be ~~Inc.~~clinically ~~for~~relevant ~~the~~in ~~microfluidics~~a ~~patent~~wide ~~portfolio~~range ~~acquired~~of indisease ~~our~~areas. ~~merger~~Our ~~with~~focus ~~ACLARA~~ in ~~2004.~~developing ~~Under~~ the ~~license~~technology ~~agreement, Caliper is obligated~~ to ~~pay~~date ~~ongoing~~has ~~royalties~~been ~~related~~on tocancer, ~~product~~specifically ~~and~~on ~~service revenues that encompass~~ the ~~use~~EGFR/HER family of ~~our patents,~~protein ~~and royalty sharing for any sublicense revenue generated by Caliper~~receptors. WeThe ~~recorded~~following ~~$1.2~~table ~~million~~summarizes ongoing and ~~$1.5~~planned ~~million~~development activities ~~in license revenues~~ for the ~~three~~assays ~~and~~that ~~nine~~have ~~months~~been ~~ended~~developed ~~September 30,~~or ~~2007, primarily from a non-recurring, upfront royalty for one particular license executed by Caliper. Revenues under the agreement with Caliper~~ are ~~likely~~in ~~to be lower for the remainder of 2007 and beyond~~development.

We anticipate quarterly variations in revenue due primarily to fluctuations in the timing of various planned and ongoing clinical studies conducted by pharmaceutical companies.


Assay	Development Status	Ongoing and Planned Development Activities
HER2 total protein	CLIA validated	• Clinical studies are ongoing and planned to evaluate these assays in breast cancer patient tissue samples, to evaluate their correlation with response to Herceptin treatment
HER2:HER2 homodimer	CLIA validated
HER1 total protein	Research use	• Clinical studies are ongoing and planned to evaluate certain of these assays in breast cancer patient tissue samples, to evaluate their correlation with resistance to Herceptin treatment • Clinical studies are planned to evaluate certain of these assays in patient tissue samples in other cancers, including lung, head and neck and others, to evaluate their correlation with clinical outcomes to targeted cancer drugs • Additional development to optimize assay performance • On establishment of clinical utility, assays may be validated in the clinical reference laboratory to enable availability as CLIA-validated tests
HER3 total protein	Research use
HER1:HER1 homodimer	Research use
HER1:HER2 heterodimer	Research use
HER2:HER3 heterodimer	Research use
HER3:PI3K complex (a downstream signaling complex in the Akt pathway)	Research use
p95 (a proteolytically truncated form of the HER2 protein)	Research use

WeOur ~~have~~infectious ~~significant~~disease ~~customer~~programs ~~concentration~~are ~~and~~primarily ~~the~~focused ~~loss~~on ofsupport ~~any~~and ~~major~~continued ~~customer~~development ~~or the reduced use~~ of our ~~products by a major customer could have a~~ ~~significant~~portfolio ~~negative~~of ~~impact~~HIV onresistance ~~our revenue. Our revenue derived from~~ tests ~~performed for beneficiaries of the Medicare~~ and ~~Medicaid~~Trofile, ~~programs represented approximately 25% and 28% of~~ our ~~product~~tropism ~~revenue~~patient ~~for~~selection ~~the~~test. ~~three~~In ~~and~~addition ~~nine~~to ~~months~~these ~~ended September 30,~~HIV ~~2007~~tests, aswe ~~compared~~continue to ~~23%~~develop, ~~and~~with ~~20%~~grant ~~for~~funding, ~~the~~our ~~corresponding~~HIV ~~periods~~Antibody inNeutralization ~~2006~~assay. ~~Pfizer~~This ~~represented~~assay ~~approximately~~is 6%validated ~~and 7% of our total product revenue~~ for ~~the~~research ~~three~~purposes and is ~~nine~~available ~~months ended September 30, 2007, as compared~~ to 8%pharmaceutical ~~and~~company ~~22% of our total revenue for the corresponding periods in 2006~~customers. ~~Laboratory~~Additional ~~Corporation~~development ofwork ~~America~~is ~~represented~~ongoing ~~approximately~~related ~~10%~~to ~~and~~the ~~12%~~use of our ~~total~~assays ~~revenue~~in ~~for~~vaccine ~~the~~development. ~~three~~We ~~and~~also ~~nine~~continue ~~months~~to ~~ended September 30~~develop, ~~2007,~~with asfunding ~~compared~~from toa 7%grant and 5%from ~~for~~a ~~the corresponding~~pharmaceutical ~~periods~~company ~~in 2006~~partner, resistance ~~respectively.~~assays ~~Quest~~for ~~Diagnostics~~HCV. ~~Incorporated~~A ~~represented~~GeneSeq ~~approximately~~HCV ~~10%~~(NS5B) ~~and~~assay ~~11%~~has ofbeen ~~our~~validated ~~total revenue~~ for ~~the~~research ~~three~~use and ~~nine~~is ~~months~~available ~~ended~~to ~~September 30,~~pharmaceutical ~~2007,~~company ascustomers. ~~compared~~GeneSeq toHCV ~~12%~~(NS3) and ~~10%~~PhenoSense ~~for~~HCV ~~the~~assays ~~corresponding periods~~are also in ~~2006~~development.

~~Cost~~The ofcompletion ~~product revenue. Cost~~ of ~~product~~our ~~revenue~~research ~~was~~and ~~$5.8~~development ~~million~~projects ~~and~~is ~~$16.8~~subject ~~million~~to ~~for~~a ~~the~~number ~~three~~of risks and ~~nine months ended September 30~~uncertainties, ~~2007,~~including ~~compared~~unplanned todelays ~~$6.0~~or ~~million~~expenditures during ~~and~~product ~~$17.3~~development, ~~million for~~ the ~~corresponding~~extent ~~periods~~of inclinical ~~2006.~~testing ~~Gross~~required ~~margins~~for ~~decreased~~market toadoption ~~34%~~ and ~~37%,~~regulatory ~~respectively~~approvals, ~~for~~ the ~~three~~timing and ~~nine~~results ~~months~~of ~~ended~~clinical ~~September 30~~trials, ~~2007,~~failure ~~compared~~ to ~~43%~~validate ~~and 51%~~our intechnology ~~the~~and ~~corresponding~~products ~~periods~~ in ~~2006.~~clinical ~~The~~trials ~~decrease~~and infailure ~~gross~~to ~~margin~~receive any ~~percentage~~necessary inregulatory ~~2007,~~approvals. asBecause ~~compared~~of tothese ~~2006~~uncertainties, ~~was a result of~~ the ~~reduction~~nature, intiming ~~pharmaceutical~~and ~~testing~~estimated ~~revenues~~costs ~~due to the substantial completion, in 2006,~~ of the ~~phase~~efforts ~~III~~necessary ~~trial~~to ~~of maraviroc.~~complete ~~Additionally,~~our inresearch ~~2007,~~and wedevelopment ~~deferred~~projects ~~revenue~~cannot ~~related~~be todetermined ~~Pfizer’s~~or ~~expanded~~estimated ~~access~~with ~~program~~any ~~and~~degree ~~also performed a number~~ of ~~commercial~~certainty. ~~Trofile~~Any delays ~~tests~~or inadditional ~~the~~research ~~U.S.,~~and ~~for~~development ~~which~~efforts wemay ~~were~~also ~~unable~~require tous ~~recognize revenue due~~ to ~~the~~obtain ~~timing~~additional ~~of reimbursement~~sources ~~decisions. As~~ of ~~September 30,~~funding ~~2007,~~to wecomplete ~~had~~development ~~deferred revenue~~ of $6our products.1 ~~million~~Our ~~and~~failure ~~$5.2~~to ~~million~~complete development of ~~related~~our ~~deferred~~products ~~costs.~~would Wehave ~~anticipate~~a ~~that~~material ~~gross~~adverse ~~margins~~impact on our ~~product~~ability ~~revenue will continue~~ to beincrease ~~affected~~revenue byand ~~these~~on ~~factors. We believe that~~ our ~~potential~~financial ~~future~~position ~~oncology~~and ~~products will have a higher gross margin than our HIV products~~liquidity.

~~Research~~Sales and ~~development~~marketing. ~~Research~~ Sales and ~~development~~marketing ~~costs~~expenses were $34.80 million and $144.34 million for ~~the~~ three ~~and nine~~ months ended ~~September~~March 3031, ~~2007,~~2009 ~~respectively~~and 2008, ~~compared to $4~~respectively.6 ~~million~~The ~~and~~ $140.4 million ~~for the corresponding periods in 2006. The~~ decrease ~~of $0.8 million~~ for the three ~~months~~month ~~ended~~period ~~September~~ending March 3031, ~~2007~~2009, as compared to the ~~corresponding~~same period in ~~2006~~2008, was ~~due~~primarily toattributed to lower ~~compensation~~marketing ~~expense~~activities offset by the expansion of ~~approximately~~our $0sales force.7 ~~million,~~We ~~primarily~~expect ~~related~~that toour ~~the~~sales ~~extinguishment~~and ofmarketing ~~the~~expenses ~~CVR~~for ~~liability~~promotional onprograms ~~the expiry~~as ofwell ~~certain~~as ~~assumed~~for ~~ACLARA~~sales ~~stock~~and ~~options~~marketing ~~and~~personnel towill ~~reduced~~increase ~~testing~~with inthe ~~support~~commercialization of ~~research~~HERmark and ~~development~~in preparation ~~and~~for ~~grant~~the ~~programs~~introduction of future oncology products.

WeGeneral ~~have expanded~~and ~~our~~administrative. ~~business~~General ~~focus~~and ~~from~~administrative ~~infectious~~expenses ~~diseases to also include oncology~~were $3.5 ~~Accordingly,~~million ~~our research~~ and ~~development expenditures have increased~~$4.6 ~~These~~million ~~expenditures~~for ~~are~~three inmonths ~~connection~~ended ~~with~~March 31, ~~the~~2009 ~~further~~and ~~development~~2008, ofrespectively. ~~the~~The ~~VeraTag~~$1.1 ~~technology and~~million ~~preparations~~decrease for the ~~transfer~~three ofmonths ~~the~~ended ~~VeraTag~~March 31, ~~assays~~2009 ~~from~~as ~~the~~compared ~~research setting~~ to ~~our~~the ~~CLIA~~same ~~certified~~period ~~clinical~~in ~~laboratory~~2008, ~~with~~was ~~the~~primarily ~~objective~~due ~~of generating clinical data~~ to ~~support~~ a ~~commercial~~decrease ~~launch of VeraTag assays. The successful~~in ~~development~~personnel ofcosts ~~our~~offset ~~products~~by isincreased ~~highly~~facilities ~~uncertain.~~costs ~~Completion~~relating ~~dates~~to ~~and~~the ~~research~~lease ~~and~~of ~~development~~a ~~expenses~~building ~~can~~in ~~vary~~April ~~significantly for each product and are difficult to predict~~2008.

~~Our~~Stock-based ~~products~~Compensation. inStock-based ~~development~~compensation ~~for~~expenses ~~HIV~~related ~~and~~to ~~other~~employee ~~infectious~~stock ~~diseases~~option awards ~~target viral diseases~~ and ~~reflect~~employee ~~a number~~stock ofpurchases ~~approaches~~recognized tounder ~~assessing~~SFAS ~~resistance~~123R inwere ~~individual~~$0.7 ~~patients~~and ~~to particular drugs~~$1.0 ~~Our~~million ~~product~~for ~~lines~~the ~~overlap~~three ~~and~~months ~~most~~ended ofMarch 31, ~~our~~2009 ~~research~~ and ~~development~~2008, ~~activities~~respectively. inThe ~~infectious~~$0.3 ~~disease~~million ~~are~~decrease ~~advancing~~in ~~multiple~~stock-based ~~potential~~compensation ~~product~~expenses ~~lines.~~for ~~Due~~the tothree ~~this~~month ~~substantial~~period ~~overlap~~ending March 31, we2009 doas ~~not~~compared ~~track~~to ~~costs~~the oncorresponding aperiod ~~project~~in ~~by project basis~~2008, ~~except~~was ~~for~~primarily ~~the~~due ~~costs~~to ~~related~~a tolower ~~contract~~fair ~~revenue.~~value Aper ~~portion~~share of ~~our~~stock ~~infectious~~options ~~disease~~granted ~~research~~to ~~and~~employees ~~development expenses are funded by grants and commercial contracts. The following table sets our costs included~~ in ~~research~~2009 ~~and~~as ~~development~~well ~~expenses~~as ~~that~~a ~~are~~recovery ~~associated~~of ~~with~~expense ~~such~~for ~~revenues:~~unvested cancelled shares.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2007		2006		2007		2006
	(In thousands)
NIH Grants:
HIV assays	$	342	$	445	$	872	$	1,095
HIV database		76		88		230		259
HCV assay		45		27		138		86
Commercial assay development and other projects		—		127		26		870
Total	$	463	$	687	$	1,266	$	2,310

The table below sets out stock-based compensation expenses recognized under SFAS 123R for the three months ended March 31, 2009 and 2008, including CVR expenses related to options that vested in the period.

Below is a summary of our products in development for HIV and other infectious diseases.


	Three Months Ended March 31,
	2009		2008
	(In thousands)
Cost of product revenue	$	106	$	127
Research and development		160		281
Sales and marketing		164		205
General and administrative		269		384

	$	699	$	997

Infectious disease products in development		Status
Replication Capacity HIV, a measurement of fitness		In development(1)
PhenoSense HIV Entry, entry inhibitor assay		In development(2)
GeneSeq HIV Entry, entry inhibitor assay		In development(3)
PhenoSense and GeneSeq HIV Integrase, integrase inhibitor assays		In development(4)
PhenoSense HIV Antibody Neutralization, a vaccine development and evaluation assay		In development(5)
PhenoSense and GeneSeq HIV Assembly/Maturation, virus assembly or maturation inhibitor assays		In development(6)
PhenoSense HCV, a phenotypic hepatitis C inhibitor assay		In development(7)
GeneSeq HCV, a genotypic hepatitis C inhibitor assay		In development(7)

Stock compensation expense under SFAS 123R is expected to continue to have an effect on results of operations in future periods and this impact may be significant.

~~(1)~~In ~~The~~addition, ~~Replication~~we ~~Capacity~~accounted ~~HIV~~for ~~assay~~stock isoption ~~validated~~grants to non-employees in accordance ~~our~~with ~~clinical~~the ~~laboratory~~Emerging ~~and~~Issues ~~the~~Task ~~data~~Force isConsensus ~~currently~~No. 96-18, ~~reported~~“Accounting onfor ~~our~~Equity ~~PhenoSense~~Instruments ~~HIV~~That ~~and~~Are ~~PhenoSense~~Issued GTto ~~tests~~Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” which requires the options subject to ~~both~~vesting ~~pharmaceutical~~to ~~company~~be ~~customers~~periodically ~~and~~re-valued ~~for~~over ~~patient~~their ~~testing~~service periods, which approximate the vesting period. ~~Clinical~~The ~~development~~impact ~~work~~of ~~continues~~these options has not been material.

~~(2)~~Convertible ~~The~~debt ~~PhenoSense~~valuation ~~HIV~~adjustments ~~Entry~~and ~~Assay~~interest ~~has~~income, ~~been~~net. ~~validated~~Convertible indebt ~~our~~valuation ~~clinical~~adjustments ~~laboratory~~were unfavorable by $5.4 million and favorable by $4.7 million for the ~~subclass~~three ofmonths ~~entry~~ended ~~inhibitors~~March 31, ~~that~~2009 ~~block~~and ~~host~~2008, ~~cell-virus~~respectively. ~~membrane~~Pursuant ~~fusion~~to the guidelines set forth in SFAS 155, ~~such~~“Accounting asfor ~~enfuvirtide~~Certain ~~(Fuzeon)~~Hybrid Financial Instruments,” we elected to initially and subsequently ismeasure ~~available~~the 0% Notes as a hybrid debt instrument in its entirety with adjustments to ~~pharmaceutical~~the ~~company~~fair ~~customers~~value ~~and~~reflected ~~for~~in ~~patient~~the ~~testing~~consolidated statement of operations. ~~The~~As ~~assay~~a isresult ~~also~~of ~~available~~the issuance of the 0% Notes, we were required to ~~pharmaceutical~~value ~~company~~and account ~~customers~~for certain derivative instruments embedded in the Pfizer Note with adjustments to ~~evaluate~~the ~~subclasses~~fair value reflected in the consolidated statement of ~~entry~~operations. ~~inhibitors~~We inelected ~~development~~to early adopt SFAS 159, ~~such~~“The asFair ~~receptor~~Value Option for Financial Assets and Financial ~~co-receptor~~Liabilities” ~~antagonists~~to (emeasure the Pfizer Note as a hybrid debt instrument in its entirety using the framework established by SFAS 157 for measuring fair value.g For the three months ended March 31, 2009, this valuation led to a $2.0 ~~maraviroc~~million increase to the net carrying value of the Pfizer Note with a corresponding credit to the consolidated statement of operations and a $3.4 million increase to the net carrying value of the 0% Notes, ~~vicriviroc)~~to ~~but~~fair isvalue ~~not~~with ~~yet~~a ~~validated~~corresponding credit into the ~~clinical~~consolidated ~~laboratory~~statement ~~for~~of ~~such~~operations. ~~use~~Such adjustments could be substantial in ~~patient~~future ~~testing~~quarters in certain circumstances, such as if the Company’s common stock price is higher or lower than at March 31, 2009.

~~(3)~~We ~~The~~recorded ~~GeneSeq~~approximately ~~HIV Entry Assay is available to pharmaceutical company customers to evaluate subclasses of entry inhibitors in development~~$204,000 ~~such as receptor~~ and ~~co-receptor~~$6,500 ~~antagonists~~in ~~(e.g.~~interest ~~maraviroc~~expense, ~~vicriviroc)~~net, ~~but~~for ~~is not yet validated in~~ the ~~clinical~~three ~~laboratory~~months ~~for~~ended ~~such~~March 31, ~~use~~2009, inand ~~patient~~2008 ~~testing~~respectively.

~~(4)~~LIQUIDITY ~~The~~AND ~~PhenoSense~~CAPITAL ~~and~~RESOURCES GeneSeq HIV Integrase assays are validated for research purposes and available to pharmaceutical company customers. Assays for the integrase class are being validated and are expected to be available for physician use as needed in the future.

For the three months ended March 31, 2009, we incurred a net loss from operations of $8.9 million. Cash and cash equivalents declined from $16.0 million at December 31, 2008 to $13.7 million at March 31, 2009, and borrowings under our Credit and Security Agreement (5“Credit Agreement”) ~~The~~increased ~~PhenoSense~~from ~~HIV~~$9.6 ~~Antibody~~million ~~Neutralization~~to ~~assay~~$10.0 ismillion, ~~validated~~respectively, ~~for~~during ~~research~~the ~~purposes~~same period. Under the terms of the Credit Agreement, we are prohibited from incurring certain types of indebtedness and ~~available~~certain liens on our assets. It is also subject to ~~pharmaceutical~~certain ~~company~~other ~~customers~~affirmative and negative covenants as set forth in the Credit Agreement. ~~With~~An ~~NIH~~event ~~funding~~of default under the indebtedness to GE will occur if, ~~additional~~among ~~development~~other ~~work~~things, ~~related~~the Company: is delinquent in making payments of principal, interest or fees on the revolving credit line; fails, following notice, to cure a breach of a covenant under the ~~use~~Credit Agreement; a representation or warranty under the Credit Agreement is materially inaccurate; certain liquidation or bankruptcy proceedings are commenced or certain orders are granted against us; the security interests granted by us in favor or GE fail, in certain circumstances, to constitute valid security interests; or an acceleration event occurs under certain types of our ~~assays~~other secured indebtedness outstanding from time to time. If an event of default occurs, the indebtedness to GE under the Credit Agreement could be accelerated, such that it becomes immediately due and payable. We are in ~~vaccine~~compliance ~~development~~with isall ~~being~~covenants ~~conducted~~under the Credit Agreement as of March 31, 2009.

(6) The PhenoSense and GeneSeq HIV Assembly/Maturation inhibitor assays are in development. Additional development work is being conducted on these assays.

(7) The GeneSeq HCV (NS5B) assay has been validated for research use and is available to pharmaceutical company customers. The GeneSeq HCV (NS3) and PhenoSense HCV assays are in development pending the evolution of clinical or drug development need for such testing.

A portion of our research and development expenditures are now directed at continuing the research and development of the VeraTag system. Our VeraTag technology has the potential, through detection of unique protein-based biomarkers, to differentiate

~~likely~~The ~~responders~~decline ~~from non-responders to certain targeted therapies~~ in ~~certain~~our ~~patient~~cash ~~groups.~~and ~~Assays~~cash ~~based~~equivalents onwere ~~this~~primarily ~~technology~~driven ~~have~~by ~~the~~cash ~~potential~~used to befund ~~used~~losses from asoperations, ~~aides~~cash ~~for~~used ~~patient~~to ~~selection~~fund inworking ~~pharmaceutical~~capital ~~companies’~~and ~~clinical~~cash ~~trials~~used ofto ~~therapeutic~~purchase ~~products~~property ~~targeted on specific patient populations~~ and asequipment, ~~diagnostic~~partially ~~services~~offset ~~and/or~~by ~~kits~~net toproceeds ~~guide~~from ~~physicians~~short-term ~~in the selection of appropriate therapies for particular patients~~borrowings. ~~Potential~~We ~~products~~actively ~~are~~review our incash ~~development~~requirements, ~~for~~working ~~differentiating~~capital ~~breast cancer patients who are likely to respond to Herceptin~~changes, acapital ~~targeted~~expenditures and ~~cancer~~borrowing ~~therapy~~availability. ~~The status of these potential products in development is as follows:~~

Oncology products in development		Status
Clinical assays for use in clinical evaluation by pharmaceutical and biotechnology customers		In development(1)
Clinical assays for diagnostic use in patient testing		In development(2)

We have funded our operations, since inception, primarily through public and private sales of common and preferred stock, issuance of convertible debt, equipment financing arrangements, product revenue, contract revenue, advances by pharmaceutical company customers and borrowings under a revolving line of credit. In May 2006, the Company issued a 3% Senior Secured Convertible Note to Pfizer in the principal amount of $25.0 million, which matures on May 19, 2010. At March 31, 2009 and December 31, 2008, the Company had borrowings under a Credit and Security Agreement (“Credit Agreement”) of $10.0 million and $9.6 million, respectively. The Credit Agreement provides us with borrowings against eligible accounts receivable up to a maximum of $10 million and expires on March 27, 2010.

~~(1)~~As ~~Completion~~of March 31, 2009, we anticipate that our sources of ~~clinical~~liquidity ~~assays~~will ~~for~~be ~~use~~sufficient to meet our obligations without the disposition of assets outside of the ordinary course of business or significant revisions of our planned operations through the next twelve months. However, significant changes in ~~clinical~~the ~~trials~~credit bylimit ~~pharmaceutical~~or ~~and~~payment ~~biotechnology~~terms ~~customers~~of isthe ~~dependent~~existing Credit Agreement or the lack of access to the credit market could adversely impact our liquidity. If such funds are not available on ~~additional~~commercially ~~research~~reasonable terms, or even if such funds are available should we choose to further reduce our costs due to uncertainty in the economic environment and ~~development~~our business, we may be required to curtail operations, or sell significant assets and ~~clinical~~could ~~validation~~adversely impact our liquidity. ~~Such~~In ~~research~~addition, ~~and~~we ~~development~~may ~~and~~choose ~~clinical~~to ~~validation~~raise ~~are~~additional ~~expected~~capital due to market conditions or strategic considerations even if we believe that we have sufficient funds for current or future operating plans. These funds may not be ~~time-consuming~~available on favorable terms, or may not be available at all. We expect negative cash flow from operations to continue through at least the remainder of 2009 and ~~could~~expect ~~exceed~~that ~~one~~our ~~year~~available cash and cash equivalents of $13.7 million at March 31, 2009, as well as funds provided by the sale of our products, contract revenue, and borrowings under accounts receivable and equipment financing arrangements will be adequate to fund operations at least for the next twelve months.

~~(2)~~Net ~~Completion~~cash ofused ~~clinical~~in ~~assays~~operating activities of $2.4 million for ~~diagnostic~~the ~~use~~three inmonth ~~patient~~period ~~testing~~ending isMarch 31, ~~dependent~~2009, onwas ~~the~~primarily ~~successful~~to ~~completion~~fund our operating losses of ~~additional~~$4.0 million, including expenditures related to the research and development ~~and~~of ~~clinical~~our ~~validation~~oncology inproducts ~~multiple~~offset ~~clinical~~by ~~studies~~net ~~that~~cash ~~provide~~proceeds ~~data~~of ~~that~~$1.7 million ~~will~~from ~~enable~~working ~~physicians~~capital, towhich ~~utilize~~includes ~~the~~impact ~~tests.~~from ~~Completion~~timing of ~~patient~~our ~~testing~~accounts ~~assays~~receivable ~~will~~collections. ~~also~~Net ~~require~~cash used in operating activities of $8.9 million for the ~~development~~three ~~and~~months ~~validation~~ending March 31, 2008, was primarily to fund operating losses of $4.2 anmillion ~~assay~~for inour aHIV ~~CLIA~~and ~~clinical~~oncology ~~laboratory-certified~~activities ~~format~~as well as $4.7 ~~Successful~~million ~~completion~~used to fund working capital, which includes impact from timing of ~~such~~our ~~research~~accounts receivable collections. Cash flows from operating activities primarily relates to net operating losses and ~~development~~can vary significantly due to various factors including changes in accounts receivable, accrued liabilities and ~~clinical~~deferred ~~validation~~revenue related to arrangements with customers. The average collection period of our accounts receivable is ~~expected~~dependent on various factors, including the type of revenue (i.e. patient testing, pharmaceutical company testing or contract revenue), reimbursement processes, payment terms related to bethat ~~time-consuming~~revenue, ~~and~~whether ~~could~~the ~~exceed~~related ~~one~~revenue ~~year~~was recorded at the beginning or end of a period, and general economic conditions.

AsNet ~~with~~cash ~~our~~used ~~infectious~~for ~~disease~~investing ~~programs,~~activities ~~many~~ of ~~our oncology research and development programs support multiple product areas~~$0.3 Inmillion ~~particular, there is substantial overlap between our research and development activities in support of protein expression assays and protein-based clinical assays~~ for ~~clinical~~the ~~collaborations~~three ~~and~~months ~~patient testing. Because of this overlap we do not identify and track costs incurred on a project by project basis. The completion~~ended ofMarch 31, ~~our research and development projects is subject to a number of risks and uncertainties~~2009, ~~including~~resulted ~~unplanned~~primarily ~~delays~~from orcapital expenditures. ~~during~~Net ~~our~~cash ~~product~~provided ~~development,~~by ~~the~~investing ~~extent~~activities of ~~clinical~~$5.3 ~~testing~~million ~~required~~ for ~~regulatory approvals,~~ the ~~timing~~three ~~and results~~months ofended ~~clinical trials~~March 31, ~~failure to validate our technology and products in clinical trials and failure to receive any necessary regulatory approvals. Because of these uncertainties~~2008, ~~the~~resulted ~~nature,~~primarily ~~timing~~from ~~and~~net ~~estimated~~maturities ~~costs~~ of ~~the~~short-term ~~efforts~~investments ~~necessary to complete our research and development projects cannot be determined or estimated with any degree~~ of ~~certainty~~$5.9 million ~~Any~~offset ~~delays~~by orcapital ~~additional~~expenditures ~~research and development efforts may also require us to obtain additional sources~~ of ~~funding to complete development of our products~~$0.6 ~~Our failure to complete development of our products would have a material adverse impact on our ability to increase revenue and on our financial position and liquidity~~million.

~~Sales~~Net ~~and~~cash ~~marketing.~~provided ~~Sales~~by ~~and~~financing ~~marketing~~activities ~~expenses were $4.2 million and $12.3 million for the three and nine months ended September 30, 2007, compared to $3.8 million and $11.3 million for the corresponding periods in 2006. The increase~~ of $0.4 million and $15.07 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2007,~~2009 asand ~~compared to the corresponding periods in 2006~~2008, ~~was primarily due to the expansion of our sales force~~respectively, ~~and~~resulted ~~increased~~primarily ~~marketing~~from ~~programs~~net ~~related~~proceeds tofrom ~~our~~loans ~~products offset by lower stock-based compensation expenses~~payable. ~~We expect our sales and marketing expenses for promotional programs as well as sales and marketing personnel, will increase in preparation for the introduction of future products.~~

~~General~~As ~~and administrative. General and~~of ~~administrative expenses were $4.3 million and $12.1 million for the three and nine months ended September~~March 3031, ~~2007~~2009, ~~compared~~we toheld ~~$3.4~~several ~~million~~leases and ~~$11.2~~a ~~million~~sublease ~~for the corresponding periods in 2006. The increase~~ of ~~$0.9~~buildings ~~million for the three~~ and ~~nine~~ ~~months~~office ~~ended~~space ~~September 30,~~in ~~2007,~~South asSan ~~compared to the corresponding periods in 2006~~Francisco, ~~was~~California ~~primarily due to an increase in overall employee headcount~~ as ~~well~~follows: ~~for professional services fees related to certain complex debt and lease transactions.~~

~~Stock-based~~• ~~Compensation.~~Two ~~Stock-based~~leases ~~compensation~~of ~~expenses~~approximately ~~related~~41,000 ~~to employee stock option awards~~ and ~~employee stock purchases recognized under SFAS 123R for the three and nine months ended September 30~~40,000 ~~2007,~~square ~~was $0.7 million and $3.0 million~~feet, respectively, ~~compared~~of tolaboratory ~~$1.5 million~~ and ~~$5.4~~office ~~million~~space ~~for~~through ~~the~~April ~~corresponding~~2018; periods in 2006. The decrease in stock-based compensation expense was primarily due to options granted prior to the adoption of SFAS 123R, which were expensed under an accelerated method, in 2006, compared to options granted after the adoption of SFAS 123R, which were expensed using the straight-line method. Additionally, certain assumed ACLARA options expired during the three months ended September 30, 2007, resulting in a favorable adjustment to the related CVR liability of $0.5 million, which was recorded in research and ~~development stock-based compensation expenses.~~

~~The~~• ~~table~~A ~~below~~sublease ~~sets~~of ~~out~~approximately ~~stock-based~~27,000 ~~compensation~~square ~~expenses~~feet ~~recognized~~of ~~under SFAS~~laboratory ~~123R for the three~~ and ~~nine~~office ~~months~~space ~~ended~~through ~~September 30,~~May ~~2007 and 2006, together with CVR expenses related to options that vested in the period~~2011.

In connection with the merger with ACLARA, we issued CVRs to ACLARA stockholders and were obligated to issue CVRs to holders of assumed ACLARA stock options upon future exercise of those options. In June 2006, the amount payable related to the outstanding CVRs was determined to be $5.28 per CVR and holders of assumed ACLARA options are entitled to receive a cash payment of $5.28, upon future exercise of those options. At March 31, 2009, assumed ACLARA options to purchase approximately 350,000 shares of the Company’s common stock were outstanding and exercisable. Upon exercise of these vested options, the Company would receive aggregate exercise proceeds of $4.1 million, offset by the CVR payments of $1.9 million. See Note 4 “Contingent Value Rights,” of the consolidated financial statements for further information.

	Three Months EndedSeptember 30,					Nine Months EndedSeptember 30,
	2007			2006		2007		2006
	(In thousands)
Cost of product revenue	$	123		$	140	$	352	$	460
Research and development		(147	)		393		402		1,693
Sales and marketing		261			396		879		1,273
General and administrative		468			574		1,348		1,977
Total	$	705		$	1,503	$	2,981	$	5,403

At March 31, 2009, future minimum payments under our contractual obligations, excluding the lease assignment guarantee and CVR’s, are as follows:

Stock compensation expense under SFAS 123R is expected to continue to have an effect on results of operations in future periods and this impact may be significant.


	Payments Due By Period
	Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years		Total
	(In thousands)
Purchase obligations	$	1,012	$	46	$	—	$	—	$	1,058
Operating lease obligations		3,205		7,137		7,541		16,949		34,832
Equipment financing arrangements		83		—		—		—		83
0% Convertible Senior Unsecured Note		—		30,000		—		—		30,000
3% Senior Secured Convertible Note		—		25,000		—		—		25,000
3% Convertible Note interest payment (1)		750		284		—		—		1,034
Loans payable		10,000		—		—		—		10,000

Total	$	15,050	$	62,467	$	7,541	$	16,949	$	102,007

In addition, we accounted for stock option grants to non-employees in accordance with the Emerging Issues Task Force Consensus No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” which requires the options subject to vesting to be periodically re-valued over their service periods, which approximate the vesting periods.

Convertible debt valuation adjustments and interest income, net. Convertible debt valuation adjustments were $4.2 million and $4.7 million for the three and nine months ended September 30, 2007. In January 2007, we issued $30 million principal amount of the 0% Notes for an aggregate purchase price of approximately $22.5 million. Pursuant to the guidelines set forth in SFAS 155, “Accounting for Certain Hybrid Financial Instruments,” we elected to initially and subsequently measure the 0% Notes as a hybrid debt instrument in its entirety with adjustments to the fair value reflected in the statement of operations. As a result of the issuance of the 0% Notes, we were required to value and account for certain derivative instruments that are embedded in the Pfizer Note with adjustments to the fair value reflected in the statement of operations. We elected to early adopt SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” to measure the Pfizer Note as a hybrid debt instrument in its entirety using the framework established by SFAS 157 for measuring fair value. For the three and nine months ended September 30, 2007, this valuation led to a $1.3 million and $2.1 million, respectively, decrease to the net carrying value of the Pfizer Note and a $2.9 million and $2.6 million decrease, respectively, to the carrying value of the 0% Notes, net of debt issuance costs, to fair value. Such adjustments could be substantial in future quarters in certain circumstances, such as if the Company’s common stock price is higher or lower than at September 30, 2007.

Interest income, net was $0.1 million and $0.4 million for the three and nine months ended September 30, 2007, respectively, compared to $0.1 and $1.2 million for the corresponding periods in 2006. The decrease of $0.7 million for the nine months ended September 30, 2007, compared to the corresponding period in 2006, was primarily due to lower interest income as a result of lower average cash balances.

Contingent value rights revaluation. Our liability under the CVRs, issued to ACLARA stockholders and holders of assumed ACLARA stock options, as part of the purchase consideration in the merger with ACLARA, was recorded at the closing of our merger with ACLARA at fair value, estimated using a calculation based on a Black-Scholes valuation of the underlying CVR securities of $0.66 per CVR. In June 2006, the amount payable related to the outstanding CVRs was determined at $0.88 per CVR, which resulted in a $16.5 million unfavorable adjustment to the liability and is reflected as a non-operating expense in the statement of operations for the nine months ended September 30, 2006. A cash payment of approximately $57.0 million was made to CVR holders on June 14, 2006. Additionally, certain assumed ACLARA options expired during the three months ended September 30, 2007, resulting in a favorable adjustment to the related CVR liability of $0.2 million, which was recorded in non-operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

We expect our available cash, cash equivalents and short-term investments of $29.5 million at September 30, 2007, funds provided by the sale of our products, contract and license revenue, and borrowings under accounts receivable and equipment financing arrangements will be adequate to fund our operations at least for the next twelve months.

We have funded our operations since inception primarily through public and private sales of common and preferred stock, issuance of convertible debt, equipment financing arrangements, product revenue, contract revenue, and a revolving line of credit. In particular, we have completed three private financings since our initial public offering in May 2000. In addition, during 2004, as the result of the merger with ACLARA, we acquired $74.8 million in cash and short term investments. In May 2006, we entered into an agreement with Pfizer for the purchase by Pfizer of the Pfizer Note in the amount of $25 million. The Pfizer Note is due in 2010

and interest on this borrowing is payable in cash or stock, at our option. In September 2006, we entered into a credit and security agreement with Merrill for a $10 million revolving credit line, under which borrowings are limited by eligible accounts receivable. As of September 30, 2007, approximately $4.4 million was outstanding under the revolving credit line. In January 2007, we sold the 0% Notes to a single qualified institutional buyer. The principal amount of the 0% Notes is $30 million and reflecting the zero coupon nature of the notes, they were sold for an aggregate purchase price of $22.5 million. After fees and expenses, net proceeds to us were approximately $20.7 million. The 0% Notes may be called by the holders of the 0% Notes at December 31, 2011, December 31, 2016 or December 31, 2021, at a price equal to 100% of the accreted value. Although we expect our operating and capital resources will be sufficient to meet future requirements for at least the next twelve months, we may have to raise additional funds to continue the development and commercialization of our VeraTag technology and to support our business operations in general. These funds may not be available on favorable terms, or may not be available at all. If adequate funds are not available on commercially reasonable terms, we may be required to curtail operations significantly or sell significant assets and may not be able to continue as a going concern. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe that we have sufficient funds for current or future operating plans.

Net cash used in operating activities for the nine months ended September 30, 2007, was $20.1 million as compared to $18.4 million for the nine months ended September 30, 2006. Cash flows from operating activities primarily relates to net operating losses and can vary significantly due to various factors including changes in accounts receivable, accrued liabilities and deferred revenue related to new arrangements with customers. The average collection period of our accounts receivable as measured in days sales outstanding can vary and is dependent on various factors, including the type of revenue (i.e. patient testing, pharmaceutical company testing or contract revenue), the payment terms related to that revenue, and whether the related revenue was recorded at the beginning or end of a period.

Net cash provided by investing activities of $10.3 million for the nine months ended September 30, 2007, resulted primarily from net maturities of short-term investments of $12.0 million and capital expenditures of $1.7 million. Net cash used in investing activities of $27.9 million for the nine months ended September 30, 2006, resulted primarily from net maturities and sales of short-term investments of $29.6 million offset by capital expenditures of $1.5 million.

Net cash provided by financing activities of $20.1 million for the nine months ended September 30, 2007, resulted primarily from $20.7 million in proceeds from the 0% Notes, net loan payments of $1.8 million and $1.2 million in proceeds from the issuance of common stock related to the exercise of stock options and purchases under our employee stock purchase plan for approximately 0.8 million shares of common stock. Net cash used in financing activities of $9.1 million for the nine months ended September 30, 2006, resulted primarily from $25 million in proceeds from the issuance of a convertible promissory note to Pfizer, $5.0 million in proceeds from the revolving credit line with Merrill Lynch Capital and $3.2 million in proceeds from the exercise of stock options approximately 2.4 million shares of common stock, offset by the settlement of the CVR liability of approximately $57 million of which $42.8 million was related to the initial valuation of the CVR at the closing of the merger with ACLARA .

At September 30, 2007, we leased a building and building space of approximately 41,000 and 9,000 square feet, respectively, and subleased additional building space of approximately 27,000 square feet in South San Francisco, California. The lease of the 9,000 square feet building space expires in August 2008. In October, 2007, we extended our lease of the 40,000 square foot building and subleased office space and entered a lease agreement for an additional facility in South San Francisco of approximately 40,000 square feet. See Note 11, “Subsequent Events” to the financial statements for further discussion.

As a result of the merger with ACLARA, at December 31, 2004, we assumed the lease for a facility of approximately 44,200 square feet of office and laboratory space in Mountain View, California. On February 7, 2007, we entered into a lease termination agreement with the landlord to terminate the lease prior to its scheduled expiry. The termination of the lease was subject to a specified third party executing a new lease with the landlord on terms and conditions satisfactory to the landlord and the landlord has notified us that this has occurred. We have an obligation to pay the landlord specified amounts over the remainder of the former lease term, or through June 2009. As of September 30, 2007, the remaining obligation was $1.0 million, which is included in the table below.

At September 30, 2007, future minimum payments under our contractual obligations, excluding the lease assignment guarantee and CVR’s, are as follows:

	Payments Due By Period
	Less Than1 Year		1-3 Years		3-5 Years		More Than5 Years		Total
	(In thousands)
Purchase obligations	$	965	$	965	$	234	$	—	$	2,164
Operating lease obligations	$	2,056	$	2,281	$	22	$	—	$	4,359
Equipment financing arrangements		222		126		—		—		348
0% Convertible Senior Unsecured Note		—		—		30,000		—		30,000
3% Senior Secured Convertible Note		—		25,000		—		—		25,000
3% Senior Secured Convertible Note interest payment (1)		750		1,412		—		—		2,162
Loans payable		4,435		—		—		—		4,435
Total	$	8,428	$	29,784	$	30,256	$	—	$	68,468

(1)	Subject to certain limitations, we are entitled to make such interest payments using shares of our common stock.

Off-balance sheet arrangements. In June 2002, the Company assigned a lease of excess laboratory and office space and sold the related leasehold improvements and equipment to a third party. In October 2007, we extended the terms of the subleased office space relating to this lease assignment, which decreases our payment obligation in the event of default by the assignee. In the event of default by the assignee, the Company would be contractually obligated for payments under the lease of: $0.5 million in 2009; $0.7 million in 2010 and $0.3 million in 2011.

The contractual obligations discussed above are fixed costs. If we are unable to generate sufficient cash from operations to meet these contractual obligations, we may have to raise additional funds. These funds may not be available on favorable terms or at all.

InCapital ~~connection~~and liquidity ~~with~~considerations. ~~the merger~~We ~~with~~expect ~~ACLARA,~~that we ~~issued~~will ~~CVRs~~have to ~~ACLARA~~make ~~stockholders~~substantial investments in operating and ~~were~~capital ~~obligated~~expenditures toas ~~issue~~we ~~CVRs~~develop toand ~~holders~~commercialize ofnew ~~assumed~~clinical ~~ACLARA~~testing ~~stock~~products ~~options~~and ~~upon~~expand ~~future~~the ~~exercise~~availability of ~~those~~our ~~options~~current testing products. InFor ~~June 2006,~~ the ~~amount~~three ~~payable~~months ~~related~~ended toMarch 31, ~~the~~2009, ~~outstanding~~our ~~CVRs~~capital ~~was determined~~expenditures towere beapproximately $0.883 ~~per~~million. ~~CVR~~While ~~and~~we ~~holders~~do ofnot ~~assumed~~currently ~~ACLARA~~have ~~options~~any ~~are~~additional ~~entitled~~material tocommitments ~~receive~~for afuture ~~cash~~capital ~~payment of $0.88~~expenditures, ~~upon~~we ~~future~~expect ~~exercise~~to ofincur ~~those~~capital expenditures ~~options,~~ for ~~each~~our ~~CVR~~existing ~~that~~facilities. ~~would~~In ~~have been issuable to them had~~ the ~~option~~future, ~~been~~we ~~exercised~~may ~~prior~~incur ~~to the~~additional ~~CVR~~capital ~~maturity~~expenditures ~~date.~~as Atwe ~~September 30,~~expand ~~2007,~~our ~~assumed~~clinical ~~ACLARA~~laboratory ~~options~~ to ~~purchase~~accommodate ~~2.3 million~~commercial ~~shares~~availability of ~~the~~VeraTag ~~Company’s~~assays ~~common~~for ~~stock were outstanding~~oncology, ofexpand ~~which~~our ~~approximately~~commercial infrastructure ~~35,000~~in ~~shares~~anticipation ~~were unvested. Upon exercise~~ of ~~these vested options,~~ the ~~Company~~introduction ~~will~~of ~~receive~~other ~~aggregate~~oncology ~~exercise~~products, ~~proceeds~~potentially ofestablish ~~$4.6~~an ~~million,~~FDA ~~offsetting~~compliant ~~the~~manufacturing ~~potential~~facility ~~CVR~~and ~~payments~~make ofour $2HIV ~~million.~~and ~~See~~oncology ~~Note~~assays 4,available ~~“Contingent~~globally ~~Value~~in ~~Rights,”~~support of ~~the~~drugs ~~financial~~for ~~statements~~which ~~for~~our ~~further~~tests ~~discussion~~may be important diagnostics.

~~Off-balance~~From ~~sheet~~time ~~arrangements.~~to Intime, ~~June~~we ~~2002~~may consider possible strategic transactions, weincluding ~~assigned~~the apotential ~~lease~~acquisitions of products, ~~excess~~technologies ~~laboratory~~and companies, with the goal of growing our business and ~~office~~maximizing ~~space~~stockholder value. Such transactions, if any, could materially affect our future liquidity and ~~sold~~capital ~~the~~resources. ~~related~~We ~~leasehold~~may need to obtain additional funding by ~~improvements~~entering into new collaborations and ~~equipment~~strategic partnerships to aenable ~~third~~us ~~party~~to develop and commercialize our products. InEven ~~the~~if ~~event~~we ofreceive ~~default~~funding byfrom ~~the~~future ~~assignee~~collaborations and strategic partnerships, we ~~would~~may beneed ~~contractually~~to ~~obligated~~raise ~~for~~additional ~~payments~~capital ~~under~~in the public ~~lease~~equity ~~of:~~markets, ~~$0.2~~through ~~million~~private inequity ~~2007;~~financing $1or through debt financing.5 ~~million~~Equity inand ~~2008;~~debt ~~$1.6~~financings ~~million~~and indebt ~~2009;~~restructurings ~~$1.7~~may ~~million~~be insignificantly ~~2010~~more ~~and $0.7~~difficult ~~million~~if incurrent ~~2011.~~market Inconditions ~~October~~do ~~2007,~~not weimprove ~~extended~~or ~~our~~if ~~lease~~they ofdeteriorate ~~subleased~~further. ~~office~~Any additional ~~space~~equity ~~relating~~financing toor ~~this~~debt ~~lease~~restructuring ~~assignment~~may ~~which~~also ~~decreases~~be ~~the~~dilutive ~~payment~~to ~~obligation~~stockholders, inand ~~the~~debt ~~event~~financing, ofif ~~default~~available, bymay ~~the~~involve ~~assignee~~additional restrictive covenants. ~~See~~Our ~~Note~~failure 11to raise capital, ~~“Subsequent~~when ~~Events”~~needed, ~~to the~~may ~~financial~~harm ~~statements~~our ~~for~~business ~~further~~and ~~discussion~~operating results.

Long term capital and liquidity considerations. We expect that we will have to make substantial investments in operating and capital expenditures as we develop and commercialize new clinical testing products, expand the availability of our current testing products and lease additional facilities to replace expiring subleased facilities. For the nine months ended September 30, 2007, we made capital expenditures of approximately $1.7 million. While we do not currently have any additional material commitments for future capital expenditures, we expect to incur capital expenditures for our existing facilities and capital expenditures of additional facilities and as we expand our clinical laboratory to accommodate commercial availability of VeraTag assays for oncology, expand our commercial infrastructure in anticipation of the introduction of oncology products, potentially establish an FDA compliant manufacturing facility and make our HIV and oncology assays available globally in support of drugs for which our tests may be important diagnostics. At September 30, 2007, we leased a building of approximately 41,000 square feet and subleased several building spaces of approximately 27,000 and 9,000 square feet, respectively, in South San Francisco, California. In October 2007, we entered several agreements to extend our lease and sublease of existing building and office space, which increases our rental commitments by $14.2 million and $2.3 million, respectively. We also entered into a lease for an additional facility in South San Francisco that increases our rental commitment by approximately $18.9 million.

From time to time, we may consider possible strategic transactions, including the potential acquisitions of products, technologies and companies, with the goal of growing our business and maximizing stockholder value. Such transactions, if any, could materially affect our future liquidity and capital resources. We may need to obtain additional funding by entering into new collaborations and strategic partnerships to enable us to develop and commercialize our products. Even if we receive funding from future collaborations

and strategic partnerships, we may need to raise additional capital in the public equity markets, through private equity financing or through debt financing. Further, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve additional restrictive covenants. Our failure to raise capital when needed may harm our business and operating results.

Cumulative effect of change in accounting principle. We elected to early adopt SFAS 159, effective January 1, 2007, to measure the fair value of the Pfizer Note as a hybrid debt instrument in its entirety with adjustments to the fair value reflected as a non-operating expense in the statement of operations. The impact of adopting SFAS 159 resulted in a cumulative effect adjustment of a change in accounting principle of $2.2 million.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our exposure to interest rate risk relates primarily to our debt obligations primarily in the form of convertible notes and our investment portfolio. ~~Fixed~~Our debt obligations are subject to interest rate and market risk due to the convertible features of our notes. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. Our investment portfolio may consist of fixed rate securities, which may have their fair market value adversely impacted due to fluctuations in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principle if forced to sell securities that have declined in market value due to changes in interest rates. The primary objective of our investment activities is to preserve principal while at the same time maximize yields without significantly increasing risk. To achieve this objective, we may invest in debt instruments of the U.S. Government and its agencies and high-quality corporate issuers, and, by policy, restrict our exposure to any single corporate issuer by imposing concentration limits. To minimize the exposure due to adverse shifts in interest rates, we would maintain investments at an average maturity of generally less than two years. Assuming a hypothetical increase in interest rates of one percentage point, the fair value of our total investments, as of September 30, 2007, would have potentially declined by approximately $16,000.

~~The~~23 fair market value of the 0% Notes, Pfizer Note and interest cost to us under the revolving credit line with Merrill are also subject to interest rate risk. Generally, the fair market value of the 0% Notes and the Pfizer Note will increase as interest rates fall and decrease as the interest rates rise, but the interest rate changes do not impact our financial position, cash flows or results of operations. We have exposure to changes in interest rates on our revolving credit line with Merrill, which bears interest at a rate per annum equal to a published LIBOR rate plus 4.75%. As of September 30, 2007, approximately $4.4 million was outstanding under the revolving credit line.

WeAs of March 31, 2009, the Company has moved its funds available for investing into cash equivalents such as money market accounts. However, we may continue to have ~~operated~~risk ~~primarily~~exposure to our holdings in ~~the~~cash, ~~United~~money ~~States~~market accounts and ~~all~~cash ~~sales~~equivalents, towhich ~~date~~may ~~have~~adversely ~~been~~impact ~~made~~the infair Uvalue of our holdings.~~S. Dollars.~~ ~~Accordingly~~As of March 31, we2009, ~~have~~there ~~not~~were ~~had~~no indicators ~~any~~of ~~material~~credit ~~exposure~~risk impact to ~~foreign~~the ~~currency~~valuation ~~rate~~of ~~fluctuations~~our current cash, money market accounts and other cash equivalents.

The fair market value of the 0% Notes, Pfizer Note and interest cost to us under the revolving credit line with GE are also subject to interest rate risk. Generally, the fair market value of the 0% Notes and the Pfizer Note will increase as interest rates fall and decrease as the interest rates rise, but the interest rate changes do not impact our financial position, cash flows or results of operations. Additionally, the fair market value of our debt obligations includes input from management regarding the probability of certain events occurring during the term of the debt. Assuming a hypothetical incremental five percentage points in probability of fundamental change, the fair value of our Pfizer Note and 0% Note, as of March 31, 2009, would have increased by approximately $0.1 million and $0.5 million, respectively. We also have exposure to changes in interest rates on our revolving credit line with GE, which bears interest at a rate per annum equal to a published LIBOR rate plus 4.75%. As of March 31, 2009, $10 million was outstanding under the revolving credit line.

We do not utilize derivative commodity instruments or other market risk sensitive instruments, positions or transactions in any material fashion.

We have operated primarily in the United States and all sales to date have been made in U.S. Dollars, including sales to Pfizer under our collaboration agreement. Accordingly, we have not had any material exposure to foreign currency rate fluctuations.

Item 4.

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that are filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of our management, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report, and have concluded based on that evaluation that those disclosure controls and procedures are effective.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Monogram Biosciences have been detected.

There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MONOGRAM BIOSCIENCES, INC.

PART II

Item 1.

Legal Proceedings

ACLARA, with which we merged, and certain of its former officers and directors, referred to together as the ACLARA defendants, are named as defendants in a securities class action lawsuit filed in the United States District Court for the Southern District of New York. See Note 5, “Commitments and Contingencies,” to the financial statements included with this Quarterly Report on Form 10-Q for further discussion and a description of material developments in this legal proceeding.

Item 1A.

Risk Factors

You should carefully consider the risks described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below contain forward-looking statements, and our actual results may differ materially from those discussed here. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock.

We have marked with an asterisk (*) those risk factors below that reflect changes from the risk factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on ~~March~~February 913, ~~2007~~2009, as amended.

We have not achieved profitability and we anticipate continuing losses, which may cause our stock price to fall. *

We have experienced significant losses each year since inception, and we expect to continue to incur additional losses as we complete the development of the VeraTag technology and commercialize products for oncology. We have experienced losses applicable to common stockholders of $1811.54 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~2009. As of ~~September~~March 3031, ~~2007~~2009, we had an ~~accumulated~~ accumulated deficit of approximately $~~282~~310.56 million~~, including a charge in 2004 of $100~~.6 ~~million for in-process research and development related to our merger with ACLARA.~~ We expect to continue to incur losses, primarily as a result of expenses related to:

• research and product development costs, including the continued development and clinical validation of the VeraTag technology and products based on that technology;

• clinical studies to validate the effectiveness of VeraTag assays as tests for responsiveness of cancer patients to particular cancer therapies;

•

sales and marketing activities related to existing and planned products, including the development of a sales organization focused on the oncology market;

•

general and administrative costs to support growth of the business;

•

interest expense related to outstanding debt;

• non-cash adjustments in our statement of operations to reflect changes in the fair value of ~~the embedded derivatives in~~ our outstanding convertible debt;

• ~~cost~~recognition of ~~relocating~~costs toin ~~new~~our ~~facilities~~statement ~~on expiry~~ of ~~current~~operations ~~leases,~~associated ~~and~~with ~~higher~~certain ~~market~~product ~~rent~~revenues ~~and~~that ~~capital~~are ~~and~~deferred ~~operating~~due ~~expenses~~to ~~as a result of~~ the ~~need~~accounting for ~~additional~~our ~~laboratory~~collaboration ~~and~~with ~~office~~Pfizer; and

•

non-cash adjustments relating to stock-based compensation.

If our losses continue, our liquidity may be impaired, our stock price may fall and our stockholders may lose part or all of their investment.

27In the event that we need to raise additional capital, or restructure existing convertible notes, our stockholders could experience substantial additional dilution. If such financing or restructuring is not available on commercially reasonable terms, our liquidity could be adversely impacted and we may have to significantly curtail our operations or sell significant assets. *

We anticipate that our capital resources, together with funds from the sale of our products, contract and license revenue and borrowing under equipment and accounts receivable financing arrangements, will be sufficient to fund our planned operations at least for the next twelve months. The commercialization of the VeraTag technology is expected to include the development of a testing service and possibly test kits for use in connection with the treatment of cancer patients. However, we may need additional funding to accomplish these goals. To the extent operating and capital resources are insufficient to meet our obligations, including lease payments and future requirements, we will have to raise additional funds to continue the development, commercialization and expansion of our technologies, including the VeraTag technology and products based on that technology. Our inability to raise capital would seriously harm our business and product development efforts.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. However, we cannot guarantee that additional financing, in any form, will be available at all, or on terms acceptable to us. If we sell equity or convertible debt securities to raise additional funds, our

~~New~~ existing ~~classes~~stockholders ofmay ~~drugs~~incur ~~for~~substantial ~~treatment~~dilution ofand ~~HIV,~~any ~~including~~shares ~~new~~so ~~drugs~~issued will likely have rights, ~~such~~preferences asand ~~Pfizer’s~~privileges ~~CCR5~~superior ~~antagonist~~to the rights, ~~maraviroc,~~preferences ~~may~~and ~~not~~privileges beof ~~successful~~our outstanding common stock. ~~While~~In ~~maraviroc~~the ~~has~~event ~~been~~financing ~~approved~~is bynot available in the ~~FDA,~~time ~~other~~frame ~~drugs~~required, ~~may~~we ~~not~~could be ~~successful~~forced into ~~clinical~~reduce ~~trials~~our operating expenses, curtail sales and ~~may~~marketing ~~not~~activities, bereschedule ~~approved~~research byand development ~~the~~projects ~~FDA~~or delay, ~~and~~scale ~~the~~back ~~drugs~~or ~~may~~eliminate ~~not~~some ~~require~~or all of our activities. Further, we might be required to sell certain of our assets or obtain funds through arrangements with third parties that require us to relinquish rights to certain ~~testing~~of ~~services~~our iftechnologies ~~approved.~~or Ifproducts ~~maraviroc~~that iswe ~~successful,~~would ~~and~~seek ifto ~~additional~~develop ~~drugs~~or ~~are~~commercialize ~~approved~~on byour own. These actions, while necessary for the ~~FDA~~continuance of operations during a time of cash constraints and ~~require~~a ~~our~~shortage ~~testing~~of ~~services~~working capital, wecould ~~may~~make ~~not~~it bedifficult or ~~able~~impossible to ~~adequately~~implement ~~meet~~our ~~the~~long-term ~~demand~~business ~~for~~plans ~~these~~or ~~services~~could inadversely ~~all~~impact ~~markets~~our liquidity. *

~~Our~~We ~~testing~~may ~~services,~~consider ~~including~~restructuring our existing ~~Trofile~~debt ~~Assay,~~or ~~have~~incurring ~~been~~additional ~~used~~indebtedness by ~~certain~~issuing ~~pharmaceutical~~additional ~~company~~debt ~~customers,~~securities ~~including~~or ~~Pfizer,~~selling equity securities in ~~phase~~ ~~III~~the ~~clinical~~future ~~trials~~to ofsatisfy ~~the~~our ~~new~~existing ~~class~~debt, ofor ~~CCR5~~to ~~antagonist~~fund ~~drugs.~~potential ~~Pfizer’s~~acquisitions ~~CCR5~~or ~~antagonist~~investments, ~~maraviroc,~~or ~~was~~for ~~approved~~general bycorporate ~~the~~purposes. ~~FDA~~As a result of recent events and trends in ~~August~~the ~~2007~~equity and credit markets, ~~for~~we ~~use~~may innot ~~CCR5-tropic~~be ~~treatment-experienced~~able ~~patients.~~to Assecure ~~the~~additional ~~clinical~~equity ~~trial~~or ~~of maraviroc~~debt ~~was~~financing ~~substantially~~for ~~completed~~future inactivities ~~mid~~on ~~2006~~satisfactory terms, ~~revenues~~or ~~from~~at ~~this~~all. ~~trial~~Additionally, ~~and~~our ~~total~~existing ~~revenues~~debt ~~has~~obligations may limit our ~~decreased~~ability into ~~the~~obtain ~~second~~certain ~~half~~types of ~~2006~~indebtedness. If ~~and~~we are ~~also~~not ~~reflected~~successful in ~~our~~obtaining ~~decreased~~sufficient ~~revenues~~financing, inor ~~2007.~~debt ~~The~~restructuring ~~FDA-approved~~because ~~label~~we ~~for~~are ~~maraviroc indicates~~unable ~~that~~to ~~tropism~~access ~~testing~~the ~~should~~capital ~~guide~~markets ~~the~~on ~~use~~financially ofeconomical ~~maraviroc~~terms, ~~and~~it could wereduce ~~expect~~our ~~that~~research ~~the~~and ~~Trofile~~development ~~Assay~~efforts ~~will~~and bemay ~~used~~materially toadversely ~~select~~affect ~~patients~~our ~~for~~future ~~maraviroc. However~~growth, ifresults ~~our~~of ~~test~~operations isand ~~not~~financial ~~used~~results, toand ~~select~~we ~~patients~~may ~~for~~be ~~maraviroc~~required to curtail significantly, ~~this~~or ~~could have~~eliminate aat ~~significant~~least ~~negative~~temporarily, ~~impact~~one onor more of our ~~potential~~development ~~future revenues~~programs.

~~With~~The ~~the~~new ~~approval~~class of ~~maraviroc,~~drugs ~~patient~~for ~~testing~~treatment ~~use~~ of ~~the Trofile~~HIV, ~~assay~~known ~~could~~as beCCR5 anantagonists, ~~important~~including ~~source~~Pfizer’s ofSelzentry ~~future~~™ , ~~testing~~is ~~revenue~~important ~~for~~to ~~us.~~Monogram’s ~~While~~business ~~the~~due ~~FDA-approved~~to ~~label for maraviroc states that tropism testing should guide~~ the use of ~~maraviroc,~~the ~~there~~Trofile isAssay nofor ~~guarantee~~selection ~~that~~of ~~our testing services will be used by physicians~~patients. IfThe ~~such~~CCR5 ~~use~~class ~~does~~and ~~not~~Selzentry ~~develop then these drugs will not generate significant future patient testing revenues for us. If maraviroc is successful, we~~ may not be ~~able~~successful. toWhile ~~deliver~~Selzentry ~~our~~has ~~testing~~been ~~services~~approved ~~on a global basis in~~by ~~support of~~ the ~~drugs,~~FDA ~~which~~for ~~could~~use ~~damage~~with ~~our~~treatment ~~market~~experienced ~~position,~~patients ~~adversely affect our business,~~ and ~~cause~~is ~~our revenues to decline. While there are a number of such new drugs~~ in ~~development,~~use ~~Pfizer’s~~for ~~CCR5~~that ~~antagonist~~indication, ~~maraviroc,~~it ~~has~~may ~~the~~not ~~most significance~~achieve tosignificant ~~our~~market ~~near~~adoption ~~term~~and ~~business~~may asnot itbe ~~has been~~ approved by the FDA. ~~Any~~for ~~difficulty~~the ~~related~~broader toindication ~~maraviroc~~of ~~would~~treatment ~~have~~naïve ~~a serious adverse affect on our revenues and business~~patients. IfWhile ~~safety~~Trofile orhas been ~~efficacy~~used ~~concerns arise related~~ to ~~maraviroc, or~~select topatients ~~the~~in ~~entire class of CCR5 antagonists,~~ all ~~use~~phase ~~and~~III ~~additional~~ clinical trials ~~related~~ to ~~this~~date ~~class~~for ofCCR5 ~~drugs could be terminated~~antagonists, ~~maraviroc~~including ~~may~~that ~~not~~for ~~remain~~Selzentry, ~~on the market~~ and ~~additional~~is ~~drugs~~currently ~~might~~in ~~not~~use befor ~~approved~~patient byselections, ~~the~~physicians ~~FDA,~~may ~~which~~not ~~would abruptly~~continue ~~and~~to ~~negatively~~use ~~impact~~Trofile ~~our~~for ~~revenues~~this purpose.

~~Even~~Our iftesting ~~maroviroc is successful~~services, ~~and~~including our ~~testing~~Trofile ~~services~~Assay, ~~are~~have been used toby ~~select maroviroc~~certain ~~patients~~pharmaceutical company customers, ~~there~~including Pfizer, isin nophase ~~assurance~~III ~~that~~clinical ~~other~~trials ~~drugs~~of ~~for~~the ~~treating~~new ~~HIV~~class ~~will~~of beCCR5 ~~approved~~antagonist ~~or,~~drugs. ifPfizer’s ~~approved~~CCR5 antagonist, ~~that~~Selzentry, ~~our~~was ~~testing~~approved ~~services~~by ~~will~~the beFDA ~~required~~ in ~~connection~~August ~~with~~2007, ~~their~~for use. ~~The~~in ~~likelihood~~CCR5-tropic oftreatment-experienced ~~additional~~patients. ~~drugs~~The ~~receiving~~ FDA-approved ~~approval~~label isfor ~~subject~~Selzentry toindicates ~~significant~~that ~~uncertainty~~tropism ~~and~~testing isshould ~~determined~~guide bythe ~~factors~~use ~~outside~~ of ~~our~~Selzentry ~~control.~~and ~~Difficulties~~the ~~encountered~~Trofile byAssay ~~our~~is ~~pharmaceutical~~currently ~~company~~being ~~customers~~used ~~related~~ to ~~patient~~select ~~enrollment,~~patients ~~drug~~for ~~performance~~Selzentry. However, ~~regulatory~~if ~~considerations~~our ~~and~~test ~~other~~is ~~factors could~~not ~~cause~~used ~~trials~~ to beselect ~~delayed~~patients orfor ~~terminated~~Selzentry and orother ~~cause~~CCR5 ~~the~~antagonists, ~~drugs~~this ~~not~~could tohave ~~get~~a ~~approved.~~significant Ifnegative ~~such~~impact ~~events~~on ~~occurred,~~ our ~~revenues~~potential ~~would~~future ~~be adversely affected and could decline~~revenues.

With the approval of Selzentry, patient testing use of the Trofile assay has become an important source of testing revenue for us. While the FDA-approved label for Selzentry states that tropism testing should guide the use of Selzentry, there is no guarantee that our testing services will continue to be used by physicians. If such use does not continue and grow then the Trofile Assay will not generate significant future patient testing revenues for us. This could damage our market position, adversely affect our business, and cause our revenues to decline. While there are additional CCR5 antagonists in development, Pfizer’s Selzentry has the most significance to our near term business as it has been approved by the FDA. Any difficulty related to Selzentry would have a serious adverse affect on our revenues and business. If safety or efficacy concerns arise related to Selzentry, or to the entire class of CCR5 antagonists, all use and additional clinical trials related to this class of drugs could be terminated, Selzentry may not remain on the market and additional drugs might not be approved by the FDA, which would abruptly and negatively impact our revenues.

Even if Selzentry is successful in its use with treatment experienced patients, it may not be approved by the FDA for the broader indication of treatment naïve patients. A phase III trial of Selzentry in treatment naïve patients missed a trial endpoint in 2007. Even though a re-analysis, in 2008, of the patient samples using the enhanced version of Trofile may facilitate a determination that the trial endpoint was met, there is no guarantee that the FDA will approve Selzentry for the treatment naïve indication. Failure to achieve this approval would limit adoption of Selzentry and would adversely affect adoption of Trofile and our revenues and business.

Our revenues will be limited or diminished if changes are made to the way that our products are reimbursed, or if government or third-party payers limit the amounts that they will reimburse for our current products, or do not authorize reimbursement for our planned products.

Government and third-party payers, including Medicare and state Medicaid programs, generally require that we identify the services we perform in our clinical laboratory using industry standard codes known as the Current Procedural Terminology, or CPT codes, which are developed by the American Medical Association, or AMA. Most payers maintain a list of standard reimbursement rates for each such code, and our ability to be reimbursed for our services may therefore be effectively limited by our ability to describe the services accurately using the CPT codes. From time to time, the AMA changes its instructions about how our services should be coded using the CPT codes. If these changes leave us unable to accurately describe our services or we are not coordinated with payers such that corresponding changes are made to the payers’ reimbursement schedules, we may have to renegotiate our pricing and reimbursement rates, the changes may interrupt our ability to be reimbursed, and/or the overall reimbursement rates for

our services may decrease dramatically. We may spend significant time and resources to minimize the impact of these changes on reimbursement. If the coding available does not apply or cannot accurately reflect the testing we perform, such as in the billing of a new product, we may have to use an unlisted procedure CPT Code, or a “miscellaneous” code. This is the approach we have adopted for Trofile and HERmark, and the use of this code may delay our ability to be reimbursed, the timing of payments for our services and could cause interruptions in the future in reimbursement for our products, including Trofile and HERmark.

Government and third-party payers are attempting to contain or reduce the costs of healthcare and are challenging the prices charged for medical products and services. In addition, increasing emphasis on managed care in the United States will continue to put pressure on the pricing of healthcare products. This could, in the future, limit the price that we can charge for our products or cause fluctuations in reimbursement rates for our products. Changes occur from time to time in the administration of reimbursement by public payers, such as the recent change in the local contractor for the Medicare system for reference laboratories in California, and such changes could cause interruptions or changes in previously established reimbursement arrangements. This could hurt our ability to generate revenues. Significant uncertainty exists as to the reimbursement status of new medical products, such as our Trofile Assay and our HERmark Breast Cancer Assay, and products that we expect to develop, such as additional assays based on our VeraTag technology. Additionally, revenue recognition is delayed until reimbursement is established, on a payer by payer basis. If government and other third-party payers do not continue to provide adequate coverage and reimbursement for our testing products or do not authorize reimbursement for our newly introduced and our planned products, our revenues will be reduced.

Restructuring and other changes at Pfizer could have an adverse impact on the use of Trofile by physicians. *

Pfizer has announced the creation of a joint venture with Glaxo Smith Kline (GSK) in which Pfizer and GSK will contribute their HIV products and products in development to the joint venture, which initially will be approximately 85% owned by GSK. While the new entity will be exclusively focused on HIV and is expected to have a larger sales force than Pfizer’s current organization, the creation of the joint venture will not be completed until the fourth quarter of 2009. There is no guarantee that the new entity will have a positive impact on the utilization of Trofile, and there is no guarantee that adoption of Trofile will not be negatively affected while planning and integration of the joint venture occurs during 2009.

We derive a significant portion of our revenues from a small number of customers and our revenues may decline significantly if any major customer cancels, reduces or delays a purchase of our products. *

Our revenues to date consist, and are anticipated to consist infor ~~2007~~the ~~and~~remainder ~~2008~~of 2009, largely of sales of HIV testing products. We have ~~significant~~ significant customer concentration and the loss of any major customer or the reduced use of our products by a major customer could have a significant negative impact on our revenue. Our revenue derived from tests performed for beneficiaries of ~~the~~ Medicare and Medicaid programs represented approximately 2523% and 2820% of ~~our~~the ~~revenue~~Company’s revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2007~~2009 and 2008, respectively. Additionally, ~~compared~~gross toaccounts ~~23%~~receivable ~~and~~balances ~~20%~~from ~~for~~Medicare ~~the~~and ~~corresponding~~Medicaid ~~periods in 2006. Pfizer~~ represented ~~approximately~~ 630% and 735% ofat ~~our~~March 31, ~~total~~2009 ~~product revenue for the three~~ and ~~nine months ended September~~December 3031, ~~2007~~2008, asrespectively. ~~compared~~Other tosignificant 8%customers ~~and~~included: ~~22%~~Quest ofDiagnostics ~~our~~representing ~~total revenue for the corresponding periods in 2006. Laboratory Corporation of America represented~~ approximately 10%, and 1211% ~~of our total revenue for the three~~ and ~~nine~~Schering-Plough ~~months~~representing ~~ended~~approximately ~~September 30, 2007, respectively, compared to 7~~8% and ~~5% for the corresponding periods in 2006. Quest Diagnostics Incorporated represented approximately~~ 10% ~~and 11%~~ of our total revenue for the three ~~and~~month ~~nine~~periods ~~months~~ending ~~ended September~~March 3031, ~~2007~~2009 and 2008, respectively,. ~~and~~It ~~12%~~is ~~and~~likely ~~10%~~that ~~for~~we ~~the~~will ~~corresponding~~have ~~periods~~significant customer concentration in ~~2006~~the future.

~~Gross~~Following ~~accounts~~our ~~receivable~~entry ~~balances~~into ~~from~~the ~~Medicare~~Collaboration ~~and~~Agreement ~~Medicaid~~with ~~represented~~Pfizer ~~34%~~in May 2006, and ~~27%~~the atamendment ~~September 30~~of our services agreement with Pfizer, ~~2007~~we expect Pfizer’s significance as a customer will grow. As of March 31, 2009 and December 31, ~~2006~~2008, ~~respectively.~~we Ithad isapproximately ~~likely~~$25.0 ~~that~~million weand ~~will~~$21.5 ~~have~~million, ~~significant~~respectively, ~~customer concentration~~of indeferred revenue under the ~~future~~Pfizer Collaboration. ~~Following~~The ~~our~~original ~~entry~~term ~~into~~of athe Collaboration Agreement with Pfizer inwill ~~May~~expire ~~2006~~on December 31, 2009, ~~and~~subject to Pfizer’s right to renew the ~~amendment~~Agreement offor ~~our~~up ~~services~~to ~~agreement~~five ~~with~~one ~~Pfizer,~~year weextensions ~~expect~~upon ~~Pfizer’s~~notice ~~significance~~to asMonogram asix ~~customer~~months ~~will~~prior ~~grow~~to term expiration. Although certain of our agreements with pharmaceutical company customers have provisions for minimum purchases, these provisions are generally subject to annual renewal or cancellation provisions. The loss of any major customer, a slowdown in the pace of increasing physician and physician group sales as a percentage of sales, cancellation or non-renewal of agreements with pharmaceutical company customers, the delay of significant orders from any significant customer, even if only temporary, or delays or terminations of clinical trials by pharmaceutical company customers, could have a significant negative impact on our revenues and our ability to fund operations from revenues, generate cash from operations or achieve profitability.

28We may be unable to perform under our Collaboration Agreement with Pfizer, which could adversely affect our business. *

Our Collaboration Agreement with Pfizer requires us to make our Trofile Assay available in the United States and to perform the assay for Pfizer in accordance with agreed upon performance standards. We are also obligated to undertake certain efforts to plan for, establish and maintain an infrastructure to support the availability of the assay in countries outside the United States as designated by Pfizer.

We have never been subject to breach remedies in the case of failure to meet performance standards like those in the Pfizer Collaboration Agreement, and we may be unable to meet them should they occur. The performance standards include standards

regarding shipment times, assay turnaround times, percent of unscreenable samples and assay sensitivity. In addition, patient samples originating outside the United States will be included in the overall performance standards. We anticipate that under the Collaboration Agreement, we will receive patient samples from countries and laboratories that we have not previously dealt with. Although individual sites and countries must meet minimum volume and performance standards before they are included in the overall performance standard calculations, samples from these sources may not be consistently collected or maintained in accordance with our requirements, which could make a sample unscreenable or lead to unacceptable variability in the assay results. While we and Pfizer have agreed to exclude third party sample collection problems from the measurement of our performance under the Collaboration Agreement, there may be instances where we are unable to identify a sample collection problem, or where we and Pfizer disagree as to whether or not a performance issue is attributable to such a problem. In performing under the Collaboration Agreement, we will need to contract with third party laboratories outside the United States. We do not have experience in negotiating and managing relationships with overseas laboratories, and may have difficulty doing so. In addition, we anticipate that certain HIV variants will be more prevalent in patient populations in some countries from which we will be receiving patient samples under the collaboration, and with which we do not have extensive prior experience. Our assay may not work effectively with these variants, or may require additional enhancements. The foregoing and other factors may make us unable to perform under our collaboration ~~agreement~~ with Pfizer, which could ~~adversely~~constitute ~~affect~~a ~~our~~material ~~business.~~breach of the Collaboration Agreement.

~~Our~~Following ~~collaboration~~certain ~~agreement~~uncured ~~with~~material ~~Pfizer~~breaches ~~requires~~by us under the Collaboration Agreement, including our failure to ~~make~~achieve the performance standards, Pfizer will be entitled to establish its own facility, with our ~~Trofile~~assistance, ~~Assay~~to ~~available~~perform the assay in ~~the~~support ~~United~~of ~~States~~its human clinical trials, and to perform the assay with respect to patient samples. For these purposes, we have ~~for~~granted Pfizer ina ~~accordance~~license ~~with~~to ~~agreed~~use ~~upon~~intellectual ~~performance~~property ~~standards.~~rights Weand ~~are~~proprietary ~~also~~materials ~~obligated~~related to ~~undertake~~the ~~certain~~assay, ~~efforts~~secured toby ~~plan~~a ~~for~~security interest in favor of Pfizer, ~~establish~~in intellectual property rights and ~~maintain~~proprietary anmaterials ~~infrastructure~~related to ~~support~~ the ~~availability~~assay. ofPfizer would ~~the~~pay us a royalty for each such assay inthat ~~countries~~it ~~outside~~performs. If we materially default under the ~~United~~Collaboration ~~States~~Agreement, including failing to achieve the performance standards, and Pfizer becomes entitled to use our intellectual property and ~~designated~~proprietary materials to establish its own facility, our business could be significantly and adversely impacted by this potential loss in product revenue from Pfizer.

WeProducts ~~have~~based ~~never~~on ~~been subject to breach remedies in~~ the ~~case~~VeraTag oftechnology ~~failure~~could ~~to meet performance standards like those in the Pfizer collaboration agreement, and we may~~ be ~~unable~~delayed to meet them. The performance standards include standards regarding shipment times, assay turnaround times, percent of unscreenable samples and assay sensitivity. In addition, patient blood samples originating outside the United States will be included in the overall performance standards. We anticipate that under the collaboration agreement we will receive patient samples from countries and laboratories that we have not previously dealt with. Although individual sites and countries must meet minimum volume and performance standards before they are included in the overall performance standard calculations, samples from these sources may not be consistently collected or ~~maintained~~ inprecluded ~~accordance~~by ~~with our requirements~~regulatory, ~~which~~clinical ~~could make a sample unscreenable~~ or ~~lead~~technical to unacceptable variability in the assay results. While we and Pfizer have agreed to exclude third party sample collection problems from the measurement of our performance under the collaboration agreementobstacles, ~~there~~thereby ~~may~~delaying ~~be instances where we are unable to identify a sample collection problem,~~ or ~~where~~preventing ~~we and Pfizer disagree as to whether or not a performance issue is attributable to such a problem. In performing under~~ the ~~collaboration agreement~~development, weintroduction ~~will need to contract with third party laboratories outside the United States. We do not have experience in negotiating~~ and ~~managing relationships with overseas laboratories, and may have difficulty~~ ~~doing~~commercialization ~~so.~~of In addition, we anticipate that certain HIV variants will be more prevalent in patient populations in some countries from which we will be receiving patient samples under the collaboration, and with which we do not have extensive prior experience. Our assay may not work effectively with these ~~variants,~~new orproducts ~~may require additional enhancements. The foregoing~~ and ~~other~~adversely ~~factors~~impacting ~~may make us unable to perform under~~ our ~~collaboration~~revenue ~~with~~and ~~Pfizer, which could constitute a material breach of the collaboration agreement~~profitability.

~~Following~~In ~~certain~~July ~~uncured~~2008, ~~material~~our ~~breaches~~first byVeraTag product, usHERmark ~~under~~Breast ~~the~~Cancer ~~collaboration agreement~~Assay, ~~including~~became ~~our~~available ~~failure~~ to ~~achieve~~physicians throughout the ~~performance~~U.S. ~~standards,~~for ~~Pfizer~~assessment ~~will~~of beHER2 ~~entitled~~status toin ~~establish~~patients ~~its~~with ~~own~~breast ~~facility,~~cancer. ~~with~~We ~~our~~continue ~~assistance,~~ to ~~perform~~develop ~~the~~other ~~assay~~testing products for use in ~~support~~connection with the treatment of cancer ~~its~~patients. ~~human~~These ~~clinical~~products ~~trials,~~will also be based on our proprietary VeraTag technology and are expected to ~~perform~~leverage ~~the~~our ~~assay~~experience in ~~respect of~~ patient ~~blood~~testing ~~samples~~for HIV. ~~For~~The completion of these ~~purposes,~~ weresearch ~~have~~and ~~granted~~development ~~Pfizer~~activities ais ~~license~~subject to ~~use~~a number ~~intellectual~~of ~~property~~risks ~~rights~~ and ~~proprietary~~uncertainties ~~materials~~including ~~related~~the toextent ~~the~~of ~~assay,~~clinical ~~secured~~trials byrequired afor ~~security~~regulatory ~~interest~~and inmarketing ~~favor~~purposes, the timing and results of ~~Pfizer~~clinical trials, ininability ~~intellectual~~to ~~property~~access ~~rights~~tumor ~~and~~samples ~~proprietary~~on ~~materials~~which ~~related~~ to conduct studies of the ~~assay.~~correlation between ~~Pfizer~~measurements ~~would~~by ~~pay~~VeraTag usassays aand ~~royalty~~clinical ~~for~~outcomes, ~~each~~failure ~~such~~or ~~assay~~delay ~~that~~in itvalidating ~~performs.~~the Iftechnology wein ~~materially~~clinical ~~default~~trials, ~~under~~failure ~~the~~to ~~collaboration~~have ~~agreement~~results of clinical studies published in peer reviewed journals, ~~including~~and ~~failing~~failure to achieve ~~the~~necessary regulatory ~~performance~~approvals. ~~standards,~~These ~~and~~factors ~~Pfizer~~make ~~becomes~~it ~~entitled~~impossible to ~~use~~predict ~~our~~with ~~intellectual property~~any ~~and~~degree ~~proprietary~~of ~~materials~~certainty whether we will be able to ~~establish~~complete ~~its~~the ~~own~~development ~~facility,~~of ~~our~~commercial ~~business~~products ~~could~~utilizing beVeraTag ~~significantly~~technology ~~and~~or ~~adversely~~if ~~impacted~~we byare ~~this~~able ~~potential~~to ~~loss~~do inso ~~service~~what ~~revenue~~the ~~from~~cost and ~~Pfizer~~timing of such completion may be.

We are currently restricted by accounting rules in our ability to recognize revenue from activities under the collaboration agreement with Pfizer, impacting our revenue and profitability.

In accordance with Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” (“EITF 00-21”) revenue arrangements entered into after June 15, 2003, that include multiple element arrangements are analyzed to determine whether the deliverables are divided into separate units of accounting or as a single unit of accounting. Revenues are allocated to a delivered product or service when all of the following criteria are met: (1) the delivered item has value to the customer on a standalone basis; (2) there is objective and reliable evidence of the fair value of the undelivered item; and (3) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in our control. If all of the three required criteria under EITF 00-21 are met, then the deliverables would be accounted for separately, as performed. Otherwise, the arrangement would be accounted for as a single unit of accounting and the payments for performance obligations would be recognized as revenue over the estimated period of when the performance obligations are performed. If we cannot reasonably estimate when a performance obligation either ceases or becomes inconsequential, then revenue is deferred until we can reasonably estimate when the performance obligation ceases or becomes inconsequential.

The Pfizer collaboration is a multiple element arrangement, including supply of the Trofile Assay in additional clinical studies (including early access programs in both the U.S. and outside the U.S.), supply of the Trofile Assay for clinical use outside of the U.S., reimbursement of costs for the establishment and operation of supply infrastructure outside of the U.S. and potential assistance to Pfizer in the establishment and operation of a second facility for processing of tropism assays. Under the guidelines of EITF 00-21, we have determined that the collaboration with Pfizer should be accounted for as a single unit of accounting due to the absence of established fair values of certain undelivered elements. Accordingly, we have deferred revenue under this collaboration until the earlier of establishment of fair values or completion of the deliverables. Additionally, related direct costs that are contractually reimbursable on a non-refundable basis under this collaboration have been deferred. We anticipate the application of these

accounting rules will prevent us from recognizing any revenue under the Pfizer collaboration until the expiry or termination of the agreement, or the completion of certain deliverables, which we anticipate will take at least several years, if not longer, which would adversely affect our profitability.

Proposed new products based on the VeraTag technology could be delayed or precluded by regulatory, clinical or technical obstacles, thereby delaying or preventing the development, introduction and commercialization of these new products and adversely impacting our revenue and profitability.

We are developing testing products for use in connection with the treatment of cancer patients. These products will be based on our proprietary VeraTag technology and are expected to leverage our experience in patient testing for HIV. We expect that the development and commercialization of VeraTag assays for use in clinical trials by pharmaceutical and biotechnology customers could exceed one year. In addition, we expect to commercialize clinical assays for diagnostic use in patient testing, upon the successful completion of product development and automation for high throughput, validation of assays in a Clinical Laboratory Improvement Amendments, or CLIA, certified laboratory format, and attainment of clinical validation through clinical trials, which could also exceed one year. The completion of these research and development activities is subject to a number of risks and uncertainties including the extent of clinical trials required for regulatory and marketing purposes, the timing and results of clinical trials, inability to access tumor samples on which to conduct studies of the correlation between measurements by VeraTag assays and clinical outcomes, failure to validate the technology in clinical trials, failure to have results of clinical studies published in peer reviewed journals, and failure to achieve necessary regulatory approvals. These factors make it impossible to predict with any degree of certainty whether we will be able to complete the development of commercial products utilizing VeraTag technology or if we are able to do so what the cost and timing of such completion may be.

The FDA may impose medical device regulatory requirements on our tests, including possible pre-market approval requirements, which could be expensive and time-consuming and could prevent us from marketing these tests. *

In September 2006, the FDA issued draft guidance related to the regulation of certain kinds of tests, multivariate index assays (“IVDMIAs”) provided by CLIA labs. ~~This~~Following ~~draft~~public ~~guidance~~comment, ~~which~~the ~~was~~FDA ~~subject~~issued torevised ~~public~~draft ~~comment,~~guidance ~~was revised~~ in July 2007,. ~~and~~The isrevised guidance was again subject to public comment and may be further revised before being finalized. In December 2008, Genentech, Inc. filed a Citizen’s Petition urging the FDA to regulate all laboratory developed tests. The draft guidance states that it applies to those tests provided by CLIA laboratories and that are categorized as IVDMIAs where the values of multiple variables are combined using an interpretation function to yield a single patient-specific result that is intended for use in diagnosis, cure, mitigation, treatment or prevention of disease. It is not clear which tests may be covered by the final guidance when issued, when such guidance may be issued or what form of approval process may be required, although in certain cases a full ~~premarket~~pre-market approval may be required. There is no assurance that some or all of our current products and products in development, including those for HIV or for cancer based on the VeraTag technology, will not be covered by the final guidance, or by other FDA regulation. In addition, certain members of Congress have announced that they may introduce proposed legislation regarding laboratory testing, which may apply to current or future products.

As our Trofile Assay has been used in phase III trials of CCR5 ~~inhibitor~~antagonist drug candidates, we filed a master file with the FDA providing information ~~about~~ about the specification and validation of the assay. We have had discussions with the FDA regarding this information and the use of our HIV tests as a patient selection tool in such trials. While we have initiated commercial sales of our Trofile ~~Assay~~ as a ~~CLIA~~a CLIA-based service ~~for use as a patient selection tool for CCR5 drugs~~, ~~such as maraviroc,~~ there is no guarantee that the FDA will not seek to regulate such services. ~~It is not clear what regulatory approach, if any, the FDA may take with regard to Trofile.~~

In28 the past, the FDA has not required that genotypic or phenotypic resistance testing for HIV conducted at a clinical laboratory be subject to pre-marketing clearance or approval, although the FDA has stated that it believes its jurisdiction extends to tests generated in a clinical laboratory. We received a letter from the FDA in September 2001, that asserted such jurisdiction over in-house tests like our HIV resistance tests, but which also stated the FDA was not currently requiring pre-market approval for HIV monitoring tests such as ours provided that the promotional claims for such tests are limited to its analytical capabilities and do not mention the benefit of making treatment decisions on the basis of test results. The FDA letter to us also asserted that our GeneSeq test had been misbranded due to the use of purchased analyte specific reagents, or ASRs, if test reports did not include a statement disclosing that the test has not been cleared or approved by the FDA. Since 2002, we have utilized in-house prepared ASRs in our products. The FDA indicated in those discussions that the focus of the letter was our genotypic tests and not our phenotypic tests. On August 8, 2007, the FDA issued final guidance regarding classification of HIV genotypic resistance testing devices as class II devices. We do not believe that this guidance impacts our genotypic products all of which are conducted in our clinical laboratory. The recent draft IVDMIA guidance described above indicates that genotypic testing, such as our HIV genotypic resistance testing, does not fall within the scope of that IVDMIA draft guidance. We believe that our phenotypic resistance tests, as direct biological measurements of drug response, do not fall within the definition of IVDMIA. However, there is no assurance that the FDA will not seek to regulate our genotypic and phenotypic resistance tests.

In the past, the FDA has not required that genotypic or phenotypic resistance testing for HIV conducted at a clinical laboratory be subject to pre-marketing clearance or approval, although the FDA has stated that it believes its jurisdiction extends to tests generated in a clinical laboratory. We received a letter from the FDA in September 2001, that asserted such jurisdiction over in-house tests like our HIV resistance tests, but which also stated the FDA was not currently requiring pre-market approval for HIV monitoring tests such as ours provided that the promotional claims for such tests are limited to its analytical capabilities and do not mention the benefit of making treatment decisions on the basis of test results. The FDA letter to us also asserted that our GeneSeq test had been misbranded due to the use of purchased analyte specific reagents, or ASRs, if test reports did not include a statement disclosing that the test has not been cleared or approved by the FDA. Since 2002, we have utilized in-house prepared ASRs in our products. The FDA indicated in those discussions that the focus of the letter was our genotypic tests and not our phenotypic tests. On August 8, 2007, the FDA issued final guidance regarding classification of HIV genotypic resistance testing devices as class II devices. We do not believe that this guidance impacts our genotypic products all of which are conducted in our clinical laboratory. The recent draft IVDMIA guidance described above indicates that genotypic testing, such as our HIV genotypic resistance testing, does not fall within the scope of that IVDMIA draft guidance. We believe that our phenotypic resistance tests and our HERmark Breast Cancer Assay, as direct biological measurements, do not fall within the definition of IVDMIA. However, there is no assurance that the FDA will not seek to regulate our products.

Either as a result of a decision to produce future test kits, or as a result of FDA regulation or other regulation, of our laboratory testing business, we may become subject to Good Manufacturing Practice Regulation, or GMP, under the auspices of the FDA. Our facilities are not GMP compliant. If our operations are subject to GMP regulation, then we will be required to establish a GMP compliant facility, or to enter into a relationship with a third party manufacturer that operates a GMP compliant facility. We do not have experience with GMP compliance. GMP compliance, or entry into a manufacturing relationship with a third party manufacturer, would be time-consuming and expensive. We anticipate that if we are required to establish our own GMP compliant facility, or we elect to enter into a relationship with a GMP compliant third party, either process would require significant start-up costs and would significantly increase on-going overhead costs.

We cannot be sure that the FDA will accept the steps we take, or that the FDA will not require us to alter our promotional claims or undertake the expensive and time-consuming process of seeking ~~premarket~~pre-market approval with clinical data demonstrating the sensitivity and specificity of our currently offered tests or tests in development, including tests for oncology based on our VeraTag technology. If ~~premarket~~pre-market approval is required, we cannot be sure that we will be able to obtain it in a timely fashion or at all; and in such event the FDA would have authority to require us to cease marketing tests until such approval is granted.

In general, we cannot predict the extent of future FDA or other regulation, including congressional regulation, of our business. In the future, we might be subject to greater or different regulations that could have a material effect on our finances and operations. If we fail to comply with existing or additional FDA regulations, it could cause us to incur civil or criminal fines and penalties, increase our expenses, prevent us from increasing revenues, or hinder our ability to conduct our business.

With the broadening of our business from infectious disease to oncology, we are a larger and broader organization. If our management is unable to adequately manage the company, our operating results will suffer. *

As of September 30, 2007, our total number of employees was 339. Our proposed testing products using the VeraTag technology and our commercialization infrastructure have not yet been developed, and the two will need to be integrated as a necessary part of the development process. We do not have experience in commercializing testing products for use in the oncology field. We face challenges inherent in efficiently managing an increased number of employees and addressing new markets, including the need to implement appropriate systems, policies, benefits and compliance programs and the need to build a sales organization focused on oncologists.

Difficulties or delays in successfully managing the substantially larger and broader organization could have a material adverse effect on our business and, as a result, on the market price of our common stock.

We could lose key personnel, which could materially affect our business and require us to incur substantial costs to recruit replacements for lost personnel.

Any of our key personnel could terminate their employment at any time and without notice. We do not maintain key person life insurance on any of our key employees. Any failure to attract and retain key personnel could have a material adverse effect on our business.

Charges to operations resulting from the possible future impairment of goodwill and intangible assets may adversely affect the market value of our common stock.

If we are unable to successfully develop new products based on our VeraTag technology, our financial results, including ~~earnings~~net income (loss) per common share, could be adversely affected. In accordance with United States generally accepted accounting principles, we have accounted for the merger with ACLARA as a business combination. We have allocated the total purchase price to the acquired net tangible assets, amortizable intangible assets, and in-process research and development based on their fair values as of the date of completion of the merger, and have recorded the excess of the purchase price over those fair values as goodwill.

To the extent the value of goodwill becomes impaired,; we may be required to incur material non-cash charges relating to the impairment of those assets. The additional charges could adversely affect our financial results, including ~~earnings~~net income (loss) per common share, which could cause the market price of our common stock to decline.

31Our current products may not continue to receive market acceptance and our potential future products may not achieve market acceptance, which could limit our future revenue. *

Our ability to establish our testing products, both current and potential, as the standard of care to guide and improve the treatment of viral diseases and cancer will depend on continued acceptance and use of our current testing products by physicians and clinicians and pharmaceutical companies, similar acceptance and use of our potential future products and the development and

~~Our~~ commercialization ~~current~~of new drugs and drug classes that require or could benefit from testing services such as ours. While certain testing products ~~may~~for viral diseases are established, others are still relatively new, and testing products for the treatment of cancer have not ~~continue~~yet been developed. We cannot predict the extent to ~~receive~~which ~~market~~physicians ~~acceptance~~and clinicians will accept and ~~our~~use ~~potential~~these ~~future~~testing products. They may ~~not~~prefer ~~achieve market~~competing ~~acceptance~~technologies and products. The commercial success of these testing products will require demonstrations of their advantages and potential clinical and economic value in relation to the current standard of care, ~~which~~as ~~could~~well ~~limit~~as to competing products. Market acceptance of our ~~future~~products ~~revenue.~~will depend on:

~~Our~~• ~~ability to establish our testing products, both current and potential, as~~ the ~~standard~~success of ~~care~~Pfizer’s toSelzentry, ~~guide~~including ~~and~~whether ~~improve~~Selzentry ~~the~~is ~~treatment~~approved ~~of viral diseases and cancer will depend on continued acceptance and use of our current testing products~~ by ~~physicians and clinicians and pharmaceutical companies, similar acceptance and use of our potential future products and~~ the ~~development~~FDA ~~and commercialization of new drugs and drug classes that require or could benefit from testing services such as ours. While certain testing products~~ for ~~viral~~use ~~diseases~~in ~~are~~treatment-naïve ~~established,~~HIV ~~others are still relatively new~~patients, and ~~testing products for~~ the ~~treatment~~adoption of ~~cancer~~our ~~have~~Trofile ~~not~~Assay ~~yet been developed. We cannot predict the extent~~ to ~~which~~select ~~physicians~~patients ~~and~~for clinicians will accept and use these testing products. They may prefer competing technologies and products. The commercial success of these testing products will require demonstrations of their advantages and potential clinical and economic value in relation to the current standard of care, as well as to competing products. Market acceptance of our products will depend on: Selzentry;

• ~~our~~the ~~marketing~~development ~~efforts~~ and ~~continued~~commercialization ~~ability~~of tocompetitive ~~demonstrate~~products for the ~~utility~~assessment of ~~PhenoSense~~tropism inrelated ~~guiding~~to ~~anti-viral drug therapy, for example, through~~ the ~~results~~use of ~~retrospective~~Selzentry and ~~prospective~~other ~~clinical~~CCR5 ~~studies~~antagonists in development;

• ~~our ability to demonstrate~~ the ~~advantages~~availability ~~and~~of ~~potential~~third ~~economic~~party ~~value~~reimbursement ofby ~~our~~Medicare, ~~PhenoSense~~Medicaid ~~testing~~and ~~products~~other ~~over~~public ~~current~~and ~~treatment~~private ~~methods~~payers ~~and~~of ~~other~~healthcare ~~resistance tests~~costs;

• the success of Pfizer’s maraviroc and the adoption of our Trofile Assay to select patients for maraviroc;

•

the success of clinical trials of additional CCR5 antagonists for HIV in which our testing services are being used, whether those drugs get approved by the FDA and whether our tests are required or recommended after those drugs are approved;

• ~~the~~our ~~development~~marketing efforts and ~~commercialization~~continued ofability ~~competitive~~to ~~products~~demonstrate ~~for~~ the ~~assessment~~utility of ~~tropism~~PhenoSense ~~related~~products toin ~~the~~guiding ~~use~~anti-viral ofdrug ~~CCR5~~therapy, ~~antagonists~~especially in relation to genotyping technology;

•

the effectiveness of Pfizer in developing the market and commercializing our Trofile Assay outside of the United States;

•

our ability to demonstrate to potential customers the clinical benefits and cost effectiveness of our VeraTag technology, relative to competing technologies and products;

•

the extent to which opinion leaders in the scientific and medical communities publish supportive scientific papers in reputable academic journals;

•

the extent and success of our efforts to market, sell and distribute our testing products;

• the timing and willingness of potential collaborators to commercialize our ~~PhenoSense~~virology and VeraTag products and other future testing product candidates;

• general and industry-specific economic conditions, which may affect our pharmaceutical customers’ research and development, clinical trial expenditures and the use of our ~~PhenoSense~~products, including Trofile and VeraTag ~~products~~;

•

progress of clinical trials conducted by our pharmaceutical customers;

• our ability to generate clinical data indicating correlation between data recognized by VeraTag assays, including HERmark and clinical responses to particular drugs;

• changes in the cost, quality and availability of equipment, reagents and components required to manufacture or use our PhenoSense, Trofile, HERmark and future VeraTag products and other future testing product candidates;

•

the development by the pharmaceutical industry of anti-viral drugs and targeted medicines for specific patient populations, the success of these targeted medicines in clinical trials and the adoption of our technological approach in these development activities; and

•

our ability to develop new products.

If the market does not continue to accept our existing testing products, such as our Trofile, PhenoSense and HERmark products or does not accept our future testing products ~~such as products based on the VeraTag technology~~, our ability to generate revenue will be limited.

~~Our~~We ~~revenues~~have ~~will~~significant beindebtedness ~~limited~~and ordebt ~~diminished~~service ifobligations ~~changes~~as ~~are~~a ~~made~~result toof the ~~way~~issuance ~~that~~of our ~~products~~convertible ~~are~~note ~~reimbursed,~~to orPfizer ifin ~~government~~the orprincipal amount of ~~third-party~~$25 ~~payors~~million, ~~limit~~our issuance of 0% convertible senior unsecured notes, in the ~~amounts~~principal ~~that~~amount ~~they~~of ~~will~~$30 ~~reimburse~~million, ~~for~~and our ~~current~~entry ~~products~~into a credit and security agreement with General Electric Capital Corporation (“GE”), which individually or doin ~~not~~the aggregate, ~~authorize~~may ~~reimbursement~~adversely ~~for~~affect our ~~planned~~cash ~~products~~flow, cash position and stock price. *

~~Government~~As a result of the sale and ~~third-party~~issuance ~~payors~~of $30 million principal amount of 0% convertible senior unsecured notes in January 2007, ~~including~~to ~~Medicare~~a ~~and~~single ~~Medicaid~~qualified institutional buyer, ~~require~~our ~~that~~entry weinto ~~identify~~a ~~the~~credit ~~services~~and wesecurity ~~perform~~agreement with GE, in ~~our~~September ~~clinical~~2006, ~~laboratory~~which ~~using~~provides ~~industry~~us ~~standard~~with ~~codes~~a ~~known~~revolving ascredit ~~the~~line ~~Current~~of ~~Procedural~~up to ~~Terminology~~$10 million, orand ~~CPT~~our ~~codes,~~issuance ~~which~~of ~~are~~a ~~developed~~convertible bynote to Pfizer in the ~~American~~principal ~~Medical~~amount ~~Association~~of $25 million in May 2006, orwe ~~AMA~~increased our total debt and debt service obligations. ~~Most~~If ~~payors~~we ~~maintain~~issue aother ~~list~~debt ofsecurities ~~standard~~or ~~reimbursement~~enter ~~rates~~into ~~for~~other ~~each~~debt ~~such~~obligations ~~code,~~in the future, our debt service obligations will increase further.

3230

~~and~~We ~~our~~intend ~~ability~~ to befulfill ~~reimbursed for~~ our ~~services~~debt isservice ~~therefore~~obligations. ~~effectively~~In ~~limited by our ability to describe~~ the ~~services accurately using the CPT codes. From time to time~~future, ~~the~~if ~~AMA~~we ~~changes~~are ~~its instructions about how our services should be coded using the CPT codes. If these changes leave us~~ unable to ~~accurately~~generate ~~describe~~cash ~~our services~~ or ~~we are not coordinated with payors such that corresponding~~ ~~changes~~raise ~~are~~additional ~~made~~cash tothrough ~~the~~financings ~~payors’~~sufficient ~~reimbursement schedules, we may have~~ to ~~renegotiate~~meet ~~our~~these ~~pricing~~obligations and ~~reimbursement~~need ~~rates, the changes may interrupt our ability~~ to beuse ~~reimbursed,~~existing ~~and/or~~cash ~~the~~in ~~overall~~order ~~reimbursement rates for our services may decrease dramatically. In addition, we may spend significant time and resources~~ to ~~minimize~~fund ~~the impact of~~ these ~~changes on reimbursement. If the coding available does not apply or cannot accurately reflect the testing we perform~~obligations, ~~such as in the billing of a new product,~~ we may have to ~~use~~delay ~~an unlisted procedure CPT Code. The use of this code may interrupt~~ or ~~delay~~curtail ~~our ability to be reimbursed. In addition~~research, wedevelopment ~~may spend significant time~~ and ~~resources~~commercialization ~~in the collection of such products~~programs.

Government and third-party payors are attempting to contain or reduce the costs of healthcare and are challenging the prices charged for medical products and services. In addition, increasing emphasis on managed care in the United States will continue to put pressure on the pricing of healthcare products. This could in the future limit the price that we can charge for our products or cause fluctuations in reimbursement rates for our products. This could hurt our ability to generate revenues. Significant uncertainty exists as to the reimbursement status of new medical products, such as our Trofile Assay, and products that we expect to develop, such as our VeraTag Assays for oncology. Additionally, revenue recognition is delayed until reimbursement is established, on a payor by payor basis. If government and other third-party payors do not continue to provide adequate coverage and reimbursement for our testing products or do not authorize reimbursement for our newly introduced and our planned products, our revenues will be reduced.

Our indebtedness and debt service obligations have increased as a result of the issuance of our convertible note to Pfizer in the principal amount of $25 million, our issuance of 0% convertible senior unsecured notes, in the principal amount of $30 million, and our entry into a credit and security agreement with Merrill Lynch, which individually or in the aggregate may adversely affect our cash flow, cash position and stock price.

As a result of the sale and issuance of $30 million principal amount of 0% convertible senior unsecured notes in January 2007, to a single qualified institutional buyer, our entry into a credit and security agreement with Merrill Lynch Capital, or Merrill, in September 2006, which provides us with a revolving credit line of up to $10 million, and our issuance of a convertible note to Pfizer in the principal amount of $25 million in May 2006, we increased our total debt and debt service obligations. If we issue other debt securities or enter into other debt obligations in the future, our debt service obligations will increase further.

We intend to fulfill our debt service obligations from our existing cash. In the future, if we are unable to generate cash or raise additional cash through financings sufficient to meet these obligations and need to use existing cash in order to fund these obligations, we may have to delay or curtail research, development and commercialization programs.

Our indebtedness could have significant additional negative consequences, including, without limitation:

•

requiring the dedication of a portion of our expected cash flow to service our indebtedness, thereby reducing the amount of our expected cash flow available for other purposes, including funding our research and development programs and other capital expenditures;

•

increasing our vulnerability to general adverse economic conditions;

•

limiting our ability to obtain additional financing;

•

placing us at a possible competitive disadvantage to less leveraged competitors and competitors that have better access to capital resources; and

•

requiring us to reflect adjustments in our statement of operations to reflect changes in the fair value of the embedded derivatives in our outstanding convertible debt.

Our outstanding senior indebtedness to Pfizer and ~~Merrill~~GE ~~Lynch Capital~~ imposes restrictions on how we conduct our business, and if we fail to meet our obligations under this indebtedness, our payment obligations may be accelerated and collateral for our loans may be forfeited.

In May 2006, in connection with our entry into a Collaboration Agreement, we and Pfizer entered into a Note Purchase Agreement, which we amended in January 2007, pursuant to which we sold to Pfizer a 3% Senior Secured Convertible Note in the principal amount of $25 million, which we refer to as the Pfizer Note. The Pfizer Note is secured by a first priority security interest in favor of Pfizer in our assets related to our HIV testing business.

Under the terms of the Pfizer Note, we are prohibited from incurring certain types of indebtedness, from permitting certain liens on our assets, from entering into transactions with affiliates and from entering into certain capital transactions such as dividends, stock repurchases, capital distributions or other similar transaction without Pfizer’s prior consent. We are also subject to certain other covenants as set forth in the Pfizer Note, including limitations on our ability to enter into new lines of business. These limitations imposed by the Pfizer Note could impair our ability to operate or expand our business.

33In addition, in September 2006, we entered into a credit and security agreement with GE. Our agreement with GE provides us with a $10 million revolving credit line and grants GE a security interest over certain of our assets, including our accounts receivable, intellectual property used or held for use in connection with our oncology testing business, and our inventory. Under the terms of this agreement, we are also prohibited from incurring certain types of indebtedness and certain liens on our assets.

If an event of default occurs under either of these loan arrangements, Pfizer or GE, as the case may be, may declare the outstanding principal balance and accrued but unpaid interest owed to them immediately due and payable, which would have a material adverse affect on our financial position. A default under either our Pfizer or GE indebtedness would also trigger a default under the terms of our convertible senior unsecured notes, in the principal amount of $30 million. We may not have sufficient cash to satisfy these obligations. If a default occurs under the Pfizer Note, and we are unable to repay Pfizer, Pfizer could seek to enforce its rights under its first priority security interest in our assets related to our HIV testing business. If this were to happen, Pfizer may receive some or all of the assets related to our HIV testing business in satisfaction of our debt, which could cause our business to fail. Similarly, if a default occurs under our agreement with GE, and we are unable to repay GE, GE could seek to enforce its security interest in the assets it has secured, including our accounts receivable, intellectual property used or held for use in connection with our oncology testing business, and our inventory, which could also cause our business to fail.

Billing complexities associated with health care payers could delay our accounts receivable collection, impair our cash flow and limit our ability to reach profitability. *

Billing for laboratory services is complex. Laboratories must bill various payers, such as Medicare, Medicaid, insurance companies, doctors, employer groups and patients, all of whom have different requirements. Our revenue derived from tests performed for beneficiaries of the Medicare and Medicaid programs represented approximately 23% and 20% of our revenue for the three month periods ending March 31, 2009 and 2008, respectively. In addition, gross accounts receivable balances from Medicare and Medicaid represented 30% and 35% of our gross accounts receivable balance at March 31, 2009 and December 31, 2008, respectively. Billing difficulties often result in a delay in collecting, or ultimately an inability to collect, the related receivable. This impairs cash flow and ultimately reduces profitability if we are required to record bad debt expense and/or contractual adjustments for these receivables. We recorded bad debt expense of $0.3 million and $0.2 million for the three months ended March 31, 2009, and 2008, respectively.

stock repurchases, capital distributions or other similar transaction without Pfizer’s prior consent. We are also subject to certain other covenants as set forth in the Pfizer Note, including limitations on our ability to enter into new lines of business. These limitations imposed by the Pfizer Note could impair our ability to operate or expand our business.

In addition, in September 2006, we entered into a credit and security agreement with Merrill. Our agreement with Merrill provides us with a $10 million revolving credit line and grants Merrill a security interest over certain of our assets, including our accounts receivable, intellectual property used or held for use in connection with our oncology testing business, and our inventory. Under the terms of this agreement, we are also prohibited from incurring certain types of indebtedness and certain liens on our assets.

If an event of default occurs under either of these loan arrangements, Pfizer or Merrill, as the case may be, may declare the outstanding principal balance and accrued but unpaid interest owed to them immediately due and payable, which would have a material adverse affect on our financial position. A default under either our Pfizer or Merrill indebtedness would also trigger a default under the terms of our convertible senior unsecured notes, in the principal amount of $30 million. We may not have sufficient cash to satisfy these obligations. If a default occurs under the Pfizer Note, and we are unable to repay Pfizer, Pfizer could seek to enforce its rights under its first priority security interest in our assets related to our HIV testing business. If this were to happen, Pfizer may receive some or all of the assets related to our HIV testing business in satisfaction of our debt, which could cause our business to fail. Similarly, if a default occurs under our agreement with Merrill, and we are unable to repay Merrill, Merrill could seek to enforce its security interest in the assets it has secured, including our accounts receivable, intellectual property used or held for use in connection with our oncology testing business, and our inventory, which could also cause our business to fail.

Billing complexities associated with health care payors could delay our accounts receivable collection, impair our cash flow and limit our ability to reach profitability. *

Billing for laboratory services is complex. Laboratories must bill various payors, such as Medicare, Medicaid, insurance companies, doctors, employer groups and patients, all of whom have different requirements. Our revenue derived from tests performed for beneficiaries of the Medicare and Medicaid programs represented approximately 25% and 28% of our revenue for the nine months ended September 30, 2007 and 2006, respectively. In addition, gross accounts receivable balances from Medicare and Medicaid represented 34% and 27% of gross accounts receivable balance at September 30, 2007 and December 31, 2006, respectively. Billing difficulties often result in a delay in collecting, or ultimately an inability to collect, the related receivable. This impairs cash flow and ultimately reduces profitability if we are required to record bad debt expense and/or contractual adjustments for these receivables. We recorded bad debt expense of $0.6 million and $0.4 million for the nine months ended September 30, 2007 and 2006, respectively.

Among many other factors complicating billing are:

•

complexity of procedures, and changes in procedures, for electronic processing of insurance claims;

• complications related to use of new or miscellaneous codes, as with Trofile and HERmark, for new products based on new technologies;

• cumbersome nature of manual processes at ~~payors~~payers for processing claims where electronic processing is not possible;

• ~~pricing~~budget orconstraints ~~reimbursement~~for ~~differences~~the ~~between~~federal ~~our~~Medicare, ~~fee~~state ~~schedules~~Medicaid and ~~those~~other ofpublicly ~~the~~funded ~~payors~~programs, as well as cost containment efforts by public and private third party payers;

•

pricing or reimbursement differences between our fee schedules and those of the payers;

•

changes in or questions about how products are to be identified in the requisitions;

• disputes between ~~payors~~payers as to which party is responsible for payment;

• disparity in coverage among various ~~payors~~payers; and

• difficulties of adherence to specific compliance requirements and procedures mandated by various ~~payors~~payers.

Ultimately, if such issues are not resolved in a timely manner, our cash flows could be impaired and our ability to reach profitability could be limited.

We may encounter problems or delays in processing tests or in expanding our automated testing systems, which could impair our ability to grow our business, generate revenue and achieve and sustain profitability.

In order to meet future projected demand for our products and fully utilize our current clinical laboratory facilities, we may have to expand the volume of patient samples that we are able to process. We will also need to incorporate the VeraTag assays into our laboratory processes. We will also need to continue to develop our quality-control procedures and to establish more consistency with respect to test turnaround so that results are delivered in a timely manner. Thus, we will need to continue to develop and implement additional automated systems to perform our tests. We have installed laboratory information systems over the past few years to support the automated tests, analyze the data generated by our tests and report

the results. If these systems do not work effectively as we scale up our processing of patient samples, we may experience processing or quality-control problems and may experience delays or failures in our operations. These problems, delays or failures could adversely impact the promptness and accuracy of our transaction processing, which could impair our ability to grow our business, generate revenue and achieve and sustain profitability. We have experienced periods during which processing of our test results was delayed and periods during which the proportion of samples for which results could not be generated were higher than expected. While we are continuing to attempt to minimize the likelihood of any recurrence of these issues, future delays, processing problems and backlog may nevertheless occur, resulting in the loss of our customers and/or revenue and an adverse effect on our results of operations.

We face intense competition, and if our competitors’ existing products or new products are more effective than our products, the commercial opportunity for our products will be reduced or eliminated.

The commercial opportunity for our products will be reduced or eliminated if our competitors develop and market new testing products that are superior to, or are less expensive than, the testing products that we develop using our proprietary technology. The ~~biotechnology~~markets ~~industry~~for ~~evolves~~life atscience ~~a rapid~~research ~~pace~~ and isdiagnostic products are highly competitive. ~~Our competitors for our HIV resistance testing products include manufacturers~~ and ~~distributors~~are ofsubject ~~phenotypic~~to ~~and~~rapid ~~genotypic~~technological ~~drug~~change. ~~resistance~~In ~~technology~~particular, ~~such~~approaches asto ~~Tibotec-Virco,~~personalized amedicine ~~division~~are ofrapidly ~~Johnson & Johnson,~~evolving ~~Specialty Laboratories, Applied Biosystems Group, Visible Genetics, a division of Siemens, Viralliance,~~ and ~~reference~~there ~~and academic laboratories. For our Trofile Assay, we~~ are ~~not~~many ~~aware~~companies ofattempting ~~any assay that has been clinically validated for patient selection or used in any phase II or phase III clinical trial of a CCR5 antagonist. However, we are aware of efforts by third parties~~ to ~~develop~~establish ~~and~~their ~~introduce~~technological ~~assays using various gene-based~~ approaches. Weand ~~believe~~products ~~genotypic~~as ~~approaches to~~ the ~~identification~~standard of ~~tropism are thought to be significantly less precise than our phenotypic approach~~care. ~~However, we cannot be assured that simpler, less expensive tropism tests will not be developed and commercialized.~~

WeFor ~~also~~our ~~compete~~HIV ~~with~~resistance ~~companies~~testing ~~that~~products, ~~are~~genotypic ~~developing~~tests ~~alternative~~are ~~technological~~available ~~approaches~~through ~~for~~national ~~patient~~laboratories ~~testing~~such inas ~~the~~Quest Diagnostics ~~cancer~~and ~~field.~~Laboratory ~~There~~Corporation ~~are~~of ~~likely~~America, toas ~~be many~~well ~~competitive~~as ~~companies~~regional and ~~many~~hospital ~~technological~~laboratories ~~approaches~~and incommercial ~~the~~laboratories ~~emerging~~such ~~field~~as ofMayo ~~testing~~Laboratories ~~for~~and ~~likely~~Kaiser ~~responsiveness~~Permanente. toThese ~~the~~tests ~~new~~are ~~class~~supplied ofby ~~targeted~~a ~~cancer~~number ~~therapies,~~of manufacturers including ~~companies~~Applied Biosystems ~~such as DakoCytomation A/S~~Group, ~~Genzyme~~ and ~~Abbott~~Visible ~~Laboratories that~~Genetics, ~~currently~~a ~~commercialize~~division ~~testing products for guiding therapy~~ of ~~cancer patients~~Siemens. ~~Established~~While ~~diagnostic~~alternate ~~product~~approaches ~~companies~~to ~~such~~phenotypic astesting ~~Abbott~~are ~~Laboratories~~commercialized, ~~Roche~~we ~~Diagnostics~~believe ~~and~~that ~~Siemens~~the ~~and~~primary ~~established~~competition ~~clinical~~for ~~laboratories~~our ~~such~~phenotypic asresistance ~~Quest~~tests ~~Diagnostics and~~is ~~Laboratory~~the ~~Corporation~~alternate approach of ~~American~~genotyping. For ~~may~~our ~~also~~Trofile ~~develop~~Co-Receptor orTropism ~~commercialize~~Assay, ~~services~~we orare ~~products~~not ~~that~~aware ~~are~~of ~~competitive~~any ~~with~~other ~~those~~clinically ~~that~~validated weproducts ~~anticipate~~currently ~~developing~~available ~~and~~for ~~commercializing~~this application. ~~In addition~~However, ~~there~~we are aaware ~~number~~ of ~~alternative~~efforts ~~technological~~by ~~approaches being~~third ~~developed~~parties byto ~~competitors.~~develop Incompetitive ~~particular,~~assays ~~while~~using ~~our~~phenotypic ~~anticipated~~and genotypic ~~oncology~~approaches. ~~testing~~We ~~products~~believe ~~will~~that begenotypic ~~based~~approaches onto the identification of ~~protein-based~~tropism ~~differences~~are ~~among~~significantly ~~patients,~~less ~~there~~precise isthan ~~significant~~our ~~interest~~phenotypic inapproach. ~~the~~Nevertheless, ~~oncology~~we ~~community~~expect ~~in gene-based approaches~~ that ~~may~~reference belaboratories ~~available~~and ~~from~~academics ~~other companies, which~~ may ~~prove~~develop toproducts bebased aon genotypic ~~superior technology to ours~~approaches.

For diagnostic testing used for cancer therapies, we expect to compete with existing mass protein and RNA based technologies as well as with companies that are developing alternative technological approaches for patient testing in the cancer field. There are likely to be many technological approaches in the emerging field of testing for likely responsiveness to the new class of targeted cancer therapies, potentially from companies that currently commercialize testing products for guiding therapy of cancer patients, such as DakoCytomation A/S, Genzyme, Abbott Laboratories and Roche Diagnostics. Established national clinical laboratories such as Quest Diagnostics and Laboratory Corporation of America may also develop or commercialize services or products that are competitive with those that we anticipate developing and commercializing. In addition, there are likely alternative technology approaches being developed by competitors and evaluated by pharmaceutical and biotechnology companies as well as being studied by the oncology community. In particular, while products based on our VeraTag technology are based on the identification of protein-based differences among patients, there is significant interest in the oncology community for gene-based approaches that may be available from other companies.

We believe that the principal competitive factors in our markets are product capability supported by clinical validation, scientific credibility and reputation, customer service, cost effectiveness of the technology and the sales and marketing strength of the supplier.

Each of these competitors is attempting to establish its own test as the standard of care. Our competitors may successfully develop and market other testing products that are either superior to those that we may develop or that are marketed prior to marketing of our testing products. One or more of our competitors may render our technology obsolete or uneconomical by advances in existing technological approaches or the development of different approaches. Some of these competitors have substantially greater financial resources, market presence and research and development staffs than we do. In addition, some of these competitors have significantly greater experience in developing products, and in obtaining the necessary regulatory approvals of products and processing and marketing products.

Various testing materials that we use are purchased from single qualified suppliers, which could result in our inability to secure sufficient materials to conduct our business.

We purchase some of the testing materials used in our laboratory operations from single qualified suppliers. Although these materials could be purchased from other suppliers, we would need to qualify the suppliers prior to using their materials in our commercial operations. Although we believe we have ample inventory to allow validation of another source, in the event of a material interruption of these supplies, the quantity of our inventory may not be adequate.

Any extended interruption, delay or decreased availability of the supply of these testing materials could prevent us from running our business as contemplated and result in failure to meet our customers’ demands. If significant customer relationships were harmed by our failure to meet customer demands, our revenues may decrease. We might also face significant additional expenses if we are forced to find alternate sources of supplies, or change materials we use. Such expenses could make it more difficult for us to attain profitability, offer our products at competitive prices and continue our business as currently contemplated or at all.

35The intellectual property protection for our technology and trade secrets may not be adequate, allowing third parties to use our technology or similar technologies, and thus reducing our ability to compete in the market. *

We may be dependent on licenses for technology we use in our testing products, and our business would suffer if these licenses were terminated or were not available.

Historically, we have licensed technology from Roche Applied Science Division of Roche Diagnostics Corporation, or Roche, that we use in our PhenoSense and GeneSeq tests. We held a non-exclusive license for the life of the patent term of the last licensed Roche patent. We were notified by Roche that the license had terminated in March 2005, because the last licensed patent had expired. However, Roche advised us that additional licenses may be necessary for certain other patents and has offered us a license to these patents. We are in the process of reviewing whether additional licenses are necessary or useful for our operations. We believe such licenses are available on commercially acceptable terms.

As we develop and begin to commercialize our testing products in oncology, we may encounter the need for licenses to technology owned by others in order to commercialize these products. If such licenses become necessary, there is no guarantee that they will be available on commercially acceptable terms.

The intellectual property protection for our technology and trade secrets may not be adequate, allowing third parties to use our technology or similar technologies, and thus reducing our ability to compete in the market.

The strength of our intellectual property protection is uncertain. In particular, we cannot be sure that:

•

we were the first to invent the technologies covered by our patents or pending patent applications;

•

we were the first to file patent applications for these inventions;

•

others will not independently develop similar or alternative technologies or duplicate any of our technologies;

•

any of our pending patent applications will result in issued patents; or

•

any patents issued to us will provide a basis for commercially viable products or will provide us with any competitive advantages or will not be challenged by third parties.

With respect to our viral disease portfolio, ~~as of September 30, 2007,~~ we have approximately 9881 granted, issued, allowed, and pending patent applications in the United States and in other countries, including 4728 issued patents as of March 31, 2009. With respect to our ~~potential oncology products and~~ VeraTag technology, weincluding ~~currently~~our ~~have~~current ~~approximately 76 granted, issued, allowed,~~ and ~~pending~~planned ~~patent~~oncology ~~applications in the United States and in other countries~~products, ~~including~~we ~~27 issued patents. We~~ have ~~105~~approximately 77 granted, issued, allowed, and pending patent applications in the United States and in other countries, including 7935 issued or ~~allowed~~ patents, ~~relating~~as ~~to the historic microfluidics business~~ of ~~ACLARA. These microfluidics patents and patent applications have been licensed to Caliper Life Sciences~~March 31, ~~Inc~~2009. ~~and we may receive certain royalties pursuant to this license agreement.~~

We have 93 granted, issued, allowed and pending patent applications in the United States and in other countries as of March 31, 2009, including 72 issued or allowed patents, relating to the historic microfluidics business of ACLARA. These microfluidics patents and patent applications have been licensed to Caliper Life Sciences, Inc. and we may receive certain royalties pursuant to this license agreement. We have received and will receive cash payments, including up-front and annual payments for the outlicense. In addition, we will receive royalty payments relevant to exactly which of the outlicensed patents are implicated. For some of the outlicensed patents, we will receive a flat royalty on all products for which Caliper grants a sublicense. On others, we will share sublicensing revenue based upon a formula determined according to the quality and quantity of Caliper patents implicated in the Caliper sublicense.

Other companies may have patents or patent applications relating to products or processes similar to, competitive with or otherwise related to our current and planned products. Patent law relating to the scope of claims in the technology fields in which we operate, including biotechnology and information technology, is still evolving and, consequently, patent positions in these industries are generally uncertain. We will not be able to assure you that we will prevail in any lawsuits regarding the enforcement of patent rights or that, if successful, we will be awarded commercially valuable remedies. In addition, it is possible that we will not have the required resources to pursue offensive litigation or to otherwise protect our patent rights.

In addition to patent protection, we also rely on protection of trade secrets, know-how and confidential and proprietary information. We generally enter into confidentiality agreements with our employees, consultants and their collaborative partners upon commencement of a relationship with them. However, we cannot assure you that these agreements will provide meaningful protection against the unauthorized use or disclosure of our trade secrets or other confidential information or that adequate ~~remedies~~ remedy would exist if unauthorized use or disclosure were to occur. The unintended disclosure of our trade secrets and other proprietary information would impair our competitive advantages and could have a material adverse effect on our operating results, financial condition and future growth prospects. Further, we cannot assure you that others have not or will not independently develop substantially equivalent know-how and technology.

In addition, there is a risk that some of our confidential information could be compromised during the discovery process of any litigation. During the course of any lawsuit, there may be public announcements of the results of hearings, motions and other interim proceedings or developments in the litigation. If securities analysts or investors perceive these results to be negative, it could have a substantial negative effect on the trading price of our common stock.

~~Our~~33 products could infringe on the intellectual property rights of others, which may cause us to engage in costly litigation and, if we are not successful defending any such litigation or cannot obtain necessary licenses, we may have to pay substantial damages and/or be prohibited from selling our products.

~~number~~Our of claims and threatened claims of infringement of intellectual property rights. Numerous U.S. and foreign issued patents and pending patent applications owned by others exist in the fields in which we are selling and/or developing or expect to sell and/or develop products. Wecould ~~may~~infringe ~~be exposed to future litigation by third parties based~~ on ~~claims that our products, technologies or activities infringe~~ the intellectual property rights of others~~. Because patent applications can take many years to issue~~, ~~there~~which may because ~~currently~~us ~~pending applications, unknown~~ to ~~us,~~engage ~~which may later result~~ in ~~issued patents that our products or~~costly ~~technologies~~litigation ~~may infringe. There also may be existing patents, of which we are not aware, that our products or technologies may inadvertently infringe. Further, there may be issued patents~~ and ~~pending patent applications in fields relevant to our business~~, ofif ~~which~~ we ~~may become aware from time to time, that we believe we do not infringe or that we believe~~ are ~~invalid or relate to immaterial portions of our overall business. We will~~ not besuccessful ~~able~~defending ~~to assure you that third parties holding~~ any ~~of these~~such ~~patents or patent applications will not assert infringement claims against us for damages or seeking to enjoin our activities. We will also not be able to assure you that, in the event of~~ litigation, ~~we will be able to successfully assert any belief we may have as to non-infringement, invalidity~~ or ~~immateriality,~~cannot orobtain that any infringement claims will be resolved in our favor. Third parties have from time to time threatened to assert infringement or other intellectual property claims against us based on our patents or other intellectual property rights or informed us that they believe we required one or more licenses in order to perform certain of our tests. For instance, we have been informed in 2004 by Bayer Diagnostics (now a unit of Siemens AG), or Bayer, that it believed we require one or more licenses to patents controlled by Bayer in order to conduct certain of our current and planned operations and activities. We, in turn, believe that Bayer may require one or more licenses to patents controlled by us. Although we believe we do not need a license from Bayer for our HIV products, we have had discussions with Bayer concerning the possibility of entering into a cross-licensing or other arrangement, and believe that if necessary, licenses ~~from Bayer would be available to us on commercially acceptable terms. However~~, ~~in the future,~~ we may have to pay substantial damages, ~~possibly~~and/or ~~including treble damages, for infringement if it is ultimately determined that our products infringe a third party’s patents. Further, we may~~ be prohibited from selling our products ~~before we obtain a license, which, if available at all, may require us to pay substantial royalties~~. ~~Even~~* ~~if infringement claims against us are without merit, defending a lawsuit will take significant time, and may be expensive and divert management attention from other business concerns.~~

Our commercial success depends upon our ability to develop, manufacture, market and sell our products and use our proprietary technologies without infringing the proprietary rights of others. Companies in our industry typically receive a higher than average number of claims and threatened claims of infringement of intellectual property rights. Numerous U.S. and foreign issued patents and pending patent applications owned by others exist in the fields in which we are selling and/or developing or expect to sell and/or develop products. We may be exposed to future litigation by third parties based on claims that our products, technologies or activities infringe the intellectual property rights of others. Because patent applications can take many years to issue, there may be currently pending applications, unknown to us, which may later result in issued patents that our products or technologies may infringe. There also may be existing patents, of which we are not aware, that our products or technologies may inadvertently infringe. Further, there may be issued patents and pending patent applications in fields relevant to our business, of which we may become aware from time to time, that we believe we do not infringe or that we believe are invalid or relate to immaterial portions of our overall business. We will not be able to assure you that third parties holding any of these patents or patent applications will not assert infringement claims against us for damages or seeking to enjoin our activities. We will also not be able to assure you that, in the event of litigation, we will be able to successfully assert any belief we may have as to non-infringement, invalidity or immateriality, or that any infringement claims will be resolved in our favor. Third parties have from time to time threatened to assert infringement or other intellectual property claims against us based on our patents or other intellectual property rights or informed us that they believe we required one or more licenses in order to perform certain of our tests. For instance, we were informed in 2002 by Bayer Diagnostics (now a unit of Siemens AG), or Bayer, that it believed we require one or more licenses to patents controlled by Bayer in order to conduct certain of our current and planned operations and activities. We, in turn, believe that Bayer may require one or more licenses to patents controlled by us. Although we believe we do not need a license from Bayer for our HIV products, we held preliminary discussions with Bayer, prior to and in 2004, concerning the possibility of entering into a cross-licensing or other arrangement. However, in the future, we may have to pay substantial damages, possibly including treble damages; for infringement if it is ultimately determined that our products infringe a third party’s patents. Further, we may be prohibited from selling our products before we obtain a license, which, if available at all, may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending a lawsuit will take significant time, and may be expensive and divert management attention from other business concerns.

Our business operations and the operation of our clinical laboratory facility are subject to stringent regulations and if we are unable to comply with them, we may be prohibited from accepting patient samples or may incur additional expense to attain and maintain compliance, which would have an adverse impact on our revenue and profitability.

The operation of our clinical laboratory facilities is subject to a stringent level of regulation under the Clinical Laboratory Improvement Amendments of 1988. Laboratories must meet various requirements, including requirements relating to quality assurance, quality control and personnel standards. Our laboratories are also subject to regulations by the State of California and various other states. We have received accreditation by the College of American Pathologists and therefore are subject to their requirements and evaluation. Our failure to comply with applicable requirements could result in various penalties, including loss of certification or accreditation, and we may be prevented from conducting our business as we currently do or as we may wish to in the future.

If we do not comply with laws and regulations governing the confidentiality of medical information, we may lose the state licensure we need to operate our business, and may be subject to civil, criminal or other penalties. Compliance with such laws and regulations could be expensive.

The Department of Human Health and Services, or HHS, has issued final regulations under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, designed to improve the efficiency and effectiveness of the health care system by facilitating the electronic exchange of information in certain financial and administrative transactions, while protecting the privacy and security of the information exchanged. Three principal regulations have been issued:

•

privacy regulations;

•

security regulations; and

•

standards for electronic transactions, or transaction standards.

We have implemented the HIPAA privacy regulations. In addition, we implemented measures we believe will reasonably and appropriately meet the specifications of the security regulations and the transaction standards.

~~These~~34 standards are complex, and subject to differences in interpretation. We will not be able to guarantee that our compliance measures will meet the specifications for any of these regulations. In addition, certain types of information, including demographic information not usually provided to us by physicians, could be required by certain payors. As a result of inconsistent application of requirements by payors, or our inability to obtain billing information, we could face increased costs and complexity, a temporary disruption in receipts and ongoing reductions in reimbursements and net revenues. We cannot estimate the potential impact of payors implementing (or failing to implement) the HIPAA transaction standards on our cash flows and results of operations.

These standards are complex, and subject to differences in interpretation. We will not be able to guarantee that our compliance measures will meet the specifications for any of these regulations. In addition, certain types of information, including demographic information not usually provided to us by physicians, could be required by certain payers. As a result of inconsistent application of requirements by payers, or our inability to obtain billing information, we could face increased costs and complexity, a temporary disruption in receipts and ongoing reductions in reimbursements and net revenues. We cannot estimate the potential impact of payers implementing (or failing to implement) the HIPAA transaction standards on our cash flows and results of operations.

In addition to the HIPAA provisions described above, there are a number of state laws regarding the confidentiality of medical information, some of which apply to clinical laboratories. These laws vary widely, and new laws in this area are pending, but they most commonly restrict the use and disclosure of medical information without patient consent. Penalties for violation of these laws include sanctions against a laboratory’s state licensure, as well as civil and/or criminal penalties. Compliance with such rules could require us to spend substantial sums, which could negatively impact our profitability.

We may be unable to build brand loyalty because our trademarks and trade names may not be protected. We may not be able to build brand loyalty in the new markets that we are entering and may enter in the future.

Our registered or unregistered trademarks or trade names such as the names PhenoSense, PhenoSense GT, PhenoScreen, Integrase, GeneSeq, Trofile, HERmark and VeraTag may be challenged, canceled, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build brand loyalty. Brand recognition is critical to our short-term and long-term marketing strategies especially as we commercialize future enhancements to our products. In particular as we broaden our commercial focus from viral diseases to oncology and other serious diseases, we may not be able to establish any brand recognition and loyalty in oncology and other new markets that we may enter in the future.

Clinicians or patients using our products or services may sue us and our insurance may not sufficiently cover all claims brought against us, which would increase our expenses.

Clinicians, patients and others may at times seek damages from us if drugs are incorrectly prescribed for a patient based on testing errors or similar claims. Although we have obtained product liability insurance coverage of up to $6 million, and expect to continue to maintain product liability insurance coverage, we will not be able to guarantee that insurance will continue to be available to us on acceptable terms or that our coverage will be sufficient to protect us against all claims that may be brought against us. We may not be able to maintain our current coverage, or obtain new insurance coverage for our planned future testing services and products, such as planned testing service and kits for use in connection with the treatment of cancer patients, on acceptable terms with adequate coverage, or at reasonable costs. We may incur significant legal defense expenses in connection with a liability claim, even one without merit or for which we have coverage.

We may be subject to litigation, which would be time consuming and divert our resources and the attention of our management. *

ACLARA, with which we merged in December 2004, and certain of its former officers and directors, referred to together as the ACLARA defendants, are named as defendants in a securities class action lawsuit filed in the United States District Court for the Southern District of New York. This action, which was filed on November 13, 2001, and is now captioned ACLARA BioSciences, Inc. Initial Public Offering Securities Litigation, also names several of the underwriters involved in ACLARA’s initial public offering, or IPO, as defendants. This class action is brought on behalf of a purported class of purchasers of ACLARA common stock from the time of ACLARA’s March 20, 2000 IPO through December 6, 2000. The central allegation in this action is that the underwriters in the ACLARA IPO solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased ACLARA stock in the IPO and the after-market., ~~The~~and ~~complaint also alleges~~ that the ACLARA defendants violated the federal securities laws by failing to disclose in the IPO prospectus that the underwriters had engaged in these allegedly undisclosed arrangements. More than 300 issuers who went public between 1998 and 2000 have been named in similar lawsuits. In ~~July~~February ~~2002~~2003, anafter ~~omnibus~~the ~~motion~~issuer ~~to dismiss all complaints against issuers and individual~~ defendants ~~affiliated with issuers~~ (including the ACLARA defendants) ~~was~~ filed byan ~~the entire group of issuer defendants in these similar actions. On February 19, 2003, the Court in this action issued its decision on the defendants’~~ omnibus motion to dismiss., ~~This~~the ~~decision~~court dismissed the Section 10(b) claim as to ~~ACLARA~~the Company, but denied the motion to dismiss the Section 11 claim as to the ~~ACLARA~~Company and virtually all of the other ~~defendants. On June 26, 2003, the plaintiffs in the consolidated class action lawsuits announced a proposed settlement with ACLARA and the other~~ issuer defendants. The proposed settlement, which was approved by ACLARA’s board of directors, provides that the insurers of all settling issuers will guarantee that the plaintiffs recover $1 billion from non-~~settling~~ defendants~~, including the investment banks who acted as underwriters in those offerings~~. In the event that the plaintiffs do not recover $1 billion, the insurers for the settling issuers will make up the difference. Under the proposed settlement, the maximum amount that could be charged to ACLARA’s insurance policy in the event that the plaintiffs recovered nothing from the investment banks would be approximately $3.9 million. We believe that ACLARA had sufficient insurance coverage to cover the maximum amount that we may be responsible for under the proposed settlement. On August 31, 2005, the Court granted unconditional preliminary approval of the proposed settlement. On April 24, 2006, the District Court held a fairness hearing to determine whether the proposed settlement should be approved. The District Court did not reach an opinion on this issue, because on December 5, 2006, the United States Court of Appeals for the 2nd Circuit issued a decision in re: Initial Public Offering Securities Litigation (Docket No. 05-3349-cv), reversing the District Court’s finding that six focus cases

38On June 26, 2003, the plaintiffs in the consolidated class action lawsuits announced a proposed settlement with ACLARA and the other issuer defendants. This proposed settlement was terminated on June 25, 2007, following the ruling by the United States Court of Appeals for the 2nd Circuit on December 5, 2006, reversing the District Court’s granting of class certification in the six focus cases currently being litigated in this proceeding. The proposed settlement, which had been approved by ACLARA’s board of directors, provided that the insurers of all settling issuers would guarantee that the plaintiffs recover $1 billion from non-settling defendants. Under the proposed settlement, the maximum amount that could have been charged to ACLARA’s insurance policy in the event that the plaintiffs recovered nothing from the investment banks would have been approximately $3.9 million. We believe that ACLARA had sufficient insurance coverage to cover the maximum amount that we may be responsible for under the proposed settlement.

~~involved~~On inAugust 14, ~~this~~2007, ~~litigation~~Plaintiffs ~~could~~filed beAmended ~~certified~~Master asAllegations. ~~class~~On ~~actions.~~September 27, 2007, the Plaintiffs filed a ~~petition~~renewed Motion for ~~rehearing~~Class ~~and/or~~Certification. ~~for~~Defendants enfiled ~~banc~~a ~~review~~Motion ofto Dismiss the ~~Second Circuit’s~~focus ~~decision~~cases on November 9, ~~and~~2007. ~~the~~On ~~District~~March 26, ~~Court~~2008, ~~indicated~~the ~~that~~Court itruled ~~would~~on ~~not~~the ~~make~~Motion ~~any~~to ~~decision~~Dismiss, ~~regarding~~holding that the ~~proposed~~plaintiffs ~~settlement~~had ~~until~~adequately pleaded ~~the~~their ~~Second~~Section 10(b) ~~Circuit~~claims ~~had~~against ~~decided~~both ~~whether~~the toIssuer ~~consider~~Defendants aand ~~rehearing~~the Underwriter Defendants. OnAs ~~April~~to the Section 6,11 ~~2007~~claim, the ~~Second~~Court ~~Circuit~~dismissed ~~denied~~ the claims brought by those plaintiffs’ ~~petition~~who sold their securities for ~~rehearing,~~a ~~but~~price ~~allowed~~in excess of the ~~plaintiffs~~initial tooffering ~~request~~price, ~~that~~on the ~~district~~grounds ~~court~~that ~~certify~~they acould ~~more~~not ~~limited~~show ~~class. On~~cognizable ~~April 23~~damages, ~~2007,~~and ~~plaintiffs~~by ~~requested~~those 30who ~~days~~purchased tooutside ~~report~~the topreviously certified class period, on the ~~District~~grounds ~~Court~~that those claims were time barred. This ruling, while not binding on the ~~how~~ACLARA ~~they~~IPO ~~wish~~case, does provide strong guidance to ~~proceed~~ ~~regarding~~all ~~class~~of ~~certification~~the parties involved in this litigation.

~~The~~Due ~~District Court indicated that a new class definition was a priority for the issuers’ proposed settlement agreement, and met on May 30, 2007,~~ to ~~discuss this as well as other issues. During~~ the ~~May 30,~~inherent ~~2007~~uncertainties ~~conference,~~of litigation ~~the plaintiffs orally moved for revised class certification~~ and ~~stated~~assignment ~~that they will seek mixed class and merits discovery in advance~~ of ~~their~~claims ~~opening~~against ~~brief on class certification. The plaintiffs also indicated that they may seek discovery from issuers in cases other than~~ the ~~six~~underwriters ~~focus~~and ~~cases.~~because ~~On June 25, 2007, the parties submitted~~ a ~~stipulation~~final ~~to terminate~~settlement ~~the~~has ~~settlement,~~not ~~which~~yet ~~was~~been ~~granted~~approved by ~~Court Order. On June 26, 2007, plaintiffs served a document request on all issuer defendants. On June 27, 2007,~~ the ~~Court~~District ~~held a conference with counsel for all three groups in the case. The parties agreed that the plaintiffs had until July 31, 2007, to file any Amended Complaints. In addition, the~~ Court ~~set the following briefing schedule for class certification: opening briefs due by September 27~~, ~~2007, responses due by December 21, 2007, and reply briefs due by February 15, 2008. Finally,~~ the ~~plaintiffs~~ultimate ~~had~~outcome ~~until July 11, 2007, to respond to the underwriters’ motion, joined by the issuers, regarding the statute~~ of ~~limitations. Subsequently,~~ the ~~parties~~ ~~agreed~~matter tocannot ~~limit~~be ~~discovery to the six class certification focus cases, which does not include ACLARA~~predicted. All parties have reserved all of their rights with respect to any production of documents in all other cases, merits focus cases and non-focus cases. On July 31, 2007, the plaintiffs requested, and the Court granted, an extension to August 14, 2007, for filing any Amended Complaints. On August 14, 2007, Plaintiffs filed Amended Master Allegations. On September 27, 2007, the Plaintiffs filed a Motion for Class Certification. Responses are due by December 21, 2007, and Plaintiffs’ reply briefs are due by February 15, 2008.

~~Due~~The Company may be subject to other claims or litigation. In the ~~inherent~~past, ~~uncertainties~~the ofCompany ~~litigation~~has ~~and~~received ~~assignment~~demand ofletters ~~claims~~threatening ~~against~~possible ~~the~~legal ~~underwriters,~~action. ~~and~~We cannot ~~because~~be ~~the~~certain ~~settlement~~whether ~~has~~litigation will or will not ~~yet~~be ~~been~~filed. ~~finally approved~~Due byto the ~~District~~inherent ~~Court,~~uncertainties ~~the~~of ~~ultimate~~litigation the outcome of ~~the~~any ~~matter~~such potential action cannot be predicted.

Our operating results may fluctuate from quarter to quarter, making it likely that, in some future quarter or quarters, we will fail to meet estimates of operating results or financial performance, causing our stock price to fall. *

If revenue declines in a quarter, our losses will likely increase or our earnings will likely decline because many of our expenses are relatively fixed. Though our revenues may fluctuate significantly as we continue to build the market for our products, expenses such as research and development, sales and marketing and general and administrative are not affected directly by variations in revenue. The cost of our product revenue could also fluctuate significantly due to variations in the demand for our products and the relatively fixed costs to produce them. We may also experience operational difficulties in our clinical laboratory with interruption of test completion, which could adversely affect revenues. In addition, we could experience significant fluctuations in our consolidated statement of operations for stock-based compensation and fair value adjustments to our 0% Notes and Pfizer Note. We will not be able to accurately predict how volatile our future operating results will be because our past and present operating results, which reflect moderate sales activity, are not indicative of what we might expect in the future. Additionally, our revenues may fluctuate due to the timing of clinical trials utilizing our assays. As a result, it will be very difficult for us to forecast our revenues accurately and it is likely that in some ~~future~~ future quarter or quarters, our operating results will be below the expectations of securities analysts or investors. In this event, the market price of our common stock may fall abruptly and significantly. Because our revenue and operating results will be difficult to predict, period-to-period comparisons of our results of operations may not be a good indication of our future performance.

InWe ~~the event~~may ~~that~~lose wesome ~~need~~or toall ~~raise~~of ~~additional~~the ~~capital,~~value ~~our~~of ~~stockholders~~some ~~could~~of ~~experience substantial additional dilution. If such financing is not available on commercially reasonable terms, we may have to significantly curtail~~ our ~~operations~~marketable ~~or sell significant assets and may be unable to continue as a going concern~~securities.

We ~~anticipate~~engage ~~that~~one ~~our~~or ~~capital~~more ~~resources,~~third ~~together~~parties ~~with~~to ~~funds~~manage ~~from~~some ~~the~~of ~~sale~~our ofcash ~~our~~consistent ~~products,~~with ~~contract~~an ~~and~~investment ~~license~~policy ~~revenue~~that ~~and~~allows ~~borrowing~~a ~~under~~range ~~equipment~~of investments and ~~accounts~~maturities. ~~receivable~~The ~~financing~~investments ~~arrangements,~~are ~~will~~intended ~~enable us~~ to ~~maintain~~preserve ~~our~~principal ~~current~~while ~~research~~providing ~~and~~liquidity ~~development,~~adequate ~~marketing, production and general administrative activities related~~ to ~~HIV~~meet ~~drug~~projected ~~resistance~~cash ~~in the United States, together with the development and initial commercialization of the VeraTag technology, at least for the next twelve months~~requirements. ~~The~~Risks ~~commercialization~~ of ~~the~~principal ~~VeraTag~~loss ~~technology~~are isintended ~~expected~~ to ~~include~~be ~~the~~minimized ~~development~~through ofdiversified ashort ~~testing service~~ and ~~possibly~~medium ~~test~~term ~~kits~~investments ~~for~~of ~~use~~high inquality, ~~connection~~but ~~with~~ the ~~treatment~~investments ofare ~~cancer patients. However~~not, wein ~~may~~every ~~need~~case, ~~additional~~guaranteed ~~funding~~or tofully ~~accomplish these goals~~insured. ToIn ~~the~~light ~~extent~~of ~~operating~~recent ~~and~~changes ~~capital resources~~in ~~are~~the ~~insufficient~~credit ~~to meet our obligations~~market, ~~including~~some ~~lease~~high ~~payments~~quality ~~and~~short-term ~~future requirements~~investment securities, wesimilar ~~will have~~ to ~~raise additional funds to continue~~ the ~~development,~~types ~~commercialization~~of ~~and~~securities ~~expansion~~that ofwe ~~our~~invest ~~technologies~~in, ~~including~~have ~~the VeraTag~~suffered ~~technology~~illiquidity ~~and~~or ~~products~~events ~~based~~of ~~on that technology~~default. ~~Our~~From ~~inability~~time to ~~raise capital would seriously harm our business and product development efforts. In addition~~time, we may ~~choose~~suffer tolosses ~~raise~~on ~~additional~~our ~~capital~~marketable ~~due~~securities, towhich ~~market~~could ~~conditions~~have ~~or strategic~~a ~~considerations~~material ~~even~~adverse ifimpact weon ~~believe~~our weoperations. ~~have~~Due to ~~sufficient~~current ~~funds~~market ~~for~~conditions, our ~~current~~cash oravailable ~~future~~for ~~operating~~investing ~~plans.~~has ~~However,~~been weplaced ~~cannot guarantee that additional financing,~~ in ~~any~~money ~~form,~~market ~~will~~accounts beas ~~available~~of ~~at all~~March 31, ~~or on terms acceptable to us~~2009. ~~If we sell equity or convertible debt~~

securities to raise additional funds, our existing stockholders may incur substantial dilution and any shares so issued will likely have rights, preferences and privileges superior to the rights, preferences and privileges of our outstanding common stock. In the event financing is not available in the time frame required, we could be forced to reduce our operating expenses, curtail sales and marketing activities, reschedule research and development projects or delay, scale back or eliminate some or all of our activities. Further, we might be required to sell certain of our assets or obtain funds through arrangements with third parties that require us to relinquish rights to certain of our technologies or products that we would seek to develop or commercialize on our own. These actions, while necessary for the continuance of operations during a time of cash constraints and a shortage of working capital, could make it difficult or impossible to implement our long-term business plans or could affect our ability to continue as a going concern.

If a natural disaster strikes our clinical laboratory facilities and we are unable to receive and or process our customers’ samples for a substantial amount of time, we would lose revenue.

We rely on a single clinical laboratory facility to process patient samples for our tests, which are received via delivery service or mail, and have no alternative facilities. We will also use this facility for conducting other tests we develop, including VeraTag assays, and even if we move into different or additional facilities they will likely be in close proximity to our current clinical laboratory. Our clinical laboratories and some pieces of processing equipment are difficult to replace and could require substantial replacement lead-time. Our facilities may be affected by natural disasters such as earthquakes and floods. Earthquakes are of particular significance because our facilities are located in the San Francisco Bay Area, an earthquake-prone area, and we do not have insurance against earthquake loss. Our insurance coverage, if any, may not be adequate to cover total losses incurred in a natural disaster. However, even if covered by insurance, in the event our clinical laboratory facilities or equipment is affected by natural disasters, we would be unable to process patient samples and meet customer demands or sales projections. If our patient sample processing operations were curtailed or ceased, we would not be able to perform tests, which would reduce our revenues, and may cause us to lose the trust of our customers or market share.

We use hazardous chemicals and biological materials in our business, and any claims relating to any alleged improper handling, storage, use or disposal of these materials could adversely harm our business.

Our research and development and manufacturing processes involve the use of hazardous materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We will not be able to eliminate the risk of accidental contamination or discharge and any resultant injury from these materials. Federal, state and local laws and regulations govern the use, manufacture, storage, handling and disposal of these materials. We do not maintain insurance coverage for damage caused by accidental release of hazardous chemicals, or exposure of individuals to hazardous chemicals off of our premises. We could be subject to damages in the event of an improper or unauthorized release of, or exposure of individuals to, hazardous materials. In addition, claimants may sue us for injury or contamination that results from our use, or the use by third parties, of these materials, and our liability under a claim of this nature may exceed our total assets. Compliance with environmental laws and regulations is expensive, and current or future environmental regulations may impair our research, development or production efforts.

Concentration of ownership among some of our stockholders may prevent other stockholders from influencing significant corporate decisions. *

As of ~~September~~ March 3031, ~~2007~~2009, approximately 4251% of our common stock is beneficially held by our directors, our executive officers, and greater than five percent stockholders. Consequently, a small number of our stockholders may be able to substantially influence our management and affairs. If acting together, they would be able to influence most matters requiring the approval by our stockholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets and any other significant corporate transaction. The concentration of ownership may also delay or prevent a change in control of Monogram Biosciences at a premium price if these stockholders oppose it.

If our stockholders or convertible note holders sell substantial amounts of our common stock, the market price of our common stock may fall. *

If our stockholders or convertible note holders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, or conversion of our outstanding convertible debt, the market price of our common stock may fall. As of ~~September~~March 3031, ~~2007~~2009, we had outstanding options under our employee stock options plan to purchase 20approximately 4.8 million shares of our common stock, which represents ~~approximately 16~~21% of our common stock outstanding on ~~September~~March 3031, ~~2007~~2009, at a weighted-average price of $210.3159 per share. Our outstanding convertible notes are convertible at the option of the holders into shares of our common stock. We registered both the shares of common stock issuable upon conversion of the 0% Notes and the shares issuable upon conversion of the Pfizer Note. Accordingly, so long as these registration statements are effective, the common ~~stock~~ stock issued upon conversion of the 0% Notes and the Pfizer Note will be freely tradable in the public markets without restriction. The conversion of these notes into common stock could result in the issuance of a substantial number of shares and substantial dilution to our stockholders. Sales of substantial amounts of our common stock, including hedging activities by our convertible note holders, or the perception that such sales could occur, whether currently outstanding, or issued as the result of option exercises or conversion of convertible debt, might also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Sales of a substantial number of shares could occur at any time. This may decrease the price of our common stock and may impair our ability to raise capital in the future.

these notes into common stock could result in the issuance of a substantial number of shares and substantial dilution to our stockholders. Sales of substantial amounts of our common stock, including hedging activities by our convertible note holders, or the perception that such sales could occur, whether currently outstanding, or issued as the result of option exercises or conversion of convertible debt, might also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Sales of a substantial number of shares could occur at any time. This may decrease the price of our common stock and may impair our ability to raise capital in the future.

Provisions of our charter documents and Delaware law may make it difficult for our stockholders to replace our management and may inhibit a takeover, either of which could limit the price investors might be willing to pay in the future for our common stock.

Provisions in our certificate of incorporation and bylaws may make it difficult for our stockholders to replace or remove our management, and may delay or prevent an acquisition or merger in which we are not the surviving company. In particular:

•

Our board of directors is classified into three classes, with only one of the three classes elected each year, so that it would take at least two years to replace a majority of our directors;

•

Our bylaws contain advance notice provisions that limit the business that may be brought at an annual meeting and place procedural restrictions on the ability to nominate directors; and

•

Our common stockholders are not permitted to call special meetings or act by written consent.

Because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions could discourage changes of our management and acquisitions or other changes in our control and otherwise limit the price that investors might be willing to pay in the future for our common stock.

We could adopt a stockholder rights plan, commonly referred to as a “poison pill,” at any time without seeking the approval of our stockholders. Stockholder rights plans can act through a variety of mechanisms, but typically would allow our board of directors to declare a dividend distribution of preferred share purchase rights on outstanding shares of our common stock. Each such share purchase right would entitle our stockholders to buy a newly created series of preferred stock in the event that the purchase rights ~~become exercisable. The rights would typically become exercisable if a person or group acquires over a~~ predetermined portion of our common stock or announces a tender offer for more than a predetermined portion of our common stock. Under such a stockholder rights plan, if we were acquired in a merger or other business combination transaction which had not been approved by our board of directors, each right would entitle its holder to purchase, at the right’s then-current exercise price, a number of the acquiring company’s common shares at a price that is preferential to the holder of the right. If adopted by the our board of directors, a stockholder rights plan may have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of us.

~~Our~~37 ~~stock price may be volatile, and our common stock could decline in value.~~

become exercisable. The rights would typically become exercisable if a person or group acquires over a predetermined portion of our common stock or announces a tender offer for more than a predetermined portion of our common stock. Under such a stockholder rights plan, if we were acquired in a merger or other business combination transaction which had not been approved by our board of directors, each right would entitle its holder to purchase, at the right’s then-current exercise price, a number of the acquiring company’s common shares at a price that is preferential to the holder of the right. If adopted by the our board of directors, a stockholder rights plan may have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of us.

Our stock price may be volatile, and our common stock could decline in value or may be delisted from the NASDAQ Global Market. *

The market prices for securities of biotechnology companies in general have been highly volatile and may continue to be highly volatile in the future. Our stock price has fluctuated widely during the last few years from a low closing price of $1.64 per share in December 2008 to a high of $26.10 per share in January 2004. The following factors, in addition to other risk factors described in this section, may have a significant negative impact on the market price of our common stock:

•

period-to-period fluctuations in financial results;

• ~~financing~~actions ~~activities~~by the company (including investor’s perceptions) related to potential future needs to finance operations and repay or restructure our convertible debt;

•

hedging activities by holders of our convertible notes;

•

litigation;

•

delays in product introduction, launches or enhancements, including delays in completing the development of the VeraTag technology and products based on that technology;

•

announcements of technological innovations or new commercial products by our competitors;

•

results from clinical studies;

•

adverse developments in the clinical trials of drugs under development by our pharmaceutical company customers;

• adverse clinical or regulatory developments related to drugs, such as Pfizer’s ~~maraviroc~~Selzentry, for which our tests are used in patient selection or monitoring;

•

developments concerning proprietary rights, including patents;

•

publicity regarding actual or potential clinical results relating to products under development by our competitors or our own products or products under development;

•

regulatory developments in the United States and foreign countries;

• changes in ~~payor~~payer reimbursement policies or developments related to the potential reimbursement of new products such as Trofile;

•

limitations on the ability to recognize revenue from complex collaborations; and

•

economic and other external factors or other disaster or crisis.

A low or volatile stock price may negatively impact our ability to raise capital and to attract and maintain key employees. Additionally, in order for our common stock to continue to be quoted on the NASDAQ Global Market, or NASDAQ, we must satisfy various listing maintenance standards established by the NASDAQ, including, among other things, requirements that our stock price consistently trades at or above $1.00 per share and that the total market value of our common stock exceed $50,000,000. We have had and may continue to have periods when our stock has not traded at, or the market value of our common stock has been below, the levels required by NASDAQ rules.

If we were to be delisted from the NASDAQ and move to an alternative market, which may be less efficient and less broad-based, we may have difficulty accessing capital markets for additional funding, and our stockholders may experience reduced liquidity. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities. In addition, if at any time we are not listed on the NASDAQ, or approved for trading and/or eligible for quotation on an established automated over-the-counter trading market in the United States, including the OTC Bulletin Board, our outstanding convertible notes are subject to repurchase, which could have a severe adverse affect to our financial position.

Unstable market conditions may have serious adverse consequences on our business.

The recent economic downturn and market instability has made the business climate more volatile and more costly. Our general business strategy may be adversely affected by unpredictable and unstable market conditions. If the current equity and credit markets deteriorate further, or do not improve, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. While we believe we have adequate capital resources to meet current working capital and capital expenditure requirements, a radical economic downturn or increase in our expenses could require additional financing on less than attractive rates or on terms that are excessively dilutive to existing stockholders. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon clinical development plans or plans to acquire additional technology.

There is a risk that one or more of our current service providers, manufacturers and other partners may encounter difficulties during challenging economic times, which would directly affect our ability to attain our operating goals on schedule and on budget.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

~~None~~The following sets forth the number of shares of our common issued in the third quarter of 2008. For these issuances, we relied on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) as they did not involve any public offering:

On January 1, 2009, we issued 91,483 shares of our common stock to Pfizer Inc representing an interest payment of approximately $0.2 million under the 3.0% Senior Secured Convertible Note due May 19, 2010, as amended and restated January 12, 2007.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders

~~The Annual Meeting of Shareholders of the Company was held on September 19, 2007~~None. ~~The Matters voted upon and the related voting results were as follows:~~

1. Three Class I directors were elected to our board to hold office until the 2010 Annual Meeting of Stockholders, or until their successors are elected and qualified. The nominees and the voting for each were as follows:

William Jenkins:
	For	107,893,835
	Withheld	2,947,473
John D. Mendlein:
	For	108,000,802
	Withheld	2,840,506
William D. Young:
	For	109,372,662
	Withheld	1,468,646

The following directors’ terms of office continued after the Annual Meeting of Shareholders on September 19, 2007:

Thomas R. Baruch

Edmon R. Jennings

Cristina H. Kepner

David H. Persing

2. Stockholders approved a series of alternative amendments to our Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Board of Directors, a reverse stock split of our common stock whereby each outstanding 3, 4, 5, or 6 shares would be combined, converted and changed into one share of common stock, and a reduction in the authorized number of shares of our common stock from 200,000,000 to 170,000,000, 127,000,000, 102,000,000 or 84,000,000, respectively, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments as permitted under Section 242(c) of the Delaware General Corporation Law, to be determined by the Board of Directors prior to the our 2008 Annual Meeting of Stockholders.

For		70,006,717
Against		3,659,465
Abstain		241,687
Broker non-votes		36,933,441

3. The amendment to our 2004 Equity Incentive Plan to increase the aggregate number of shares of common stock for issuance under the plan by 5,000,000 shares and, if we effect a reverse stock split, then by an additional 8,000.000 shares, for an aggregate increase of 13,000,000 shares (all such numbers being stated on a pre-reverse split basis) was approved.

For		56,277,079
Against		15,699,877
Abstain		1,930,913
Broker non-votes		36,933,441

4. The appointment of PricewaterhouseCooopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2007, was ratified.

For		109,154,262
Against		1,537,374
Abstain		149,673

Item 5.

Other Information

None.

Item 6.

Exhibits

ExhibitFootnote	ExhibitNumber
(2)	3.1	Amended and Restated Certificate of Incorporation, filed July 17, 2000.
(1)	2.1	Agreement and Plan of Merger and Reorganization, dated as of May 28, 2004, by and among ViroLogic, Inc., Apollo Acquisition Sub, Inc., Apollo Merger Subsidiary, LLC and ACLARA BioSciences, Inc.
(2)	32.~~1.1~~2	~~Certificate~~Amendment ofNo. ~~Amendment~~1 to ~~Amended~~Agreement and ~~Restated~~Plan ~~Certificate~~of Merger and Reorganization, dated as of ~~Incorporation~~October 18, ~~filed~~2004, ~~February~~by 4and among ViroLogic, ~~2003~~Inc., Apollo Acquisition Sub, Inc., Apollo Merger Subsidiary, LLC and ACLARA BioSciences, Inc.
(3)	3.1.2	~~Certificate of Amendment to~~ Amended and Restated Certificate of Incorporation, filed ~~December~~July 1017, ~~2004~~2000.
(4)	3.1.3	Certificate of Ownership and Merger, filed September 6, 2005.
(3)	3.1.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed February 4, 2003.
(2)	3.2	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed June 29, 2001.
(4)	3.1.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed December 10, 2004.
(2)	3.2.1	Certificate of Correction to Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed July 23, 2001.
(5)	3.1.3	Certificate of Ownership and Merger, filed September 6, 2005.
(2)	3.3	Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, filed March 22, 2002.
(6)	3.1.4	Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed November 3, 2008.
(2)	3.4	Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed November 15, 2002.
(3)	3.2	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed June 29, 2001.
(2)	3.4.1	Certificate of Amendment to Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed February 4, 2003.
(3)	3.2.1	Certificate of Correction to Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed July 23, 2001.
(1)	3.5	Bylaws, as currently in effect.
(3)	3.3	Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, filed March 22, 2002.
(3)	3.4	Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed November 15, 2002.
(3)	3.4.1	Certificate of Amendment to Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed February 4, 2003.
(7)	3.5	Amended and Restated Bylaws.
	4.1	Reference is made to Exhibits 3.1 through 3.5.
(4)	4.2	Specimen Stock Certificate.
(6)	4.2	Specimen Stock Certificate.
(3)	4.3	Contingent Value Rights Agreement, dated December 10, 2004, by and between ViroLogic, Inc., and U.S. Bank National Association as trustee.
(4)	4.3	Contingent Value Rights Agreement, dated December 10, 2004, by and between ViroLogic, Inc., and U.S. Bank National Association as trustee.
(8)	4.4	Form of Indenture by and between Monogram Biosciences, Inc. and U.S. Bank National Association, as trustee.
(9)	4.5	Form of (Common) Stock Purchase Warrant issued to holders of Series A Redeemable Convertible Preferred Stock.
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934.
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934.
	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) or Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934.

43(1) Filed as an exhibit to our Current Report on Form 8-K filed on June 1, 2004 and incorporated herein by reference.

(2)	Filed as an exhibit to our Current Report on Form 8-K filed on October 19, 2004 and incorporated herein by reference.

(3)	Filed as an exhibit to our Registration Statement on Form S-3 (No. 333-102995) filed on February 5, 2003 and incorporated herein by reference.

(4)	Filed as an exhibit to our Current Report on Form 8-K filed on December 10, 2004 and incorporated herein by reference.

(5)	Filed as an exhibit to our Current Report on Form 8-K filed on September 8, 2005 and incorporated herein by reference.

(6)	Filed as an exhibit to our Current Report on Form 8-K filed on November 4, 2008 and incorporated herein by reference.

(7)	Filed as an exhibit to our Current Report on Form 8-K on December 10, 2007 and incorporated herein by reference.

†(8) ~~Indicates~~Filed ~~management~~as ~~contract~~an orexhibit ~~compensatory~~to ~~plan~~our orCurrent ~~arrangement~~Report on Form 8-K filed on January 12, 2007 and incorporated herein by reference.

(19) Filed as an exhibit to our ~~Quarterly~~Current Report on Form 108-QK ~~for~~filed ~~the~~on ~~quarter ended~~ March 3126, ~~2001,~~2002 and incorporated herein by reference.

~~(2)~~41 ~~Filed as an exhibit to our Registration Statement on Form S-3 (No. 333-102995) and incorporated herein by reference.~~

(3) Filed as an exhibit to our Current Report on Form 8-K filed on December 10, 2004, and incorporated herein by reference.

(4) Filed as an exhibit to our Current Report on Form 8-K filed on September 8, 2005, and incorporated herein by reference.

MONOGRAM BIOSCIENCES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, County of San Mateo, State of California, on ~~November~~May 76, ~~2007~~2009.


Monogram Biosciences, Inc.

By:		/s/ William D. Young
		William D. Young
		Chief Executive Officer
		(On Behalf of the Registrant)

		/s/ Alfred G. Merriweather
		Alfred G. Merriweather
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

4542

MONOGRAM BIOSCIENCES, INC.

EXHIBIT INDEX

ExhibitFootnote	~~Exhibit Number~~ExhibitNumber
(2)	3.1	Amended and Restated Certificate of Incorporation, filed July 17, 2000.
(1)	2.1	Agreement and Plan of Merger and Reorganization, dated as of May 28, 2004, by and among ViroLogic, Inc., Apollo Acquisition Sub, Inc., Apollo Merger Subsidiary, LLC and ACLARA BioSciences, Inc.
(2)	32.~~1.1~~2	~~Certificate~~Amendment ofNo. ~~Amendment~~1 to ~~Amended~~Agreement and ~~Restated~~Plan ~~Certificate~~of Merger and Reorganization, dated as of ~~Incorporation~~October 18, ~~filed~~2004, ~~February~~by 4and among ViroLogic, ~~2003~~Inc., Apollo Acquisition Sub, Inc., Apollo Merger Subsidiary, LLC and ACLARA BioSciences, Inc.
(3)	3.1.2	~~Certificate of Amendment to~~ Amended and Restated Certificate of Incorporation, filed ~~December~~July 1017, ~~2004~~2000.
(4)	3.1.3	Certificate of Ownership and Merger, filed September 6, 2005.
(3)	3.1.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed February 4, 2003.
(2)	3.2	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed June 29, 2001.
(4)	3.1.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed December 10, 2004.
(2)	3.2.1	Certificate of Correction to Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed July 23, 2001.
(5)	3.1.3	Certificate of Ownership and Merger, filed September 6, 2005.
(2)	3.3	Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, filed March 22, 2002.
(6)	3.1.4	Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed November 3, 2008.
(2)	3.4	Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed November 15, 2002.
(3)	3.2	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed June 29, 2001.
(2)	3.4.1	Certificate of Amendment to Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed February 4, 2003.
(3)	3.2.1	Certificate of Correction to Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed July 23, 2001.
(1)	3.5	Bylaws, as currently in effect.
(3)	3.3	Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, filed March 22, 2002.
(3)	3.4	Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed November 15, 2002.
(3)	3.4.1	Certificate of Amendment to Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, filed February 4, 2003.
(7)	3.5	Amended and Restated Bylaws.
	4.1	Reference is made to Exhibits 3.1 through 3.5.
(4)	4.2	Specimen Stock Certificate.
(6)	4.2	Specimen Stock Certificate.
(3)	4.3	Contingent Value Rights Agreement, dated December 10, 2004, by and between ViroLogic, Inc., and U.S. Bank National Association as trustee.
(4)	4.3	Contingent Value Rights Agreement, dated December 10, 2004, by and between ViroLogic, Inc., and U.S. Bank National Association as trustee.
	†10.4	Amended and Restated Employment Agreement by and between Monogram Biosciences, Inc. and William D. Young, dated September 20, 2007.
(8)	4.4	Form of Indenture by and between Monogram Biosciences, Inc. and U.S. Bank National Association, as trustee.
	†10.8	Form of Executive Severance Benefits Agreement.
(9)	4.5	Form of (Common) Stock Purchase Warrant issued to holders of Series A Redeemable Convertible Preferred Stock.
	†10.24	Monogram Biosciences, Inc. 2004 Equity Incentive Plan.
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934.
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934.
	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) or Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934.

†(1) ~~Indicates~~Filed ~~management~~as ~~contract~~an orexhibit ~~compensatory~~to ~~plan~~our orCurrent ~~arrangement~~Report on Form 8-K filed on June 1, 2004 and incorporated herein by reference.

(12) Filed as an exhibit to our ~~Quarterly~~Current Report on Form 108-QK ~~for~~filed ~~the~~on ~~quarter~~October ~~ended March 31~~19, ~~2001~~2004 and incorporated herein by reference.

(23) Filed as an exhibit to our Registration Statement on Form S-3 (No. 333-102995) filed on February 5, 2003 and incorporated herein by reference.

(34) Filed as an exhibit to our Current Report on Form 8-K filed on December 10, 2004 and incorporated herein by reference.

(45) Filed as an exhibit to our Current Report on Form 8-K filed on September 8, 2005 and incorporated herein by reference.

4643

(6)	Filed as an exhibit to our Current Report on Form 8-K filed on November 4, 2008 and incorporated herein by reference.

(7)	Filed as an exhibit to our Current Report on Form 8-K on December 10, 2007 and incorporated herein by reference.

(8)	Filed as an exhibit to our Current Report on Form 8-K filed on January 12, 2007 and incorporated herein by reference.

(9)	Filed as an exhibit to our Current Report on Form 8-K filed on March 26, 2002 and incorporated herein by reference.

Amended and Restated Employment Agreement by and between Monogram Biosciences, Inc. and William D. Young, dated September 20, 2007.

Form of Executive Severance Benefits Agreement.

Monogram Biosciences, Inc. 2004 Equity Incentive Plan.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) or Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934.

Filing Compare · Monogram Biosciences, Inc.