Celera CORP Form 10-KT Filed 2009-03-25

SECURITIES AND EXCHANGE COMMISSION

FORM 10-KT Transition report pursuant to Rule 13a-10 or 15d-10

Filing Date: 2009-03-25 | Period of Report: 2008-12-27 SEC Accession No. 0001193125-09-063099

(HTML Version on secdatabase.com)

FILER Celera CORP Mailing Address Business Address 1401 HARBOR BAY 1401 HARBOR BAY CIK:1428156| IRS No.: 262028576 | State of Incorp.:DE | Fiscal Year End: 0630 PARKWAY PARKWAY Type: 10-KT | Act: 34 | File No.: 001-34116 | Film No.: 09704683 ALAMEDA CA 94502 ALAMEDA CA 94502 SIC: 8731 Commercial physical & biological research 510-749-4200

Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 10-KT

¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JULY 1, 2008 TO DECEMBER 27, 2008 COMMISSION FILE NUMBER: 001-34116 Celera Corporation (Exact name of registrant as specified in its charter)

Delaware 26-2028576 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.)

1401 Harbor Bay Parkway Alameda, CA 94502 (Address of principal executive offices, with zip code) (510) 749-4200 (Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on Which Title of Each Class Registered Common Stock, $.01 par value The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d), of the Act. Yes ¨ No x 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 the filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KT or any amendment to this Form 10-KT. ¨

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x As of June 30, 2008, our common stock was not listed on any exchange or over-the-counter market. Our common stock began trading on The NASDAQ Stock Market on July 1, 2008. Number of shares of common stock outstanding as of March 1, 2009: 81,817,855 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be used by the Company in connection with its 2009 Annual Meeting of Stockholders and to be filed with the Securities and Exchange Commission within 120 days of the close of the fiscal year are incorporated by reference into Part III of this Transition Report on Form 10-KT.

Page PART I Item 1. Business 4 History 4 Fiscal Year Change 4 Business Overview 4 Technical Background 5 Lab Services Business 6 Products Business 11 Corporate Business 14 Research 18 Governmental Regulation of Diagnostic Products and Testing Services 19 Raw Materials 22 Patents and Other Intellectual Property 23 Financial Information About Industry Segments 24 Environmental Matters 25 Employees 25 Item 1A. Risk Factors 26 Item 1B. Unresolved Staff Comments 50 Item 2. Properties 50 Item 3. Legal Proceedings 51 Item 4. Submission of Matters to a Vote of Security Holders 51

PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6. Selected Financial Data 55 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 57 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 77 Item 8. Financial Statements and Supplementary Data 77 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 77 Item 9A(T). Controls and Procedures 77 Item 9B. Other Information 78

PART III Item 10. Directors, Executive Officers and Corporate Governance 79 Item 11. Executive Compensation 79 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 79 Item 13. Certain Relationships and Related Transactions, and Director Independence 79 Item 14. Principal Accountant Fees and Services 79

PART IV Item 15. Exhibits and Financial Statement Schedules 80

SIGNATURES 130

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Transition Report on Form 10-KT contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and development efforts. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Transition Report on Form 10-KT, the words may, might, should, estimate, project, plan, anticipate, expect, intend, outlook, believe and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified in Part I, Item 1A Risk Factors in this Transition Report. Reference is also made to such risks and uncertainties detailed from time to time in our other filings with the Securities and Exchange Commission (SEC). We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I ITEM 1. BUSINESS History Prior to July 1, 2008, we operated as a reporting unit of Applied Biosystems, Inc. (Applied Biosystems), formerly known as Applera Corporation (Applera), and not as a stand-alone company. Applied Biosystems established the following two classes of common stock, sometimes referred to as tracking stocks, which were intended to reflect separately the relative performance of Applied Biosystems two businesses: Applied Biosystems Group common stock that was intended to reflect the relative performance of the Applied Biosystems Group; and Celera Group common stock that was intended to reflect the relative performance of the Celera Group.

On July 1, 2008, Applied Biosystems separated the Celera Group reporting unit from Applied Biosystems remaining businesses by means of a redemption of each outstanding share of Celera Group common stock in exchange for one share of common stock of Celera Corporation, a newly formed Delaware corporation. Upon the separation, we held all of the businesses, assets and liabilities attributed to the Celera Group and became an independent, publicly-traded company. Our common stock began trading on The NASDAQ Stock Market on July 1, 2008 under the symbol CRA.

In November 2008, Applied Biosystems merged with Invitrogen Corporation to form a new company, Life Technologies Corporation (Life Technologies). The contractual and commercial relationships we had with Applied Biosystems are now held with Life Technologies as successor to Applied Biosystems, referred to in this Form 10-KT as Applied Biosystems (now Life Technologies).

References to the Company, Celera, we, us and our refer to the Celera Group for all periods prior to the completion of the split-off and to Celera Corporation and its direct and indirect subsidiaries for all periods following completion of the split-off, in each case, unless the context otherwise requires.

Fiscal Year Change In July 2008, our Board of Directors approved a change of the Companys fiscal year from a June 30 fiscal year end to a 52 or 53 week fiscal year generally ending on the last Saturday in December. This Form 10-KT is a Transition Report for the six month transition period ended December 27, 2008.

Business Overview We are a diagnostics business that delivers personalized disease management through a combination of products and services incorporating proprietary discoveries. We are organized into three reporting segments, a clinical laboratory testing service business (Lab Services), a products business (Products), and a segment that includes other activities under corporate management (Corporate). Our Lab Services business, conducted through Berkeley HeartLab, Inc. (BHL), offers a broad portfolio of clinical laboratory tests and disease management services designed to help healthcare providers improve cardiovascular disease treatment regimens for patients. Our Products business develops, manufactures, and oversees the commercialization of molecular diagnostic products, most of which are commercialized through distribution and royalty agreements with Abbott Molecular (Abbott), a subsidiary of Abbott Laboratories. Our Corporate segment includes revenues from royalties, licenses, funded collaborations and milestones related to the licensing of certain intellectual property and from our former small molecule and proteomic programs.

Since we commenced operations in the year ended June 30, 1996, we have evolved from a business focused on the discovery and distribution of genomic information based on our work in sequencing the human genome to a diagnostics business focused on personalized disease management.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We are conducting research to make discoveries to support the development of proprietary new products and services in our Lab Services and Products businesses and as a basis for external collaborations or licensing arrangements. We have conducted large-scale disease association studies for multiple disease conditions, including liver disease, autoimmunity, Alzheimers disease and cancer, but most of our discovery and development efforts are currently focused on cardiovascular disease and metabolic disorders.

Our proteomics research has studied differences in proteins found in patients with cancer. While the findings of our genetic and proteomic studies can be used for both therapeutic and diagnostic purposes, currently our discovery work is being pursued internally solely for the purpose of developing new diagnostic products and services and supporting collaborations. Findings with therapeutic implications are being pursued externally primarily by our collaborators.

Between April 2001 and December 2005, Applied Biosystems (now Life Technologies) and Celera operated a diagnostics business known as Celera Diagnostics, which was focused on the discovery, development, and commercialization of molecular diagnostic products and the identification of novel gene/disease associations. Celera Diagnostics was a 50/50 joint venture between Applied Biosystems (now Life Technologies) and Celera. Effective January 1, 2006, we acquired Applied Biosystems (now Life Technologies) 50 percent interest in the joint venture such that we now own 100 percent of Celera Diagnostics.

In October 2007, we acquired all of the outstanding capital stock of BHL for approximately $193 million in cash, including transaction costs. BHL is a cardiovascular healthcare company that offers clinical laboratory testing services that characterize and monitor cardiovascular risk and disease management services. BHL is focused primarily on serving the secondary prevention market, that is, those patients who have been diagnosed with cardiovascular disease or lipid or metabolic disorders.

Also in October 2007, we acquired substantially all of the assets of Atria Genetics Inc. (Atria) for approximately $33 million in cash, including transaction costs. Atria has a line of human leukocyte antigen (HLA) molecular diagnostic testing products that are used for identifying potential donors in the matching process for bone marrow transplantation.

Technical Background Genetics and Proteomics DNA molecules consist of chemical subunits, called nucleotides, bound in two long strands. A nucleotide is made up of a sugar molecule, a phosphate group, and one of four bases adenine, cytosine, guanine, or thymine often abbreviated with their first letters A, C, G, and T. In a DNA molecule, the nucleotides in the two strands are bound together in pairs to form a structure that resembles a twisted ladder or double helix. The bound pairs of nucleotides that form the rungs of the ladder are called base pairs.

Genes are segments of these DNA molecules that carry specific information necessary to perform particular biological functions, such as instructions for making proteins. Currently, scientists believe humans have approximately 21,000 genes. Genes may contain from several dozen to tens of thousands of nucleotides. The entire collection of DNA in humans, called the human genome, contains approximately 3.1 billion base pairs, approximately 2 to 3 million of which vary between two individuals. Single differences in base pairs between individuals are called single nucleotide polymorphisms, or SNPs.

Gene expression is the process by which proteins are made from the instructions encoded in DNA. Proteins are molecules composed of one or more chains of amino acids. Proteins are required for the structure, function, and regulation of the bodys cells, tissues, and organs; and each protein has unique functions.

Genetics is the study of heredity and how differences in DNA relate to individual characteristics, while proteomics is the study of the set of proteins encoded by a genome. Disease association studies are research

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents studies that compare SNPs, base insertions, base deletions, gene copy numbers, gene expression profiles, and/or proteins from biological samples obtained from people with specific known characteristics or medical conditions with samples from people without those characteristics or medical conditions. Studies for predicting treatment response are research studies that compare SNPs, base insertions, base deletions, gene copy numbers, gene expression profiles, and/or proteins from biological samples obtained from people who responded positively to a specific form of treatment with samples from people who did not respond or responded negligibly to the same treatment or who suffered toxic side effects from the treatment. Once a genetic or proteomic difference has been identified for a specific characteristic or disease or treatment response, the study is repeated, or replicated, in additional samples to confirm the initial findings. The findings are then studied using biological samples from the general population to understand how they occur in different groups in the population and to assess their potential utility for use in new diagnostic test procedures. Some findings from disease association studies and studies of treatment response may have applicability in the development of new drugs or therapeutic agents.

Molecular Diagnostics Molecular diagnostics involves providing testing products and/or testing services to detect genetic differences between individuals relating to predisposition for disease, prediction of the rate of disease progression, optimization or selection of therapies to prevent or treat disease, and the detection, characterization and quantification of the genetic makeup of microorganisms that cause disease. Molecular diagnostic tests require highly sensitive and specific molecular testing methods. All of the products that we currently manufacture are considered molecular diagnostic products. BHL also offers molecular diagnostic testing services through its clinical laboratory.

Lipoprotein Measurement and Cardiovascular Disease Lipoproteins are molecules containing both a lipid, or fat soluble component, and a protein. Low-density lipoprotein, or LDL, and high-density lipoprotein, or HDL, particles are present in all individuals and are distinguished by differences in size and density. Subclasses of LDL and HDL differ in their effects on the development of, or protection from, atherosclerosis, or hardening of the arteries, and risk associated with cardiovascular disease. Healthcare providers order testing of blood samples on patients with lipid or metabolic disorders or with cardiovascular disease to determine the distribution of particle size and density for both HDL and LDL as a means of characterizing the patients relative risk for primary or recurrent cardiovascular disease and to develop personalized treatment regimens and monitor the patients progress in reducing this risk. BHL offers clinical laboratory testing services that quantify five subclasses of HDL and seven subclasses of LDL particles.

Personalized Disease Management Personalized disease management involves the use of diagnostic testing procedures and other means to assess an individuals risk for a disease or to characterize a disease in order to recommend individualized lifestyle and therapy choices to mitigate disease development or progression, and to monitor their effectiveness.

Lab Services Business BHL is focused on improving the treatment of individuals who have had cardiovascular events or who have been diagnosed as having cardiovascular disease or lipid or metabolic disorders. BHL provides: clinical laboratory testing services that characterize and monitor cardiovascular disease risk; and personalized treatment and ongoing therapeutic compliance education.

BHL uses various proprietary and non-proprietary tests which enable a healthcare provider to establish a baseline assessment of cardiovascular disease status for each patient. This baseline assessment enables the treating healthcare provider to recommend a treatment plan for their patients. BHL testing services also help to monitor therapeutic response and disease progression relative to the initial baseline assessment, allowing healthcare providers to refine their recommended treatment programs to facilitate patient compliance and improve clinical outcomes.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents BHLs clinical laboratory testing business is regulated by the Centers for Medicare and Medicaid Services (CMS) through the Clinical Laboratory Improvements Amendments of 1988, or CLIA. The two dominant competitors to BHL in the general laboratory market are Laboratory Corporation of America, or LabCorp, and Quest Diagnostics Incorporated, or Quest. BHLs two main competitors in the lipid subclass analysis market, LipoScience, Inc. and Atherotech, Inc., provide their subclass analysis testing services directly to physicians as well as through distribution channels such as LabCorp and Quest.

BHL Testing Services BHL has a CLIA-certified laboratory that provides a broad portfolio of testing services focused on the secondary prevention market. BHL conducts clinical laboratory testing services in a 40,000 square foot laboratory located in Alameda, California. Healthcare providers, clinical laboratories and specimen collection stations collect and send to our laboratory for testing most of the clinical laboratory specimens used in our clinical laboratory testing service business. A specimen collection station is a facility licensed for the purpose of having a phlebotomist, who is a BHL employee or contractor, collect blood specimens. Healthcare providers may refer patients to BHLs specimen collection stations for specimen collection or collect the blood in their facilities. Blood specimens are then sent to BHLs clinical laboratory for testing.

BHL has an exclusive license from the Regents of the University of California through the Ernest Orlando Lawrence Berkeley National Laboratory for a patent related to segmented gradient gel electrophoresis determination of LDL subclasses. Other companies offer clinical testing services using a traditional lipid panel test, cholesterol tests or advanced cholesterol tests (tests that measure the number of lipoprotein particles in a persons blood) and generally target the primary care/lipid screening market. However, these tests are generally not considered competitive with BHLs testing services because (1) they do not provide the level of discrimination and quantification of lipid subclasses for both LDL and HDL that is provided by BHLs segmented gradient gel electrophoresis testing and (2) healthcare providers are able to use our clinical laboratory tests to monitor therapeutic response and disease progression in their patients over time.

Principal Testing Services Most of BHLs testing services incorporate the use of in vitro, meaning outside of the living body, diagnostic (IVD) test products ® ® cleared or approved by the U.S. Food and Drug Administration (FDA). However, BHLs LDL-S3GGE , HDL-S10GGE , ApoE and KIF6 tests, described below, are based on internally-developed and validated laboratory-developed tests that are not required to be FDA cleared or approved. BHL is authorized under CLIA to perform high-complexity testing. These laboratory-developed high-complexity tests may incorporate components that are manufactured by our Products business.

BHL offers 37 individual clinical laboratory tests. The tests were selected because of their ability to characterize and monitor cardiovascular disease or lipid or metabolic disorders. The following four tests are unique to BHL as part of its proprietary cardiovascular disease management offerings:

® LDL-S3GGE Test. LDL-S3GGE is a BHL proprietary test that measures LDL size as a subclass distribution divided across seven regions (four small and three large) and characterizes the amount of LDL distributed in these regions. This allows for the measurement of LDL subgroup particle size and percent distribution in each region. This separation can also measure defined clinical classifications (i.e., small LDL trait and large LDL trait). There is a threefold increased cardiovascular disease risk associated with the small LDL trait.

® HDL-S10GGE Test. HDL-S10GGE is a BHL proprietary test that measures HDL size as a subclass distribution divided across five HDL regions and characterizes the amount of HDL distributed in these regions. The subclasses are defined as HDL2a, HDL2b, HDL3a, HDL3b, and HDL3c. Low levels of HDL2b are correlated with a two to threefold increased cardiovascular disease risk and have been shown to predict progression of coronary atherosclerosis (the progressive accumulation of cholesterol, calcium, immune cells, and clotted blood vessels) and disease severity.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Apolipoprotein E Genotypes (ApoE) Test. ApoE plays an important role in lipoprotein metabolism. ApoE is one of the most common genes thought to affect LDL cholesterol levels and cholesterol metabolism. There are three ApoE isoforms E2, E3, and E4. Individuals with the E2 or E4 isoforms have been found to have an increased risk for heart disease. In addition, BHLs ApoE test helps to determine a patients responsiveness to therapeutic elements such as dietary fat levels, environmental factors such as alcohol or nutritional supplements, and medication. We obtain reagents for our ApoE genetic test from a third party supplier that is currently not able to provide us with new reagents that comply with applicable FDA guidelines. We currently have access to sufficient quantities of reagents to last until the expiration of the suppliers contract in May 2009. We have identified alternative reagents for which we are completing the validation process. If we are unable to successfully implement this new version of ApoE testing, our ApoE test revenue will be impacted.

Kinesin-Like Protein 6 (KIF6) Test. BHL commenced full commercialization in July 2008 of a new blood-based, molecular laboratory developed test to detect a variant in a gene called Kinesin-Like Protein 6, or KIF6. Research conducted by Celera and our collaborators has shown that approximately 60% of the studied populations have this gene variant and that individuals with the KIF6 variant have up to a 55% increased risk of having a cardiovascular event, such as a heart attack. Studies have also demonstrated that in carriers of the risk variant, the incremental cardiovascular risk can be substantially and significantly reduced by statin therapy (drugs that are available by prescription from a physician). In addition to its blood-based KIF6 testing service, BHL has developed a cheek (or buccal) swab version of the test and initiated commercialization activities in February 2009 to support order requests from physicians for this test. BHL markets this test as StatinCheck (KIF6 genotyping) test.

BHL also provides the following clinical laboratory tests:

Apolipoprotein A1 Hepatic Function Panel Apolipoprotein B (panel tests listed below) C-Reactive Protein (high sensitivity) (CRP-HS) Alanine Aminotransferase (ALT) Creatine Kinase Albumin Fibrinogen (mass) Alkaline Phosphatase Hemoglobin A1c Aspartate Aminotransferase (AST) Homocysteine Bilirubin (total) Insulin Bilirubin (direct) LDL-Cholesterol (direct) Total Protein Lipoprotein (a) Lipid Panel

Lp-PLA2 (panel tests listed below) NT-proBNP Triglycerides Thyroid Stimulating Hormone (TSH) Cholesterol (total) Uric Acid HDL-Cholesterol Renal Function Panel (panel tests listed below) Albumin Blood Urine Nitrogen (BUN) Calcium Carbon Dioxide Chloride Creatinine Glucose Phosphorus Potassium Sodium

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Each of the clinical laboratory tests included as a part of an organ or disease oriented panel may be ordered as an individual test.

BHLs Disease Management Services and Patient Compliance BHL facilitates cardiovascular disease risk management and patient compliance through a series of programs and services available with its testing services. These services involve home, office and field based clinical educators working with BHL patients to develop individualized patient disease management programs based on treatment regimens prescribed by the patients healthcare provider and results from the patients BHL tests. BHLs disease management programs involve individually-tailored education programs for nutrition, exercise, stress reduction, and medication compliance designed to help reduce patients risk from cardiovascular disease or lipid or metabolic disorders. We believe clinical education helps patients understand their specific risk factors characterized by the BHL clinical laboratory testing and how medication compliance and lifestyle changes can lessen their individual cardiovascular disease risk profile. Patients who receive BHL testing services are provided access to BHLs personalized disease management services for a limited period of time following the date of the test.

BHL Sales and Marketing General. BHL has a direct sales organization focused on expanding its base of healthcare providers who use BHL clinical laboratory testing services through both direct field sales for acquiring new accounts and telesales to expand presence in existing accounts. As of December 27, 2008, BHL had approximately 176 personnel in the field, including 38 sales personnel, in select high potential markets in the United States. Our largest concentration of sales personnel is in the Southeast and Texas, although we receive specimens from healthcare providers across the country.

In calendar year 2008, BHL received referrals from over 4,700 healthcare providers, processed samples from over 263,000 patients (both new and recurring), and performed over 2.4 million tests. BHLs top 150 referral sources represented 53% of its total sample volume in calendar year 2008. These clients are predominantly concentrated in ten states, representing areas with some of the highest incidence of cardiovascular disease in the United States. We believe the potential market for BHLs testing services and disease management programs has barely been penetrated. As of December 27, 2008, approximately 609,000 unique patients had received BHL testing services. This compares to an estimated 80.0 million American adults with cardiovascular disease, including 16.8 million with coronary heart disease, according to the American Heart Association.

In 2007, BHL entered into a License and Distribution Agreement with Berkeley Heart Europe AS, a Norwegian company, or BHE. Under this agreement, BHE has the right to commercialize certain BHL cardiovascular characterization, monitoring and disease management offerings to the primary and secondary cardiovascular disease prevention markets in Europe, including Russia.

4myheart Centers. To deliver disease management services to patients who have had BHL clinical laboratory testing services, BHL has developed the 4myheart Center concept. The goal of 4myheart Centers is to create a dedicated environment in which BHLs patients will be motivated to work toward reducing their cardiovascular disease risk. At a minimum, each 4myheart Center houses a clinical educator. Clinical educators work with BHL patients to develop individualized education based on treatment regimens prescribed by the patients healthcare provider and results from the patients BHL tests. A 4myheart Center might also include a receptionist or a phlebotomist (an individual who draws blood samples from patients). 4myheart Centers vary in size, from around 800 square feet to 3,500 square feet, depending on the local market need and perceived opportunity.

BHL has placed 4myheart Centers in selected communities in the United States. As of December 27, 2008, BHL had 24 4myheart Centers operating or under development. These centers are located in Alabama (4), Arkansas (1), California (3), Florida (3), Georgia (2), New Jersey (1), North Carolina (2), South Carolina (1), Tennessee (2), and Texas (5).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Reimbursement Our revenues are highly dependent on our clinical laboratory tests being approved for reimbursement by Medicare, as well as private insurance companies and managed care organizations, commonly referred to, collectively, as third-party payors. There can be no assurance that third-party payors will approve for reimbursement or continue to reimburse any of our clinical laboratory tests or the use of diagnostic products sold by us in the future.

BHL accepts assignment for Medicare patients as payment in full on covered tests. Reimbursement from third-party insurance companies varies widely, even from a single payor in a given geographic area and population. Insurance companies often follow the lead of Medicare in determining whether a clinical laboratory test is covered and reimbursable. Reimbursement rates are generally higher for non-government payors.

For the six months ended December 27, 2008, revenues from Medicare patients represented approximately 40% of the total BHL patient test service revenues.

A large portion of BHLs clinical laboratory testing business is currently reimbursed by non-governmental third-party payors on an out-of-network, non-participating basis. This means that BHL does not have contracted reimbursement rates with these companies. In order to contain medical expenses, many of these companies have requested that BHL become an in-network, participating provider of clinical laboratory testing services. BHLs past practice was to be an out-of-network provider. By becoming an in-network, participating provider, BHL has the advantage of providing its clinical laboratory testing services to more beneficiaries of the insurance company or managed care organization that has established the network. However, in-network, participating reimbursement rates tend to be substantially lower than those reimbursement rates currently being received by BHL for its testing services and there is no assurance that BHLs tests will be allowed by any particular third party payors coverage determination policies. Therefore, joining these networks could reduce BHLs net revenues.

We expect BHL to bring additional business under contract with third-party insurance payors in 2009. While we expect these contracts to result in price reductions and impact BHLs revenue growth rate in the short-term, moving under contract with third-party payors should allow BHL to increase its test volumes and operate more efficiently with respect to billing and collections. We believe that market factors, many of which are beyond BHLs control, will influence its decision as to whether or not and when BHL will become an in-network, participating provider for any given non-governmental third-party payor. BHL evaluates requests from non- governmental third party payors from time to time on a case-by-case basis. Each evaluation consists of analyzing a number of factors, including the reimbursement rates offered to in-network providers compared to those offered to out-of-network providers, patient access levels to in-network providers compared to patient access levels for out-of-network providers, and general market conditions.

Competition with our Lab Services Business BHLs clinical laboratory testing services, and its associated disease monitoring, management, and educational services compete primarily with existing, but less discriminating, diagnostic, detection and monitoring technologies and disease management service companies. In particular, many clinical reference laboratories, including LabCorp, Quest, Sonic Healthcare Limited, Mayo Medical Laboratories, and other regional laboratory companies offer clinical laboratory testing services using a traditional lipid panel test which is simpler to perform and less expensive than BHLs more extensive and proprietary lipid fractionation and related cardiovascular biomarker tests. Lipid panel tests are widely accepted as an adequate test for assessing and managing risk of cardiovascular disease. We believe that BHLs lipid fractionation and related cardiovascular biomarker tests are superior to traditional lipid panel tests because traditional lipid panel tests do not provide the level of discrimination and quantification of lipid subclasses for both LDL and HDL that is provided by BHLs segmented gradient gel electrophoresis testing, nor are they available with BHLs disease management offerings.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We believe BHL is a leading provider of lipoprotein subclass analyses. Also, other companies, including Atherotech, Inc., Agilent Technologies, Inc. and LipoScience, Inc., currently provide alternative methods for lipoprotein subclass analysis using different technologies than BHLs testing services. In addition, companies including Healthways, Inc. and LifeMasters Supported SelfCare, Inc., and internal efforts by some healthcare payors, such as United Healthcare, compete with BHLs disease monitoring and management and lifestyle modification offerings. Many of BHLs actual or potential competitors may have longer operating histories, better name recognition and greater financial, technical, sales, marketing, and distribution capabilities than BHL has. These competitors also may have more experience in research and development, regulatory matters, and manufacturing. Many of these companies, particularly those selling the traditional lipid panel test, offer tests or services that have been approved for third-party reimbursement. BHLs current or potential competitors may use, or develop in the future, technologies that are superior to, or more effective than, BHLs, which could make BHLs tests noncompetitive or obsolete. We seek to expand BHLs service offerings to provide greater characterization of risk and associated therapeutic response. We also seek to distinguish BHLs services by supplementing clinical laboratory testing services with additional disease monitoring, management, and educational services that include patient education programs with respect to nutrition, exercise, stress reduction, and medication compliance.

Products Business Through our products business unit, we develop and manufacture molecular diagnostic products that facilitate disease detection, prediction of disease predisposition, monitoring of disease progression and disease severity, and determination of patient responsiveness to treatments. These products include IVD test kits, which may be labeled for use in diagnosing specific diseases or other conditions, as well as products referred to as analyte specific reagents, or ASRs, which may be used by appropriately-licensed clinical laboratories in the U.S. for clinical laboratory testing after they independently establish the performance characteristics of the reagents but which may not be labeled by us for use in diagnosing any specific disease or condition. We also provide various general purpose reagents and some reagents that are used for research purposes.

While the sale of IVD test kits requires clearance or approval by the FDA and may require similar regulatory clearances or approvals in other countries, ASRs are a class of products defined by the agencys regulations which may be sold without regulatory review in the U.S. However, ASRs must be manufactured and marketed in compliance with the requirements of the agencys Quality System Regulation, including Good Manufacturing Practices, and must be sold in compliance with FDA regulations regarding their labeling, sale, distribution, and use. These FDA regulations are intended to ensure, among other things, that purchasers are aware that the utility and performance characteristics of these ASR products have not been established. Because ASRs are not subject to FDA clearance or approval, we believe they can generally be commercialized sooner than diagnostic test kits. However, the regulatory restrictions on the marketing, distribution, and sale of ASRs, and on customer use of these products, would likely affect their marketing and distribution and market acceptance. In September 2007, the FDA issued a guidance document that further defines limitations on the commercialization of ASRs. We believe our current ASRs for Factor V, Factor II , methylenetetrahydrofolate reductase (MTHFR) and FMR-1 are in compliance with the FDA guidance for ASR products, and have received enforcement discretion for marketing our HLA ASR products while preparing for a FDA submission. For a discussion of the regulation of our products business, see this section under the heading Governmental Regulation of Diagnostic Products and Testing Services Regulation of Diagnostic Products.

We believe that many of the purchasers of our diagnostic products that perform clinical laboratory testing services face pressure to become in-network, participating providers with third-party payors. Should these purchasers become in-network, participating providers, if they are not already, the reduced reimbursement rates received by these purchasers from third-party payors may cause them to seek lower pricing for our diagnostic products.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Relationship with Abbott In June 2002, we entered into a long-term strategic alliance agreement with Abbott, a global health care company, to discover, develop, and commercialize molecular diagnostic products for disease detection, prediction of disease predisposition, disease progression monitoring, and therapy selection. The agreement required that we work exclusively with Abbott to develop and commercialize selected molecular diagnostic products. Our alliance with Abbott was primarily a profit-sharing arrangement, under which the parties shared equally in the costs of separate research and development activities under the alliance, and then shared equally in any profits or losses resulting from the marketing and sales of alliance products whether developed by us or Abbott.

In December 2008, we terminated our strategic alliance with Abbott, effective October 1, 2008. Under the terms of a new distribution agreement, Abbott is now the exclusive distributor for a specified group of our diagnostic products. Under the terms of a new royalty agreement, we receive royalties on the sale by Abbott of m2000 reagents, instruments, service and related consumables, and Abbott receives royalties on the sale of certain Celera genetic tests.

We currently manufacture five product categories that are sold through the distribution agreement with Abbott: our ViroSeq HIV-1 Genotyping System; products that are used for the detection of mutations in the CFTR gene, which cause cystic fibrosis; ASRs for the detection of mutations in the FMR-1 gene, which cause Fragile X Syndrome; ASRs for the detection of mutations in genes known to be involved in deep vein thrombosis; and ASRs for the sequencing of the HLA class I and class II loci.

Revenues from our relationship with Abbott represented 25% of our total revenue for the six months ended December 27, 2008.

The description of our ASR and other reagent products below is for general information purposes only, and in particular, the description of the potential uses of these products is not intended to constitute a claim regarding the performance or analytical characteristics of these products that would be restricted under applicable laws and regulations.

Products Sold Under the Abbott Distribution Agreement ViroSeq HIV-1 Genotyping System. The genome of the human immunodeficiency virus, commonly known as HIV, undergoes mutations in an infected patient, especially in response to anti-viral drug treatment. Some of the mutations have been shown to render the virus resistant to the action of some drugs, thereby diminishing the effectiveness of the treatment. Therefore, the detection of mutations in HIV that correlate with drug resistance provides useful information to healthcare providers in personalizing disease management by monitoring the course of treatment and selecting the most effective regimen for each individual HIV-infected patient.

Our ViroSeq HIV-1 Genotyping System was developed as an aid to healthcare providers in monitoring and treating HIV-1 infection. HIV-1 is the most prevalent strain of HIV. The testing system was designed to detect specific mutations in the HIV-1 genome that correlate with drug resistance from a human blood sample. The product includes reagents for identifying key mutations of the HIV-1 genome designed for use on an Applied Biosystems (now Life Technologies) automated DNA sequencing instrument in conjunction with our ViroSeq HIV-1 Genotyping System Software. The ViroSeq HIV-1 Genotyping System can be used to test for resistance to up to 20 drugs used to treat HIV-1 infected patients.

We have received 510(k) clearance from the FDA authorizing the marketing of the ViroSeq HIV-1 Genotyping System for use on four Applied Biosystems (now Life Technologies) genetic analysis instruments in the U.S. and have received CE mark registration of the system authorizing the marketing of the system in the European Union, or EU, and other countries that recognize the CE mark for use on two Applied Biosystems (now Life Technologies) genetic analysis instruments.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Cystic Fibrosis Products. Cystic fibrosis is an inherited genetic disorder that affects children and young adults. It is caused by a number of mutations in the cystic fibrosis transmembrane conductance regulator, or CFTR, gene. The American College of Obstetricians and Gynecologists currently recommends that couples planning a pregnancy or seeking prenatal care be screened for cystic fibrosis gene mutations to help them make informed reproductive decisions. In 2007, we received FDA clearance to market an IVD version of the cystic fibrosis product. Since September 2008, we have manufactured for the U.S. market FDA cleared reagents, an instrument and software that can be used by clinical laboratories in the U.S. to identify mutations in the CFTR gene. Additionally, we have the CE mark and Canadian registration necessary for marketing these reagents as a diagnostic test kit in the EU and Canada, and other countries that recognize the CE mark.

Fragile X Syndrome Analyte Specific Reagents. We manufacture ASRs to detect variations of the size of a triplet repeat sequence in the promoter region of the FMR-1 gene located on the X chromosome, which is known to be involved in Fragile X Syndrome. This condition is the leading cause of inherited mental retardation in males. Appropriately licensed clinical laboratories in the U.S. can use these ASRs provided that they first independently establish the performance characteristics of any test they develop using the ASRs. These products incorporate our proprietary technology, and are believed to be the first commercially available ASRs in this disease area that are suitable for use by clinical laboratories. We collaborated with several major clinical reference laboratories in developing these ASRs. Where allowed outside the U.S., we also commercialize these reagents for use in laboratory developed tests.

Deep Vein Thrombosis Analyte Specific Reagents. Deep vein thrombosis is a disease that results from the formation of a blood clot, which is referred to as a thrombus in a deep vein. A deep vein is a particular type of vein usually located in the lower leg or the thigh. Large clots may interfere with blood circulation and impede normal blood flow. More importantly, these blood clots may break off and travel through the vein to distant major organs such as the brain, lungs, or heart, where they can cause severe damage and possibly death. Researchers have identified several mutations in three genes that can be used as genetic risk factors due to their association with increased risk for deep vein thrombosis. We manufacture ASRs to detect mutations in three genes, Factor V, Factor II and MTHFR, which are known to be involved in deep vein thrombosis. Appropriately licensed clinical laboratories in the U.S. can use these ASRs, provided that they first independently establish the performance characteristics of any test they develop using the ASRs.

Human Leukocyte Antigen (HLA) Sequencing-based Typing Products. In October 2007, we acquired substantially all of the assets of Atria Genetics Inc., a company based in South San Francisco, California. Atria manufactures ASRs and CE-marked products for defining high resolution human leukocyte antigens, or HLA, and which detect specific DNA sequences in several HLA genes that are known to be involved in transplantation rejection, and thus provide useful information about the likelihood of transplant rejection by a recipient. The HLA-typing products include CE-marked diagnostic test kits sold in the EU and ASRs sold in the U.S. Appropriately licensed clinical laboratories in the U.S. can use these ASRs, provided they first independently establish the performance characteristics of any test they develop using the ASRs. For more information about the regulation of these products, see below in this section under the heading Governmental Regulation of Diagnostic Products and Testing Services.

Other Products and Services In addition to the products described above, we perform contract manufacturing and technology development services for appropriately licensed clinical laboratories. These services are for the development and manufacture of reagents for use by the clinical laboratories in the performance of clinical testing services. Some of these contract manufacturing and technology development services fall outside of our agreements with Abbott.

In December, we launched the AlleleSEQR® Chimerism RUO product, which is capable of differentiating and quantitating mixed DNA samples such as those present in bone marrow transplant recipients.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Competition with our Products Business Our Products business competes with companies in the U.S. and abroad that are engaged in the development and commercialization of molecular diagnostic products. We believe that the market leader for these products is F. Hoffmann-La Roche, Ltd., followed by Gen-Probe Incorporated, and that Celera has approximately the same market share as the next four companies in this market Becton, Dickinson and Company, Qiagen N.V. (formerly Digene), Cepheid and Siemens Medical Solutions Diagnostics. There are also many smaller competitors that offer molecular diagnostic products and services.

These companies may develop products or services that are competitive with, and could be more effective and/or cost-effective than, the diagnostic products offered by us or our collaborators or licensees, such as ASRs or diagnostic test kits that perform the same or similar purposes as our or our collaborators or licensees diagnostic products. Also, clinical laboratories may offer testing services that are competitive with the diagnostic products sold by us or our collaborators or licensees. For example, a clinical laboratory can use either reagents purchased from manufacturers other than us, or their own internally developed reagents, to provide diagnostic testing services. In this manner, clinical laboratories could offer testing services for a particular disease as an alternative to purchasing diagnostic products sold by us or our collaborators or licensees for use in their testing of the same disease. The testing services offered by clinical laboratories may be easier and more cost-effective to develop and market than test kits developed by us or our collaborators or licensees because the testing services are not subject to the same clinical validation requirements that are applicable to the FDA cleared or approved diagnostic test kits.

The U.S. diagnostic testing services market is dominated by a small number of large clinical laboratories, including LabCorp and Quest. These laboratories purchase molecular diagnostic products and services from us and the other competitors noted above.

Corporate Business We have used our expertise in discovering gene-disease associations with diagnostic utility to collaborate with laboratories that develop tests based on our findings. We also have licensed Applied Biosystems (now Life Technologies) intellectual property to third parties for use in the diagnostic field. Under our agreement with Applied Biosystems (now Life Technologies), we will seek to license to various third parties specified intellectual property rights, the revenue from which will be shared equally between us and Applied Biosystems (now Life Technologies). Additionally, we have licensed and sold rights to our small molecule drug development programs and have established collaborations to develop cancer therapies based on our proteomics discoveries.

Clinical Laboratory Collaborations LabCorp. We granted a non-exclusive license to LabCorp, a provider of clinical laboratory testing services, for use of our intellectual property relating to gene expression patterns associated with (1) the presence of estrogen and progesterone receptors in cancer cells and (2) the risk for metastasis, which refers to the transmission of cancer cells from their original site to other sites within the body, in women with breast cancer. The license expires for each of these two technologies on the later of April 24, 2012 or one year after we have commercialized an FDA-registered product corresponding to the technology being commercialized by LabCorp. Termination of the license for use of one technology does not affect the license for the use of the other technology. Under this agreement, LabCorp has access to our breast cancer discoveries and is allowed to select from among those discoveries to develop and commercialize two molecular oncology tests for use in its laboratory testing services. In December 2007, LabCorp commenced the commercialization of these breast cancer tests based on our discoveries. LabCorp paid us a license fee, and is obligated to pay milestones and royalties based on the development and sales, if any, from the commercial use of the tests in the U.S. and Canada.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Specialty Labs (Quest). We granted a non-exclusive license to Specialty Laboratories, or Specialty Labs, a provider of clinical diagnostic testing services, for use of our intellectual property relating to genetic risk markers for liver cirrhosis. The non-exclusive license expires on June 21, 2009, but will automatically renew for successive one-year terms unless either party gives prior notice of termination. The license agreement allows Specialty Labs to select from among our genomics findings to develop and commercialize a genetic test that predicts risk of progression to liver cirrhosis in individuals infected with hepatitis C virus (HCV). Specialty Labs previously paid a license fee and is obligated to pay royalties on sales, if any, from commercial use of the test in the U.S. In October 2006, Specialty Labs announced the commercial launch of its HCV Liver Fibrosis GenotypR test, the first genomic test to predict progression to liver fibrosis and cirrhosis in HCV patients. The test uses seven single nucleotide polymorphisms, or SNPs, to rate the relative risk of progression to liver fibrosis and cirrhosis. Since we entered into this license, Specialty Labs has become part of Quest because of AmeriPath, Inc.s acquisition of Specialty Labs in January 2006, and then Quests acquisition of AmeriPath in May 2007.

Applied Biosystems (now Life Technologies) Intellectual Property Licenses Applied Biosystems (now Life Technologies) granted a non-exclusive patent license to Cepheid relating to real-time thermal cycler instruments for diagnostic and non-diagnostic uses. Under the terms of this license agreement, Cepheid paid Applied Biosystems (now Life Technologies) a license fee and is obligated to pay Applied Biosystems (now Life Technologies) ongoing royalties for the term of the agreement, which expires in 2012, in the mid to high teens on sales of its instruments incorporating Applied Biosystems (now Life Technologies) intellectual property based on the research, diagnostic or other field of use. Prior to the split-off, Applied Biosystems (now Life Technologies) attributed royalties payable by Cepheid under this license to either us or Applied Biosystems (now Life Technologies) based on whether the products generating the royalties were used in the diagnostic or non-diagnostic fields. Since the split-off, we have continued to receive all royalties payable under the license that relate to products used in the diagnostic field.

Applied Biosystems (now Life Technologies) also granted Beckman Coulter, Inc. (Beckman Coulter), non-exclusive licenses for diagnostic and research instruments under Applied Biosystems (now Life Technologies) patents covering nucleic acid sequencing and for diagnostic instruments under Applied Biosystems (now Life Technologies) patents covering real-time thermal cyclers. Under the terms of the license agreements, Beckman Coulter agreed to pay us $20 million, in equal installments over ten quarters, commencing in July 2006. We received the last quarterly installment payment owed to us under the license agreements in the fourth calendar quarter of 2008. The grant of these licenses to Beckman Coulter was part of a settlement of litigation between Applied Biosystems (now Life Technologies) and Beckman Coulter. Also, under the terms of the agreements, Beckman Coulter is obligated to pay ongoing royalties on products incorporating Applied Biosystems (now Life Technologies) intellectual property. Prior to the split-off, Applied Biosystems (now Life Technologies) attributed revenues payable by Beckman Coulter under these licenses to either us or Applied Biosystems (now Life Technologies) based on whether the products generating the royalties were used in the diagnostic or research fields. Since the split- off, we received the final quarterly installments of the $20 million for diagnostic rights and are entitled to receive all royalties payable under the license that relate to products used in the diagnostic field.

We granted Siemens a non-exclusive license under Applied Biosystems (now Life Technologies) patents covering nucleic acid sequencing and for real-time thermal cyclers and reagents for diagnostic use. Under the terms of the license agreement, Siemens agreed to pay us $24 million, in equal installments over ten quarters, commencing in July 2007, along with ongoing royalties on products incorporating the Applied Biosystems (now Life Technologies) intellectual property.

Cepheid, Beckman Coulter and Siemens make their license and royalty payments described above to Applied Biosystems (now Life Technologies) and Applied Biosystems (now Life Technologies) is then required to pay us our attributable share.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The term of each license described above is generally for the life of the last to expire patent covered by the license agreement. Generally, the term of each of these patents is 20 years from the date on which the application for the patent was first filed in the United States. For applications that were pending on and for those patents that were still in force on June 8, 1995, the term of each of these patents is either 17 years from the issue date or 20 years from the earliest claimed filing date, whichever is longer. Generally, the term of the obligation to make royalty payments under these agreements coincides with the term of the agreements.

Small Molecule Programs Transferred and Terminated Programs. During the year ended June 30, 2006, we discontinued our small molecule drug discovery and development programs. As a result of this decision, during the year ended June 30, 2006 we sold rights to several of these programs to other companies and terminated all other small molecule programs.

We sold three small molecule drug programs to Pharmacyclics, Inc. (Pharmacyclics). These are programs for the treatment of cancer and other diseases, which include programs that target histone deacetylase, or HDAC, selective HDAC enzymes, Factor VIIa, and B cell tyrosine kinases involved in immune function. The financial terms of the transaction included an upfront cash payment of $2.0 million and Pharmacyclics issuance to us of one million shares of its common stock. If these programs meet milestones specified in the sale agreement, as amended, they will generate future milestone payments to us of up to $104.0 million, or $97.3 million if certain conditions are met by Pharmacyclics. Milestone payments are first payable upon initiation of a Phase III clinical trial, if any. Subsequent milestone payments may be payable upon enrollment of the last subject in a Phase III clinical trial and regulatory approval in a geographic market for a first indication and, in certain geographic markets, for a second indication, if any. The final event for which milestone payments may be payable is for cumulative net sales in a geographic market of a specified amount as to one program. We may receive additional milestone payments should Pharmacyclics grant a license to a third party for a specified program. In addition, we will be entitled to royalty payments in the mid- to high single digits based on annual sales of any drugs commercialized from the three programs, if any. To date, we have not received any milestones or royalty payments related to these programs.

We also sold two pre-clinical drug development programs to a company that is advancing these programs. Under the sale agreements, we received upfront payments totaling $3.3 million and are entitled to receive future milestone payments based on development progress and royalty payments from the sale of drugs, if any, resulting from the programs. To date, we have not received any milestones or royalty payments related to these programs.

We have no direct control over the amount and timing of resources to be devoted to these programs. The programs may never meet the specified milestones or the programs may be terminated, and therefore may never generate milestone payments. Also, even if some milestones are met, there is no assurance that these programs will result in any product sales that would generate royalty payments to us.

Merck Cathepsin K Program. We have an agreement with Merck & Co., Inc. (Merck) under which Merck has a license to our intellectual property for the development of small molecule inhibitors of cathepsin K for the treatment of osteoporosis. This agreement was entered into by a predecessor of Axys Pharmaceuticals, Inc., which we acquired in November 2001. According to the National Osteoporosis Foundation, osteoporosis is a major risk factor for bone fractures and associated disability that affects over 10 million Americans, especially post-menopausal women. Under the agreement, we are entitled to receive future milestone payments based on development progress in amounts up to $14.0 million in the aggregate for each potential product under the agreement. We are also entitled to receive mid to mid-high single digit royalty payments from the sale of drugs, if any, resulting from the program. Milestone payments are first payable for each product upon validation. Subsequent milestone payments become payable upon acceptance for safety assessment, initiation of Phase I and Phase III trials, filing of an application with the FDA, and, finally, upon approval by the FDA. However, we do not control the development activities conducted by Merck. Merck may not successfully develop or commercialize any compounds covered by the agreement, may not obtain needed regulatory approvals, and we

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents may not receive any payments under this collaboration agreement. This drug development program entered Phase III clinical trials in September 2007 and Merck has disclosed its intent to file a New Drug Application in 2012. Since the date of the acquisition of Axys, we have received milestone payments of $3.0 million under this agreement.

Our agreements with Pharmacyclics and Merck will continue in effect for as long as any royalties are payable under the respective agreements. The obligation to pay royalties generally coincides with the life of the underlying patents. Each of Pharmacyclics and Merck is required to use commercially reasonable efforts to develop a therapeutic product and to pay us amounts due under the terms of the agreements, including milestone and/or royalty payments, promptly after the amounts become payable. These agreements generally are terminable upon an uncured material breach of the agreement by either party. In addition, Merck may terminate its collaboration agreement with us for any reason upon advance written notice, but would lose its license from us and would not be able to commercialize any product under the license.

Proteomics Collaborations In 2004, we entered into an agreement with Abbott to discover and develop therapeutic monoclonal antibodies based on our proteomics discoveries in cancer. If this work is successful and results in therapeutic antibodies that enter clinical trials and/or are commercialized, we will have the option to receive milestone payments and royalties or co-fund the program and share profits from it on commercialization. To date, we have not received any milestone or royalty payments under this agreement.

In April 2008, we entered into a two year exclusive license agreement with Merck providing Merck with access to up to ten cancer targets for the development of RNA interference-(RNAi) based therapeutics. These therapeutic targets are over-expressed on the surface of several different tumor cell types and were identified using our proteomics discovery platform.

Under the terms of the agreement, Merck has paid us a license fee for the exclusive access to the ten targets, and will pay us additional development and commercial milestones plus royalties on selected targets that it advances successfully. Merck also has the option to extend the exclusivity period or add additional targets. We have the rights to develop and commercialize related companion diagnostics, or theranostics, that are specific to certain therapeutic candidates arising from Mercks program.

Our rights and the rights of our collaborators to any therapeutic products, such as antibodies, developed under these collaborations, our obligations and the obligations of our collaborators to further develop and commercialize these therapeutic products, and corresponding economic arrangements vary under the different collaboration agreements. However, we generally do not control the amount and timing of resources to be devoted by our collaborators to activities under the collaboration agreements. These research and development programs may never result in any therapeutic product candidates or lead to any commercialized therapeutic products, and may not generate any revenue for us.

Our collaborators are generally required to use commercially reasonable efforts to develop a therapeutic product, and the term of each agreement with these collaborators continues for as long as any royalties are payable to us under the agreement. The obligation to pay royalties generally coincides with the life of the underlying patents. In addition, these agreements generally may be terminated upon the mutual consent of the parties or by either party upon an uncured material breach by the other party.

Other Collaborations We entered into a research collaboration agreement with Merck to identify and validate genetic markers for use in our development of diagnostic products and Mercks development of therapeutic products for selected cancers. Under this collaboration agreement, we agreed to share data and other intellectual property for use in our separate research and development efforts. This collaboration is initially focused on breast cancer.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We established another collaboration with Merck in September 2007 through which we are evaluating gene expression patterns identified by Merck to develop biomarkers and pharmacogenomic tests in cancer.

In November 2007, we established a collaboration with Societe de Conseils, de Recherche et dApplications Scientifiques SAS, a wholly owned subsidiary of Ipsen SA, to develop biomarker and pharmacogenomic tests for patients with growth failure.

In November 2008, we entered into a research collaboration with Abbott to identify genetic markers for one of Abbotts investigational compounds. A key aim of the collaboration is to investigate if genetic variants we have identified can predict how patients may respond to treatment.

Research We have a centralized research function to make discoveries for both our Products and Lab Services businesses. Each of these businesses has separate development functions; product development work is conducted in our Products business, and new service testing offerings are developed and validated in our Lab Services business.

Our ongoing research programs include the genetics and proteomics research programs and related activities described below. In conducting these activities, we use proprietary genomics and proteomics discovery platforms to develop DNA-based and potentially protein-based diagnostic products and to identify and validate novel diagnostic targets. Our new products and services are expected to originate from three sources: internal research and development programs, external collaborative efforts or alliances, and business and technology acquisitions.

Genetics Research We are studying single nucleotide polymorphisms, or SNPs, and gene expression patterns in human tissues and blood samples and their association with risk for a number of common, complex diseases. In addition, we are studying SNPs and gene expression patterns that can be used to predict treatment response. These SNPs and gene expression patterns are often referred to as genetic markers. SNPs are naturally occurring variations in the human genome. Scientists believe that some SNPs can be correlated with, for example, susceptibility to disease, disease prognosis, therapeutic efficacy, and therapeutic toxicity, and therefore may have diagnostic or therapeutic utility. We expect that the discoveries resulting from our research will provide genetic information that may lead to earlier and more effective diagnosis and treatment of disease. We expect that the primary end-users of our products and services resulting from these studies, including those offered through BHL, will be healthcare providers treating patients who would benefit from the medically useful information. Other end-users are expected to be clinical reference laboratories, hospitals, and medical clinics worldwide that perform diagnostic testing for human healthcare.

Most of our genetics discovery efforts are currently focused on cardiovascular and metabolic diseases (including stroke, thrombosis and liver diseases) and breast cancer. Most of these research programs have involved the analysis of DNA samples from healthy and diseased individuals, while some have involved analysis of DNA samples from only diseased individuals. We have also conducted genetics research in Alzheimers disease and autoimmune disorders.

A key aspect of our genetics research is to seek validation of our initial results through replication by testing our discoveries using human tissue or blood samples from multiple studies of populations similar to those in

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents which a test would ultimately be used. In several studies, we have replicated results for particular markers associated with increased risk for disease that we have previously identified. We are evaluating the diagnostic value of the novel markers and assessing them as potential therapeutic targets for drug discovery, and are discussing the findings with collaborators, preparing product plans, and making patent filings to seek legal protection for our rights in the new information we have discovered.

Proteomics Research We have conducted proteomics research to identify and validate proteins that are associated with cancer. Through proteomics research, scientists may be able to demonstrate that a particular protein can be used as a biological point of intervention for a therapeutic product designed to affect a particular disease or medical condition. A protein that can be used in this manner is referred to as a therapeutic target. In addition, proteomics research may demonstrate that a particular protein can be used as a marker for diagnosing a disease, or for predicting disease prognosis or responsiveness to therapeutic intervention. A protein that can be used in this manner is referred to as a diagnostic marker. A diagnostic marker may be useful in an in vivo diagnostic test, for testing inside the living body, or in an in vitro diagnostic test, for testing outside the living body. Before a protein is used as a therapeutic target or diagnostic marker, it must undergo extensive validation studies involving additional complementary testing or analysis performed to confirm its biological relevance and potential medical utility. These proteins may ultimately lead to the development of therapeutic products, and also may lead to the development of diagnostic products, whether or not they result in effective therapeutic products. Our proteomics research is currently focused primarily on diagnostic applications such as the identification of proteins in blood of individuals with lung cancer and their use in a potential confirmatory diagnostic test for distinguishing benign from malignant nodules previously detected by a low dose computerized tomography (LDCT) scan as well as their use in a potential screening test to identify high risk individuals who may benefit from a LDCT scan. Having substantially completed the discovery aspect of our proteomics program in cancer at Rockville, MD, we intend to close that leased facility during the third quarter of 2009, resulting in a workforce reduction of approximately 20 positions. We expect to transfer the diagnostic lung cancer program initiated in Rockville to our Alameda facility for further advancement.

We do not intend to develop therapeutic products beyond identification and initial validation of potential drug targets resulting from our proteomics research, and would develop therapeutic products only through collaborations with other companies.

Access to Biological Samples for Research We have entered into collaboration, research, and material transfer agreements with many companies and academic institutions to support our genetics and proteomics research, including ongoing studies as well as studies we plan to conduct in the future. Through these relationships, we have gained access to over 150,000 tissue and blood samples from human subjects.

Research and Development Expenses Our research and development expenses totaled $15.6 million for the six months ended December 27, 2008 and $40.9 million, $51.7 million, and $94.3 million for the years ended June 30, 2008, 2007 and 2006, respectively.

Governmental Regulation of Diagnostic Products and Testing Services In the U.S. and in other countries, the development and commercialization of diagnostic products and clinical laboratory testing services are heavily regulated by governmental agencies. These requirements vary from country to country. Currently, the principal markets for our diagnostic products and services are the U.S. and the EU, and the regulatory requirements in those jurisdictions are described below.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Regulation of Clinical Laboratory Testing Services Clinical Laboratory Improvements Amendments of 1988. Congress passed the Clinical Laboratory Improvements Amendments of 1988, or CLIA, to set standards to improve the quality of clinical laboratory testing in all laboratories conducting testing on human specimens for health assessment or for the diagnosis, prevention or treatment of disease. The regulations to implement CLIA, developed by the U.S. Department of Health and Human Services, consist of four separate sets of rules covering: Laboratory Performance; Application and User Fees; Enforcement Procedures; and Approval of Certification Agencies.

The CLIA regulations have established three levels of regulatory control based on test complexity: waived, moderate complexity and high complexity. BHL has staffed and organized its Alameda, California clinical laboratory facility to meet the standards for a high complexity test laboratory, the most rigorous level of quality. CLIA registration is not required for comparison testing or for testing for research purposes with no patient-specific uses.

BHLs clinical laboratory is subject to the requirements of and has been certified under CLIA. Additionally, in order to be able to accept blood specimens from patients living in the states of California, Florida, Maryland, New Jersey, New York and Pennsylvania, BHL has become licensed as a clinical laboratory in each of those states. BHL has also obtained permits to operate specimen collection stations in the states of Alabama, New Jersey and Tennessee. A specimen collection station is a facility licensed for the purpose of having a phlebotomist, who is a BHL employee or contractor, collect blood specimens. Healthcare providers refer patients to BHLs specimen collection stations where the patients blood specimens are collected. These collection stations then send the blood specimens to BHLs clinical laboratory for testing.

BHLs CLIA certification requires its clinical laboratory to be inspected every other year in addition to being subject to random CLIA inspections. BHLs clinical laboratory in Alameda, California is also subject to license requirements imposed by the State of California. California laws establish quality standards for day-to-day operation of the clinical laboratory, including the training and skills required of personnel and quality control. BHLs California and New York state licenses require periodic inspections by the state laboratory licensing authorities. If a CLIA or state inspector finds deficiencies, that finding could lead to the revocation or suspension of, or limitations being placed on, BHLs CLIA accreditation or California, New York, or other state licenses. We were successfully inspected by both the Centers for Medicaid and Medicare Services and the New York State Department of Health Services during 2008.

In-Vitro Diagnostic Multivariate Index Assays (IVDMIAs). The FDA has issued draft guidance on a new class of laboratory developed tests called In-Vitro Diagnostic Multivariate Index Assays, or IVDMIAs. This draft guidance, which was issued in 2006 and 2007, represents the FDAs first public discussion of its position on IVDMIAs, which generally are tests developed by a single clinical laboratory for use only in that laboratory, and which combine the values of multiple variables using an interpretation function to yield a single patient-specific result for use in the diagnosis, prevention, or treatment of diseases or other conditions. If this draft guidance becomes final and is enforced, a laboratory-developed test that meets the definition of an IVDMIA could not be used for diagnostic purposes before the laboratory receives FDA clearance or approval. We do not believe that the tests currently offered by us are IVDMIAs, as set forth in the draft guidance document, and therefore these tests would not be directly affected. However, some of our future tests used in our clinical laboratory testing services could meet the definition of an IVDMIA and therefore require FDA clearance or approval.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Regulation of Diagnostic Products In the U.S., the FDA classifies in vitro diagnostic products as devices and the FDAs Center for Devices and Radiological Health and Center for Biologics Evaluation and Research regulate these products. Although some of the diagnostic products that we expect to market may not require regulatory clearance or approval, our current business strategy is to develop and market a number of products that will be devices and require clearance or approval. For us to market our in vitro diagnostic products with clinical claims in the U.S., we or our collaborators generally must first obtain clearance from the FDA under a process known as 510(k) premarket notification, or must obtain FDA approval through a more demanding premarket approval, or PMA, process.

To obtain a 510(k) premarketing clearance, which refers to Section 510(k) of the Federal Food, Drug and Cosmetic Act, or FFDCA, we or our collaborators generally must file a notice with the FDA with clinical data demonstrating that the device subject to the notification and its intended purpose are substantially equivalent to a diagnostic device that is already cleared or approved for marketing by the FDA. The 510(k) clearance process usually takes from three to twelve months, but may take longer. For example, the FDA may require further information, including additional clinical data, to make a determination regarding substantial equivalence to a legally marketed device. We have successfully applied for and received 510(k) clearance from the FDA authorizing the marketing of the ViroSeq HIV-1 Genotyping System for use on four Applied Biosystems (now Life Technologies) genetic analysis instruments in the U.S. and have received CE mark registration of the system authorizing the marketing of the system in the EU and other countries that recognize the CE mark for use on two Applied Biosystems (now Life Technologies) genetic analysis instruments. From time to time, we may publicly refer to special 510(k) clearances from the FDA. A special 510(k) clearance is an alternative to the traditional 510(k) method of premarket notification. It is the least burdensome process for reporting significant modifications to a previously cleared diagnostic device and can be used when the modifications do not change the intended use of the previously cleared diagnostic device.

If there is no predicate device to test for substantial equivalence in a 510(k) submission, the FDA may allow submission of a de novo 510(k), or a PMA application must be filed under the FFDCA. The PMA process is much more demanding than the 510(k) premarket notification process. A PMA application, which is intended to demonstrate that a diagnostic device is safe and effective, must be supported by more extensive information than is required for a 510(k) notification. The PMA application process is more costly, lengthy, and uncertain and may take up to three years or more.

Following FDA clearance or approval of a device allowing its commercial distribution in the U.S., numerous regulatory requirements apply, including: the Quality System Regulation, which requires manufacturers to follow extensive design, testing, control, documentation, and other quality assurance procedures during the product development and manufacturing process; labeling regulations; and the Medical Device Reporting regulation, which requires that the manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to reoccur.

Failure to comply with the applicable U.S. regulatory requirements for in vitro diagnostic products could result in, among other things, warning letters, fines, injunctions, civil penalties, recalls, or seizure of products, total or partial suspension of production, the FDAs refusal to grant future premarket clearances or approvals, withdrawals of current product applications, and criminal prosecution.

Some products that we sell in the U.S., including those sold through our distribution agreement with Abbott, are referred to as analyte specific reagents, or ASRs. ASRs are a class of products defined by the FDAs regulations which may be sold without any regulatory submission. However, ASRs must be manufactured and marketed in compliance with the requirements of the agencys Quality System Regulation, including Good Manufacturing Practices, and must be sold in compliance with FDA regulations regarding their labeling, sale, distribution, and use. These FDA regulations are intended to ensure, among other things, that purchasers are aware that the utility and performance characteristics of ASR products have not been established, and include

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents restrictions on the marketing, distribution, sale, and customer use of ASRs. In September 2007, the FDA, published Guidance for Industry and FDA Staff: Commercially Distributed Analyte Specific Reagents (ASRs): Frequently Asked Questions clarifying the FDAs interpretation of the regulations governing the sale of ASR products. The FDAs guidance document contains an interpretation of the ASR regulations that, we believe, represents a departure from FDA practice and policy prior to the release of the FDAs draft guidance in September 2006, regarding products that can be characterized as ASRs. We believe that all of our current ASR products, other than our HLA products, will meet the regulatory definition of an ASR, as set forth in the guidance document. Our products sold as ASRs include HLA products, Fragile X products, and deep vein thrombosis products, which include ASRs for detecting mutations in Factor V, Prothrombin (Factor II) and MTHFR. In September 2008, the FDA agreed that it would apply enforcement discretion to allow us to continue to market our HLA ASRs while we proceed with a plan for submitting our HLA products for FDA clearance or approval.

In 2007, we received FDA clearance to market IVD versions of our cystic fibrosis products to replace the ASR versions. We have converted customers of our cystic fibrosis ASR products to these new versions and have removed the cystic fibrosis ASR products from the market.

In addition, distribution and sale of all diagnostic products in the EU are subject to regulatory requirements. Under these requirements, our in vitro diagnostic products exported to the EU must comply with the In Vitro Diagnostics Directive and bear the CE mark. The Directive describes criteria that must be met and steps that must be taken for in vitro diagnostic products to be qualified for sale in EU countries. The CE mark is a symbol indicating that products conform to the essential requirements of the Directive, and can be commercially distributed throughout the EU. To demonstrate compliance, for some products we are required to self-certify that the products to be marketed meet all of the applicable essential requirements, and for other products we are required to obtain a CE mark registration from a certification organization, referred to as a Notified Body, by providing documented evidence that the products to be marketed meet all of the applicable essential requirements. Once we have satisfied the compliance requirements, the CE mark may be affixed on the products concerned. However, to maintain use of the CE mark for some products, we will be subject to continuing review by the Notified Body, if applicable. These same requirements are applicable to Abbott and other collaborators.

We have received CE mark registration from a Notified Body for our ViroSeq HIV-1 Genotyping System, and have met the self- certifying requirements to CE mark our cystic fibrosis product. These clearances are for the marketing of these products for use on one or more particular Applied Biosystems (now Life Technologies) instruments or systems. We intend to pursue CE marking for some of our other diagnostic products. However, CE mark registration may not be granted for other diagnostic products and even if registration is obtained for any product we may not be able to maintain our compliance with the registration requirements. Our failure to meet these requirements may prevent us from generating revenue from the sale of diagnostic products in the EU and other countries that recognize the CE mark.

In the U.S. and in other countries, the development and commercialization of therapeutic products are also heavily regulated by governmental agencies. These requirements vary from country to country. We lack, and do not intend to build, the infrastructure needed for the development of therapeutic products beyond identification and validation of potential therapeutic targets. Therefore, we do not expect that we will conduct development activities that would be subject to these governmental regulations. However, the further development of any therapeutic products by collaborators or licensees based on targets identified and validated by us would be subject to these regulations.

Raw Materials Our operations require a variety of raw materials, such as biological, chemical and biochemical materials, and other supplies, some of which are occasionally found to be in short supply. In particular, for our research and product development activities, we need access to human tissue and blood samples from diseased and healthy individuals, other biological materials, and related clinical and other information, which may be in limited

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents supply. We may not be able to obtain or maintain access to these materials and information on acceptable terms, or may not be able to obtain needed consents from individuals providing tissue, blood, or other samples. In addition, government regulation in the U.S. and foreign countries could result in restricted access to, or use of, human tissue or blood samples or other biological materials.

In addition, several key components of our diagnostic products and a test kit used in our clinical laboratory testing services come from, or are manufactured for us by, a single supplier or a limited number of suppliers, including Applied Biosystems (now Life Technologies). Key components of our diagnostics products include enzymes, fluorescent dyes, phosphoramidites and oligonucleotides. We acquire some of these and other key components on a purchase-order basis, meaning that the supplier is not required to supply us with specified quantities over any set period of time or set aside part of its inventory for our forecasted requirements. We have not arranged for alternative supply sources for some of these components should suppliers become unable to meet our demand or become ® unwilling to do so on terms that are acceptable to us. We obtain Lp-PLA 2 test kits, known as PLAC test kits, used in our clinical laboratory testing services from a single supplier diaDexus, Inc., or diaDexus. BHL has a master supply agreement with diaDexus that expires on March 31, 2009 and is currently negotiating an extension to the expiration date and modification to the supply terms under the agreement. To our knowledge, diaDexus is the only supplier of PLAC® test kits used in clinical laboratory testing in the U.S. Therefore, no alternative supply source would be available should diaDexus become unable to provide a sufficient number of these kits to meet our demand or become unwilling to do so on acceptable terms upon the termination of the master supply agreement.

We also rely on single source suppliers, particularly Applied Biosystems (now Life Technologies), to provide instruments, associated software, and consumables for use in our products business. Following the split-off, Applied Biosystems (now Life Technologies) continues to supply us with these materials and components under the terms of the master purchase agreement we entered into with Applied Biosystems (now Life Technologies) prior to the split-off.

We are required under FDA regulations to verify that our suppliers of key components for our diagnostic products are in compliance with all applicable FDA regulations, including the Quality System Regulation. We believe that this requirement increases the difficulty in arranging for alternative supply sources, particularly for components that are from single source suppliers, which means that they are currently the only viable supplier of custom-ordered components. For example, we obtain reagents for our ApoE genetic test from a third party supplier that is currently not able to provide us with new reagents that comply with applicable FDA guidelines. We currently have access to sufficient quantities of reagents to last until the expiration of the suppliers contract in May 2009. We have identified alternative reagents for which we are completing the validation process. If we are unable to successfully implement this new version of ApoE testing, our ApoE test revenue will be impacted.

Patents and Other Intellectual Property We protect our proprietary rights by patent, copyright, trade secret and trademark protection, and protective provisions such as confidentiality in agreements with our employees, consultants, vendors, collaborators, advisors, customers and other third parties. We require our employees, consultants, advisors and other contractors to enter into agreements that prohibit their use or disclosure of our confidential information and, where applicable, require disclosure and assignment to us of their ideas, developments, discoveries and inventions important to our business. These confidentiality agreements generally have a term that lasts for so long as the collaboration is in effect, plus a specified period afterward and are generally terminable by either

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents party upon a breach of the agreement by the other party and, in some cases, upon written notice. These agreements generally permit us to seek injunctive or other relief in the event of unpermitted use or disclosure of our confidential information.

Through our internal research programs and collaborative programs, we have developed and anticipate that we will further develop an increasing portfolio of intellectual property. We may use this intellectual property in our internal product development programs or may license this intellectual property to collaborators, customers, or others for some combination of license fees, milestone payments, and royalty payments. In addition, our distribution and royalty agreements with Abbott provide us with access to some intellectual property owned or licensed by Abbott that we need for our business and products.

Our ability to compete depends, in part, on our ability to protect our proprietary discoveries and technologies through obtaining and enforcing intellectual property rights, including patent rights, copyrights, our trade secrets and other intellectual property rights, and operating without infringing the intellectual property rights of others. Our diagnostic products are based on complex, rapidly developing technologies. Some of these technologies are covered by patents owned by Applied Biosystems (now Life Technologies), and some are covered by patents owned by others and used by us under license.

Our ability to obtain patent protection for the inventions we make, including those relating to novel methods of diagnosing and/or treating diseases, is uncertain. We may infringe the intellectual property rights of others, and may become involved in expensive intellectual property legal proceedings to determine the scope and validity of our patent rights with respect to others. To avoid infringing the intellectual property rights of others, we may need to obtain intellectual property licenses from them, but we may not be able to obtain these licenses on commercially acceptable terms, or at all.

We have filed for patent protection in the U.S. and in some foreign countries for inventions relating to our diagnostic, therapeutic, gene, including SNPs, protein, and other discoveries. This includes most importantly patent applications for inventions relating to novel methods of detecting and/or treating diseases. We expect to continue seeking patent protection for these types of inventions by pursuing patent applications already filed and applying for patent protection for inventions that we make in the future, in all cases subject to an ongoing case-by-case assessment of the potential value of those inventions consistent with our business and scientific goals.

Our failure to receive patent protection for our diagnostic or therapeutic inventions could diminish the commercial value of these discoveries and could harm our business. We have sought patent protection for discoveries arising from our discontinued operations such as our former information products and services business. Obtaining patent protection for these other types of inventions might be valuable, but we do not believe that our commercial success will be materially dependent on our ability to do so.

BHL has an exclusive license from the Regents of the University of California through the Ernest Orlando Lawrence Berkeley National Laboratory for patent rights related to segmented gel electrophoresis determination of LDL subclasses. The patented technology covered by this license is used in our clinical laboratory testing service business, particularly our proprietary LDL-S3GGE test, which is described in this section above under the heading Principal Testing Services. The term of the license is for the life of the patent, which expires in 2016. BHL also has U.S. patents and patent applications relating to cardiovascular risk management.

Financial Information About Industry Segments Our operations are primarily in the U.S., and we operate through three reporting segments, a clinical laboratory testing service business (Lab Services), a products business (Products), and a segment which includes other activities under corporate management (Corporate).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents A summary of revenues from external customers, operating income (loss) and total assets attributable to each of our industry segments for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006 is set out in Note 20 to our consolidated financial statements in this Transition Report on Form 10-KT.

Environmental Matters We are subject to federal, state, and local laws and regulations regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, in those jurisdictions where we operate or maintain facilities. We do not believe that any liability arising under, or compliance with, environmental laws or regulations will have a material effect on our business, and no material capital expenditures are expected for environmental control.

Employees As of December 27, 2008, we had 626 employees, of which 392 were associated with BHL. These numbers include part-time employees based on their part-time commitment. None of our employees are subject to collective bargaining agreements. We generally consider our relations with our employees to be good.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ITEM 1A. RISK FACTORS Our net revenues will be negatively affected if third-party payors decide that our products or services are not approved for reimbursement or if healthcare providers do not accept our diagnostic products as clinically useful. Our revenues are highly dependent on our clinical laboratory tests and diagnostic products being approved for reimbursement by Medicare and other government healthcare programs, as well as private insurance companies and managed care organizations, commonly referred to, collectively, as third-party payors. Although most third-party payors currently have approved most or all of our clinical laboratory tests and the use of our diagnostic products for reimbursement, this could change if they determine that these tests and products are not medically necessary or otherwise not approved for reimbursement under standards independently established by these third-party payors, which may take into consideration factors such as the investigational nature of a particular test or product, or whether less expensive alternatives are available. Each third-party payor makes its own decision as to whether a given diagnostic test is medically necessary and worthy of payment. If Medicare or any other third-party payor determines that any one or more of our clinical laboratory tests are not medically necessary or are not otherwise suitable for reimbursement, healthcare providers could be reluctant to prescribe these tests. Similarly, if the use of our diagnostic products is not approved for reimbursement, purchasers of any one or more of these products could decrease or eliminate their orders of these products. Any change by one or more third-party payor with regard to their existing reimbursement practices could impact the tests and products we offer, the revenue received on each of the tests and products we sell and harm our operating results and financial condition.

In addition, the growth and success of our sales of diagnostic products depends on market acceptance by healthcare providers and laboratories of our products as clinically useful and cost-effective. We expect that most of our diagnostic products will use genotyping and gene expression information to predict predisposition to diseases, disease progression or severity, or responsiveness to treatment. Market acceptance depends on the widespread acceptance and use by healthcare providers of genetic testing for these purposes. The use of genotyping and gene expression information by healthcare providers for these purposes is relatively new. Healthcare providers may not want to use our products designed for these purposes. Also, Medicare and other third-party payors are continually looking at the clinical utility of genetic testing and making determinations as to whether to continue reimbursement for certain genetic tests. Either of these events could impact the tests and products we offer, the revenue received on each of the tests and products we sell and harm our operating results and financial condition.

Efforts by third-party payors, including Medicare, to reduce utilization and reimbursement rates could decrease our net revenues and profitability. Third-party payors have increased their efforts to control the cost, utilization and delivery of healthcare services. From time to time, Congress has considered and implemented changes in the Medicare fee schedules in conjunction with budgetary legislation. A five-year moratorium on changes to the Medicare clinical laboratory fee schedule ended on December 31, 2008. The Medicare clinical laboratory rates were increased approximately 4.5% as of January 1, 2009. In the current economic environment, there is no certainty that these rates will remain at these levels for clinical laboratory testing. Reductions in the reimbursement rates of other third-party payors have occurred and may occur in the future. In the past, these reimbursement rate changes have resulted in reduced prices, added costs and decreased test utilization for the clinical laboratory industry and future rate reductions could have a similar impact on the industry. If the payment amount we receive for our clinical laboratory testing services is reduced, it could harm our operating results and financial condition. Also, if clinical laboratories that purchase our diagnostic products receive reduced payment for their testing services, the reduced payments may cause them to seek lower pricing for our diagnostic products, which could, in turn, harm our operating results and financial condition.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents From time to time, the federal government has considered whether competitive bidding can be used to provide clinical testing services for Medicare beneficiaries at attractive rates while maintaining quality and access to care. In 2008, Congress enacted legislation that eliminated a proposed competitive bidding demonstration project for clinical testing services. State governments also have considered from time to time whether to apply competitive bidding to clinical testing services. The industry remains concerned about the potential use of competitive bidding for clinical testing services and believes that the quality of services and access to those services could be adversely impacted by implementation of competitive bidding. If competitive bidding were implemented on a regional or national basis for clinical testing, it could harm our operating results and financial condition.

We expect efforts to reduce reimbursements, to impose more stringent cost controls and to reduce utilization of clinical test services will continue. These efforts, including changes in law or regulations, may harm our operating results and financial condition.

We may need to accept lower prices for some of our testing services in exchange for participating in provider networks. A large portion of BHLs clinical laboratory testing business is currently reimbursed by non-governmental third-party payors on an out-of-network, non-participating basis. This means that BHL does not have contracted reimbursement rates with these companies. In order to contain medical expenses, many of these companies have requested that BHL become an in-network, participating provider of clinical laboratory testing services. BHLs past practice was to be an out-of-network provider. BHL has entered into contracts with, among others, United Healthcare and Aetna as an in-network, participating provider and we expect BHL to bring additional business under contract in the future. By becoming an in-network, participating provider, BHL has the advantage of providing its clinical laboratory testing services to more beneficiaries of the insurance company or managed care organization that has established the network. However, in-network, participating reimbursement rates tend to be substantially lower than those reimbursement rates currently being received by BHL for its testing services and there is no assurance that BHLs tests will be allowed by any particular third-party payors coverage determination polices. Therefore, joining these networks could reduce BHLs net income and harm our operating results and financial condition.

In addition, reduced reimbursement rates offered to in-network, participating providers may indirectly harm our diagnostic product business. We believe that many of the purchasers of our diagnostic products that perform clinical laboratory testing services face similar pressure to become in-network, participating providers. Should these purchasers become in-network, participating providers, if they are not already, the reduced reimbursement rates received by these purchasers may cause them to seek lower pricing for our diagnostic products, which could, in turn, harm our operating results and financial condition.

Medicare contracting reforms could change Medicares reimbursement policies or rates for our laboratory testing services. Because a large percentage of our revenue is derived from the Medicare program, the Medicare coverage and reimbursement rules are significant to our operations.

The Medicare Modernization Act of 2003 mandated the creation of Medicare Administrative Contractors, or MACs, to replace the organizations that administered the Medicare fee-for-service programs. The fee-for-service program is the traditional Medicare program where beneficiaries choose the physician or other healthcare provider they wish to see and pay a fee for each service used. In November 2007, CMS awarded the MAC Jurisdiction 1 (California, Hawaii, Nevada, American Samoa, Guam and the Northern Mariana Islands) to Palmetto GBA. As a Medicare-participating laboratory based in California, we submit our Medicare bills to Palmetto GBA and are subject to Palmetto GBAs local coverage and reimbursement policies.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The full transition to Palmetto GBA occurred effective September 2, 2008. The MAC stated methodology for consolidation and transition of Local Coverage Determinations, or LCD, was based on the principal of least restrictive. A new LCD related to some of our diagnostic services was introduced as a result of the consolidation process and later retired, which may result in reductions to, delays in or denials for reimbursement for the services offered. Additionally, the transition from a fiscal intermediary to a MAC is in a very early stage and may result in delays in or denials for reimbursement that could harm our operating results and financial condition.

The clinical laboratory fee schedule sets the maximum amount payable under Medicare for each specific laboratory billing code. We bill the program directly and must accept no more than the scheduled amount as payment in full for covered tests performed on behalf of Medicare fee-for-service beneficiaries. Those services reimbursed under the clinical laboratory fee schedule generally do not result in coinsurance amounts. Payment under the clinical laboratory fee schedule has been limited from year-to-year by Congressional action such as imposition of national limitation amounts and freezes on the otherwise applicable annual consumer price index, or CPI, updates. The CPI update of the clinical laboratory fee schedule had been frozen since 2004 by the Medicare Prescription Drug Improvement and Modernization Act of 2003. However, on December 31, 2008, CMS published Transmittal 1660, CR 6070, that states that the annual CPI update to payments made using the clinical laboratory fee schedule for calendar year 2009 is 4.5%. In the current economic environment, there is no certainty that these rates will remain at these levels for clinical laboratory testing.

The payment amount under the Medicare fee schedule is important not only for our reimbursement under Medicare, but also because the schedules often establish the payment amounts set by other third-party payors. Accordingly, a reduction in Medicare reimbursement rates for clinical laboratory services could result in a corresponding reduction in the reimbursements we receive from such third-party payors. Any reductions in reimbursement levels for our laboratory services would decrease our revenues and harm our operating results and financial condition.

Our business could be adversely impacted if healthcare reform focuses on reducing healthcare costs and/or does not recognize the value and importance of diagnostic testing. Government oversight of and attention to the healthcare industry in the United States is significant and may increase. With the recent change in the presidency, there has been extensive public discussion of healthcare reform. While it is not possible to predict whether change in U.S. government regulation of healthcare will occur, or the nature or impact of any such change, our business could be adversely impacted if healthcare reform focuses on reducing healthcare costs and/or does not recognize the value and importance of diagnostic testing.

The competition in the biotechnology and healthcare industries is intense and evolving. There is intense competition among healthcare, diagnostic, and biotechnology companies attempting to develop new diagnostic products. We are aware of competitors who are engaged in research and development projects that address the same diseases that we are targeting. Our products business competes with companies in the U.S. and abroad that are engaged in the development and commercialization of products and services that provide genetic information. These companies may develop products or services that are competitive with, and could be more effective and/or cost-effective than, the diagnostic products offered by us or our collaborators or licensees, such as analyte specific reagents (ASRs), diagnostic test kits, or diagnostic testing services that perform the same or similar purposes as our or our collaborators or licensees diagnostic products. Key competitors for our leading products include Luminex Corporation and Third Wave Technologies, Inc. (now Hologic, Inc.) for our cystic fibrosis products, Siemens for our ViroSeq HIV-1 Genotyping System, and F. Hoffmann-La Roche, Ltd. and Siemens for the m2000 system and assays. Also, clinical laboratories may offer testing services that are competitive with the diagnostic products sold by us or our collaborators or licensees. For example, a clinical laboratory can use either reagents purchased from manufacturers other than us, or their own internally developed reagents, to provide diagnostic testing services. In this manner, clinical laboratories could offer testing services for a particular disease as an alternative to purchasing diagnostic products sold by us or our collaborators or licensees for use in their testing of the same disease. The testing services offered by clinical laboratories may be easier and more cost-effective to develop and market than test

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents kits developed by us or our collaborators or licensees because the testing services are not subject to the same clinical validation requirements that are applicable to the FDA cleared or approved diagnostic test kits. For example, clinical reference laboratories such as Laboratory Corporation of America Holdings, or LabCorp, and Quest Diagnostics Incorporated, or Quest, offer laboratory-developed tests that compete with our ViroSeq HIV-1 Genotyping System.

In addition, BHLs clinical laboratory testing services, and its associated disease monitoring, management, and educational services compete primarily with existing diagnostic, detection and monitoring technologies and disease management service companies. In particular, many clinical reference laboratories, including LabCorp, Sonic Healthcare Limited, Mayo Medical Laboratories, Quest, and other regional laboratory companies, offer clinical testing services using a traditional lipid panel test, which is simpler to perform and less expensive than BHLs more extensive and proprietary lipid fractionation and related cardiovascular bio-marker tests, and which is widely accepted as an adequate test for assessing and managing risk of cardiovascular disease. Also, other companies, including Atherotech, Inc., Agilent Technologies, Inc., and LipoScience, Inc., currently provide alternative methods for lipoprotein subclass analysis using different technologies than BHLs testing services. In addition, companies, including Healthways, Inc. and LifeMasters Supported SelfCare, Inc., and internal efforts by some healthcare payors, such as United Healthcare, compete with BHLs disease monitoring and management and lifestyle modification offerings. Many of BHLs actual or potential competitors have longer operating histories, better name recognition and greater financial, technical, sales, marketing, and distribution capabilities than BHL has. These competitors also may have more experience in research and development, regulatory matters and manufacturing. Many of these companies, particularly those selling the traditional lipid panel test, offer tests or services that have been approved for third-party reimbursement. BHLs current or potential competitors may use, or develop in the future, technologies that are superior to, or more effective than, BHLs, which could make BHLs tests noncompetitive or obsolete.

Failure to collect receivables, or to timely or accurately bill for our services could have a material adverse effect on our business. We have recently experienced an increased aging of our non-contractual payor and patient receivables. At December 27, 2008, our allowance for doubtful accounts was $16.8 million as compared to $8.5 million at June 30, 2008. Though we have implemented programs aimed at improving our collections, there can be no assurance that these will be successful. Any failure to improve our collections, or a further deterioration in our receivables, will harm our operating results and financial condition.

Billing for clinical testing services is complex and is subject to extensive and non-uniform rules and administrative requirements. Depending on the billing arrangement and applicable law, we bill various payers, such as patients, insurance companies, Medicare, physicians and hospitals. A significant portion of our accounts receivables is owed to us by individual patients. In general, it is difficult to collect amounts owed to BHL by individuals and it is becoming increasingly more difficult to do so in the current economic environment. Changes in laws and regulations could increase the complexity and cost of our billing process. Additionally, auditing for compliance with applicable laws and regulations as well as internal compliance policies and procedures adds further cost and complexity to the billing process. Further, our billing systems require significant technology investment and, as a result of marketplace demands, we need to continually invest in our billing systems.

Missing or incorrect information on requisitions adds complexity to and slows the billing process, creates backlogs of unbilled requisitions, and generally increases the aging of accounts receivable and our allowance for doubtful accounts. We believe that a portion of our allowance for doubtful accounts is attributable to the lack of, or inaccurate, billing information. Failure to timely or correctly bill may lead to our not being reimbursed for our services or an increase in the aging of our accounts receivable, which could harm our operating results and financial condition. Failure to comply with applicable laws relating to billing federal healthcare programs could lead to various penalties, including: exclusion from participation in the Medicare program; asset forfeitures; civil and criminal fines and penalties; and the loss of various licenses, certificates and authorizations necessary to operate our business, any of which could harm our operating results and financial condition.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Our competitive position depends on maintaining our intellectual property protection. Our ability to compete and to achieve and maintain profitability depends, in part, on our ability to protect our proprietary discoveries and technologies through obtaining and enforcing intellectual property rights, including patent rights, copyrights, trade secrets, and trademarks, and operating without infringing the intellectual property rights of others. Our ability to obtain patent protection for the inventions we make, including those relating to novel methods of diagnosing and/or treating diseases, is uncertain. The patentability of these and other types of biotechnology inventions involves complex factual, scientific, and legal questions. As a result, it is difficult to predict whether patents will issue or the breadth of claims that will be allowed in biotechnology patents. This may be particularly true with regard to the patenting of gene sequences, gene functions, genetic variations and methods of diagnosis of disease based on genetic variations. Future changes in policies or laws, or interpretations of these policies or laws, relevant to the patenting of biotechnology inventions could harm our patent position in the U.S. or other countries. Opposition to the protection of these inventions in the U.S. or other countries could result in stricter standards for obtaining or enforcing biotechnology patent rights.

In some instances, patent applications in the U.S. are maintained in secrecy until a patent issues. In most instances, the content of U.S. and international patent applications is made available to the public approximately eighteen months after the initial filing from which priority is claimed. As a result, we may not be aware that others have filed patent applications for inventions covered by our patent applications and may incorrectly believe that our inventors were the first to make the invention. Accordingly, our patent applications may be preempted or we may have to participate in interference proceedings before the U.S. Patent and Trademark Office. These proceedings determine the priority of invention and the right to a patent for the claimed invention in the U.S. In addition, disputes may arise in the future with regard to the ownership of rights to any invention developed with collaborators, which could result in delays in, or prevent, the development of related products.

Patents used in our clinical laboratory testing services business are owned or licensed by BHL. In addition, a number of patents and patent applications owned by Applied Biosystems (now Life Technologies) prior to the split-off have been assigned to us.

We also rely on trade secret protection for our confidential and proprietary information and procedures, including procedures related to sequencing genes and to searching and identifying important regions of genetic information. We protect our trade secrets through recognized practices, including access control, confidentiality and non-use agreements with employees, consultants, collaborators and customers, and other security measures. These confidentiality and non-use agreements may be breached, however, and we may not have adequate remedies for a breach. In addition, our trade secrets may otherwise become known or be independently developed by competitors. Accordingly, it is uncertain whether our reliance on trade secret protection will be adequate to safeguard our confidential and proprietary information and procedures.

Following the split-off from Applied Biosystems (now Life Technologies), Applied Biosystems (now Life Technologies) may compete with us in our diagnostics business directly or enable others to compete with us by providing them access to its intellectual property, reagents, and technologies. Applied Biosystems (now Life Technologies) reagent and clinical laboratory testing service business in human diagnostics was historically operated exclusively through Celera. As a result, Applied Biosystems (now Life Technologies) has not competed with us in this business, nor was it permitted to enable others to compete with us in the business by providing them access to its intellectual property, reagents, and technologies. Since the split-off, Applied Biosystems (now Life Technologies) may directly compete with us or enable others to compete with us in human diagnostics, except that for a period of three years following the split-off date, Applied Biosystems (now Life Technologies), subject to specified exceptions, will be restricted in its ability to supply any reseller with capillary electrophoresis sequencers for commercialization of human diagnostic tests outside of Asia, Africa, the Middle East and South America, nor will it be able to itself commercialize these tests anywhere in the world for the same three year period. In addition, Applied Biosystems (now Life Technologies) will not supply any third-party reseller with real-time instruments for use in the human in vitro diagnostics, or HIVD,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents field, unless the third party has obtained a license to Applied Biosystems (now Life Technologies) real-time intellectual property in the field, although the third party cannot commercialize human diagnostic tests for specified conditions on these instruments for three years following the split-off date. Competition from Applied Biosystems (now Life Technologies) in all other areas of our business may limit our success in expanding our product offerings into new areas and disease indications.

The restrictions on Applied Biosystems (now Life Technologies) described above do not apply to the commercialization of a competing product acquired as part of an acquisition of a third party by Applied Biosystems (now Life Technologies), nor do they prohibit an acquiror of Applied Biosystems (now Life Technologies) from continuing to commercialize a competing product following an acquisition. Accordingly, Life Technologies is not prohibited from continuing to commercialize products commercialized by Invitrogen prior to the Applied Biosystems/Invitrogen merger. We have been informed that Life Technologies is currently commercializing a high resolution HLA typing product line, that might be characterized as a CE Assay as defined in the operating agreement between Applied Biosystems (now Life Technologies) and us, which it would be entitled to continue to commercialize. In addition, Life Technologies may have other competing products, that we are not aware of, that would not be subject to the restrictions described above.

Applied Biosystems (now Life Technologies) is subject to a class action lawsuit relating to its offering of shares of Celera Group tracking stock in 2000 that may result in liabilities for which we have agreed to indemnify Applied Biosystems (now Life Technologies). Applied Biosystems (now Life Technologies) and some of its officers are defendants in a lawsuit brought on behalf of purchasers of Celera Group tracking stock in its follow-on public offering of Celera Group tracking stock completed on March 6, 2000. In the offering, Applied Biosystems (now Life Technologies) sold an aggregate of approximately 4.4 million shares of Celera Group tracking stock at a public offering price of $225 per share. The lawsuit was commenced with the filing of several complaints in 2000, which have been consolidated into a single case which has been certified by the court as a class action. The consolidated complaint generally alleges that the prospectus used in connection with the offering was inaccurate or misleading because it failed to adequately disclose the alleged opposition of the Human Genome Project and two of its supporters, the governments of the U.S. and the U.K., to providing patent protection to our genomic-based products. The complaint also alleges that Applied Biosystems (now Life Technologies) did not adequately disclose the risk that it would not be able to patent this data. The consolidated complaint seeks unspecified monetary damages, rescission, costs and expenses, and other relief as the court deems proper. Although Applied Biosystems (now Life Technologies) has stated that it believes the asserted claims are without merit and intends to defend the case vigorously, the outcome of this or any other litigation is inherently uncertain.

Under the terms of the separation agreement we entered into with Applied Biosystems (now Life Technologies), we agreed to indemnify Applied Biosystems (now Life Technologies) for liabilities resulting from the class action suit described above, as well as other actions pending on the split-off date or that may arise in the future, to the extent such actions are ultimately determined to relate to or arise out of the Celera business, assets or liabilities, in each case, to the extent not covered by Applied Biosystems (now Life Technologies) insurance. There is no limit on the maximum amount of monetary damages for which we may be required to indemnify Applied Biosystems (now Life Technologies) for such suit. If the plaintiffs in these suits are ultimately successful on the merits, the resulting liabilities for which we are responsible could have a material adverse impact on our business and financial condition.

The allocation of intellectual property rights between Applied Biosystems (now Life Technologies) and us in connection with the split-off may harm our business. Prior to the split-off from Applied Biosystems (now Life Technologies), Celera had access to all intellectual property owned or licensed by Applied Biosystems (now Life Technologies) for use in the human diagnostics field. Under the separation agreement with Applied Biosystems (now Life Technologies), intellectual property

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents developed by Celera or used primarily in our business was transferred to us on or prior to the split-off date. However, some intellectual property currently used in substantially all of our diagnostic products is also used by Applied Biosystems (now Life Technologies) and has been retained by Applied Biosystems (now Life Technologies). All intellectual property that has been retained by Applied Biosystems (now Life Technologies) and that is used in our diagnostic products is being made available to us through a master purchase agreement we entered into with Applied Biosystems (now Life Technologies) on the split-off date. The early termination or failure to comply with the terms of the master purchase agreement or an increase in the prices for these goods and services after its expiration could harm our business. Also, we may need to obtain additional licenses from third parties for rights that were not transferred to us from Applied Biosystems (now Life Technologies). Our inability to obtain these licenses or to obtain these licenses on commercially acceptable terms could affect our ability to develop and sell some of our diagnostic products. Any change to our product development or production activities could harm our operating results and financial condition.

We may be subject to restrictions to preserve the tax-free treatment of the split-off and may not be able to engage in desirable acquisitions and other strategic transactions following the split-off. Under the tax matters agreement and separation agreement that we have entered into with Applied Biosystems (now Life Technologies), to preserve the tax-free treatment of the split-off to Applied Biosystems (now Life Technologies), we may be subject to restrictions for the two-year period following the split-off on our ability to: issue equity securities to satisfy financing needs; acquire businesses or assets with equity securities; or engage in mergers or asset transfers that could jeopardize the tax-free status of the split-off.

However, if Applied Biosystems (now Life Technologies) were determined to be subject to tax on the distribution of the Celera Corporation common stock, we would no longer be subject to these restrictions. These restrictions may limit our ability to engage in new business or other transactions that may maximize the value of our business and may also discourage, delay or prevent a merger, change of control, disposition of our subsidiaries or divisions or other strategic transactions involving our issuance of equity. In addition, provisions of our amended and restated certificate of incorporation and amended and restated by-laws and applicable law may have the effect of discouraging, delaying or preventing change of control transactions that our stockholders find desirable.

The negotiation of the split-off agreements between us and Applied Biosystems (now Life Technologies) were effected through discussions among Applied Biosystems (now Life Technologies) employees, some of whom, following the split-off, became our employees but some of whom did not and may have remained as employees of Applied Biosystems (now Life Technologies), and without involvement in, or review of, the agreements by independent outside advisors to us or an independent Board of Directors of Celera. Disputes have arisen with Applied Biosystems (now Life Technologies) regarding the split-off agreements and others may occur. Celera Corporation was formed to effect the split-off and has only operated as an independent company with an independent Board of Directors and independent advisors since July 1, 2008. The split-off agreements between us and Applied Biosystems (now Life Technologies) were negotiated through discussions among Applied Biosystems (now Life Technologies) employees, some of whom, following the split-off, became our employees but some of whom did not and may have remained as employees of Applied Biosystems (now Life Technologies), and without review by independent advisors to, or an independent Board of Directors of, our Company. Accordingly, the agreements may not reflect terms that would be as favorable to us as would have been negotiated by us if we had been an independent company or had been allowed access to independent advisors. We believe that Applied Biosystems (now Life Technologies) has materially breached the tax matters agreement entered into in connection with the split-off by eliminating a tax asset transferred to us. Other disputes

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents may arise in connection with the parties obligations under the split-off agreements. Any legal proceedings on these matters may be expensive, take significant time and divert managements attention from other business concerns.

Following the split-off, we may experience increased costs resulting from our operation as an independent entity and our diminished bargaining power in negotiating with third parties to obtain optimal pricing for goods, technology and services. Prior to the split-off from Applied Biosystems (now Life Technologies), we were supported by Applied Biosystems (now Life Technologies) centralized functions, including finance, legal, and human resources. Following the split-off, we may incur additional costs relating to our procurement and implementation of these services to the extent necessary to operate as an independent entity. In addition, as a business unit of Applied Biosystems (now Life Technologies), we were able to take advantage of Applied Biosystems (now Life Technologies) bargaining power in negotiating with third parties to obtain raw materials and supplies, capital goods, technology and services, including insurance and employee benefit services. Following the split-off, as a smaller, stand-alone company, we may be unable to obtain these goods, technology and services at prices and on terms as favorable as those available to us as a business unit of Applied Biosystems (now Life Technologies). Increased costs resulting from our operation as an independent entity and our diminished bargaining power could harm our business, financial condition and results of operations.

Our business is affected by macroeconomic conditions, and recent adverse changes in U.S. and global economic conditions have had and may continue to have an adverse effect on our business. Various macroeconomic factors could affect our business and the results of our operations. Recent global market and economic conditions have become increasingly negative, with tighter credit conditions and recession in most major economies continuing into 2009. Slower economic activity, inflation, rising unemployment and the related loss of employee-sponsored health insurance, decreased consumer confidence and other factors related to adverse market and economic conditions could increase our business costs, cause supplier difficulties, lower our revenues and/or affect the ability of our customers to purchase and pay for our products and services. This in turn may cause us to record higher allowances for doubtful accounts in the future.

Interest rate changes, illiquid credit market conditions, continuing government support for major financial institutions and other factors related to adverse market and economic conditions could also affect the value of our investments and/or adversely affect our ability to obtain external financing. For example, in the six months ended December 27, 2008, we recognized a $3.2 million loss on investments for an other-than-temporary impairment of our investments in senior debt securities issued by Lehman Brothers Holdings, Inc. and Washington Mutual Bank N.V.

We may be unable to make the changes necessary to operate as an independent entity, which could prevent us from operating profitably. Celera had been a business unit of Applied Biosystems (now Life Technologies) since we commenced operations in the year ended June 30, 1996. However, following the split-off, Applied Biosystems (now Life Technologies) has no obligation to provide financial, operational or organizational assistance to us other than pursuant to a transition services agreement for a limited period of time. We may not be able to implement successfully the changes necessary to operate independently. Celera has historically recorded net losses due, in part, to our investment in new technology and diagnostic product discovery and development, and therapeutic target discovery and drug development, as well as other investments required for the expansion of our business operations as an early-stage business. We cannot assure you that we will be profitable as a stand-alone company.

We may become involved in expensive intellectual property legal proceedings. There has been substantial litigation and other legal proceedings regarding patents and other intellectual property rights relevant to diagnostic and biotechnology products and services. The intellectual property rights of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents biotechnology companies, including those held by us, are generally uncertain and involve complex factual, scientific, and legal questions. Our success in diagnostic product development, clinical laboratory testing, and therapeutic target discovery may depend, in part, on our ability to operate without infringing the intellectual property rights of others and our ability to prevent others from infringing our intellectual property rights. Also, contractual disputes related to existing license rights to patents owned by others may affect our ability to develop, manufacture, and sell our products and clinical laboratory testing services.

We may initiate proceedings at the U.S. Patent and Trademark Office to determine our patent rights with respect to others. Also, we may initiate patent litigation to enforce our patent rights or invalidate patents held by others. These legal actions may similarly be initiated against us by others alleging that we are infringing their rights. The cost to us of any patent litigation or proceedings, even if we are successful, could be substantial, and these legal actions may absorb significant management time. Even if we are successful on the merits in any such proceeding, the cost of these proceedings could harm our operating results and financial condition.

If infringement claims against us are resolved unfavorably to us, we may be enjoined from manufacturing or selling our products or services without a license from a third party, and we may not be able to obtain a license on commercially acceptable terms, or at all. Also, we could become subject to significant liabilities to others if these claims are resolved unfavorably to us. Similarly, our business could be harmed and we could be subject to liabilities because of lawsuits brought by others against Abbott Laboratories, who serves as the exclusive distributor for most of our diagnostic products, and from whom we will obtain royalties for sales of certain of their molecular diagnostic products.

We rely on independent healthcare providers, laboratories, and others to collect and process patient specimens. We have a limited internal network of BHL employees who are able to collect blood specimens. We rely on healthcare providers and other clinical laboratories to collect and send to our laboratory for testing most of our clinical laboratory specimens. Although we believe we pay our service providers fair market value consideration for specimen collection and processing services and in compliance with anti-kickback and anti-referral laws, legal restrictions prohibit us from paying additional consideration, such as a referral fee, for these services. Because these services are time-consuming and may not be a business priority for the companies and individuals we rely on to provide them, the fair market value consideration may not be sufficient incentive for them to continue providing these services. If we are unable to obtain or maintain needed collection and processing services, we would be unable to obtain patient samples for testing, which would harm our operating results and financial condition.

Some of our diagnostic research and product development programs require access to human tissue and/or blood samples, other biological materials, and related information, which may be in limited supply. We may not be able to obtain or maintain access to human tissue, blood and other biological materials and information on acceptable terms, or may not be able to obtain needed consents from individuals providing tissue, blood, or other samples. In addition, government regulation in the U.S. and foreign countries could result in restricted access to, or use of, human tissue or blood samples or other biological materials. If we lose access to sufficient numbers or sources of tissue or blood samples or other required biological materials, or if tighter restrictions are imposed on the use of related clinical or other information or information generated from tissue or blood samples or other biological materials, these research and development programs and our operating results and financial condition could be harmed. Also, the supply by Applied Biosystems (now Life Technologies) of some goods and services used in our business is governed by the terms of the master purchase agreement we entered into at the split-off date, and Applied Biosystems (now Life Technologies) no longer provides us with exclusive access to these goods and services. These differences may harm our operating results and financial condition.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents If the split-off is determined to be taxable for U.S. federal income tax purposes, we and our stockholders could incur significant income tax liabilities, and we could be required to indemnify Applied Biosystems (now Life Technologies) for taxes. On June 18, 2008, Applied Biosystems (now Life Technologies) received a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP to the effect that the split-off, together with certain related transactions necessary to effectuate the split-off, (i) should qualify under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code as an exchange that is tax-free to the Celera Group tracking stock holders, although in light of the then pending Invitrogen/Applied Biosystems merger there is a significant risk that the Internal Revenue Service (IRS) and a court could conclude to the contrary, and (ii) will be tax-free to Celera. The opinion relies on certain facts, assumptions, representations and undertakings, including those relating to the pre or post split-off activities of Applied Biosystems (now Life Technologies) and Celera. Actions taken by Applied Biosystems (now Life Technologies) or us that are inconsistent with such facts, assumptions, representations or undertakings could result in the split-off being treated by the IRS as a taxable transaction. The IRS is not bound by the opinion and could determine that the split-off should be treated as a taxable transaction if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated by either Celera or Applied Biosystems (now Life Technologies) as a result of pre or post split-off activity, or if it disagrees with the conclusions in the opinion.

If the split-off fails to qualify for tax-free treatment, Applied Biosystems (now Life Technologies) would be subject to tax as if it had sold the Celera Corporation common stock in a taxable sale at fair market value, and our initial public stockholders, the former holders of Celera Group tracking stock whose stock was redeemed in exchange for shares of our common stock in the split-off, should recognize either (A) gain or loss equal to the difference between the fair market value of the shares of Celera Corporation common stock received and the holders tax basis in the Celera Group tracking stock redeemed in exchange for the shares of Celera Corporation common stock or (B) in certain circumstances, a distribution equal to the fair market value of the shares of Celera Corporation common stock received, which should be taxed (i) as a dividend to the extent of such holders pro rata share of Applied Biosystems (now Life Technologies) current and accumulated earnings and profits, then (ii) as a non-taxable return of capital to the extent of such holders tax basis in the Celera Group tracking stock redeemed, and finally (iii) as capital gain with respect to the remaining value. Under the tax matters agreement between Applied Biosystems (now Life Technologies) and us, we would generally be required to indemnify Applied Biosystems (now Life Technologies) against any tax resulting from the exchange if the tax resulted from: an issuance of our equity securities, a redemption of our equity securities, or our involvement in other acquisitions of our equity securities, other actions or failures to act by us, or any of our representations or undertakings being incorrect and violated.

Our indemnification obligations to Applied Biosystems (now Life Technologies) and its subsidiaries, officers and directors are not limited by any maximum amount. If we are required to indemnify Applied Biosystems (now Life Technologies) or any other person under the circumstances set forth in the tax matters agreement, we may be subject to substantial liabilities.

Our accounting and other management systems and resources may not be adequate to meet the financial reporting and other requirements to which we are subject following the split-off. If we are unable to achieve and maintain effective internal controls, our operating results and financial condition could be harmed. Prior to the split-off from Applied Biosystems (now Life Technologies), we were not directly subject to reporting and other requirements of the Securities Exchange Act of 1934 (the Exchange Act). As a result of the transactions, we are directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley). Commencing with our audit

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents for the year ending December 26, 2009, Sarbanes-Oxley will require our auditors to opine on the effectiveness of our internal controls over financial reporting. Our reporting and other obligations will place significant demands on our management and administrative and operational resources, including accounting resources.

To comply with these requirements, we may need to upgrade our systems, including information technology, implement additional financial and management controls, reporting systems and procedures and hire additional legal, accounting and finance staff and consultants. If we are unable to upgrade our systems and procedures in a timely and effective fashion, our auditors may be unable to conclude that our internal controls over financial reporting are effective, and we could lose investor confidence in the accuracy and completeness of our financial reports. Any failure to achieve and maintain effective internal controls could harm our operating results and financial condition.

We conduct our clinical laboratory testing business in a heavily regulated industry and changes in regulations or violations of regulations could, directly or indirectly, harm our operating results and financial condition. The clinical laboratory testing industry is highly regulated and there can be no assurance that the regulatory environment in which we operate will not change significantly and adversely in the future. In particular, there is risk of healthcare reform or other legislative activity in 2009, which may result in changes in the regulatory or payor environment that may adversely affect our business. Areas of the regulatory environment that may affect our ability to conduct business include, without limitation: federal and state laws applicable to billing and claims payment; federal and state laboratory anti-mark-up laws; federal and state anti-kickback laws; federal and state false claims laws; federal and state self-referral and financial inducement laws, including the federal physician anti-self-referral law, or the Stark Law; coverage and reimbursement levels by Medicare and other governmental payors and private insurers; federal and state laws governing laboratory licensing and testing, including CLIA; federal and state laws governing the development, use and distribution of diagnostic medical tests known as laboratory developed test or LDTs; the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and analogous state laws; federal and state regulation of privacy, security and electronic transactions; federal, state and local laws governing the handling and disposal of medical and hazardous waste; Occupational Safety and Health Administration rules and regulations; and changes to other federal, state and local laws, including tax laws.

These laws and regulations are extremely complex and in many instances, there are no significant regulatory or judicial interpretations of these laws and regulations. Any determination that we have violated these laws or regulations, or the public announcement that we are being investigated for possible violations of these laws or regulations, could harm our operating results and financial condition. In addition, a significant change in any of these laws or regulations may require us to change our business model in order to maintain compliance with these laws or regulations, which could harm our operating results and financial condition.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Our clinical laboratory testing services are subject to federal and state anti-kickback and anti-referral laws and regulations. Federal and state anti-kickback laws prohibit payment, or offers of payment, in exchange for referrals of products and services for which reimbursement may be made by Medicare or other federal and state healthcare programs. Some state laws contain similar prohibitions that apply without regard to the payor of reimbursement for the services. Federal and state anti-referral laws, including the Stark Law, prohibit physicians from referring their Medicare or other federally funded healthcare program patients or specimens to healthcare providers with which the physicians or their immediate family members have a financial relationship involving some types of health services. The financial relationships covered by these prohibitions include clinical laboratory services such as those provided by BHL. Some state laws also contain similar prohibitions that apply without regard to the payor of reimbursement for the services.

Based on our analysis of publicly-disclosed government settlements and public announcements by various government officials, we believe the federal officials responsible for administering and enforcing the healthcare laws and regulations have made a priority of eliminating healthcare fraud. While we seek to conduct our business in compliance with all applicable laws and regulations, many of the laws and regulations applicable to our business, particularly those relating to billing and reimbursement of tests and those relating to relationships with physicians, hospitals and patients, contain language that has not been interpreted by courts. We must rely on our interpretation of these laws and regulations based on the advice of our counsel, and regulatory or law enforcement authorities may not agree with our interpretation of these laws and regulations and may seek to enforce legal remedies or penalties against us for violations. From time to time we may need to change our operations, particularly pricing or billing practices, in response to changing interpretations of these laws and regulations or regulatory or judicial determinations with respect to these laws and regulations. These occurrences, regardless of their outcome, could damage our reputation and harm important business relationships that we have with healthcare providers, laboratories, and others. Furthermore, if a regulatory or judicial authority finds that we have not complied with applicable laws and regulations, we would be required to refund amounts that were billed and collected in violation of such laws and regulations. In addition, we may voluntarily refund amounts that were alleged to have been billed and collected in violation of applicable laws and regulations. In either case, we could suffer civil and criminal damages, fines and penalties, exclusion from participation in governmental healthcare programs and the loss of licenses, certificates and authorizations necessary to operate our business, as well as incur liabilities from third-party claims, all of which could harm our operating results and financial condition. Moreover, regardless of the outcome, if we or physicians or other third parties with whom we do business are investigated by a regulatory or law enforcement authority we could incur substantial costs, including legal fees, and our management may be required to divert a substantial amount of time to an investigation.

Our clinical laboratory testing service business is subject to HIPAA and other federal and state security and privacy laws and regulations. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, and its related privacy and security regulations establish federal standards for the uses and disclosures of individually identifiable health information, which is referred to as protected health information. In addition, we are also subject to state privacy and security laws that in some cases impose more stringent requirements than HIPAA and its related regulations. In addition, we must comply with the laws of other countries that regulate the transfer of healthcare data relating to citizens of those countries. HIPAA, as well as state and foreign privacy and security regulations provide for significant fines and other penalties for the wrongful use or disclosure of protected health information, including potential civil and criminal fines and penalties. Although HIPAA and the related regulations do not expressly provide for a private right of damages, we also could incur damages under state and foreign laws to individuals claiming that we wrongfully used or disclosed their confidential health information or other private personal information.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Certain of our specialized diagnostic tests take advantage of the laboratory developed test exception from FDA review and any changes to the FDAs policies with respect to this exception could adversely affect our operating results and financial condition. A number of esoteric tests that are developed and validated internally at BHL are first offered as laboratory developed tests or LDTs. The FDA maintains that it has authority to regulate the development and use of LDTs as diagnostic medical devices under the Federal Food, Drug and Cosmetic Act but to date has decided not to exercise its authority with respect to most LDTs performed by high complexity CLIA-certified laboratories as a matter of enforcement discretion. A portion of BHLs diagnostic tests are LDTs for which it has not obtained FDA premarket clearance or approval. The FDA regularly considers the application of additional regulatory controls over the sale of ASRs and the development and use of LDTs by laboratories such as ours. Further, the FDA has recently been petitioned to exercise regulatory authority over certain LDTs and to initiate enforcement action against companies that make effectiveness claims about LDTs that are without sufficient analytical and clinical support. As a result, it is possible that the FDA may look at the sale and use of LDTs with heightened scrutiny or modify their regulatory approach with respect to LDTs. If FDA regulation of LDTs increases or if regulation of the various medical devices used in laboratory-developed testing ensues, it would lead to an increased regulatory burden resulting in additional costs and delays in introducing tests, including genetic tests; this may hinder us from developing and marketing certain products or services and could harm our operating results and financial condition.

There is a high demand for, and short supply of, key personnel needed for our clinical laboratory testing services. Our existing clinical laboratory services operations require individuals who are licensed as Clinical Laboratory Scientists in the State of California. We believe that to continue operating and to expand our clinical laboratory testing services, we must continue to attract and retain these licensed Clinical Laboratory Scientists. There is a shortage of licensed Clinical Laboratory Scientists in the State of California, and we compete for these personnel with hospitals, other clinical laboratories, and other healthcare providers. Licensed Clinical Laboratory Scientists may prefer to work for these other organizations either because of the compensation offered, the reputations of the organizations, or other personal considerations. If we are unable to attract and retain a sufficient number of licensed Clinical Laboratory Scientists, the current operations of our clinical laboratory testing business could be harmed and the future growth of these services could be delayed or prevented.

We rely on single suppliers or a limited number of suppliers of instruments, key components of our products and a test kit used in our clinical laboratory testing services. Several key components of our diagnostic products and a test kit used in our clinical laboratory testing services come from, or are manufactured for us by, a single supplier or a limited number of suppliers, including Applied Biosystems (now Life Technologies). Key components of our diagnostic products include enzymes, fluorescent dyes, phosphoramidites, and oligonucleotides. We acquire some of these and other key components on a purchase-order basis, meaning that the supplier is not required to supply us with specified quantities over any set period of time or set aside part of its inventory for our forecasted requirements. We have not arranged for alternative supply sources for some of these components should suppliers become unable to meet our demand or become unwilling to do so on terms that are acceptable to us. It may be difficult, if not impossible, to find alternative suppliers, especially to replace enzymes, fluorescent dyes, phosphoramidites, and oligonucleotides. In addition, we rely on single source suppliers, particularly Applied Biosystems (now Life Technologies), to provide instruments, associated software, and consumables for use in our products business. We ® obtain Lp-PLA2 test kits, known as PLAC test kits, used in our clinical laboratory testing services from a single supplier diaDexus, Inc., or diaDexus. To our knowledge, diaDexus is the only supplier of PLAC® test kits used in clinical laboratory testing, and, therefore, no alternative supply source would be available should diaDexus become unable to provide a sufficient number of these kits to meet our demand or become unwilling to do so on acceptable terms. There can be no assurance that diaDexus will be able to meet our demand for these kits in the future or sell these test kits to us on acceptable terms. If we are unable to obtain Lp-PLA2 tests kits from diaDexus, our

LP-PLA2 test revenue will be impacted.

We are required under FDA regulations to verify that our suppliers of key components for our diagnostic products are in compliance with all applicable FDA regulations, including the Quality System Regulation. We believe that this requirement increases the difficulty in arranging for needed alternative supply sources, particularly for components that are from single source suppliers, which means that they are currently the only viable supplier of custom-ordered components. For example, we obtain reagents for our ApoE genetic test from a third party supplier that is currently not able to provide us with new reagents that comply with the FDAs revised guidelines. We currently have access to sufficient quantities of reagents to last until the expiration of the suppliers contract in May 2009. We have identified alternative reagents for which we are completing the validation process. If we are unable to successfully implement this new version of ApoE testing, our ApoE test revenue will be impacted.

If any of the components of our products or any of the kits used for our laboratory testing services are no longer available in the marketplace, or are not available on commercially acceptable terms, we may be forced to further develop our products or testing services to use alternative components or test kits or discontinue the products or testing services. Changes in our products or services or the use of new components may require us to seek new regulatory clearances, approvals or licenses and may be costly.

Our success will depend on our ability to retain our key employees and recruit key management personnel. One of our primary assets is our highly skilled personnel. These personnel could leave us and thereby deprive us of the skill and knowledge essential for performance of our existing and new business. The overall level of benefits and compensation offered to employees of Celera following the split-off may be less than that offered to these employees as part of Applied Biosystems (now Life Technologies). In addition, some of our employees may have additional or different responsibilities following the split-off as a result of the fact we are an independent public company. If any of our key personnel leaves for one of these or any other reason, it could harm our operating results and financial condition.

Furthermore, because we have previously relied on Applied Biosystems (now Life Technologies) corporate personnel in the operation of our business, we must train existing personnel or hire new management personnel to perform functions previously performed by these employees. We cannot assure you that we will be able to effectively train or hire employees in a timely manner or that this transition will not result in an interruption of our services. Any interruption could harm our ability to continue to develop and manage our business.

Ethical, legal, and social issues may decrease demand for our diagnostic products and clinical laboratory testing business. Genetic testing has raised issues regarding confidentiality and the appropriate uses of the resulting information. For example, concerns have been expressed regarding the use of genetic test results by insurance carriers or employers to discriminate on the basis of this information, resulting in barriers to the acceptance of genetic tests by consumers. These concerns could lead to governmental authorities calling for limits on, or regulation of the use of, genetic testing or prohibiting testing for genetic predisposition to some diseases, particularly those that have no known cure. Were any of these scenarios to occur, it could reduce the potential markets for our business and, therefore, harm our operating results and financial condition and net income.

The FDA has issued draft guidance on IVDMIAs, which may prevent others from using our diagnostic products. The FDA has issued draft guidance on a new class of laboratory developed tests called In-Vitro Diagnostic Multivariate Index Assays, or IVDMIAs. This draft guidance, which was issued in 2006 and 2007, represents the FDAs first public discussion of its position on IVDMIAs, which generally are tests developed by a single clinical laboratory for use only in that laboratory, and which combine the values of multiple variables using an interpretation function to yield a single patient-specific result for use in the diagnosis, prevention, or treatment of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents diseases or other conditions. If this draft guidance becomes final and is enforced, a laboratory-developed test that meets the definition of an IVDMIA could not be used for diagnostic purposes before the laboratory receives FDA clearance or approval for use of that test. The requirements for FDA clearance or approval are evolving, but could include the requirement that the laboratory seek clearance pursuant to Section 510(k) of the Federal Food, Drug and Cosmetic Act, or FFDCA. The Section 510(k) clearance process generally requires the filing of notice with the FDA with clinical data demonstrating that the product and its intended purpose are substantially equivalent to a diagnostic device that is already cleared or approved for marketing by the FDA. If a 510(k) premarketing clearance is not obtained, the laboratory could be required to file a FDA pre-market approval or PMA application under the FFDCA, which must demonstrate that a diagnostic device is safe and effective, and must be supported by more extensive information than required for a 510(k) notification. However, because the IVDMIA guidance document sets forth a new classification, and that guidance remains in draft form, we cannot be certain how, or if, this new classification will affect our business, or if the clearance process will be modified from that described above.

We do not believe that the tests currently offered by us are IVDMIAs, as set forth in the draft guidance document, and, therefore, these tests would not be directly affected if the final rules apply the same criteria as the draft guidance. However, clinical laboratories that license some of our intellectual property might be developing tests using our intellectual property, and these laboratory-developed tests may be considered IVDMIAs by the FDA. The requirement of FDA clearance or approval for any of these tests could discourage their development, or delay or prevent them from being used if developed, which in turn, could delay or prevent altogether payments to us from the use of these laboratory-developed tests. Also, it is possible that some of our current or future diagnostic products could be indirectly affected because other companies might want to use our diagnostic products as part of an IVDMIA, although we are not aware of any customers that currently use our diagnostic products in this manner. The requirement of FDA clearance or approval for any of these tests could discourage their development, or delay or prevent them from being used if developed, which in turn, could affect the demand for our products being used as a part of these tests. In addition, some of our future tests used in our clinical laboratory testing services could meet the definition of an IVDMIA and therefore require FDA clearance or approval.

Our clinical laboratory testing service business could be adversely impacted by CMS adoption of the new coding set for diagnoses. CMS has adopted a new coding set for diagnosis, commonly known as ICD-10, which significantly expands the coding set for diagnoses. The new coding set is currently required to be implemented by October 1, 2013. We may be required to incur significant expense in implementing the new coding set, and if we do not adequately implement it, our business could be adversely impacted. In addition, if as a result of the new coding set physicians fail to provide appropriate codes for desired tests, we may not be reimbursed for such tests.

We need to maintain federal and state operating licenses and similar clearances to conduct our clinical laboratory testing. BHLs clinical laboratory, located in Alameda, California, is regulated by the Clinical Laboratory Improvement Amendments of 1988, or CLIA. CLIA is a federal law that regulates clinical laboratory testing performed on specimens derived from humans for the purpose of providing information for the diagnosis, prevention, or treatment of disease. CLIA is intended to ensure the quality and reliability of clinical laboratory testing in the United States. BHLs CLIA certification requires its clinical laboratory to be inspected every other year in addition to being subject to random CLIA inspections. BHLs clinical laboratory is also subject to license requirements imposed by the State of California. California laws establish quality standards for day-to-day operation of the clinical laboratory, including the training and skills required of personnel and quality control. BHLs California and New York state licenses require periodic inspections by the state laboratory licensing authorities. If a CLIA or state inspector finds deficiencies, that finding could lead to the revocation or suspension of, or limitations being placed upon, BHLs CLIA accreditation or California, New York, or other state licenses. Any revocation, suspension, or limitation could prevent BHL from performing all or some of its clinical laboratory testing services and could harm our operating results and financial condition.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We no longer have early access to Applied Biosystems (now Life Technologies) instrumentation, reagents, and technologies for use in our diagnostic products and services. Prior to the split-off from Applied Biosystems (now Life Technologies), we had access to Applied Biosystems (now Life Technologies) instrumentation, reagents and technologies before they were made available to unaffiliated third parties. This early access provided a competitive advantage to us in developing our products business. After the split-off, our business relationship with Applied Biosystems (now Life Technologies) is similar to that of any other customer. This change in access to new technologies could harm our competitive position.

The FDA now requires that diagnostic products be submitted as systems that include an IVD instrument. We do not manufacture the instruments used for our diagnostics products and thus are reliant on third parties for their supply. Accordingly, in the event we seek the registration of new diagnostic products with the FDA, or chose or are required for competitive reasons to upgrade existing products, including our ViroSeq HIV-1 Genotyping System and HLA products, both of which are currently run on Research Use Only instruments, we could be required to submit those products on an IVD instrument for FDA review. We have been in discussions with Applied Biosystems (now Life Technologies) for access to a next generation capillary electrophoresis sequencer that may be developed under requirements needed to achieve FDA clearance or approval. Failure to reach agreement with Applied Biosystems (now Life Technologies) on access to a suitably developed instrument and the required documentation to support an FDA submission could delay or prevent our registration of new and next-generation sequencing products for U.S. commercialization. We may need to identify another instrument manufacturer that has an IVD sequencing instrument or that is willing to work with us to develop one suitable for registration with the FDA. There may not be any other instrument manufacturer with a suitable instrument or that is willing to work with us. Failure to achieve registration of our sequencing products on an IVD sequencer could lead to an inability to sell sequencing products in the U.S.

The historical financial information of Celera may not be representative of our results as an independent entity, and, therefore, may not be reliable as an indicator of our historical or future results. The historical financial information we have included in this Transition Report on Form 10-KT for the years ended June 30, 2008, 2007 and 2006, may not reflect what our results of operations, financial position and cash flows would have been had we been an independent entity during these periods. This is because, in part, the financial information reflects allocations for services provided to Celera by Applied Biosystems (now Life Technologies). These allocations may not reflect the costs we incur for similar or incremental services as an independent entity.

We could encounter difficulties if we were to expand our diagnostic product manufacturing and clinical laboratory testing services. If there were a substantial increase in the demand for our products or services, we would have to increase the capacity of our facilities or establish alternate manufacturing or service arrangements with other companies. We may not be able to effectively manage large increases in capacity. In addition to the difficulties that are inherent in the expansion, development, or acquisition of new facilities, our operations are government regulated and any facility expansion or acquisition would require regulatory approvals, clearances or licenses and/or would need to meet standards specified in applicable laws and regulations. Facilities used for clinical laboratory testing services are subject, on an ongoing basis, to federal and state regulation under CLIA and California, New York, and other state laws and regulations, which is described above in these risk factors. Also, our diagnostic product manufacturing facilities are subject, on an ongoing basis, to the FDAs Quality System Regulation, international quality standards and other regulatory requirements, including requirements for good manufacturing practices, and the State of California Department of Health Services Food and Drug Branch requirements. We may encounter difficulties expanding our diagnostic product manufacturing operations or our laboratory testing services in accordance with these regulations and standards, which could result in a delay or termination of product manufacturing or laboratory testing services.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Our business may be harmed by any disruption to our computer hardware, software, and Internet applications. Our business requires manipulating and analyzing large amounts of data, communicating the results of the analysis to our internal research personnel and our collaborators via the Internet and tracking and communicating the results, via the Internet and other modalities, of the tests performed by our clinical laboratory testing business. Also, we rely on a global enterprise software system to operate and manage our business. Our business, therefore, depends on the continuous, effective, reliable, and secure operation of our computer hardware, software, networks, Internet servers, and related infrastructure. To the extent that our hardware or software malfunctions or there is an interruption in Internet service in a way that affects access to our data by our accounting and billing departments, internal research personnel or collaborators or access to our laboratory testing results by referring professionals or patients, our operating results and financial condition could be harmed.

Our computer and communications hardware is protected through physical and software safeguards. However, it remains vulnerable to fire, storm, flood, power loss, earthquakes, telecommunications failures, physical or software break-ins, software viruses, and similar events. If we fail to maintain the necessary computer capacity and data to support our accounting and billing departments and our collaborators and licensees discovery, research, and development activities, including our associated computational needs, we could experience a loss of or delay in revenues. In addition, any sustained disruption in Internet access provided by other companies could harm our operating results and financial condition.

We are changing our marketing strategy for our clinical laboratory testing services, and our new strategy could harm our revenues. In the past, we focused on actively marketing our clinical laboratory testing services to accounts that referred large volumes of specimens for our services. We believe that the continued growth of our clinical laboratory services requires a change to our sales strategy, moving away from a focus on large-volume accounts and instead developing local market territories comprised of at least one large volume account and additional lower volume accounts located near the large-volume accounts. We are implementing this marketing strategy within each of our sales territories and believe that it should be implemented over the next several years. As a result of this strategy change, we expect to relocate most of our existing clinical educators and develop centrally-located sites, referred to as 4myheart Centers, for the delivery of disease management and patient education services and patient resources. These new 4myheart Centers will be developed based on market demand and will service a wide geography of patients mostly by telephone. Because each new 4myheart Center is expected to have a unique service offering tailored to its particular market, and the costs of operating these centers will vary from market to market, we may not accurately forecast the investment required to develop or operate these new centers. These marketing and organizational changes may harm the business we currently receive from our existing accounts, and under our new strategy we may not be successful in generating business from new accounts to the extent anticipated.

Our rights under the split-off agreements we have entered into with Applied Biosystems (now Life Technologies) may be less favorable to us than if we had remained a business segment of Applied Biosystems (now Life Technologies) and the terms of our master purchase agreement we have entered into with Applied Biosystems (now Life Technologies) may be less favorable to us than if it had been negotiated with an unaffiliated third party. The terms of the split-off agreements we have entered into with Applied Biosystems (now Life Technologies) may be less favorable to us than if we remained part of Applied Biosystems (now Life Technologies). For example, some of the intellectual property rights are being made available to us on a non-exclusive basis through the master purchase agreement, which also covers materials currently provided to us by Applied Biosystems (now Life Technologies) used in our products and services and research and development, as well as future Applied Biosystems (now Life Technologies) materials. The master purchase agreement provides for current pricing for all materials and components for the first year after the split-off, with

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents price increases during each subsequent year of the agreement subject to a combination of the Producer Price Index and Employment Cost Index. This could result in us paying more for these products than if we remained part of Applied Biosystems (now Life Technologies). In addition, Applied Biosystems (now Life Technologies) has licensed to us specified intellectual property rights which we and Applied Biosystems (now Life Technologies) will seek to license to various third parties in the human in vitro diagnostics field. Revenues from these third-party licenses will be shared equally between us and Applied Biosystems (now Life Technologies). We currently have a limited right to license this intellectual property to third parties in the human diagnostics field and receive all revenues from these licenses. This could result in us receiving less from these licenses than if we remained part of Applied Biosystems (now Life Technologies).

In addition, we have negotiated our split-off agreements, including our master purchase agreement, with Applied Biosystems (now Life Technologies). Had these agreements been negotiated with unaffiliated third parties, their terms might have been more favorable to us.

Our separation agreement with Applied Biosystems (now Life Technologies) requires us to indemnify Applied Biosystems (now Life Technologies) for specified liabilities, including liabilities relating to the Celera business, specified litigation and one-half of any liabilities resulting from the split-off. Under the terms of our separation agreement with Applied Biosystems (now Life Technologies), we have agreed from and after the split-off date to indemnify Applied Biosystems (now Life Technologies) for indemnifiable losses relating to or resulting from, among other things: the failure to satisfy or otherwise discharge liabilities of Celera; our assets and liabilities; our failure to observe our obligations under the separation agreement or our other split-off agreements with Applied Biosystems (now Life Technologies) from and after the split-off date; the class action lawsuit relating to Applied Biosystems (now Life Technologies) offering of shares of Celera Group tracking stock in 2000, as well as other actions pending on the split-off date or that may arise in the future, to the extent such actions are ultimately determined to relate to or arise out of the Celera business, assets or liabilities; one-half of liabilities resulting from the split-off, the separation agreement and/or the registration statement filed in connection therewith; and liabilities resulting from the oversight and/or management of the businesses and affairs of Applied Biosystems (now Life Technologies) or one or both of Celera or Applied Biosystems (now Life Technologies) prior to the split-off, but only to the extent that such liabilities arise out of or relate to the businesses, assets or liabilities of Celera prior to the split-off or Celera benefited from such oversight and/or management prior to the split-off.

There is no limit on the maximum amount of monetary damages for which we may be required to indemnify Applied Biosystems (now Life Technologies) under the separation agreement. As a result, successful indemnification claims, to the extent not covered by insurance, could harm our financial condition and results of operations.

Our clinical laboratory testing services depend primarily on a single courier for the delivery of our clinical specimens. Substantially all patient specimens are sent by healthcare providers and other clinical laboratories to our clinical testing laboratory by an established international overnight shipping service. We use overnight shipping because patient specimens are biological materials that can spoil if not tested on a timely basis after collection from a patient. Therefore, any interruption in shipping, even one that is short in duration, could interfere with our

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents services and harm our business. Our primary couriers shipping network relies on various modes of transportation, including trucks and airplanes. The transportation of specimens could therefore be delayed or prevented by natural or man-made disasters or other events that interfere with these modes of transportation, including earthquakes, floods, power outages, inclement weather, and terrorism. If there is a delay in the delivery of patient samples that are in-transit, we would have no way to prevent these samples from spoiling. Although there are other companies that provide similar overnight courier services, many of the circumstances that could interfere with our primary couriers services likely would interfere with the services of other similar couriers. Additionally, we do not have a guaranteed pricing arrangement with our primary courier and may be subject to unanticipated price changes. If we need to switch to a different courier because of circumstances that are unique to our primary courier or due to a change in our primary couriers pricing, it could take us several days or longer to establish an agreement with a new courier, the shipping rates might not be as favorable to us, and our testing services would likely be interrupted. The inability to receive the specimens and perform our tests, even if only for a short period of time, or the loss of specimens due to shipping delays, could interrupt our business and harm our reputation.

Commercialization of our diagnostic products is dependent on our agreement with Abbott Molecular, Inc. We lack our own sales organization to sell our diagnostic products to unaffiliated clinical testing laboratories. Accordingly, we are reliant on the efforts of our distributor, Abbott Molecular, Inc., for the sales, promotion, and distribution of most molecular diagnostic products manufactured by us. Although this is a long-term arrangement, the agreement contains provisions that could result in early termination for reasons that include the following: material breach of the agreement by either company that is not cured following 60 days written notice and upon specified insolvency events. The amount and timing of resources to be devoted to sales activities by Abbott Molecular are generally not within our control. Failure by Abbott to devote sufficient resources to the distribution of our products or the termination of the distribution agreement could harm our operating results and financial condition.

Our successful development of diagnostic products may depend on entering into other collaborations, alliances, and partnership arrangements with other companies. Our strategy for the discovery, development, clinical testing, manufacturing and/or commercialization of most of our diagnostic product candidates includes entering into collaborations and similar arrangements with other companies, in addition to our agreements with Abbott. Depending on the nature of the product candidate, our potential collaborators may include pharmaceutical companies, clinical reference laboratories, diagnostic imaging equipment suppliers, or other companies. We have identified some potential new collaborators, but have not yet entered into any collaboration arrangements with them. Although we have expended, and continue to expend, time and money on internal research and development programs, we may be unsuccessful in creating diagnostic product candidates that would enable us to form additional collaborations and alliances and, if applicable, receive milestone and/or royalty payments from collaborators. Other companies may not be interested in entering into these relationships with us, or may not be interested in doing so on terms that we consider acceptable.

Our development and commercialization of diagnostic products could be harmed if collaborators or licensees fail to perform under their agreements with us or if they terminate those agreements. Each of our existing collaboration, license, and similar agreements with other companies for the development and commercialization of products, including our distribution agreement and royalty agreement with Abbott, may be canceled under some circumstances. These agreements generally may be terminated under circumstances including a material breach or default of the agreement, a change in control, or the insolvency or bankruptcy of either party. In addition, the amount and timing of resources to be devoted to research, development, clinical trials, and commercialization activities by our collaborators and licensees are generally not within our control. We expect that collaboration, license, and similar agreements entered into in the future, if any,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents will have similar terms and limitations. Furthermore, even if these agreements contain commitments regarding these activities, our collaborators or licensees may not perform their obligations as expected. If collaborators or licensees terminate their agreements or otherwise fail to conduct their collaborative or licensed activities in a timely manner, or at all, the development or commercialization of diagnostic products may be delayed or prevented. If we assume responsibility for continuing diagnostic programs on our own after termination of a collaboration, license, or similar agreement, we may be required to devote additional resources to product development and commercialization or we may need to cancel some development programs. Any reallocation of additional resources to product development and/or commercialization or cancellation of development programs may harm our operating results and financial condition.

Our licensing and royalty revenues depend on our licensees and partners maintenance of their agreements with us and their sales of their products. We derive revenues from our licensees and partners product sales under a number of agreements. Such agreements include our royalty agreement with Abbott, our small molecule sale agreements and our intellectual property license agreements. In addition, we derive licensing revenues from intellectual property licensed from Applied Biosystems (now Life Technologies) to third parties in the human diagnostics field. Even if these licensees and partners perform their obligations as required by these agreements, their ability to develop, manufacture and commercialize products successfully is uncertain. Since the royalties payable to us under these agreements generally depend on our licensees and partners sales of their products, which are not within our control, their failure in commercializing their products or maintaining or increasing the sales volumes of their products may harm our operating results and financial condition. In addition, certain of these intellectual property license agreements permit our licensees to pay us an upfront license fee over a period of time during which they have the right to terminate the agreements. In the event that a licensee terminates its license agreement before the upfront license fee is paid in full, we will not be paid any remaining license fee.

Our diagnostic product candidates may never result in a commercialized product. Most of our diagnostic product candidates are in various stages of research and development and the ability to commercialize those product candidates, including through collaborators or licensees, is uncertain. Development of existing product candidates will require significant additional research and development efforts by us or our collaborators or licensees before they can be marketed. For potential diagnostic products, these efforts include extensive clinical testing to confirm the products are safe and effective and may require lengthy regulatory review and clearance or approval by the FDA and comparable agencies in other countries. Furthermore, even if these products are found to be safe and effective and receive necessary regulatory clearances or approvals, they may never be developed into commercial products due to considerations such as inability to obtain needed licenses to intellectual property owned by others, market and competitive conditions, and manufacturing difficulties or cost considerations. Our inability to produce commercialized products could harm our operating results and financial condition.

Development and commercialization of diagnostic product candidates depends on the satisfaction of regulatory requirements. In the U.S., either we or our collaborators or licensees must show through pre-clinical studies and clinical trials that each of our or our collaborators or licensees diagnostic product candidates is safe and effective for each indication before obtaining regulatory clearance or approval from the FDA for the commercial sale of that product as an in vitro diagnostic product with clinical claims. Outside of the U.S., the regulatory requirements for commercialization vary from country to country. This regulatory review and approval process can take many years and require substantial expense and may not be successful. If we or our collaborators or licensees fail to adequately show the safety and effectiveness of a diagnostic product candidate because, for example, the results from pre-clinical studies are different from the results that are obtained in clinical trials, regulatory clearance or approval could be delayed or denied. Without regulatory clearance or approval, we or our collaborators or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents licensees may be unable to complete the development or commercialization of the product for which clearance or approval was sought. The inability of us or our collaborators or licensees to commercialize products could harm our operating results and financial condition.

The FDA has issued an interpretation of the regulations governing the sale of ASRs which could prevent or delay our or our collaborators or licensees sales of these products and harm our operating results and financial condition. In September 2007, the FDA published Guidance for Industry and FDA Staff: Commercially Distributed Analyte Specific Reagents (ASRs): Frequently Asked Questions, clarifying the FDAs interpretation of the regulations governing the sale of ASR products. ASRs are a class of products that do not require regulatory clearance or approval. The FDAs guidance document contains an interpretation of the ASR regulations that, we believe, represents a departure from FDA practice and policy prior to the release of the FDAs draft guidance in September 2006, regarding products that can be characterized as ASRs. We believe that all of our current ASR products, other than our HLA ASR products, will meet the regulatory definition of an ASR, as set forth in the guidance document. Our products sold as ASRs include HLA products, Fragile X products, and deep vein thrombosis products. We similarly believe that all of the ASR products manufactured and sold by Abbott for which Abbott pays us royalties meet the regulatory definition of an ASR, as set forth in the guidance document. If the FDA does not agree with our interpretations of our ASR products, we may need to establish an appropriate action plan for any affected product, such as reconfiguring the product to bring it into compliance with the ASR definition or seeking clearance pursuant to Section 510(k) of the FFDCA. In June 2008, the FDA issued a letter that stated that the FDA might employ enforcement discretion to the sale of ASR products that did not meet the regulatory definition of an ASR, if a manufacturer met with the FDA and developed an approved plan to bring the products into compliance by reconfiguring the product or seeking the appropriate registration. We applied for and received assurance of such enforcement discretion for the sale of our HLA ASR products from the FDA, while working with the FDA under a pre-IDE for registering the HLA products. The FDA may change its position on enforcement discretion at its discretion, or we could fail to achieve the proposed plan for registering the HLA products, and we could be required to discontinue marketing the HLA ASRs. The Section 510(k) clearance process generally requires the filing of notice with the FDA with clinical data demonstrating that the product and its intended purpose are substantially equivalent to a diagnostic device that is already cleared or approved for marketing by the FDA. If a 510(k) premarketing clearance is not obtained, an FDA pre-market approval or PMA application must be filed under the FFDCA, which must demonstrate that a diagnostic device is safe and effective, and must be supported by more extensive information than required for a 510(k) notification. The process for obtaining an FDA pre-market approval or 510(k) clearance may be time-consuming, expensive, and difficult to obtain and there is no assurance that they will be obtained. Accordingly, under the new interpretation of the ASR regulations, the FDA could require us or Abbott to discontinue marketing current non-compliant products. Any discontinuation could be indefinite or permanent, and our business could be harmed. Also, the interpretation of the ASR regulations contained in the guidance document might make development of new ASR products more difficult, and this could similarly harm our operating results and financial condition.

Commercialization of our products depends on satisfaction of ongoing regulatory requirements. The manufacture of our and our collaborators and licensees diagnostic products is subject to the FDAs Quality System Regulation. Manufacturing problems with respect to any product, including non-compliance with this regulation, could result in withdrawal of regulatory clearance or approval for that product, and could also force us or our collaborators or licensees to suspend manufacturing of, reformulate, conduct additional testing for, and/or change the labeling for, that product. This could delay or prevent us from generating revenues from the sale of any affected diagnostic product.

Clinical trials of diagnostic product candidates may not be successful. Potential clinical trials of product candidates may not begin on time, may not be completed on schedule, or at all, or may not be sufficient for registration of the products or result in products that can receive necessary clearances or approvals. Numerous unforeseen events during, or as a result of, clinical testing could delay or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents prevent commercialization of our or our collaborators or licensees diagnostic product candidates. Diagnostic product candidates that appear to be promising at early stages of development or early clinical trials may later be found to be unsafe, ineffective, or to have limited medical value. If we are unable to successfully complete clinical trials for diagnostic product candidates, our operating results and financial condition would be harmed.

We could be harmed by disruptions to our critical manufacturing, clinical laboratory, or other facilities. We have headquarters, research and development, manufacturing, administrative, and clinical laboratory facilities in Alameda, Burlingame and South San Francisco, California and do not have alternative facilities or manufacturing or testing backup plans. Our California facilities are located near major earthquake faults. Although following the split-off we have purchased insurance policies covering damages to our operations and facilities resulting from some natural disasters, including flooding, windstorm and lightning, the ultimate impact of disruptions caused by earthquakes, other natural disasters or weather-related events, or other causes, such as acts of terrorism, on us, our significant suppliers, and the general infrastructure is unknown, and our operating results could be harmed if a major earthquake or other disaster occurs. In particular, all of our laboratory testing services are performed at our clinical laboratory facility in Alameda and we do not have access to any backup facility should there be an interruption in operations due to earthquakes or other disasters. It would be expensive and time consuming to repair or replace our laboratory facility or the equipment located at that facility. Furthermore, if operations at our Alameda facility are interrupted, it may be difficult and time-consuming for us to hire another company to perform laboratory testing services, because we would need to find a laboratory that has the required state and federal licenses and would perform our testing services on terms and conditions that are acceptable to us. An earthquake or other disaster could likewise harm our manufacturing capabilities. However, the impact of a manufacturing disruption would depend, in part, on factors such as customer demand and inventory levels of our products. Also, the repair or replacement of our facility or equipment may require new regulatory approvals, clearances or licenses, which would further delay operations. A prolonged or sustained interruption in our facility or equipment could harm our operating results and financial condition.

We may pursue acquisitions, investments, or other strategic relationships or alliances, which may consume significant resources, may be unsuccessful, may require us to obtain financing on a stand-alone basis, and could dilute the holders of our common stock. Acquisitions, investments and other strategic relationships and alliances, if pursued, may involve significant cash expenditures, debt incurrence, additional operating losses, and expenses that could have a material adverse effect on our financial condition and operating results. Acquisitions involve numerous other risks, including: diversion of management time and attention from daily operations; difficulties integrating acquired businesses, technologies and personnel into our business; inability to obtain required regulatory approvals and/or required financing on favorable terms; entry into new markets in which we have little previous experience; potential loss of key employees, key contractual relationships, or key customers of acquired companies or of us; and assumption of the liabilities and exposure to unforeseen liabilities of acquired companies.

If these types of transactions are pursued, it may be difficult for us to complete these transactions quickly and to integrate these acquired operations efficiently into our current business operations. Any acquisitions, investments or other strategic relationships and alliances by us may ultimately harm our business and financial condition. In addition, future acquisitions may not be as successful as originally anticipated and may result in impairment charges. We have incurred these charges in recent years in relation to acquisitions. For example, since the year ended June 30, 2002 we have incurred charges for impairment of goodwill, intangibles and other assets and other charges of $30.4 million related to our acquisition of Paracel, Inc. Additionally, during the years ended June 30,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 2007 and 2006, we incurred charges totaling $28.8 million for severance and benefit costs and asset impairments relating to our acquisition of Axys Pharmaceuticals, Inc., and our subsequent decision to partner or sell our small molecule drug discovery and development programs, and the integration of Celera Diagnostics into us.

In the event we need to obtain financing to complete an acquisition, investment or other strategic relationship or alliance, we will have to do so on a stand-alone basis without reliance on Applied Biosystems (now Life Technologies) overall balance sheet. The cost to us of stand-alone financing may be materially higher than the cost of financing that we might have obtained as part of Applied Biosystems (now Life Technologies), and we may not be able to secure adequate debt or equity financing on desirable terms. Also, under the tax matters agreement and separation agreement that we have entered into with Applied Biosystems (now Life Technologies), to preserve the tax-free treatment of the split-off to Applied Biosystems (now Life Technologies), for the two-year period following the split-off we may be subject to restrictions on our ability to issue equity securities to satisfy financing needs, acquire businesses or assets with equity securities or engage in mergers or asset transfers that could jeopardize the tax-free status of the split-off. These restrictions may limit our ability to engage in these transactions (though if Applied Biosystems (now Life Technologies) were determined to be subject to tax on the distribution of our common stock, we would no longer be subject to these restrictions).

In addition, subject to these potential restrictions, acquisitions and other transactions may involve the issuance of a substantial amount of our common stock without the approval of our stockholders. Any issuances of this nature could be dilutive to our stockholders.

The market price and trading volume of our common stock may be volatile and may face negative pressure. Before the split-off, there was no trading market for the shares of our common stock. Our common stock issued in the split-off traded publicly for the first time following the split-off. Until, and possibly even after, orderly trading markets develop for our common stock, there may be significant fluctuations in price. Investors interest may not lead to a liquid trading market and the market price of our common stock may be volatile. This may result in short-or long-term negative pressure on the trading price of shares of our common stock.

The market price of our common stock may be volatile due to the risks and uncertainties described in this Risk Factors section, as well as other factors that may affect the market price, such as: conditions and publicity regarding the genomics, biotechnology, pharmaceutical, diagnostics, or life sciences industries generally; price and volume fluctuations in the stock market at large which do not relate to our operating performance; and comments by securities analysts or government officials, including those with regard to the viability or profitability of the biotechnology sector generally or with regard to intellectual property rights of life science companies, or our ability to meet market expectations.

The stock market has from time to time experienced extreme price and volume fluctuations that are unrelated to the operating performance of particular companies or the industries in which they compete.

In addition, our ability to achieve previously announced financial targets is subject to a number of risks, uncertainties, and other factors affecting our business and the genomics, biotechnology, pharmaceutical, diagnostics, and life sciences industries generally, many of which are beyond our control. These factors may cause actual results to differ materially. We describe a number of these factors throughout this document, including in this Risk Factors section. We cannot assure you that we will meet these targets. If we are not able to meet these targets, it could harm the market price of our common stock.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Future sales of our stock could adversely affect our stocks market price and our ability to raise capital in the future. Sales of substantial amounts of our common stock could harm the market price of our stock. This also could harm our ability to raise capital in the future. The shares issued in the split-off are freely tradable without restriction under the Securities Act of 1933 (the Securities Act) by persons other than affiliates, as defined under the Securities Act. Any sales of substantial amounts of our common stock in the public market, or the perception that those sales might occur, could harm the market price of our common stock.

We will not solicit the approval of our stockholders for the issuance of authorized but unissued shares of our common stock unless this approval is deemed advisable by our Board of Directors or is required by applicable law, regulation or stock exchange listing requirements. The issuance of those shares could dilute the value of our outstanding shares of common stock.

We do not expect to pay dividends on our common stock. We currently do not expect to pay any dividends on our common stock for the foreseeable future. Holders of our common stock will have to rely on a rise in the market price of our common stock, if any, to earn a return on their investment in our common stock, which rise is uncertain and unpredictable. As a result, you should not rely on an investment in our common stock as a source of dividend income.

Anti-takeover provisions could deter takeover attempts of Celera Corporation and limit appreciation of the market price for shares of our common stock. Our amended and restated certificate of incorporation, amended and restated by-laws, and Delaware law contain provisions that may have the impact of delaying or precluding an acquisition of our company without the approval of our Board of Directors. These provisions may limit the price that investors might be otherwise willing to pay in the future for shares of our common stock. These provisions include providing for a staggered Board of Directors, advance notice procedures for stockholder proposals and director nominations, as well as a provision in our amended and restated certificate of incorporation that does not afford stockholders the right to call a special meeting of stockholders. In addition, there are provisions of Delaware law that may also have the effect of precluding an acquisition of us without the approval of our Board of Directors.

Our collaborations with outside experts may be subject to restriction and change. We collaborate with scientific and clinical experts at academic and other institutions that provide assistance and guidance to our research and development efforts. These advisors and collaborators are not our employees and may have other commitments that limit their availability to us. Although they generally agree not to collaborate with our competitors, if a conflict of interest arises between their work for us and their work for another company or institution, we may lose the services of these experts. In addition, our advisors and collaborators sign confidentiality agreements that generally prohibit their use or disclosure of our confidential information other than in connection with our collaboration and, where applicable, require disclosure and assignment to us of their ideas, developments, discoveries and inventions arising under our collaboration. These confidentiality agreements generally have a term that lasts for so long as the collaboration is in effect, plus a specified period afterward and are generally terminable by either party upon a breach of the agreement by the other party and, in some cases, upon written notice. These agreements generally permit us to seek injunctive or other relief to prevent unpermitted use or disclosure of our confidential information. However, it is possible that valuable proprietary knowledge may become publicly known or otherwise available to other parties, including our competitors, through these experts.

We may be exposed to product liability or other legal claims relating to our products and services. Clinicians, patients, third-party payors, and others may at times seek damages from us based on testing or analysis errors caused by a technicians misreading of results, mishandling of the patient samples, or similar

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents claims. Product liability or other claims, or product recalls, regardless of the ultimate outcome, could harm our reputation and require us to spend significant time and money in litigation and to pay significant damages. These damages, if not covered by adequate insurance, could harm our operating results and financial condition.

Our operations are subject to potential exposure to environmental liabilities. Our research and development activities, manufacturing activities, and clinical laboratory testing activities involve the controlled use of potentially hazardous materials, including biological materials, chemicals, and various radioactive compounds. Also, some of our diagnostic products are hazardous materials or include hazardous materials. We cannot completely eliminate the risk of accidental or other contamination or injury from these materials, and we could be held liable for resulting damages, which could be substantial. We do not maintain environmental liability insurance and any potential environmental damages for which we become liable may not be covered under our existing insurance policies. Under some laws and regulations, a party can be subject to strict liability for damages caused by some hazardous materials, which means that a party can be liable without regard to fault or negligence. We could be held similarly responsible for the actions of our other collaborators or licensees. In addition, we are subject to federal, state, local, and foreign laws, regulations, and permits governing the use, storage, handling, and disposal of hazardous materials and specified waste products, as well as the shipment and labeling of materials and products containing hazardous materials. If we are found to be liable for our use of hazardous materials, or fail to comply with any of these laws, regulations, or permits, or if we are held indirectly responsible for the conduct of our collaborators or licensees found to be non-compliant, we could be subject to substantial fines or penalties, payment of remediation costs, loss of permits, and/or other adverse governmental action. Any of these events could harm our operating results and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS Not Applicable.

ITEM 2. PROPERTIES The following is a list of our principal and other material operating facilities and their principal uses. All of our facilities are leased. Except as otherwise noted below, substantially all of the space in these facilities is used by us, and these facilities are maintained in good working order.

Approx. Floor Expiration Date Location Area in Sq. Ft. of Lease Principal Use Business Segment (2) Alameda, CA 48,000 2011 Manufacturing and Products, Corporate administration Alameda, CA 28,000 2011 Research and administration Products, Corporate Alameda, CA 40,000 2014 Clinical laboratory Lab Services Burlingame, CA 20,000 2009 Administration Lab Services South San Francisco, CA 11,000 2011 Manufacturing Products Rockville, MD (1) 41,000 2010 Research and administration Corporate

(1) In February 2009, we announced our intention to vacate this property by the end of September 2009. An additional approximately 34,000 square feet at this facility is currently vacant. Applied Biosystems (now Life Technologies) occupies an additional approximately 34,000 square feet at this facility. (2) For definitions of our business segments, refer to Note 20 to our consolidated financial statements.

We also lease, through 2011, an 85,000 square foot facility in Pasadena, California, which was previously used for our Paracel, Inc. operations. We have vacated all of the space in this facility and have subleased

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents substantially all of the vacated space. In addition, we own a 44,000 square foot facility in South San Francisco, California, located on land we lease under a long-term ground lease. This facility was previously used for our small molecule drug discovery and development operations. We are seeking to sell the facility, but have not yet found a purchaser.

ITEM 3. LEGAL PROCEEDINGS

We have from time to time been involved in various lawsuits, arbitrations, investigations, and other legal actions. These legal actions have involved, for example, commercial, intellectual property, securities, and employment matters. We believe that we have meritorious defenses against the claims currently asserted against us and intend to defend them vigorously. However, the outcome of legal actions is inherently uncertain, and we cannot be sure that we will prevail in our defense of claims currently asserted against us.

In addition to legal actions to which we are a party, we may be required under our separation agreement with Applied Biosystems (now Life Technologies) to indemnify Applied Biosystems (now Life Technologies) for damages, costs and other liabilities incurred by Applied Biosystems (now Life Technologies) relating to existing and future lawsuits, arbitrations, investigations, and other legal actions to which Applied Biosystems (now Life Technologies) is or may become a party, to the extent related to our business. For more information, see the sections entitled Risk Factors Applied Biosystems (now Life Technologies) is subject to a class action lawsuit relating to its offering of shares of Celera Group tracking stock in 2000 that may result in liabilities for which we have agreed to indemnify Applied Biosystems (now Life Technologies), and Risk Factors Our separation agreement with Applied Biosystems (now Life Technologies) requires us to indemnify Applied Biosystems (now Life Technologies) for specified liabilities, including liabilities relating to the Celera business, specified litigation and one-half of any liabilities resulting from the split-off.

On May 15, 2008, we received a letter from the National Institutes of Health, or NIH, following up on previous correspondence and discussions and requesting that we enter into a license agreement with the NIH for its U.S. Patent No. 5,252,477 in connection with our ViroSeq HIV-1 Genotyping System, and that we pay royalties in respect of all of our past sales of this product (which NIH alleged to be approximately $1.9 million), and in respect of future sales of this product. Although we have had discussions with the NIH on this matter, we continue to believe that the NIHs patent is not applicable to our ViroSeq HIV-1 Genotyping System and that the NIH is not entitled to any royalties from the sale of this product.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Prior to July 1, 2008, we operated as a reporting unit of Applied Biosystems (now Life Technologies), formerly known as Applera, and not as a stand-alone company. Applied Biosystems (now Life Technologies) established the following two classes of common stock, sometimes referred to as tracking stocks, which were intended to reflect separately the relative performance of Applied Biosystems (now Life Technologies) two businesses: Applied Biosystems Group common stock that was intended to reflect the relative performance of the Applied Biosystems Group; and Celera Group common stock that was intended to reflect the relative performance of the Celera Group.

As of December 27, 2008, there were 81,241,461 shares of our common stock outstanding. Our common stock has been quoted on the NASDAQ Stock Market under the symbol CRA since July 1, 2008. As of December 27, 2008, we had 4,630 shareholders of record. The last reported sale price of our common stock on the NASDAQ Stock Market on December 26, 2008 (the last trading day before our period end) was $10.32 per share.

The following summarizes the high and low sales prices per share of our common stock for the two quarters in the transition period ended December 27, 2008:

High Low Three months ended September 27, 2008 $17.56 $10.86 Three months ended December 27, 2008 $16.00 $7.72

Dividends We do not anticipate paying any dividends on our common stock in the foreseeable future because we expect to retain our earnings for use in the operation and expansion of our business. The payment and amount of dividends, if any, will be subject to the discretion of our Board of Directors and will depend, among other things, on our financial condition, results of operations, cash requirements, future prospects and other factors that may be considered relevant by our Board of Directors.

Securities Authorized for Issuance Under Equity Compensation Plans This information is incorporated by reference from Part III, Item 12 of this Transition Report on Form 10-KT.

The graph below compares cumulative shareholder returns for the Company as compared with the NASDAQ Composite Index and the NASDAQ Biotechnology Index for the period from July 1, 2008 (the date Celera Corporation common stock began trading on the NASDAQ Stock Market) to December 27, 2008. The graph assumes an investment of $100 as of July 1, 2008.

The following summarizes the cumulative total return at December 27, 2008 assuming an investment of $100 as of July 1, 2008.

July 1, December 27, 2008 2008 Celera Corporation $100 $ 90 NASDAQ Composite Index $100 $ 66 NASDAQ Biotechnology Index $100 $ 89

(1) This section is not soliciting material, is not deemed filed with the SEC, is not subject to the liabilities of Section 18 of the Exchange Act and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Uses of Proceeds from Registered Securities No proceeds were received following the filing of our Form S-1 Registration Statement with the SEC on June 19, 2008.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Issuer Purchases of Equity Securities This table provides information about our purchases of Celera Corporation common stock during the last quarter of the six months ended December 27, 2008:

Total Number Maximum of Shares Number of Purchased Shares that as Part of May Yet be Publicly Purchased Total Number Average Announced Under the of Shares Price Paid Plans or Plans or Period Purchased (1) per Share Programs Programs September 28, 2008 - October 27, 2008 October 28, 2008 - November 27, 2008 103,427 $ 9.42 November 28, 2008 - December 27, 2008 Total 103,427 $ 9.42

(1) During the last quarter of the six months ended December 27, 2008, we repurchased 103,427 shares of our common stock, at an average price of $9.42, to satisfy tax obligations upon the vesting of restricted stock under the 2008 Stock Incentive Plan. We may make similar repurchases in the future to satisfy employee tax obligations upon the vesting of restricted stock.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ITEM 6. SELECTED FINANCIAL DATA In July 2008, we changed our fiscal year from a June 30 fiscal year end to a 52 or 53 week fiscal year generally ending on the last Saturday in December. The following table sets forth selected financial data for the six month transition period ended December 27, 2008, the six months ended December 31, 2007 and the five years ended June 30, 2008, 2007, 2006, 2005 and 2004. The selected historical consolidated financial information has been adjusted to show our historical financial condition and results of operations as though we were a separate company as of the dates and for the periods presented. We have derived the selected historical statements of financial position information as of December 27, 2008, June 30, 2008 and June 30, 2007 and the statements of operations data for the six months ended December 27, 2008, and the years ended June 30, 2008, 2007 and 2006 from our audited financial statements included in this Transition Report on Form 10-KT. We have derived the selected financial data as of and for the six months ended December 31, 2007 from historical unaudited financial information. We have derived the selected historical statements of financial position information as of June 30, 2006 and the statements of operations data for the year ended June 30, 2005 from our audited financial statements included in our Form S-1 Registration Statement filed with the SEC on June 19, 2008. The statements of financial position data as of June 30, 2005 and 2004 and the statements of operations data for the year ended June 30, 2004 have been derived from historical unaudited financial information.

The information in the following table is derived from the consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, consistently applied, except for the provisions of Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payments, which were adopted as of July 1, 2005, as discussed in Note 1 to our consolidated financial statements and the provisions of Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, which were adopted as of July 1, 2007, as discussed in Note 14 to our consolidated financial statements.

In October 2007, we acquired all of the outstanding capital stock of Berkeley HeartLab, Inc., and substantially all of the assets of Atria Genetics Inc., as discussed in Note 2 to our consolidated financial statements.

You should read this selected financial data in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this Transition Report on Form 10-KT. The historical financial information for the years ended June 30, 2008, 2007, 2006, 2005 and 2004 may not be representative of our results as an independent entity and, therefore, may not be reliable as an indicator of our historical or future results.

Six months ended Years ended June 30, (Dollar amounts in millions December 27, December 31, except per share amounts) 2008 (a) 2007 (b) 2008 (c) 2007 (d) 2006 (e) 2005 (f) 2004 (g) Net revenues $ 93.1 $ 56.5 $138.7 $43.4 $46.2 $66.5 $96.8 Net (loss) income (13.1 ) 1.0 (110.5) (20.6 ) (63.6 ) (78.0 ) (58.3 ) Net (loss) income per share Basic and diluted (0.16 ) 0.01 (1.39 ) (0.26 ) (0.84 ) (1.06 ) (0.80 ) Cash, cash equivalents and short-term investments 316.5 345.8 335.0 564.8 573.4 672.4 748.7 Total assets 667.9 816.3 678.8 782.7 790.0 920.7 1,058.0

(a) The six months ended December 27, 2008 included the following pre-tax charges: amortization of purchased intangible assets of $5.4 million; employee-related charges including severance costs of $2.3 million; impairment of short-term investments of $3.2 million; and interest expense of $6.0 million related to the discounting of a long-term receivable to its present value. (b) The six months ended December 31, 2007 included the following pre-tax charges: amortization of purchased intangible assets of $2.1 million; and restructuring costs of $0.4 million.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (c) The year ended June 30, 2008 included the following pre-tax items: amortization of purchased intangible assets of $7.1 million; severance costs of $2.1 million; costs associated with the split-off from Applied Biosystems (now Life Technologies) of $3.7 million; other employee-related charges, asset impairments and other costs of $1.2 million; gain on the settlement of a legal matter of $1.1 million; and the impairment of a minority equity investment of $3.1 million. Discrete tax charges of $98.8 million were recognized primarily due to the split-off from Applied Biosystems (now Life Technologies). (d) The year ended June 30, 2007 included the following pre-tax items: revenue from the sale of a small molecule drug discovery and development program of $2.5 million; severance costs of $0.5 million; property impairment costs of $6.8 million; litigation costs of $3.5 million; a benefit of $0.6 million for a reduction in anticipated employee-related costs associated with severance and benefit charges recorded in the year ended June 30, 2006; and a gain on the settlement of a legal matter of $2.4 million. Discrete tax benefits of $1.4 million were recognized due to R&D tax credits. (e) The year ended June 30, 2006 included the following pre-tax items: revenue from the sale of small molecule drug discovery and development programs of $8.6 million; amortization of purchased intangible assets of $1.1 million; costs associated with the exit from the small molecule drug discovery and development programs of $26.2 million; a charge on the settlement of a legal matter of $0.7 million; and gains on the sale of minority equity investments of $7.6 million. (f) The year ended June 30, 2005 included the following pre-tax charges: amortization of purchased intangible assets of $2.9 million; and employee-related charges, asset impairments and other costs of $2.6 million. Discrete tax benefits of $2.2 million were recognized due to R&D tax credits. (g) The year ended June 30, 2004 included the following pre-tax items: amortization of purchased intangible assets of $2.9 million; property impairment costs of $18.1 million; and gain on the sale of a minority equity investment of $24.8 million.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of the following managements discussion and analysis is to provide an overview of the business of Celera to help facilitate an understanding of significant factors influencing our historical operating results, financial condition, and liquidity and also to convey our expectations of the potential impact of known trends, events, or uncertainties that may impact our future results. The following should be read in conjunction with our consolidated financial statements and related notes. Historical results and percentage relationships are not necessarily indicative of operating results for future periods.

Business Overview We are a diagnostics business that delivers personalized disease management through a combination of products and services incorporating proprietary discoveries. We are organized into three reporting segments, a clinical laboratory testing service business (Lab Services), a products business (Products), and a segment that includes other activities under corporate management (Corporate). Our Lab Services business, conducted through Berkeley HeartLab, Inc. (BHL), offers a broad portfolio of clinical laboratory tests and disease management services designed to help healthcare providers improve cardiovascular disease treatment regimens for patients. Our Products business develops, manufactures, and oversees the commercialization of molecular diagnostic products, most of which are commercialized through distribution and royalty agreements with Abbott Molecular, a subsidiary of Abbott Laboratories. Our Corporate segment includes revenues from royalties, licenses, funded collaborations and milestones related to the licensing of certain intellectual property and from our former small molecule and proteomic programs.

Relationship with Applied Biosystems (now Life Technologies) Prior to July 1, 2008, we operated as a reporting unit of Applied Biosystems (now Life Technologies), formerly known as Applera, and not as a stand-alone company. Applied Biosystems (now Life Technologies) established the following two classes of common stock, sometimes referred to as tracking stocks, which were intended to reflect separately the relative performance of Applied Biosystems (now Life Technologies) two businesses: Applied Biosystems Group common stock that was intended to reflect the relative performance of the Applied Biosystems Group; and Celera Group common stock that was intended to reflect the relative performance of the Celera Group.

On July 1, 2008, Applied Biosystems (now Life Technologies) separated the Celera Group reporting unit from Applied Biosystems (now Life Technologies) remaining businesses by means of a redemption of each outstanding share of Celera Group common stock in exchange for one share of common stock of Celera Corporation. Upon the separation, we held all of the businesses, assets and liabilities attributed to the Celera Group and became an independent, publicly-traded company. Our common stock began trading on The NASDAQ Stock Market on July 1, 2008 under the symbol CRA.

In November 2008, Applied Biosystems (now Life Technologies) merged with Invitrogen Corporation to form a new company, Life Technologies Corporation (Life Technologies).

We historically have received substantial administrative services and management from Applied Biosystems (now Life Technologies), and we engaged in some related-party transactions with Applied Biosystems (now Life

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Technologies). Prior to the split-off, we also benefited from free access to all of Applied Biosystems (now Life Technologies) technology and know-how, and license agreements that Applied Biosystems (now Life Technologies) had entered into with third parties related to intellectual property.

Although we are now an independent public company, we continue to have contractual and commercial relationships with Applied Biosystems (now Life Technologies). We entered into a separation agreement and several related agreements with Applied Biosystems (now Life Technologies) in connection with the split-off. These agreements govern our relationship with Applied Biosystems (now Life Technologies) after the split-off and provide for the allocation of employee benefit, tax and certain other liabilities and obligations attributable to periods before the split-off. These agreements also include arrangements with respect to intellectual property, interim services and a number of ongoing commercial relationships.

Basis of Presentation Prior to the split-off, Celera was a reportable segment of Applied Biosystems (now Life Technologies) and our financial information was included in Applied Biosystems (now Life Technologies) consolidating financial information. Our consolidated financial statements prior to July 1, 2008 include the assets and liabilities of Applied Biosystems (now Life Technologies) that were specifically attributed to us.

Following the split-off, on July 1, 2008, we became a stand-alone company with our own consolidated financial statements. As a result, the comparability of certain items has been affected, including stockholders equity.

In October 2007, we acquired all of the outstanding capital stock of BHL, and substantially all of the assets of Atria Genetics Inc. (Atria), as discussed in Note 2 to our consolidated financial statements. The results of these operations have been included in our consolidated financial statements from the date of their acquisition.

The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements and related disclosures, which have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. All significant intracompany transactions and balances have been eliminated in consolidation.

Revision of Prior Period Financial Statements During the third calendar quarter of 2008, we identified errors in the tax accounting associated with the split-off from Applied Biosystems (now Life Technologies). The impact of these errors was an understatement of $6.5 million of the tax provision and net loss for the three and twelve months ended June 30, 2008. We assessed the materiality of these errors on the consolidated financial statements for the year ended June 30, 2008, in accordance with the SECs Staff Accounting Bulletin No. 99, Materiality and concluded that the errors were not material for either period. We also concluded that correcting the errors during the three months ended September 27, 2008, would have materially misstated the results of the quarter. Accordingly, in accordance with the SECs Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the financial statements for the year ended June 30, 2008 have been revised to correct for the immaterial errors and to allow for the correct recording of these transactions.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Set out below are the line items within the consolidated financial statements as of and for the year ended June 30, 2008 that have been impacted by the revisions. The revisions had no net impact on our Consolidated Statement of Cash Flows for the year ended June 30, 2008.

Year Ended June 30, 2008 (Dollar amounts in thousands except per share amounts) As Reported As Revised Consolidated Statement of Operations Provision for income taxes $89,122 $95,576 Net loss 104,064 110,518 Basic and diluted net loss per share 1.31 1.39 Consolidated Statement of Financial Position Prepaid expenses and other current assets $32,831 $34,228 Total current assets 416,653 418,050 Total assets 677,357 678,754 Other long-term liabilities 21,162 29,013 Total liabilities 51,604 59,455 Accumulated net loss 941,906 948,360 Total stockholders equity 625,753 619,299 Total liabilities and allocated net worth 677,357 678,754

Business Developments In February 2009, we announced our intention to close our Rockville, Maryland facility by the end of the third quarter of 2009. This facility has historically housed the majority of our proteomic research, and there will be a workforce reduction of approximately 20 positions as a result of this decision. This decision reflects the substantial completion of the research phase of the proteomics projects at Rockville, with the diagnostic lung cancer program expected to be transferred to our Alameda facility for further advancement.

In February 2009, BHL initiated commercialization activities for a cheek (or buccal) swab version of the KIF6 test.

In December 2008, we terminated our strategic alliance with Abbott, effective October 1, 2008, and entered into two new agreements with Abbott. Under a new distribution agreement, Abbott is now the exclusive distributor for a specified group of our diagnostic products. Under a new royalty agreement, we receive royalties on the sale by Abbott of m2000 reagents, instruments, service and related consumables, and Abbott receives royalties on the sale of certain Celera genetic tests.

In December 2008, we launched the AlleleSEQR® Chimerism RUO product, which is capable of differentiating and quantitating mixed DNA samples such as those present in bone marrow transplant recipients.

In November 2008, we entered into a pharmacogenomic agreement with Abbott to assess if genetic variants we have identified can predict how patients may respond to treatment for one of Abbotts investigational compounds. The identification of treatment response markers may assist in further development of the drug.

In September 2008, together with research collaborators at Brigham and Womens Hospital, we published data in Atherosclerosis reporting that a variant of the LPA gene is associated with a two-fold higher risk of major cardiovascular events (myocardial infarction, ischemic stroke and cardiovascular death). This study was consistent with our previous findings of an increased risk associated with this LPA variant and showed that the excess risk was eliminated by taking low dose aspirin. This research collaboration has resulted in the filing of a jointly-owned patent application by Brigham and Womens Hospital and us on this gene variants association with cardiovascular events and aspirin benefit. We have obtained an exclusive worldwide royalty-bearing license to Brigham and Womens Hospitals interest in the jointly-owned intellectual property.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In July 2008, BHL commercialized a novel, proprietary, blood-based KIF6 testing service. The BHL KIF6 testing service is based on our published research and identifies people that studies show are at elevated risk for coronary heart disease and that may benefit from statin therapy.

Known Trends and Uncertainties Reasonably Likely to Impact Future Results of Operations Recent global market and economic conditions have been unprecedented and challenging, with tighter credit conditions and recession in most major economies continuing into 2009. As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors have led to a decrease in spending by businesses and consumers alike, and a corresponding decrease in global infrastructure spending. Continued turbulence in the U.S. and international markets and economies and prolonged declines in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to obtain external debt or equity financing to meet our liquidity needs.

Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. In preparing these statements, we are required to use estimates and assumptions. While we believe we have considered all available information, actual results could affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. We believe that, of the significant accounting policies discussed in Note 1 to our consolidated financial statements, the following accounting policies require our most difficult, subjective or complex judgment: Revenues and Accounts Receivable; Asset Impairment; Income Taxes; Share-Based Compensation; Allocation of Applied Biosystems (now Life Technologies) Corporate Expenses; and Allocation of Purchase Price to Acquired Assets and Liabilities in Business Combinations.

Revenues and Accounts Receivable The following describes only the areas that are most subject to our judgment. Refer to Note 1 to our consolidated financial statements for a more detailed discussion of our revenue recognition policy.

In the normal course of business, we enter into arrangements whereby revenues are derived from multiple deliverables. In these revenue arrangements, we record revenue in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition and when there are multiple deliverables we allocate revenue in accordance with Emerging Issues Task Force Consensus Issue 00-21, Revenue Arrangements with Multiple Deliverables, and related pronouncements. In these revenue arrangements, we record revenue as the separate elements are delivered to the customer if the delivered item is determined to represent a separate earnings process, there is objective and reliable evidence of the fair value of the undelivered item, and delivery or performance of the undelivered item is probable and substantially in our control. Revenues from multiple-element arrangements involving license fees, upfront payments and milestone payments, which are received and/or billable in connection with other rights and services that represent our continuing obligations, are deferred until all of the multiple elements have been delivered or until objective and verifiable evidence of the fair value of the undelivered elements has been

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents established. We determine the fair value of each element in multiple-element arrangements based on the prices charged when the similar elements are sold separately to third parties. If objective and verifiable evidence of fair value of all undelivered elements exists but objective and verifiable evidence of fair value does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the revenues from delivered elements are not recognized until the fair value of the undelivered element or elements has been determined. Contract interpretation is normally required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, and if so, how the price should be allocated among the deliverable elements, when to begin to recognize revenue for each element, and the period over which revenue should be recognized.

Our net revenues include patient test service revenues associated with BHLs operations. We recognize this revenue on completion of the testing process and when the test results are sent to the ordering healthcare provider. Disease management revenue is deferred and recognized over the period when disease management services are available to the patient. Revenues from contract and non-contract payors are recorded net of allowances for differences between amounts billed and estimated receipts based on historical activity. Adjustments to estimated receipts, based on final settlement, are recorded in revenue on settlement.

Our reported net product revenues include our product sales to Abbott and equalization revenue we received from Abbott, prior to the termination of our strategic alliance (see Note 19 to our consolidated financial statements for a description of our relationship with Abbott). Our alliance with Abbott was terminated effective October 1, 2008, and replaced with distribution and royalty agreements. Under the terms of the distribution agreement, we recognize product revenue, net of estimated sales returns and allowances, at the time of shipment. Royalties are recognized as earned under the terms of the royalty agreement.

Prior to the termination of the Abbott alliance agreement, all revenues, costs and expenses of the alliance were shared equally by both parties. Research and development and administrative costs incurred by us in connection with the Abbott alliance prior to its termination, are presented on a gross basis in our consolidated statements of operations. At the end of each reporting period, the two companies compared a statement of revenues and expenses for alliance activities recorded by each party. A calculation was made to determine the amount that needed to be paid to evenly split both the revenue and expenses. The payment to us was referred to as the equalization payment, which we recorded as revenue. The timing and nature of equalization revenue led to fluctuations in both reported revenues and gross margins from period to period due to changes in end-user sales of alliance products and differences in relative operating expenses between the alliance partners.

We recognize royalty revenues when earned over the term of the agreement in exchange for the grant of licenses to use our products or some technologies for which we hold patent rights. We recognize revenue for estimates of royalties earned during the applicable period, based on managements best estimate, which takes into account historical activity, and make revisions for actual royalties received in the following quarter. Historically, these revisions have not been material to our consolidated financial statements. For those arrangements where royalties cannot be reasonably estimated, we recognize revenue based on royalty statements or the receipt of cash from our licensees.

Upfront nonrefundable license fees are recognized when due under contractual agreement, unless there are specific continuing performance obligations requiring deferral of all or a portion of these fees. If we cannot conclude that a license fee is fixed and determinable at the outset of an arrangement, revenue is recognized as payments from third parties become due.

We have an established process to estimate and review the collectibility of our receivables. Bad debt expense is recorded in SG&A expenses in order to maintain an appropriate level of allowance for doubtful accounts. Receivables are reserved based on specific identification and on their respective aging categories. Our process for determining the appropriate level of the allowance for doubtful accounts involves judgment, and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents considers the age of the underlying receivables, type of payor, historical and projected collection experience, current economic and business conditions, and other external factors that could affect the collectibility of our receivables. The allowance for doubtful accounts is reviewed for adequacy, at a minimum, on a quarterly basis. An account is written-off against the allowance for doubtful accounts when reasonable collection efforts have been unsuccessful and it is probable the receivable will not be recovered.

Asset Impairment Inventory Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Reserves for obsolescence and excess inventory are provided based on historical experience and estimates of future product demand. If actual demand is less favorable than our estimates, inventory write-downs may be required.

Investments Publicly traded minority equity investments are recorded at fair value, with the difference between cost and fair value recorded to accumulated other comprehensive income (loss) within stockholders equity. When the fair values of these investments decline below cost, and the decline is viewed as other-than-temporary, the cost basis is written-down to fair value, which becomes the new cost basis, and the write-down is included in current earnings. We determine whether a decline in fair value is other-than-temporary based on the extent to which cost exceeds fair value, the duration of the market decline, the intent to hold the investment, and the financial health of, and specific prospects for, the investee.

Goodwill and Indefinite Lived Intangible Assets We test goodwill for impairment at the reporting unit level annually, or earlier if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We have concluded that our operating segments should be considered as our reporting units for goodwill impairment purposes. If the carrying value of goodwill is determined to be impaired, the amount of goodwill is reduced and a corresponding charge is made to earnings in the period in which the goodwill is determined to be impaired.

In accordance with the requirements of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, a two-step impairment test is used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired, and the second step of the test is not required. If necessary, the second step of the impairment test, used to measure the amount of impairment loss, compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

The first step of the impairment test requires management to make estimates regarding the fair value of the reporting units to which goodwill has been assigned. In determining the fair value of the reporting units, we use a combination of the income approach and the market approach.

Under the income approach, the fair value of the reporting units is estimated based on the present value of expected future cash flows. The income approach is dependent on a number of factors including estimates of forecasted revenue and operating costs, appropriate discount rates and other variables.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Under the market approach, we estimate the value of the reporting units by comparison to similar businesses whose securities are actively traded in the public market. This requires management to make certain judgments about the selection of comparable companies and/or comparable recent company and asset transactions and transaction premiums.

We conducted an impairment test of our goodwill in the quarter ended December 27, 2008 using a combination of the market and income methods. We concluded that the fair value of each reporting unit was in excess of its book value, thereby indicating that no impairment was required. We may be required to record an impairment charge in the future for adverse changes in market conditions or poor operating results of a reporting unit.

Indefinite lived intangible assets are tested for impairment on an annual basis in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. We acquired the Atria and BHL trade names in October 2007; these assets are not subject to amortization and were tested for impairment in the quarter ended December 27, 2008 using an income method approach. The BHL trade name was not considered to be impaired. The book value of the Atria trade name was determined to be in excess of its estimated fair value. As a result of this determination, we recorded an impairment charge of $0.3 million in the Consolidated Statement of Operations for the six months ended December 27, 2008.

Long-Lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events which could trigger an impairment review include, among others, a decrease in the market value of an asset, the assets inability to generate income from operations and positive cash flow in future periods, a decision to change the manner in which an asset is used, a physical change to the asset or a change in business climate. We calculate estimated future undiscounted cash flows, before interest and taxes, resulting from the use of the asset and its estimated value at disposal and compare it to its carrying value in determining whether impairment potentially exists. If a potential impairment exists, a calculation is performed to determine the fair value of the long-lived asset. This calculation is based on a valuation model and discount rate commensurate with the risks involved. Third party appraised values may also be used in determining whether impairment potentially exists.

Income Taxes Deferred taxes represent the difference between the tax bases of assets or liabilities, calculated under tax laws, and the reported amounts in our consolidated financial statements. Deferred tax assets include items that can be used as a tax deduction or credit in our tax return in future years for which we have already recorded the tax benefit in our consolidated statements of operations or items that have already been included in our tax return income but have yet to be recorded as income in our consolidated statements of operations. We record a valuation allowance against deferred tax assets if it is more likely than not that we will not be able to utilize these assets to offset future taxes. We determine if a valuation allowance is necessary based on estimates of future taxable profits and losses, tax planning strategies and other positive and negative evidence.

The provisions for taxes were determined using the asset and liability approach prescribed by SFAS No. 109, Accounting for Income Taxes. We have historically been included in the consolidated return of Applied Biosystems (now Life Technologies). We recorded federal income tax provisions based on Applied Biosystems (now Life Technologies) consolidated return approach taking into account our relative contribution (positive or negative) to Applied Biosystems (now Life Technologies) consolidated federal taxable income, tax liability, and tax credit positions. Prior to the year ended June 30, 2008, we recorded tax benefits for tax assets that could be used in the current or future periods based on Applied Biosystems (now Life Technologies) consolidated return approach. Tax benefits we acquired in business combinations that were used on an Applied Biosystems (now Life Technologies) consolidated basis were reimbursed to us. Tax benefits generated by us since July 1,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 1998, which could be used on a consolidated basis, were also reimbursed to us by Applied Biosystems (now Life Technologies) up to a limit of $75 million.

Under the Celera Diagnostics joint venture agreement, which was restructured during the year ended June 30, 2006 (refer to Note 19 to our consolidated financial statements), Applied Biosystems (now Life Technologies) reimbursed us for federal tax benefits generated by Celera Diagnostics to the extent these tax benefits were used by Applied Biosystems (now Life Technologies). These tax benefits were not subject to the $75 million limit described above. The amounts used by Applied Biosystems (now Life Technologies) that were not reimbursed to us were recorded to the allocated net worth of the Celera and Applied Biosystems Groups.

Prior to the split-off, Applied Biosystems (now Life Technologies) filed state and local income taxes on either a separate, consolidated, or combined basis, depending on the tax laws of the respective jurisdictions. We recorded state and local income tax provisions and related tax payments or refunds based on our contributions to state or local tax liabilities on a separate return basis. However, deferred tax assets determined on a separate return basis that were utilized on Applied Biosystems (now Life Technologies) consolidated or combined returns due to the income of other members of the consolidated or combined group were eliminated from the deferred tax accounts through our net worth. Therefore, the state deferred tax attributes, as reported, reflect those that are available for carryforward on returns as filed.

We regularly assess the likelihood of tax adjustments in each of the tax jurisdictions in which we have operations and account for the related financial statement implications. Determining an appropriate level of tax reserves requires us to exercise judgment regarding the uncertain application of tax law. In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, which supplements SFAS No. 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 requires a two-step approach under which the tax effect of a position is recognized only if it is more-likely-than-not to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement of the tax position. This is a different standard for recognition than the approach previously required. Both approaches require us to exercise considerable judgment and estimates are inherent in both processes. We adopted the provisions of FIN 48 as of July 1, 2007. As a result of our adoption of FIN 48 we recognized a decrease of $34.9 million to our accumulated net loss relating to our uncertain tax positions (refer to Note 14 to our consolidated financial statements).

Under the terms of the tax matters agreement between Applera and its affiliates and Celera and its affiliates entered into in connection with the split-off, certain tax assets were transferred to Celera. To preserve the allocation of one of the tax assets transferred to us, Applied Biosystems (now Life Technologies) was required to make a specific tax election on its federal tax return for the period ended June 27, 2008. We put Applied Biosystems (now Life Technologies) on notice that the election must be made. Applied Biosystems (now Life Technologies) refused to make the election on its federal tax return filed on March 16, 2009 and, pursuant to applicable tax regulations, that decision is irrevocable. This action has resulted in the elimination of approximately $8.7 million of our non-current deferred tax assets at December 27, 2008. Because of the full valuation allowance against these tax assets, there is no affect on our net deferred tax assets at December 27, 2008. We believe that Applied Biosystems (now Life Technologies) failure to make the election constitutes a material breach of the tax matters agreement. We intend to pursue our rights and remedies with respect to this matter.

Share-Based Compensation Our Board of Directors has approved the Celera Corporation 2008 Stock Incentive Plan (the Plan) and reserved 20 million shares of our common stock for issuance under the Plan. Prior to the split-off, our employees, as part of Applied Biosystems (now Life Technologies), were granted stock options, restricted stock and restricted stock units related to Celera Group common stock. Applied Biosystems (now Life Technologies) also

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents sponsored an employee stock purchase plan for Celera Group common stock. Refer to Note 13 to our consolidated financial statements for further information.

Effective July 1, 2005, Applied Biosystems (now Life Technologies) adopted the provisions of SFAS No. 123, Share-Based Payment (revised 2004) for all of its share-based compensation plans. SFAS No. 123(R) requires entities to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Applied Biosystems (now Life Technologies) adopted SFAS No. 123(R) using the modified prospective method of transition. This method requires the provisions of SFAS No. 123(R) to be applied to new awards from and after the date of adoption and to any awards that were unvested as of the date of adoption, but did not require prior periods to be restated. We recognize compensation expense for our stock options and restricted shares on a straight-line basis over the requisite service period for the entire grant. The expense associated with shares issued under our historical employee stock purchase plans was recognized as costs were incurred.

The fair value of our stock options is estimated using the Black-Scholes option pricing model, which was developed for use in estimating the value of freely-traded options that have no vesting restrictions and are fully transferable. Similar to other option pricing models, this model requires the input of highly-subjective assumptions, including the stock price volatility. Our stock options have characteristics significantly different from traded options, and changes in the input assumptions can materially affect the fair value estimates.

The expected term of our stock options is determined based on historical exercise patterns, which factor in the historical weighted average holding period from grant date to settlement date and from vest date to exercise date. The historical exercise patterns are used to project future settlement of outstanding stock options. The forfeiture assumption rates are also based on historical experience. The expected volatility over the expected term is determined based on the historical volatility of our stock.

Allocation of Applied Biosystems (now Life Technologies) Corporate Expenses Applied Biosystems (now Life Technologies) historically allocated corporate costs relating to general, administrative and shared service activities to its business units using a proportional cost allocation methodology, as discussed below. These services included executive management, legal, risk management, cash management, human resources (including benefits), tax compliance, accounting, information technology, investor relations, external reporting, internal audit and services relating to Applied Biosystems (now Life Technologies) Board of Directors.

Costs associated with specific services provided were determined based on actual usage, transactions processed or estimated proportionate effort. Where costs could not practically be determined by specific utilization, these costs were primarily allocated based on head count, total expenses and revenues attributed to us. We believe the allocations included in our consolidated financial statements are reasonable and have been consistently applied.

Allocation of Purchase Price to Acquired Assets and Liabilities in Business Combinations The cost of an acquired business is assigned to the tangible and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. We assess fair value using a variety of methods, which may include the use of independent appraisers, present value models, and estimation of current selling prices and replacement values. Amounts recorded as intangible assets are based on assumptions and estimates regarding the amount and timing of projected revenues and costs, appropriate risk-adjusted discount rates, as well as assessing the competitions ability to commercialize products before we can. Also, on acquisition, we determine the estimated economic lives of the acquired intangible assets for amortization purposes. Actual results may vary from projected results.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Results of Operations The following discussion and analysis relates to our results of operations for the six months ended December 27, 2008 and December 31, 2007, and the years ended June 30, 2008, 2007 and 2006. The selected financial information contained in the table below should be read in conjunction with our consolidated financial statements and accompanying notes.

Six Months Ended Years Ended June 30, December 27, December 31, (Dollar amounts in millions) 2008 2007 2008 2007 2006 Net revenues $ 93.1 $ 56.5 $138.7 $43.4 $46.2 Cost of sales 27.5 14.5 39.8 17.6 19.7 Gross margin 65.6 42.0 98.9 25.8 26.5 Selling, general and administrative 52.2 28.2 74.6 30.4 36.8 Research and development 15.6 21.3 40.9 51.7 94.3 Amortization and impairment of purchased intangible assets 5.4 2.1 7.1 1.1 Employee-related charges, asset impairments and other 2.3 0.4 7.0 10.3 26.2 Legal settlements (1.1 ) (2.4 ) 0.7 Operating loss (9.9 ) (10.0 ) (29.6 ) (64.2) (132.6) (Loss) gain on investments (3.2 ) (3.1 ) 7.6 Interest income 4.8 11.6 17.8 27.8 22.4 Interest expense (6.0 ) Other (expense) income, net (0.1 ) 0.5 (0.2 ) (Loss) income before income taxes (14.3 ) 1.5 (14.9 ) (35.9) (102.8) Benefit (provision) for income taxes 1.2 (0.5 ) (95.6 ) 15.3 39.2 Net (loss) income $ (13.1 ) $ 1.0 $(110.5) $(20.6) $(63.6 ) The following table sets forth the components of our net revenues from external customers by segment:

Six Months Ended Years Ended June 30, December 27, December 31, (Dollar amounts in millions) 2008 2007 2008 2007 2006 Lab Services $ 59.3 $ 21.2 $69.4 $ $ Products 21.7 14.2 32.5 25.8 26.8 Corporate 12.1 21.1 36.8 17.6 19.4 Net revenues from external customers $ 93.1 $ 56.5 $138.7 $43.4 $46.2

The following table summarizes our operating income (loss) by segment:

Six Months Ended Years Ended June 30, December 27, December 31, (Dollar amounts in millions) 2008 2007 2008 2007 2006 Lab Services $ 4.2 $ 2.0 $3.0 $ $ Products 4.0 (6.9 ) (11.0 ) (21.7) (17.7 ) Corporate (17.8 ) (5.1 ) (21.6 ) (42.5) (114.9) Elimination of intersegment income (0.3 ) Operating loss $ (9.9 ) $ (10.0 ) $(29.6 ) $(64.2) $(132.6)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Six Months Ended December 27, 2008 Compared to Six Months Ended December 31, 2007 (Unaudited) Revenues Lab Services revenues for the six months ended December 27, 2008 increased $38.1 million compared to the prior year period. Lab Services revenues for the six months ended December 31, 2007 of $21.2 million included revenues of BHL from the date of its acquisition in October 2007. Lab Services revenues for the six months ended December 27, 2008 benefited from increased test volumes and a contribution from KIF6 sales following the launch of BHLs blood-based test service in July 2008.

Prior to the termination of our alliance agreement with Abbott, effective October 1, 2008, the revenues of our Products segment included product sales to Abbott at cost and equalization revenue received under the alliance agreement. Equalization revenue resulted from an equal sharing of alliance profits and losses between the alliance partners and varied each period depending on the relative income and expense contribution of each partner. Under the terms of our new distribution agreement, Abbott is the exclusive distributor for a specified group of our diagnostic products. Sales under the distribution agreement are made to Abbott at a price that is based on Abbotts end-user sales price to third parties. Under the terms of our new royalty agreement with Abbott, we receive royalties on sales by Abbott of m2000 reagents, instruments, service and related consumables. Abbott receives royalties on the sale of certain of our genetic tests.

Research and development and administrative costs incurred by us under the terms of the Abbott alliance agreement were presented on a gross basis in our Consolidated Statements of Operations. All revenues, costs and expenses of the alliance, prior to its termination, were shared equally by both parties. The timing and nature of equalization payments led to fluctuations in both reported revenues and gross margins from period to period due to changes in end-user sales of alliance products and differences in relative operating expenses between the alliance partners.

Products revenue for the six months ended December 27, 2008 increased $7.5 million compared to the prior year period. The growth in revenues was primarily due to sales of Atria human leukocyte antigen (HLA) products following the acquisition of Atria in October 2007, higher sales of other Celera-manufactured products to Abbott and royalties from Abbott on the sale of RealTimeTM viral load assays used on the m2000TM system, partially offset by a decrease in equalization revenue. Equalization revenue decreased from $6.9 million for the six months ended December 31, 2007 to $5.3 million for the six months ended December 27, 2008, primarily as a result of the termination of the alliance agreement with Abbott.

Corporate revenue, which primarily consists of royalty, license and milestone payments, decreased $9.0 million for the six months ended December 27, 2008 compared to the prior year period. The prior year period included revenues of $3.0 million from the resale of our cathepsin S inhibitor program to a privately-held drug development company and $2.0 million from Merck and Co., Inc. (Merck) as a result of the cathepsin K inhibitor program entering a Phase III clinical trial. In addition, for the six months ended December 27, 2008 we recognized only one quarterly royalty revenue payment from Cepheid, one of our licensees, compared to two in the prior year period, as we changed our revenue recognition from an accrual basis to a cash-received basis for this license. This change was due to limitations in our ability to estimate the quarterly royalty revenue prior to receipt of payment in the subsequent quarter. Commencing for the quarter ended December 27, 2008, we began recording royalty revenue from this license on a cash-received basis.

Gross Margin Gross margin for the six months ended December 27, 2008 increased compared to the prior year period primarily as a result of the increase in net revenues.

Gross margin as a percentage of net revenues decreased to 70% for the six months ended December 27, 2008 compared to 74% for the prior year period. This decrease was primarily due to the exclusion of one quarter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents of the Cepheid royalty revenue and the inclusion of BHL operations for the full six months ended December 27, 2008. The gross margin percentage for the six months ended December 31, 2007 was positively impacted by revenues of $5.0 million derived from our former small molecule business.

Operating Expenses SG&A expenses increased by $24.0 million for the six months ended December 27, 2008 compared to the prior year period, primarily due to the inclusion of BHL expenses for the full six months ended December 27, 2008. SG&A expenses for BHL included $9.7 million of allowance for doubtful accounts for the six months ended December 27, 2008 compared to $2.2 million for the prior year period. The $9.7 million charge included $1.0 million for a billing dispute with a contractual payor. We have experienced an increased aging of our non-contractual payor and patient receivables as a result of changing and inconsistent payment patterns. Corporate SG&A expenses increased due to infrastructure build-out and transition activities related to our separation from Applied Biosystems (now Life Technologies).

R&D expenses decreased by $5.7 million for the six months ended December 27, 2008 compared to the prior year period primarily due to the completion of certain discovery research and development projects, including reduced proteomic-based target discovery and validation related activities, and associated lower employee costs in the Corporate and Products segments, and the restructuring of our strategic alliance with Abbott.

The increase in amortization and impairment of purchased intangible assets for the six months ended December 27, 2008 compared to the prior year period was due primarily to the acquisitions of BHL and Atria, which occurred in October 2007. We recorded an impairment charge of $0.3 million for the six months ended December 27, 2008 relating to the Atria trade name. An annual impairment test was performed utilizing a discounted cash flow valuation model. The book value of the asset was determined to be $0.3 million in excess of its calculated market value.

Employee-related charges, asset impairments and other expenses of $2.3 million for the six months ended December 27, 2008 included a $1.6 million charge related to the realization of pension costs as a result of the split-off from Applied Biosystems (now Life Technologies). Certain pension costs had been recorded in accumulated other comprehensive income following the adoption of SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, at June 30, 2007. The pension plan was terminated following the split-off from Applied Biosystems (now Life Technologies). We also recorded severance costs of $0.8 million for the six months ended December 27, 2008, partially offset by a pre-tax benefit of $0.1 million for a reduction in employee-related costs associated with severance and benefit charges recorded in the year ended June 30, 2007. Employee-related charges, asset impairment and other expenses of $0.4 million for the six months ended December 27, 2007 related to our share of net costs of a patent infringement suit between Abbott and Innogenetics N.V. (Innogenetics). In this lawsuit, Abbotts sale of Hepatitis C virus, or HCV, genotyping analyte specific reagents, or ASRs, was found to infringe a U.S. patent owned by Innogenetics. Damages of $7.0 million were awarded, and Abbott was ordered to withdraw its products from the market. Innogenetics did not name Celera as a party in this lawsuit, but we had an interest in these products and in the outcome of the litigation because the enjoined products were manufactured by us and sold through our relationship with Abbott. We agreed to share equally the cost of this litigation, including the damage award described above. Abbott appealed the judgment. In April 2008, Abbott and Innogenetics settled the patent infringement suit. The total costs incurred by us, including the initial pre-tax charge of $3.5 million recorded in the year ended June 30, 2007, were $3.9 million. In addition, through June 30, 2008, we recorded $2.9 million of legal fees in operating expenses associated with this litigation, $0.4 million of which were recorded in the year ended June 30, 2008.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Operating Income (Loss) The increase in the operating income of our Lab Services segment for the six months ended December 27, 2008 compared to the prior year period was primarily due to the inclusion of BHLs operating results for the full six months ended December 27, 2008.

Our Products segment had operating income for the six months ended December 27, 2008 compared to an operating loss for the prior year period. The change was primarily due to higher revenues as described above and a reduction in operating expenses, partially as a result of the termination of our alliance agreement with Abbott in October 2008.

The increase in the operating loss of our Corporate segment for the six months ended December 27, 2008 compared to the prior year period was primarily due to decreased revenues as described above. Also contributing to the increased operating loss was an additional quarter of amortization of purchased intangible assets related to the BHL and Atria acquisitions, increased SG&A expense, and increased employee-related charges, asset impairments and other expenses, partially offset by lower R&D expenses.

Loss on Investments The six months ended December 27, 2008 included a $3.2 million loss on investments for an other-than-temporary impairment of our investments in senior debt securities issued by Lehman Brothers Holdings, Inc. and Washington Mutual Bank N.V. The impairment charge resulted from a number of factors, including the magnitude and duration of the decline in market value, the regulatory and economic environment, and changes in the credit rating of the issuers.

Interest Income Interest income decreased for the six months ended December 27, 2008 compared to the prior year period, primarily due to lower average interest rates combined with lower balances of cash, cash equivalents and short-term investments.

Interest Expense Under the terms of our new agreements with Abbott, Abbott is required to repay our capital investment in the former alliance. The repayment is to be made in accordance with a specified schedule between 2013 and 2015. As a result of the fixed repayment terms and no imputed interest, we recorded interest expense of $6.0 million for the six months ended December 27, 2008 to discount the receivable to its present value of $24.8 million. This discount will be amortized as non-cash interest income over the scheduled repayment period.

Provision for Income Taxes The consolidated effective income tax rate for the six months ended December 27, 2008 was a benefit of 8.2%, compared to a provision of 33.3% for the prior year period. The decrease in the provision for income taxes was due to a reduction in the net deferred tax liability, our loss position for the six months ended December 27, 2008 compared to being profitable in the prior year period, and there being a full valuation allowance against the Companys federal deferred tax assets following the split-off from Applied Biosystems (now Life Technologies). A full valuation allowance was established against our federal deferred tax assets subsequent to the split-off from Applied Biosystems (now Life Technologies) as a result of our historic losses.

Year Ended June 30, 2008 Compared to the Year Ended June 30, 2007 Revenues Lab Services revenues for the year ended June 30, 2008 represented BHL revenues from the date of its acquisition in October 2007.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Net revenues for our Products segment for the year ended June 30, 2008 increased compared to the prior year primarily due to sales of Atria HLA products, partially offset by lower equalization revenue from Abbott. Atria was acquired in October 2007. Equalization revenue was $14.9 million for the year ended June 30, 2008 compared to $15.5 million for the year ended June 30, 2007.

Corporate revenues for the year ended June 30, 2008 included: $9.6 million from agreements with Siemens Medical Solutions Diagnostics, which included patent licenses for real-time PCR thermal cycling instruments and reagents in the human in vitro diagnostics field; $11.6 million from licenses with Cepheid relating to real-time PCR thermal cycler instruments; $3.0 million from the resale of our cathepsin S inhibitor program to a privately-held drug development company; and $2.0 million from Merck as a result of the cathepsin K inhibitor program entering a Phase III clinical trial. Corporate revenues for the year ended June 30, 2007 included $8.0 million of licensing revenue from Beckman Coulter, Inc. (Beckman Coulter) and $2.5 million from the sale of a small molecule drug discovery and development program to Schering AG (now Bayer Schering Pharma AG).

Gross Margin The increase in gross margin for the year ended June 30, 2008 compared to the prior year was primarily attributable to the sales of higher margin services and products due to the acquisitions of BHL and Atria, and higher Corporate licensing and royalty revenues.

Operating Expenses SG&A expenses increased for the year ended June 30, 2008 compared to the prior year primarily due to the inclusion of BHL expenses of $41.0 million for the year ended June 30, 2008. R&D expenses decreased for the year ended June 30, 2008 compared to the prior year primarily due to reduced proteomic-based target discovery and validation related activities.

The amortization of purchased intangible assets for the year ended June 30, 2008 related to the BHL and Atria acquisitions.

Employee related charges, asset impairments and other of $7.0 million for the year ended June 30, 2008, included $3.7 million of professional fees related to the split-off from Applied Biosystems (now Life Technologies), $1.7 million of severance and excess lease charges related to a further reduction of our proteomic-based activities, $1.3 million of severance and benefit costs related to the realignment of our R&D resources and $0.4 million related to our share of net costs of a patent infringement suit between Abbott and Innogenetics described above. This compared to $10.3 million for the year ended June 30, 2007, which included a $6.8 million charge for the impairment of an owned facility that was impaired initially in the year ended June 30, 2006, and a $3.5 million charge related to our estimated share of the costs of the patent infringement suit between Abbott and Innogenetics.

For the year ended June 30, 2007 we also recorded a $0.5 million charge for severance costs related to the reduction of our proteomics-based activities, and a benefit of $0.6 million for a reduction in anticipated employee-related costs associated with severance and benefit charges recorded for the year ended June 30, 2006.

We recorded gains of $1.1 million and $2.4 million for the years ended June 30, 2008 and 2007, respectively, related to the settlement of litigation matters associated with our former Online/Information Business, an information products and service business.

Operating Loss The operating loss for our Products segment decreased for the year ended June 30, 2008 compared to the prior year primarily due to higher revenues as described above. Also contributing to the decrease were lower employee-related charges, asset impairment and other costs, and reduced development expenditures, partially offset by higher SG&A expenses.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The operating loss for our Corporate segment decreased for the year ended June 30, 2008 compared to the prior year primarily due to the increase in royalty, licenses and milestones revenues as described above. Also contributing to the decrease were lower research expenses for proteomics-based activities and the realignment of our R&D resources, partially offset by the amortization of purchased intangible assets in the year ended June 30, 2008 attributable to the BHL and Atria acquisitions.

Loss on Investments A loss of $3.1 million was recorded for the year ended June 30, 2008 for an other-than-temporary impairment of a publicly traded minority equity investment. The impairment charge resulted from a number of factors, including the decline in market value, the financial condition, and future prospects for the investee.

Interest Income Interest income decreased for the year ended June 30, 2008 compared to the prior year primarily due to lower average cash and cash equivalents and short-term investments combined with lower average interest rates.

Provision for Income Taxes For the year ended June 30, 2008, we recorded a non-cash tax charge of $98.1 million to establish a valuation allowance against our deferred tax assets. As a result of the split-off, we are no longer a member of Applied Biosystems (now Life Technologies) consolidated return. Due to our post split-off separate taxpayer status and history of losses, management determined at the time of the split-off that it was more likely than not that the net deferred tax assets distributed to us in conjunction with the split-off would not be realized. This assessment required significant judgment and analysis of all the positive and negative evidence to determine whether deferred tax assets would more likely than not be realized. Our history of losses was considered significant negative evidence that was difficult to overcome and outweighed the positive evidence as it related to the future realizability of the net federal and state deferred tax assets. Consequently, a full federal valuation allowance was established after having considered reversing deferred tax liabilities. These deferred tax assets are expected to expire between 2009 and 2029, if not used before then. Refer to Note 14 to our consolidated financial statements for further information on income taxes.

Year Ended June 30, 2007 Compared to the Year Ended June 30, 2006 Revenues Revenues from our Products segment decreased for the year ended June 30, 2007 compared to the prior year. Revenues for the year ended June 30, 2006 included $2.6 million from Paracel Inc. (Paracel), a business we acquired in the year ended June 30, 2000, and made the decision to close in the year ended June 30, 2005. We also reported lower equalization revenue from Abbott for the year ended June 30, 2007, partially offset by higher product sales for the year ended June 30, 2007. Equalization revenue was $15.5 million for the year ended June 30, 2007 compared to $17.8 million for the year ended June 30, 2006.

Corporate revenues included licensing revenue from Beckman Coulter of $8.0 million for the year ended June 30, 2007, $2.5 million and $8.6 million for the years ended June 30, 2007 and 2006, respectively, from the sale of our small molecule drug discovery and development programs, $1.9 million for the year ended June 30, 2006 from the Online/Information Business, and higher royalties for the year ended June 30, 2007 compared with the prior period. Commencing in July 2006, Beckman Coulter began making quarterly payments totaling $20.0 million over ten quarters for diagnostic rights to some technology as part of a legal settlement between Beckman Coulter and Applied Biosystems (now Life Technologies). The last quarterly payment was recorded in the fourth calendar quarter of 2008.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Gross Margin The decrease in gross margin for the year ended June 30, 2007 compared to the prior year was primarily attributable to lower revenue from the sale of our small molecule programs and lower equalization revenue from Abbott for the year ended June 30, 2007, partially offset by increased licensing and royalty revenues. In addition, the year ended June 30, 2006 included revenues from the Online/Information and Paracel businesses.

Operating Expenses Both R&D and SG&A expenses decreased for the year ended June 30, 2007 compared to the prior year primarily due to the decision to exit small molecule drug discovery and development in the year ended June 30, 2006.

Employee-related charges, asset impairments and other decreased for the year ended June 30, 2007 compared to the prior year. Charges for the year ended June 30, 2006 related primarily to the decision to exit our small molecule drug discovery and development programs. The costs included $12.8 million of severance charges, $9.8 million of asset impairment charges related primarily to a write- down of the carrying amount of an owned facility to its then estimated current market value less estimated selling costs, as well as write-offs of leasehold improvements and equipment, $1.2 million related to excess lease space and $2.6 million of other charges.

For the year ended June 30, 2006, we recorded a $0.7 million charge related to the settlement of a patent infringement suit filed in March 2003 related to genotyping methods.

Operating Loss The operating loss of our Products segment for the year ended June 30, 2007 increased compared to the prior year primarily due to lower product revenues as previously described, partially offset by lower SG&A expenses. The year ended June 30, 2007 included a charge of $3.5 million for our estimated share of a damage award in litigation between Abbott and Innogenetics.

The operating loss of our Corporate segment decreased by $72.4 million for the year ended June 30, 2007 compared to the prior year primarily due to lower R&D and SG&A expenses as a result of our decision to exit small molecule drug discovery and development in the year ended June 30, 2006.

Gain on Investments For the year ended June 30, 2006, we recorded a gain of $7.6 million from the sale of minority equity investments.

Interest Income Interest income increased for the year ended June 30, 2007 compared to the prior year primarily due to higher average interest rates, partially offset by lower average cash and cash equivalents and short-term investments.

Provision for Income Taxes The increase in the effective income tax benefit rate for the year ended June 30, 2007 compared to the prior year was primarily attributable to the extension of the R&D tax credit, which included a tax benefit of $1.0 million related to the recognition of the prior year R&D tax credit, as a result of the Tax Relief and Health Care Act of 2006.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Discussion of Financial Resources and Liquidity We had cash and cash equivalents and short-term investments of $316.5 million at December 27, 2008, $335.0 million at June 30, 2008, and $564.8 million at June 30, 2007. We believe that existing funds are adequate to satisfy our normal operating cash flow needs and planned capital expenditures for at least the next twelve months.

We do not have a revolving credit agreement in place, although we may establish such a facility in the future.

The following table summarizes the components of our financial resources at December 27, 2008, June 30, 2008 and June 30, 2007:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Cash and cash equivalents $ 72.0 $47.3 $33.3 Short-term investments 244.5 287.7 531.5 Total cash and cash equivalents and short-term investments 316.5 335.0 564.8 Total debt 0.1 0.1

We maintain a portfolio of investments in marketable debt securities, which are recorded at fair value. To minimize our exposure to credit risk, we invest in corporate and government securities with strong credit ratings and have established guidelines relative to credit, diversification and maturity with the primary objective of maintaining safety of principal. We do not invest in derivative financial instruments or auction rate securities. Recent global market and economic conditions have become increasingly negative, with tighter credit conditions and recession in most major economies continuing into 2009. Further deterioration in the credit markets may have an adverse effect on the fair value of our investment portfolio.

A prolonged economic downturn or a continuing scarcity of credit could adversely affect the financial condition and levels of business activity of our customers. This may in turn have a corresponding negative impact on our future operating results as our customers may delay payment or suffer business failures that may cause us to record higher allowances for doubtful accounts in the future.

The overall decrease of cash and cash equivalents and short-term investments for the six months ended December 27, 2008 was primarily due to cash used by operating activities, additions to property, plant and equipment and intangible assets, and the impairment of certain securities within our short-term investment portfolio, partially offset by cash provided by financing activities. For the six months ended December 27, 2008, we recorded a decline in the market value of our investment portfolio of $7.1 million caused by market movements. We concluded that of the decline in market value, $3.2 million was other-than-temporary and, as a result, we recorded an impairment charge of $3.2 million in loss on investments in our Consolidated Statement of Operations. We do not believe the unrealized losses represent an other-than-temporary impairment based on our evaluation of available evidence as of December 27, 2008, and our intent to hold these investments until recovery of value or maturity.

The overall decrease of cash and cash equivalents and short-term investments at June 30, 2008 compared to the prior year resulted primarily from the cash acquisitions of BHL and Atria, additions to property, plant and equipment and intangible assets, and cash used by financing activities. The increase in cash and cash equivalents at June 30, 2008 compared to the prior year was primarily due to proceeds from the sales and maturities of available for sale investments, net of purchases, and stock issuances exceeding the amount expended on the acquisitions of BHL and Atria, the purchase of capital assets, and the repayment of debt assumed in the BHL acquisition.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Net cash flows for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006 were as follows:

Six Months Ended Years Ended June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 2006 Net cash used by operating activities $ (9.3 ) $(7.3 ) $(23.6) $(96.6 ) Net cash provided (used) by investing activities 28.7 24.0 (24.0) 135.5 Net cash provided (used) by financing activities 5.3 (2.7 ) 16.8 (2.1 ) Increase in cash and cash equivalents $ 24.7 $14.0 $(30.8) $36.8

Operating Activities For the six months ended December 27, 2008, income-related cash flow was $18.3 million offset by movements in operating assets and liabilities of $27.6 million. Income-related cash flow represents the net loss for the period adjusted for non-cash charges related to depreciation, amortization and impairment, non-cash interest expense, allowance for doubtful accounts, asset impairments, loss on investments, employee-related charges and other, share-based compensation, deferred income taxes, loss (gain) on disposal of assets and nonreimburseable utilization of tax benefits by Applied Biosystems (now Life Technologies).

The movements in operating assets and liabilities for the six months ended December 27, 2008 were due to: an increase of $17.9 million in accounts receivable attributable primarily to increased revenue and slower collections at BHL; an increase of $8.8 million in prepaid expenses and other assets primarily related to an increase in the investment in the former Abbott strategic alliance and prepaid insurance; a decrease of $2.7 million in accounts payable and other liabilities caused primarily by a decrease in accrued salaries and wages due to the timing of bonus payments, and deferred revenue, partially offset by increased accounts payable caused by the timing of payments; partially offset by a decrease in net inventory of $1.8 million.

For the year ended June 30, 2008, income-related cash flow of $14.2 million was offset by movements in operating assets and liabilities of $21.5 million. The movements in operating assets and liabilities were due to an increase of $21.3 million in accounts receivable due primarily to the acquisition of BHL in October 2007.

Net cash used by operating activities for the year ended June 30, 2007 was $73.0 million lower than for the year ended June 30, 2006. The lower use of cash resulted primarily from lower net cash operating losses and lower working capital requirements in fiscal 2007. Working capital benefited primarily from a lower decrease in accounts payable and other liabilities and higher proceeds from accounts receivable. The lower decrease in accounts payable and other liabilities was primarily due to exiting small molecule drug discovery and development and discontinuing the Online/Information business. The higher proceeds in accounts receivable was primarily due to the collection of receivables in fiscal 2007 related to exiting the small molecule business.

Investing Activities For the six months ended December 27, 2008, the net cash provided by investing activities of $28.7 million was due primarily to proceeds from the sale and maturity of available-for-sale securities exceeding the purchase of available-for-sale securities by $36.2 million. This was partially offset by additions to property, plant and equipment and intangible assets of $6.8 million, which included $2.6 million for the purchase of machinery and equipment, $1.1 million for the purchase of software licenses, $0.8 million for leasehold improvements at BHL including the build-out of 4myheart Centers, and $2.3 million related to the purchase of technology licenses as a result of the split-off from Applied Biosystems (now Life Technologies).

For the year ended June 30, 2008, the net cash provided by investing activities of $24.0 million was due primarily to proceeds from the sale and maturity of available-for-sale securities exceeding the cost of acquisition

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents of BHL and Atria and the purchase of available-for-sale securities by $27.6 million. This was partially offset by capital expenditures of $4.1 million, primarily related to leasehold improvements at BHLs laboratory and 4myheart Centers.

Capital expenditures were $2.4 million for the year ended June 30, 2007 and $4.8 million for the year ended June 30, 2006 and consisted of equipment purchases and leasehold improvements, the majority of which related to our diagnostics business. For the year ended June 30, 2007, purchases exceeded the proceeds received from the sales and maturities of available-for-sale investments. For the year ended June 30, 2006, cash was provided from the sales and maturities of available-for-sale investments, net of purchases of available-for-sale investments. In the year ended June 30, 2006 we received proceeds of $9.5 million primarily related to the sale of non-strategic minority equity investments.

Financing Activities For the six months ended December 27, 2008, the net cash provided by financing activities of $5.3 million included proceeds from the issuance of stock of $4.0 million and a contribution of $1.3 million received from Applied Biosystems (now Life Technologies), as a result of the split-off, towards the cost of replacing technology and software licenses.

For the year ended June 30, 2008, the net cash used by financing activities of $2.7 million was primarily due to the repayment of $10.6 million of debt assumed with the acquisition of BHL, partially offset by proceeds from the issuance of stock of $7.9 million.

For the year ended June 30, 2007, the net cash provided by financing activities of $16.8 million was due to proceeds from the issuance of stock.

In the year ended June 30, 2006, we received proceeds of $9.2 million from the exercise of stock options held by The Institute for Genomic Research (TIGR). TIGR received these options in the year ended June 30, 1999 in connection with the formation of Celera. Also in the year ended June 30, 2006, we paid $30 million to Applied Biosystems (now Life Technologies) as partial consideration for its interest in the Celera Diagnostics joint venture.

Off-Balance Sheet Arrangements An off-balance sheet arrangement includes any contractual obligation, agreement or transaction arrangement involving an unconsolidated entity under which we would have: (1) retained a contingent interest in transferred assets; (2) an obligation under derivative instruments classified as equity; (3) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development services with us; or (4) made guarantees.

At December 27, 2008, June 30, 2008 and June 30, 2007, we had no off-balance sheet arrangements or obligations.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Contractual Obligations Our significant contractual obligations at December 27, 2008 and the anticipated payments under these obligations were as follows:

Anticipated Payments (Dollar amounts in millions) Total <1 Year 1-3 Years 3-5 Years Thereafter Minimum operating lease payments (a) $31.5 $ 9.0 $ 10.9 $ 3.8 $ 7.8 Other long-term liabilities (b) 0.2 0.2 Total $31.7 $ 9.0 $ 11.1 $ 3.8 $ 7.8

(a) Refer to Note 16 to our consolidated financial statements for further information. (b) We have excluded deferred revenues as they have no impact on our future liquidity.

We adopted FIN 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109, on July 1, 2007. As of December 27, 2008, we had $0.1 million of unrecognized tax benefits. This amount represents the tax benefits associated with various tax positions taken, or expected to be taken, on tax returns that have not been recognized in our financial statements due to uncertainty regarding their resolution. This amount has been excluded from the contractual obligations table because we are unable to reasonably predict the ultimate amount or timing of future tax payments. Refer to Note 14 to our consolidated financial statements.

Recently Issued Accounting Pronouncements Refer to Note 1 to our consolidated financial statements for a description of the effect of recently issued accounting pronouncements.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our principal exposures to financial market risk are changes in interest rates and changes in equity prices. Changes in interest rates will affect the interest earned on our cash, cash equivalents, and short-term investments, as well as the value of those investments. Our primary objectives for these investments are to ensure the preservation of capital, meet liquidity requirements, and optimize returns.

We manage our interest rate risk by maintaining an investment portfolio generally consisting of debt instruments of high credit quality and relatively short maturities. As of December 27, 2008, our cash, cash equivalents and short-term investments were invested in a diversified, liquid portfolio of corporate bonds, treasury and agency securities, as well as asset-backed securities and money market instruments.

To provide an assessment of the interest rate risk associated with our investment portfolio, we considered the volatility of interest rates experienced in prior years as well as the duration of the holdings in our portfolio. We determined that it is reasonably possible that an adverse change of 100 basis points (1.0%) could be experienced in the near term. A hypothetical 1.0% increase in interest rates would result in a decrease in the fair value of our portfolio of $1.6 million. This loss would only be realized if these investments were sold prior to maturity. The decline reflects only the direct impact of the change in interest rates. Other market fluctuations, such as changes in credit risk, could result in additional declines in the value of our investment portfolio.

We do not hedge our equity positions in other companies or our short-term investments. Our exposure on these instruments is limited to changes in quoted market prices. For marketable equity securities, a reasonably possible decline in market prices of approximately 10% in the near term would result in a decrease in their fair value of $0.1 million.

We have minimal exposure to foreign currency risk as our operations are primarily in the U.S. and overseas sales are typically billed in U.S. dollars.

Impact of Inflation and Changing Prices Inflation and changing prices are monitored and we attempt to minimize the impact of inflation by improving productivity and efficiency through review of both manufacturing capacity and operating expense levels. When operating costs increase, we attempt to recover such costs by increasing, over time, the selling price of our products and services. We believe the effects of inflation have been appropriately managed and therefore have not had a material impact on our historic consolidated operations and resulting financial position.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The response to this item is submitted as a separate section of this Transition Report on Form 10-KT in Item 15. See Part IV, Item 15(a) for an index to the financial statements and supplementary data.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.

ITEM 9A(T).CONTROLS AND PROCEDURES Disclosure Controls and Procedures We are responsible for maintaining disclosure controls and procedures, as defined by the Securities and Exchange Commission in its Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of the six month transition period ended December 27, 2008, the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective at the reasonable assurance level.

Report of Management on Internal Control over Financial Reporting The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The internal control over financial reporting at the Company was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that: 1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America; 3. provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and 4. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 27, 2008. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the Companys management determined that, as of December 27, 2008, the Company maintained effective internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of the Companys Board of Directors.

This Transition Report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Transition Report.

ITEM 9B. OTHER INFORMATION None.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information under the captions, Directors and Executive Officers, Ownership of Company Stock, Board of Directors and Corporate Governance, and Proposal 1 Election of Directors in our 2009 Proxy Statement is incorporated herein by reference. There were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.

We have adopted and posted on our website (www.celera.com) a copy of the Code of Business Conduct and Ethics for Celera Corporation (Code of Ethics). The Code of Ethics applies to all directors, officers and employees of the Company, including the Companys Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, and persons performing similar functions and responsibilities who shall be identified by our Audit and Finance Committee from time to time. If any amendments are made to the Code of Ethics or if any waiver, including any implicit waiver, from a provision of the Code of Ethics is granted to the Companys Principal Executive Officer, Principal Financial Officer or Principal Accounting Officer, we intend to disclose the nature of such amendment or waiver on our website at the address specified above.

ITEM 11. EXECUTIVE COMPENSATION The information under the captions, Board of Directors and Corporate Governance, and Executive Compensation in our 2009 Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information under the captions, Ownership of Company Stock, and Equity Compensation Plan Information in our 2009 Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information under the captions, Related Party Transactions and Board of Directors and Corporate Governance in our 2009 Proxy Statement is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information under the caption, Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm in our 2009 Proxy Statement is incorporated herein by reference.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Transition Report on Form 10-KT:

Page (a) 1. Financial Statements: Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 81 Consolidated Statements of Operations 82 Consolidated Statements of Financial Position 83 Consolidated Statements of Stockholders Equity 84 Consolidated Statements of Cash Flows 85 Notes to Consolidated Financial Statements 86

2. Financial Statement Schedules Schedule II Valuation and Qualifying Accounts 125 Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying consolidated financial statements or notes thereto.

3. Exhibits The exhibits listed on the accompanying Exhibit Index immediately following the financial statement schedule are filed as part of, or incorporated by reference into, this Transition Report on Form 10-KT. 126

To the Board of Directors and Stockholders of Celera Corporation: In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of operations, stockholders equity and cash flows present fairly, in all material respects, the financial position of Celera Corporation and its subsidiaries at December 27, 2008, June 30, 2008 and June 30, 2007, and the results of their operations and their cash flows for the six months ended December 27, 2008 and for each of the three years in the period ended June 30, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 14 to the consolidated financial statements, the Company changed the manner in which it accounts for uncertain income tax positions, as of July 1, 2007.

/s/ PricewaterhouseCoopers LLP San Jose, California March 25, 2009

Six Months Ended Years Ended June 30, December 27, (Dollar amounts in thousands except per share amounts) 2008 2008 2007 2006 Net Revenues Products $ 19,887 $32,043 $25,322 $29,183 Services 59,912 70,993 10 397 Royalty, licenses and milestones 13,253 35,632 18,039 16,627 Total Net Revenues 93,052 138,668 43,371 46,207 Cost of Sales Products 9,997 15,725 17,560 19,683 Services 17,491 24,054 Total Cost of Sales 27,488 39,779 17,560 19,683 Gross Margin 65,564 98,889 25,811 26,524 Selling, general and administrative 52,150 74,674 30,362 36,784 Research and development 15,623 40,867 51,683 94,327 Amortization and impairment of purchased intangible assets 5,380 7,115 1,091 Employee-related charges, asset impairments and other 2,303 6,956 10,342 26,191 Legal settlements (1,100 ) (2,357 ) 675 Operating Loss (9,892 ) (29,623 ) (64,219) (132,544) (Loss) gain on investments, net (3,234 ) (3,080 ) 7,628 Interest income 4,834 17,809 27,826 22,364 Interest expense (6,003 ) (66 ) Other income (expense), net 18 456 (225 ) Loss Before Income Taxes (14,295 ) (14,942 ) (35,937) (102,777) Benefit (provision) for income taxes 1,178 (95,576 ) 15,311 39,204 Net Loss $ (13,117 ) $(110,518) $(20,626) $(63,573 ) Net Loss per Share Basic and diluted $ (0.16 ) $(1.39 ) $(0.26 ) $(0.84 ) Weighted Average Shares Outstanding (in thousands) Basic and diluted 80,830 79,491 78,325 75,508

See accompanying notes to consolidated financial statements.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Consolidated Statements of Financial Position

At At June 30, December 27, (Dollar amounts in thousands) 2008 2008 2007 Assets Current assets Cash and cash equivalents $72,018 $47,318 $33,359 Short-term investments 244,457 287,726 531,460 Accounts receivable (net of allowances for doubtful accounts of $16,752, $8,489 and $516, respectively) 47,652 39,462 6,258 Inventories, net 7,514 9,316 8,826 Prepaid expenses and other current assets 19,699 34,228 27,669 Total current assets 391,340 418,050 607,572 Property, plant and equipment, net 16,668 10,977 7,386 Goodwill 116,350 116,617 2,663 Intangible assets, net 117,182 120,581 Other long-term assets 26,349 12,529 165,084 Total Assets $667,889 $678,754 $782,705 Liabilities and Stockholders Equity Current liabilities Loans payable $62 $123 $ Accounts payable 8,629 6,091 3,045 Accrued salaries and wages 8,997 10,923 8,858 Accrued taxes on income 190 367 15,489 Other accrued expenses 9,765 9,877 11,821 Deferred revenue 1,811 3,061 325 Total current liabilities 29,454 30,442 39,538 Other long-term liabilities 25,221 29,013 14,999 Total Liabilities 54,675 59,455 54,537 Commitments and contingencies (refer to Note 16)

Stockholders Equity Common stock: par value $0.01 per share; 300,000,000 shares authorized; 81,375,061 shares issued and 81,241,461 shares outstanding at December 27, 2008 814 Preferred stock: par value $0.01 per share; 10,000,000 shares authorized; zero shares issued and outstanding Additional paid-in capital 1,581,080 Accumulated other comprehensive loss (5,760 ) Treasury stock, at cost; 133,600 shares at December 27, 2008 (1,443 ) Net allocations from Applied Biosystems (now Life Technologies) 1,567,659 1,600,926 Accumulated net loss (961,477 ) (948,360 ) (872,758 ) Total Stockholders Equity 613,214 619,299 728,168 Total Liabilities and Stockholders Equity $667,889 $678,754 $782,705

Accumulated Net Other Allocations Total Additional Comprehensive From Stock Common Paid-In Income Treasury Accumulated Applied holders (Dollar amounts in thousands) Stock Capital (Loss) Stock Net Loss Biosystems Equity Balance at June 30, 2005 $ $ $ $ $ (788,559 ) $1,642,480 $853,921 Net loss (63,573 ) (63,573 ) Interest in Celera Diagnostics acquired from Applied Biosystems, net (25,646 ) (25,646 ) Unrealized loss on investments, net (698 ) (698 ) Foreign currency translation adjustments 250 250 Tax benefit related to employee stock options 1,130 1,130 Issuances under Celera stock plans 24,860 24,860 Nonreimburseable utilization of tax benefits by Applied Biosystems (61,422 ) (61,422 ) Share-based compensation 1,494 1,494

Balance at June 30, 2006 $ $ $ $ $ (852,132 ) $1,582,448 $730,316 Net loss (20,626 ) (20,626 ) Minimum pension liability adjustments (752 ) (752 ) Unrealized gain on investments, net 814 814 Tax benefit related to employee stock options 2,341 2,341 Issuances under Celera stock plans 15,715 15,715 Nonreimburseable utilization of tax benefits by Applied Biosystems (2,944 ) (2,944 ) Share-based compensation 3,304 3,304

Balance at June 30, 2007 $ $ $ $ $ (872,758 ) $1,600,926 $728,168 Net loss (110,518 ) (110,518) Minimum pension liability adjustments (417 ) (417 ) Unrealized gain on investments, net 297 297 Tax benefit related to employee stock options 1,404 1,404 Adoption of FIN 48 34,916 34,916 Issuances under Celera stock plans 8,081 8,081 Nonreimburseable utilization of tax benefits by Applied Biosystems (49,523 ) (49,523 ) Share-based compensation 6,891 6,891

Balance at June 30, 2008 $ $ $ $ $ (948,360 ) $1,567,659 $619,299 Allocation following split-off from Applied Biosystems 801 1,569,459 (2,167 ) (434 ) (1,567,659)

Balance at July 1, 2008 $ 801 $1,569,459 $ (2,167 ) $(434 ) $ (948,360 ) $ $619,299 Net loss (13,117 ) (13,117 ) Unrealized loss on investments (4,822 ) (4,822 ) Termination of pension plan 1,229 1,229

Comprehensive loss (16,710 )

Issuances under Celera stock plans 13 7,115 (1,009 ) 6,119 Tax benefit related to employee stock options 253 253

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Funding from Applied Biosystems as a result of the split-off 1,310 1,310 Share-based compensation 2,943 2,943

Balance at December 27, 2008 $ 814 $1,581,080 $ (5,760 ) $(1,443 ) $ (961,477 ) $ $613,214

See accompanying notes to consolidated financial statements.

Six Months Ended Years Ended June 30, December 27, (Dollar amounts in thousands) 2008 2008 2007 2006 Operating Activities Net loss $ (13,117 ) $(110,518) $(20,626 ) $(63,573 ) Adjustments to reconcile net loss from operations to net cash used by operating activities: Depreciation, amortization and impairment 8,380 13,140 6,847 14,252 Non-cash interest expense 6,003 Allowance for doubtful accounts 9,705 9,286 Asset impairments 3,080 6,795 9,855 Loss on investments 3,230 Employee-related charges and other 1,893 2,261 3,547 9,083 Share-based compensation 2,944 6,887 3,303 1,495 Deferred income taxes (973 ) 139,636 (12,385 ) 26,507 Loss (gain) on disposal of assets 292 (91 ) (6,944 ) Nonreimbursable utilization of tax benefits by Applied Biosystems (now Life Technologies) (49,518 ) (2,944 ) (61,422 ) Changes in operating assets and liabilities: Accounts receivable (17,895 ) (21,264 ) 3,368 (2,865 ) Inventories 1,802 1,011 (592 ) 1,139 Prepaid expenses and other assets (8,821 ) 10,592 (1,405 ) (5,157 ) Accounts payable and other liabilities (2,694 ) (11,819 ) (9,509 ) (18,933 ) Net Cash Used by Operating Activities (9,251 ) (7,317 ) (23,601 ) (96,563 ) Investing Activities Additions to property, plant and equipment and intangible assets (6,826 ) (4,138 ) (2,440 ) (4,844 ) Proceeds from maturities of available-for-sale investments 66,810 143,094 274,928 317,008 Proceeds from sales of available-for-sale investments 17,194 327,554 328,732 208,605 Purchases of available-for-sale investments (47,846 ) (228,568) (623,345) (390,871) Acquisitions, net of cash acquired (214,437) Investment in Abbott alliance activity, net (666 ) (2 ) (1,853 ) (3,925 ) Proceeds from the sale of assets 485 9,515 Net Cash Provided (Used) by Investing Activities 28,666 23,988 (23,978 ) 135,488 Financing Activities Principal payments on loans payable and debt (71 ) (10,622 ) Payments to Applied Biosystems (now Life Technologies) related to Celera Diagnostics, net (25,644 ) Funding from Applied Biosystems (now Life Technologies) as a result of the split-off 1,310 Proceeds from the issuance of stock, net of taxes withheld and paid 4,046 7,910 16,759 23,536 Net Cash Provided (Used) by Financing Activities 5,285 (2,712 ) 16,759 (2,108 ) Net Change in Cash and Cash Equivalents 24,700 13,959 (30,820 ) 36,817

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Cash and Cash Equivalents at Beginning of Period 47,318 33,359 64,179 27,362 Cash and Cash Equivalents at End of Period $ 72,018 $47,318 $33,359 $64,179

See accompanying notes to consolidated financial statements.

1. Accounting Policies and Practices Organization Celera Corporation is a diagnostics business that delivers personalized disease management through a combination of products and services incorporating proprietary discoveries.

When used in these notes, references to the Company and Celera refer to the Celera Group for all periods prior to the completion of the split-off from Applied Biosystems, Inc. (Applied Biosystems), formerly known as Applera Corporation (Applera), which is discussed below under Relationship with Applied Biosystems (now Life Technologies), and to Celera Corporation and its direct and indirect subsidiaries for all periods following the completion of the split-off, in each case, unless the context otherwise requires.

Celera operates through three reporting segments: a clinical laboratory testing service business (Lab Services); a products business (Products); and a segment that includes other activities under corporate management (Corporate). The Lab Services business, conducted through Berkeley HeartLab, Inc. (BHL), offers a broad portfolio of clinical laboratory tests and disease management services designed to help improve cardiovascular disease treatment regimens for patients. The Products business develops, manufactures and oversees the commercialization of molecular diagnostic products, most of which are commercialized through the Companys distribution and royalty agreements with Abbott Molecular, a subsidiary of Abbott Laboratories. The Corporate segment includes revenues from royalties, licenses, funded collaborations and milestone payments related to the licensing of certain intellectual property and from Celeras former small molecule and proteomic programs.

Relationship with Applied Biosystems (now Life Technologies) Prior to July 1, 2008, Celera operated as a reporting segment of Applied Biosystems, formerly known as Applera, and not as a stand-alone company. Applied Biosystems established the following two classes of common stock, referred to as tracking stocks, which were intended to reflect separately the relative performance of Applied Biosystems two businesses: Applied Biosystems Group common stock that was intended to reflect the relative performance of the Applied Biosystems Group; and Celera Group common stock that was intended to reflect the relative performance of the Celera Group.

At the time of the split-off, which was completed on July 1, 2008, each outstanding share of Celera Group common stock was redeemed in exchange for one share of Celera Corporation common stock. In addition, each option to purchase shares of Celera Group common stock and each other security evidencing the right to receive shares of Celera Group common stock issued under employee stock incentive plans and outstanding on the split-off date were converted into a similar option to purchase shares of Celera Corporation common stock, at the same exercise price, or a similar security evidencing the right to receive shares of Celera Corporation common stock.

In November 2008, Applied Biosystems merged with Invitrogen Corporation to form a new company, Life Technologies Corporation (Life Technologies).

Basis of Presentation Prior to the split-off, Celera was a reporting segment of Applied Biosystems (now Life Technologies) and its financial information was included in Applied Biosystems (now Life Technologies) consolidating financial

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) information. The consolidated financial statements of Celera prior to July 1, 2008 include the assets and liabilities of Applied Biosystems (now Life Technologies) that were specifically attributed to Celera.

Following the split-off, on July 1, 2008, Celera became a stand-alone company with its own consolidated financial statements. As a result, the comparability of certain items has been affected, including stockholders equity, which is discussed further in Note 18.

The consolidated financial statements include the financial statements of Celera Corporation and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of normal recurring adjustments and the revision discussed in this section below) considered necessary for a fair presentation of the information for each period contained therein.

Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, intangible assets and goodwill; and valuation allowances for accounts receivable, inventories and deferred income tax assets. Actual results could differ from those estimates.

Fiscal Year Change In July 2008, Celeras Board of Directors approved a change of the Companys fiscal year from a June 30 fiscal year end to a 52 or 53 week fiscal year generally ending on the last Saturday in December. This Form 10-KT is a Transition Report for the six month transition period ended December 27, 2008.

Selected financial information for the six months ended December 27, 2008 and selected unaudited financial information for the six months ended December 31, 2007 is as follows:

Six Months Ended December 27, December 31, (Dollar amounts in millions except per share amounts) 2008 2007 (unaudited) Total net revenues $ 93.1 $ 56.5 Gross margin 65.6 42.0 Operating loss (9.9 ) (10.0 ) (Loss) income before income taxes (14.3 ) 1.5 Net (loss) income (13.1 ) 1.0 Basic and diluted net (loss) income per share $ (0.16 ) $ 0.01

Revision of Prior Period Financial Statements During the third calendar quarter of 2008, the Company identified errors in the tax accounting associated with the split-off from Applied Biosystems (now Life Technologies). The impact of these errors was an understatement of $6.5 million of the tax provision and net loss for the three and twelve months ended June 30,

2008. The Company assessed the materiality of these errors on the consolidated financial statements for the year ended June 30, 2008, in accordance with the SECs Staff Accounting Bulletin No. 99, Materiality and concluded that the errors were not material for either period. The Company also concluded that correcting the errors during the three months ended September 27, 2008, would have materially misstated the results of the quarter. Accordingly, in accordance with the SECs Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the financial statements for the year ended June 30, 2008 have been revised to correct for the immaterial errors and to allow for the correct recording of these transactions.

Set out below are the line items within the consolidated financial statements as of and for the year ended June 30, 2008 that have been impacted by the revisions. The revision had no net impact on the Companys Consolidated Statement of Cash Flows for the year ended June 30, 2008.

Recently Issued Accounting Standards In April 2008, the Financial Accounting Standards Board (FASB) Staff Position (FSP) No. 142-3, Determination of the Useful Life of Intangible Assets, was finalized. FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets. FSP No. 142-3 applies to intangible assets that are acquired individually or with a group of other assets and both intangible assets acquired in business combinations and asset acquisitions. Following the Companys change of fiscal year end, FSP No. 142-3 is effective for the Companys first quarter of fiscal 2009, beginning on December 28, 2008. The Company does not believe FSP No. 142-3 will have a material impact on its consolidated results of operations and financial position.

In February 2008, the FASB issued FSP No. 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS No. 157, Fair Value Measurement, for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP No. 157-2 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. Following the Companys change of fiscal year end, the provisions of FSP No. 157-2 are effective for

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) the Companys 2009 fiscal year, beginning on December 28, 2008. The Company is currently evaluating the potential impact of the adoption of those provisions of SFAS No. 157 for which effectiveness was delayed by FSP No. 157-2 on its consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, which replaces SFAS No. 141, Business Combinations. SFAS No. 141(R) establishes the principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, the goodwill acquired and any noncontrolling interest in the acquiree. SFAS No. 141(R) also establishes the disclosure requirements for a business combination. Following the Companys change of fiscal year end, the provisions of SFAS No. 141(R) are effective for the Companys 2009 fiscal year, beginning on December 28, 2008. The adoption of SFAS No. 141(R) may have a significant impact on the accounting treatment of any future acquisition by the Company. The amount of such impact cannot be currently determined and will depend on the nature and terms of such acquisition. The provisions of SFAS No. 141(R) will be applied to any future adjustments made to acquired tax contingencies associated with acquisitions that closed prior to December 28, 2008.

Also in December 2007, the FASB ratified the consensus reached by the Emerging Issues Task Force (EITF) on Issue No. 07-1, Accounting for Collaborative Arrangements. EITF 07-1 defines collaborative arrangements and establishes reporting and disclosure requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. Following the Companys change of fiscal year end, the provisions of EITF 07-1 are effective for the Companys 2009 fiscal year, beginning on December 28, 2008. The Company does not believe EITF 07-1 will have a material impact on its consolidated results of operations and financial position.

Also in December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which provides guidance on the presentation of minority interests in the financial statements. This standard requires that minority interest be presented as a component of equity rather than as a mezzanine item between liabilities and equity, and also requires that minority interests be presented as a separate caption in the income statement. This standard also requires all transactions with minority interest holders, including the issuance and repurchase of minority interests, be accounted for as equity transactions unless a change in control of the subsidiary occurs. Following the Companys change of fiscal year end, the provisions of SFAS No. 160 are effective for the Companys 2009 fiscal year, beginning on December 28, 2008. The Company does not believe SFAS No. 160 will have a material impact on its consolidated results of operations and financial position.

Share-Based Compensation The Companys Board of Directors has approved the Celera Corporation 2008 Stock Incentive Plan (the Plan) and reserved 20 million shares of its common stock for issuance under the Plan. The Plan authorizes grants of Celera Corporation common stock options, restricted stock units and other equity awards. Directors, officers and employees may be granted awards under the Plan in a manner that reflects their responsibilities.

Prior to the split-off, Celera employees participated in the Applied Biosystems/Celera Group 1999 Amended and Restated Stock Incentive Plan (Celera Group Plan). As part of the split-off, each option to purchase, or right to receive, shares of Celera Group common stock issued under the Celera Group Plan and outstanding on the split-off date was converted into a similar option to purchase shares of Celera Corporation common stock, at the same exercise price, or a similar security evidencing the right to receive shares of Celera Corporation common stock.

The Company accounts for stock-based compensation expense in accordance with the provisions of SFAS No. 123 (revised 2004), Share-Based Payment. The Company estimates the fair value of stock-based payment

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) awards on the date of grant using the Black-Scholes pricing model, which is affected by the Companys stock price as well as other assumptions. Forfeitures are estimated such that the Company only recognizes expense for those shares expected to vest, and adjustments are made if actual forfeitures differ from those estimates.

The fair value of Celera stock options granted in the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006 was estimated at the grant date with the following weighted average assumptions:

Six Months Ended Years Ended December 27, June 30, 2008 2008 2007 2006 Expected option term in years 6 5 5 5 Expected volatility 41 % 33 % 32 % 35 % Risk-free interest rate 3.1 % 3.8 % 4.6 % 4.3 % Expected dividends 0.0 % 0.0 % 0.0 % 0.0 %

Expected Option Term The Companys expected option term represents the period that the Companys share-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the share-based awards, vesting schedules and expectations of future employee behavior.

Option grants made under the Plan to members of the Companys Board of Directors have a vesting period of three years for grants given upon joining the Board and one year for annual grants given at each meeting of the Companys stockholders. All other awards under the Plan have a vesting period of four years.

Expected Volatility The Company used the trading history of its common stock and of Celera Group common stock in determining an estimated volatility factor when using the Black-Scholes option-pricing formula to determine the fair value of options granted.

Risk-Free Interest Rate The Company based the risk-free interest rate used in the Black-Scholes option-pricing formula on the implied yield currently available on U.S. Treasury zero-coupon issues with the same or substantially equivalent remaining term as the expected term of the Companys options.

Expected Dividends The Company has not declared dividends. Therefore, the Company uses a zero value for the expected dividend value factor when using the Black-Scholes option-pricing formula to determine the fair value of options granted.

Cash Equivalents and Short-Term Investments Cash equivalents consist of highly liquid debt instruments, time deposits, money-market funds and certificates of deposit with original maturities of three months or less at the date of purchase. These instruments are readily convertible into cash.

All short-term investments are classified as available-for-sale and are carried at fair value with unrealized gains and losses reported as a component of stockholders equity and comprehensive loss in the Consolidated Statements of Stockholders Equity.

Declines in value determined to be other than temporary on available for sale securities are reported in (loss) gain on investments, net in the Consolidated Statements of Operation. This may include losses due to, among other factors, bankruptcy of the issuer and changes in credit quality resulting from the disruption in the capital markets during the latter half of 2008.

Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because these marketable securities are considered by the Company to be available to support current operations. The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses recorded in other income (expense), net in the Consolidated Statements of Operations.

Fair Value Measurements Effective July 1, 2008, Celera adopted SFAS No. 157, Fair Value Measurements, except as it applies to non-financial assets and non-financial liabilities subject to FSP No. 157-2. SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, SFAS No. 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2 observable inputs that reflect unadjusted quoted prices for similar assets or liabilities in active markets, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the assets or liabilities; and

Level 3 unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In accordance with SFAS No. 157, the Company measures its cash equivalents and marketable securities at fair value. The Companys cash equivalents and marketable securities are classified within Level 1 or Level 2. The Companys cash equivalents and marketable securities are valued using quoted market prices or alternative pricing sources utilizing market observable inputs.

Effective July 1, 2008, the Company also adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an Amendment of FASB Statement No. 115, which allows an entity to choose to measure certain financial instruments and liabilities at fair value on a contract-by-contract basis. Subsequent fair value measurement, for the financial instruments and liabilities an entity chooses to measure, will be recognized in earnings. As of December 27, 2008, the Company did not elect such an option for its financial instruments and liabilities.

Investments Investments for which the Company does not have the ability to exercise significant influence are classified as minority equity investments. Non-marketable minority equity investments are recorded using the cost method

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) of accounting. Minority equity investments in public companies are generally classified as available-for-sale and carried at market value in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. The specific identification method is used to determine the cost of securities disposed of. Under the cost method of accounting, investments in equity securities are carried at cost and adjusted only for other-than-temporary declines in fair value, distributions of earnings and additional investments.

Inventories Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Cost is determined principally on the standard cost method for manufactured goods which approximates cost on the first-in, first-out method. Reserves for obsolescence and excess inventory are provided based on historical experience and estimates of future product demand.

Property, Plant and Equipment Property, plant and equipment is recorded at cost. Major renewals and improvements that significantly add to productive capacity or extend the life of an asset are capitalized. Repairs, maintenance, and minor renewals and improvements are expensed as incurred. The cost of assets and related depreciation are removed from the Consolidated Statements of Financial Position when assets are disposed of, and any related gains or losses are reflected in earnings.

Depreciation expense of owned property, plant and equipment is computed based on the expected useful lives of the assets primarily using the straight-line method. Leasehold improvements are amortized over their estimated useful lives or the term of the applicable lease, whichever is less. Useful lives are generally five to ten years for land improvements and three to seven years for machinery and equipment.

Goodwill Goodwill represents the excess of purchase price over the net asset value of companies acquired. Goodwill is not amortized but is tested for potential impairment at the reporting unit level, at a minimum on an annual basis, or when indications of potential impairment exist. If the carrying value of goodwill is determined to be impaired, the amount of goodwill is reduced and a corresponding charge is made to earnings in the period in which the goodwill is determined to be impaired.

In accordance with the requirements of SFAS No. 142, Goodwill and Other Intangible Assets, a two-step impairment test is used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired, and the second step of the test is not required. If necessary, the second step of the impairment test, used to measure the amount of impairment loss, compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

The first step of the impairment test requires management to make estimates regarding the fair value of the reporting unit to which goodwill has been assigned. In determining the fair value of the reporting units, the Company uses a combination of the income approach and the market approach.

Under the market approach, the Company estimates the value of the reporting units by comparison to similar businesses whose securities are actively traded in the public market. This requires management to make certain judgments about the selection of comparable companies and/or comparable recent company and asset transactions and transaction premiums.

Intangible Assets Intangible assets are amortized using the straight-line method over their expected useful lives, except for customer relationship intangibles. Customer relationship intangibles are amortized on a proportionate basis as the economic benefits of the intangible assets are consumed. In determining the useful life of the customer relationship intangibles, a number of factors were assumed including the customer base, attrition rates including the Companys ability to renew or extend its relationships with existing customers, as well as any legal, regulatory or contractual provisions that may limit the useful life. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, intangible assets with indefinite useful lives, consisting of acquired trade names, are not amortized but are tested for potential impairment, at a minimum on an annual basis, or when indications of potential impairment exist.

Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events that could trigger an impairment review include, among others, a decrease in the market value of an asset, the assets inability to generate income from operations and positive cash flow in future periods, a decision to change the manner in which an asset is used, a physical change to the asset or a change in business climate. The estimated future undiscounted cash flows, before interest and taxes, resulting from the use of the asset and its estimated value at disposal are calculated and compared to its carrying value in determining whether impairment potentially exists. If a potential impairment exists, a calculation is performed to determine the fair value of the long-lived asset. This calculation is based on a valuation model and discount rate commensurate with the risks involved. Third party appraised values may also be used in determining whether impairment potentially exists.

Revenues and Accounts Receivable Service revenues include patient test service revenues associated with BHLs operations. This revenue is recognized on completion of the testing process and when the test results are sent to the ordering healthcare provider. Disease management revenue is deferred and recognized over the period when disease management services are available to the patient. Revenues from contract and non-contract payors are recorded net of allowances for differences between amounts billed and estimated receipts based on historical activity. Adjustments to estimated receipts, based on final settlement, are recorded in revenue on settlement.

Product revenues include product sales to Abbott, and equalization revenue received under the Abbott alliance agreement, a profit and loss sharing arrangement between the Company and Abbott. The Abbott alliance agreement was terminated effective October 1, 2008 and replaced by a distribution agreement and royalty agreement (refer to Note 19 for a description of the Abbott agreements). Under the terms of the distribution agreement, the Company recognizes product revenue, net of estimated sales returns and allowances, at the time of shipment. Royalties are recognized as earned under the terms of the royalty agreement.

Operations. At the end of each reporting period, the two companies compared a statement of revenues and expenses for alliance activities recorded by each party. A calculation was made to determine the amount that needed to be paid to evenly split both the revenue and expenses. This payment is referred to as the equalization payment and was recorded by the Company as revenue. The timing and nature of equalization revenue led to fluctuations in both reported revenues and gross margins from period to period due to changes in end-user sales of alliance products and differences in relative operating expenses between the alliance partners.

Revenue is not recognized at the time of shipment of products in situations where risks and rewards of ownership are transferred to the customer at a point other than shipment due to the shipping terms, the existence of an acceptance clause, the achievement of milestones, or some return or cancellation privileges. Revenue is recognized once customer acceptance occurs or the acceptance provisions lapse.

Royalty revenues are recognized when earned over the term of the agreement in exchange for the grant of licenses to use products or some technologies for which Celera holds patent rights. Revenue is recognized for estimates of royalties earned during the applicable period, based on managements best estimate, which takes into account historical activity, and revisions are made for actual royalties received in the following quarter. Historically, these revisions have not been material to the consolidated financial statements. For those arrangements where royalties cannot be reasonably estimated, revenue is recognized based on royalty statements or on the receipt of cash from the licensees.

Upfront nonrefundable license fees are recognized when due under contractual agreement, unless there are specific continuing performance obligations requiring deferral of all or a portion of these fees. If it cannot be concluded that a licensee fee is fixed or determinable at the outset of an arrangement, revenue is recognized as payments from third parties become due.

In the normal course of business, arrangements are entered into whereby revenues are derived from multiple deliverables. In these arrangements, revenue is recorded in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition and when there are multiple deliverables revenue is allocated in accordance with Emerging Issues Task Force Consensus Issue 00-21, Revenue Arrangements with Multiple Deliverables, and related pronouncements. In these arrangements, revenue is recorded as the separate elements are delivered to the customer if the delivered item is determined to represent a separate earnings process, there is objective and reliable evidence of the fair value of the undelivered item, and delivery or performance of the undelivered item is probable and substantially within the control of the Company. Arrangements with multiple elements or deliverables must be segmented into individual units of accounting based on the separate deliverables only if there is objective and verifiable evidence of fair value to allocate the consideration received to the deliverables. Revenues from multiple-element arrangements involving license fees, upfront payments and milestone payments, which are received and/or billable in connection with other rights and services that represent continuing obligations are deferred until all of the multiple elements have been delivered or until objective and verifiable evidence of the fair value of the undelivered elements has been established. On establishing objective and verifiable evidence of the fair value of the elements in multiple-element arrangements, the fair value is allocated to each element of the arrangement, such as license fees or research collaboration projects, based on the relative fair values of the elements. The fair value of each element in multiple-element arrangements is determined based on objective and verifiable evidence of fair value, which is determined for each element based on the prices charged when similar elements are sold separately to third parties. If objective and verifiable evidence of fair value of all undelivered elements exists but objective and verifiable evidence of fair value does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the revenues from delivered elements are not recognized until the fair value of the undelivered element or elements have been determined. Contract interpretation is normally required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) separate units of accounting for revenue recognition purposes, and if so, how the price should be allocated among the deliverable elements, when to begin to recognize revenue for each element, and the period over which revenue should be recognized.

Research and development contract revenue is recognized as earned, in accordance with the terms of each agreement. Corporate revenues included $0.5 million for the six months ended December 27, 2008 and $1.5 million for the year ended June 30, 2008 related to research and development revenue. There were no amounts recorded for the years ended June 30, 2007 and 2006.

The Company has an established process to estimate and review the collectibility of receivables. Bad debt expense is recorded in SG&A expenses in order to maintain an appropriate level of allowance for doubtful accounts. Receivables are reserved based on specific identification and on their respective aging categories. The process for determining the appropriate level of the allowance for doubtful accounts involves judgment, and considers the age of the underlying receivables, type of payor, historical and projected collection experience, and other external factors that could affect the collectibility of the receivables. The process includes the close monitoring of billings and collection experience, which helps reduce the risks of material revisions to allowance estimates. An account is written-off against the allowance for doubtful accounts when reasonable collection efforts have been unsuccessful and it is probable the receivable will not be recovered.

Allocation of Applied Biosystems (now Life Technologies) Corporate Expenses Prior to the split-off, Applied Biosystems (now Life Technologies) allocated corporate costs relating to general and administrative activities to its business units. These services included executive management, legal, risk management, cash management, human resources, tax compliance, accounting, information technology, investor relations, external reporting, internal audit and services relating to Applied Biosystems (now Life Technologies) Board of Directors.

Prior to the split-off, costs associated with specific services were determined based on actual usage, transactions processed or estimated proportionate effort. The Consolidated Statements of Operations include $7.2 million, $6.1 million, and $8.9 million for the years ended June 30, 2008, 2007 and 2006, respectively, for such services. Where costs could not practically be determined by specific utilization, allocation was made primarily based on head count, total expenses and revenues attributed to Celera. The Consolidated Statements of Operations include $8.3 million, $7.0 million, and $7.9 million for the years ended June 30, 2008, 2007 and 2006, respectively, for these costs.

Income Taxes Deferred taxes represent the difference between the tax bases of assets or liabilities, calculated under tax laws, and the reported amounts in the consolidated financial statements. Deferred tax assets include items that can be used as a tax deduction or credit in the Companys tax return in future years for which a tax benefit has already been recorded in the Consolidated Statements of Operations or items that have already been included in the tax return income but have yet to be recorded as income in the Consolidated Statements of Operations. A valuation allowance is recorded against deferred tax assets if it is more likely than not that the Company will not be able to utilize these assets to offset future taxes. Estimates of future taxable profits and losses, tax planning strategies and other positive and negative evidence is used to determine whether a valuation allowance is necessary.

The provisions for taxes were determined using the asset and liability approach prescribed by SFAS No. 109, Accounting for Income Taxes. Prior to the split-off, the Company was included in the consolidated

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) return of Applied Biosystems (now Life Technologies). The Company recorded federal income tax provisions based on Applied Biosystems (now Life Technologies) consolidated return approach taking into account Celeras relative contribution (positive or negative) to Applied Biosystems (now Life Technologies) consolidated federal taxable income, tax liability, and tax credit positions. Prior to the year ended June 30, 2008, Celera recorded tax benefits for tax assets that could be used in current or future periods based on Applied Biosystems (now Life Technologies) consolidated return approach. Existing tax benefits acquired in business combinations that were used on an Applied Biosystems (now Life Technologies) consolidated basis were reimbursed to Celera. Tax benefits generated by Celera commencing July 1, 1998, which could be used on a consolidated basis, were reimbursed by the Applied Biosystems (now Life Technologies) to Celera up to a limit of $75 million.

Under the Celera Diagnostics joint venture agreement, which was restructured during the year ended June 30, 2006 (refer to Note 19), Applied Biosystems (now Life Technologies) reimbursed Celera for federal tax benefits generated by Celera Diagnostics to the extent these tax benefits were used by Applied Biosystems (now Life Technologies). These tax benefits were not subject to the $75 million limit described above. The amounts used by Applied Biosystems (now Life Technologies) that were not reimbursed to Celera were recorded to the allocated net worth of each group.

Prior to the split-off, Applied Biosystems (now Life Technologies) filed state and local income taxes on either a separate, consolidated, or combined basis, depending on the tax laws of the respective jurisdictions. Celera recorded state and local income tax provisions and related tax payments or refunds based on its contributions to state or local tax liabilities on a separate return basis. However, deferred tax assets determined on a separate return basis that were utilized on Applied Biosystems (now Life Technologies) consolidated or combined returns due to the income of other members of the consolidated or combined group were eliminated from the deferred tax accounts through Celeras net worth. Therefore, the state deferred tax attributes, as reported, reflect those that are available for carryforward on returns as filed.

The likelihood of tax adjustments in each of the tax jurisdictions in which Celera has operations and the related financial statement implications are regularly assessed. Determining an appropriate level of tax reserves requires exercising judgment regarding the uncertain application of tax law.

Research and Development Research and development costs are expensed as incurred. Research and development costs incurred for collaborations where there are specific product deliverables, service meeting defined performances or other design specifications, are recorded in cost of sales. Research and development expenses include employee related costs, supplies and materials, facilities costs, equipment depreciation, contract services, and other outside costs.

Net Loss per Share Basic and diluted net loss per share has been computed for the six months ended December 27, 2008 using the weighted average number of common shares outstanding for the period.

Net loss per share has been presented for the years ended June 30, 2008, 2007 and 2006 to reflect the capital structure of Celera subsequent to the split-off date. Basic and diluted net loss per share has been computed by dividing the net loss for the year by the weighted average number of shares of Celera Group common stock outstanding for the period.

Potentially dilutive securities representing 0.6 million, 1.4 million, 7.3 million and 8.1 million shares of common stock for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006, respectively, have been excluded from the computations of diluted net loss per share because their effect would have been anti-dilutive.

Comprehensive Loss Comprehensive loss encompasses all changes in stockholders equity (except those arising from transactions with stockholders) and includes net loss, net unrealized gains or losses on available-for-sale securities and income related to the termination of a pension plan.

2. Acquisitions Berkeley HeartLab, Inc. In October 2007, Celera acquired BHL for $193.2 million in cash, including transaction costs. BHL is a cardiovascular healthcare company with a Clinical Laboratory Improvement Amendments of 1988 (CLIA)-certified laboratory that provides a broad portfolio of clinical laboratory tests and disease management services focused on individuals who have cardiovascular disease or lipid or metabolic disorders. The acquisition was funded by available cash.

The purchase price of $193.2 million was allocated to tangible net assets and intangible assets as follows:

(Dollar amounts in millions) Current assets $43.5 Long-term assets 6.2 Current liabilities (19.1 ) Long-term liabilities, including deferred tax liability of $41.0 (45.6 ) Tangible net liabilities assumed, at approximate fair value (15.0 ) Goodwill 103.3 Customer relationships 67.4 Trademark and trade name 21.8 Existing technology 14.9 Internally developed software 0.8 Total intangible assets 208.2 Total purchase price $193.2

The recorded values of the intangible assets, other than the trademark and trade name, are being amortized over their expected period of benefit, which on a weighted-average basis is approximately 12 years. An established client list, a recognized company name and a broad portfolio of clinical laboratory tests and disease management services focused on the secondary prevention market were among the factors that resulted in the recognition of goodwill. The goodwill, trademark and trade name are reviewed for impairment as part of Celeras annual impairment tests. The goodwill recognized is not deductible for federal income tax purposes. The net assets and results of operations of BHL have been included in the consolidated financial statements since the date of the acquisition.

The purchase price allocation was revised during the six months ended December 27, 2008 to reflect a reduction in tax liability of $0.3 million at the date of acquisition. As a result, the goodwill attributable to the Lab Services segment at December 27, 2008 has been reduced by $0.3 million to $103.0 million.

In connection with the acquisition, Celera assumed $10.8 million of floating and fixed rate debt (refer to Note 10). As of December 27, 2008, $0.1 million of this debt remained outstanding.

The following selected unaudited pro forma financial information has been prepared assuming the acquisition had occurred at the beginning of each period presented and gives effect to purchase accounting adjustments:

Years Ended June 30, (Dollar amounts in millions except per share amounts) 2008 2007 Net revenues $157.3 $129.1 Net loss (116.2) (23.3 ) Pro forma basic and diluted loss per share (1.46 )

Unaudited pro forma net loss for the years ended June 30, 2008 and 2007 included $5.8 million of amortization of intangible assets related to this acquisition. This unaudited pro forma data is for informational purposes only and may not be indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of each year presented or of the future operations of the consolidated companies.

Atria Genetics Inc. In October 2007, Celera acquired substantially all of the assets of Atria for $33.3 million in cash, including transaction costs. Atrias human leukocyte antigen (HLA) testing products are used for identifying potential donors in the matching process for bone marrow transplantation. The acquisition provides Celera with direct access to tissue typing in the transplantation and bone marrow registry market. The acquisition was funded by available cash.

The purchase price of $33.3 million was allocated to tangible net assets and intangible assets as follows:

(Dollar amounts in millions) Current assets $0.6 Long-term assets 0.2 Current liabilities (0.5 ) Long-term liabilities (0.2 ) Tangible net assets acquired, at approximate fair value 0.1 Goodwill 10.6 Customer relationships 17.8 Trademark and trade name 2.0 Existing technology 2.7 Internally developed software 0.1 Total intangible assets 33.2 Total purchase price $33.3

The recorded values of the intangible assets, other than the trademark and trade name, are being amortized over their expected period of benefit, which on a weighted-average basis is approximately 12 years. The relationship with end user customers, line of HLA testing products, core technology and an established name were among the factors that resulted in the recognition of goodwill. The goodwill, trademark and trade name are

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) reviewed for impairment as part of Celeras annual impairment tests. The entire amount of goodwill is deductible for federal income tax purposes. The net assets and results of operations of Atria have been included in the consolidated financial statements since the date of the acquisition.

In accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, the value of the trademark and trade name were tested for impairment at December 27, 2008. The book value was found to be in excess of the market value and, as a result, the related intangible asset has been reduced by $0.3 million to $1.7 million.

Years Ended June 30, (Dollar amounts in millions except per share amounts) 2008 2007 Net revenues $141.1 $51.2 Net loss (110.1) (19.2) Pro forma basic and diluted loss per share (1.38 )

Unaudited pro forma net loss for the years ended June 30, 2008 and 2007 included $0.6 million of amortization of intangible assets related to this acquisition. This unaudited pro forma data is for informational purposes only and may not be indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of each year presented or of the future operations of the consolidated companies.

3. Restructurings During the year ended June 30, 2006, Celera recorded pre-tax charges related to its decision to exit its small molecule drug discovery and development programs and the integration of Celera Diagnostics into Celera. These charges, which were recorded in employee-related charges, asset impairments and other in the Consolidated Statements of Operation, are set out in the following table:

Employee- Excess Other Related Asset Lease Disposal (Dollar amounts in millions) Charges Impairments Space Costs Total Total charges $ 12.8 $ 9.8 $ 1.2 $ 2.6 $26.4 Cash payments 7.9 0.2 2.4 10.5 Non-cash activity 9.3 0.2 9.5 Balance at June 30, 2006 4.9 0.5 1.0 6.4 Additional charge 6.8 6.8 Non-cash activity 6.8 6.8 Cash payments 4.2 0.7 4.9 Reversal of previously established accruals 0.6 0.6 Balance at June 30, 2007 0.1 0.5 0.3 0.9 Additional charge 0.3 0.3 Non-cash activity 0.3 0.3 Cash payments 0.1 0.1 Balance at June 30, 2008 0.5 0.3 0.8 Non-cash activity 0.5 0.3 0.8

The employee-related charges were for severance and related costs primarily for staff reductions in small molecule drug discovery and development. All affected employees had been terminated by June 30, 2007. The asset impairment charges primarily related to a write-down of the carrying amount of an owned facility to its then estimated current market value less estimated selling costs, as well as write-offs of leasehold improvements and equipment. In the year ended June 30, 2007, Celera recorded an additional pre-tax charge of $6.8 million to write-down the carrying amount of this facility. In the year ended June 30, 2008, Celera recorded an additional pre-tax charge of $0.3 million to write-down the carrying amount of this facility. The estimates of market value for this facility were based on third-party appraisals. In the six months ended December 27, 2008 the facility was reclassified from assets held for sale to property, plant and equipment.

During the year ended June 30, 2005, Celera recorded pre-tax charges totaling $4.5 million related to its decision to close the operations of Paracel Inc., a business Celera acquired in the year ended June 30, 2000. The charge consisted of $1.1 million for severance and benefit costs, $1.7 million for excess facility lease expenses and asset impairments, and $1.7 million in cost of sales for the impairment of inventory. The charge for excess facility lease expenses and asset impairments was primarily for a revision to a previously established accrual. All affected employees had been terminated by June 30, 2005. Through December 27, 2008, Celera made cash payments of $5.2 million related to the excess lease space charge. The remaining cash expenditures related to this charge of approximately $1.6 million are expected to be disbursed by June 30, 2011.

4. Short-Term Investments The fair value of short-term investments and unrealized gains and losses at December 27, 2008, June 30, 2008 and June 30, 2007 were as follows:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Certificates of deposit and time deposits $ 5.7 $20.7 $25.0 Commercial paper 18.8 24.9 32.4 U.S. government and agency obligations 50.3 45.8 103.7 Corporate bonds 134.9 152.9 236.8 Asset-backed securities 34.8 43.4 133.6 Total short-term investments $ 244.5 $287.7 $531.5 Unrealized gains on investments $ 1.2 $0.2 $0.2 Unrealized losses on investments (7.7 ) (2.8 ) (1.2 )

The realized gains and losses associated with short-term investments for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006 were as follows:

Six Months Ended Years Ended June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 2006 Realized gains on investments $ 0.2 $1.2 $0.5 $0.1 Realized losses on investments (3.4 ) (1.1) (0.1)

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The following tables show the fair value and the gross unrealized losses for investments that were in an unrealized loss position at December 27, 2008 and June 30, 2008 and 2007, aggregated by category and by the length of time that the individual securities have been in a continuous loss position.

At December 27, 2008 Less Than 12 Months 12 Months or Greater Total Unrealized Unrealized Unrealized (Dollar amounts in millions) Fair Value Loss Fair Value Loss Fair Value Loss Corporate bonds $ 41.5 $ (1.9 ) $ 72.5 $ (4.2 ) $ 114.0 $ (6.1 ) Asset-backed securities 25.8 (1.2 ) 4.6 (0.4 ) 30.4 (1.6 ) Total $ 67.3 $ (3.1 ) $ 77.1 $ (4.6 ) $ 144.4 $ (7.7 )

At June 30, 2008 Less Than 12 Months 12 Months or Greater Total Unrealized Unrealized Unrealized (Dollar amounts in millions) Fair Value Loss Fair Value Loss Fair Value Loss U.S. government and agency obligations $ 43.0 $ (0.4 ) $ $ $ 43.0 $ (0.4 ) Corporate bonds 78.8 (0.8 ) 57.5 (1.4 ) 136.3 (2.2 ) Asset-backed securities 16.7 (0.2 ) 16.7 (0.2 ) Total $ 138.5 $ (1.4 ) $ 57.5 $ (1.4 ) $ 196.0 $ (2.8 )

At June 30, 2007 Less Than 12 Months 12 Months or Greater Total Unrealized Unrealized Unrealized (Dollar amounts in millions) Fair Value Loss Fair Value Loss Fair Value Loss U.S government and agency obligations $ 72.9 $ (0.2 ) $ 23.1 $ (0.3 ) $ 96.0 $ (0.5 ) Corporate bonds 108.1 (0.3 ) 19.7 (0.2 ) 127.8 (0.5 ) Asset-backed securities 64.7 (0.1 ) 9.0 (0.1 ) 73.7 (0.2 ) Total $ 245.7 $ (0.6 ) $ 51.8 $ (0.6 ) $ 297.5 $ (1.2 )

The unrealized losses on the Companys investments in corporate bonds and asset-backed securities were caused primarily by changes in credit spreads. Since the onset of the credit crisis in 2008, credit spreads have widened dramatically reflecting higher perceived risk in the markets. This has resulted in an increase in unrealized losses on fixed income portfolios generally. The Companys investment policy requires new investments to be rated single-A or better at the time of purchase. When investments are evaluated for other-than-temporary impairment, factors considered include the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, and the Companys ability and intent to hold the investment until recovery in market value or to maturity. For the six months ended December 27, 2008, the Company recorded a $3.2 million loss on investments in the Consolidated Statement of Operations for an other-than-temporary impairment of its holdings in senior debt securities issued by Lehman Brothers Holdings, Inc. and Washington Mutual Bank N.V. As of December 27, 2008, the Company does not consider any of its investments to be other-than-temporarily impaired.

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The following table summarizes the contractual maturities of available-for-sale securities at December 27, 2008:

At December 27, (Dollar amounts in millions) 2008 Less than one year $ 112.0 Due in one-to-two years 64.6 Due in two-to-five years 67.9 Total $ 244.5

Securities classified as trading totaling $6.2 million at December 27, 2008, $6.1 million at June 30, 2008 and $6.8 million at June 30, 2007, have been recorded at fair value with realized and unrealized gains and losses included in net loss in the Consolidated Statements of Operations. These securities were recorded in prepaid expenses and other current assets in the Consolidated Statements of Financial Position. Included in net loss were unrealized net holding losses of $0.1 million for the six months ended December 27, 2008, $0.4 million for the year ended June 30, 2008 and gains of $1.0 million for the year ended June 30, 2007.

5. Financial Instruments The following table sets forth the Companys financial assets that were accounted for at fair value at December 27, 2008:

Fair Value at Reporting Date Using (Dollar amounts in millions) Total Level 1 Level 2 Level 3 Certificates of deposit and time deposits $5.7 $ $ 5.7 $ Commercial paper 18.8 18.8 U.S. government and agency obligations 50.3 16.8 33.5 Corporate bonds 134.9 134.9 Asset-backed securities 34.8 34.8 Short-term investments 244.5 16.8 227.7 Cash equivalents 68.6 68.6 Publicly traded common stock 0.9 0.9 Deferred compensation and excess savings plan assets 6.2 6.2 Total assets measured at fair value $320.2 $ 92.5 $ 227.7 $

Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase. Publicly traded common stock represents minority equity investments which are included in other long-term assets in the Consolidated Statements of Financial Position. Deferred compensation and excess savings plan assets, totaling $6.2 million at December 27, 2008, have been classified as trading and have been recorded at fair value with realized gains and losses included in net loss. These assets are included in prepaid expenses and other current assets in the Consolidated Statements of Financial Position.

The Company has classified its investments in equity and debt securities as available-for-sale. Available-for-sale investments are initially recorded at cost with temporary changes in fair value periodically adjusted through comprehensive income. The Company periodically reviews its investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments to their fair value when an other-than-temporary decline has occurred.

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At December 27, 2008, the Company evaluated its investment portfolio to determine if there had been a decline in market value that was considered to be other-than-temporary. For the six months ended December 27, 2008, the Company concluded that $3.2 million of the decline in market value was other-than-temporary and recorded a charge in loss on investments for an other-than-temporary impairment of investments in senior debt securities issued by Lehman Brothers Holdings, Inc. and Washington Mutual Bank N.V. The impairment charge resulted from a number of factors, including the magnitude and duration of the decline in market value, the regulatory and economic environment, and changes in credit rating of the issuers. Total net unrealized losses of $6.5 million in the investment portfolio at December 27, 2008 were due to market movements and fluctuations in interest rates and have been recorded in accumulated other comprehensive loss in the Consolidated Statements of Financial Position. Management does not believe the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of December 27, 2008. The Company has the intent and ability to hold these investments until recovery of value or maturity.

For the year ended June 30, 2008, a pre-tax charge of $3.1 million was recorded for an other-than-temporary impairment of a publicly traded non-strategic minority equity investment. The impairment charge resulted from a number of factors that were assessed, including the duration of the decline in market value, the financial condition, and future prospects for the investee.

Concentration of Credit Risk The financial instruments that potentially subject Celera to concentrations of credit risk are cash and cash equivalents, short-term investments, and accounts receivable. Celera attempts to minimize the risks related to cash and cash equivalents and short-term investments by using highly-rated financial institutions and by investing in a broad and diverse range of securities. Guidelines have been established relative to credit ratings and maturities intended to maintain safety and liquidity.

At December 27, 2008, Abbott and Medicare accounted for 19% and 14%, respectively, of net accounts receivable.

6. Inventories Net inventories included the following components at December 27, 2008, June 30, 2008 and June 30, 2007:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Raw materials and supplies $ 3.9 $4.5 $5.9 Work-in-process 1.1 2.1 0.4 Finished products 2.5 2.7 2.5 Total inventories, net $ 7.5 $9.3 $8.8

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7. Property, Plant and Equipment Property, plant and equipment consisted of the following at December 27, 2008, June 30, 2008 and June 30, 2007:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Leasehold improvements $ 19.7 $15.9 $12.3 Machinery and equipment 41.0 38.0 36.0 Computer software and licenses 12.5 11.4 10.7 Property, plant and equipment, at cost 73.2 65.3 59.0 Accumulated depreciation and amortization 56.5 54.3 51.6 Property, plant and equipment, net $ 16.7 $11.0 $7.4

Depreciation expense for property, plant and equipment was $2.7 million for the six months ended December 27, 2008 and $5.9 million, $4.7 million and $10.9 million for the years ended June 30, 2008, 2007 and 2006, respectively.

In connection with the decision to exit its small molecule drug discovery and development programs, Celera decided to pursue the sale of its South San Francisco, California facility. A $9.8 million pre-tax charge was recorded for the year ended June 30, 2006, that represented the write-down of the carrying amount of the facility to its then estimated market value less estimated selling costs, of $11.5 million. The facility was reclassified from property, plant and equipment into assets held for sale and included in prepaid expenses and other current assets in the Consolidated Statements of Financial Position.

In the year ended June 30, 2007, an additional $6.8 million pre-tax charge was recorded to write-down the facility to its then estimated market value less estimated selling costs. In the year ended June 30, 2008, a further $0.3 million pre-tax charge was recorded, representing the write-down of the facility to its then estimated market value less estimated selling costs. The pre-tax charges have been recorded in employee-related charges, asset impairments and other in the Consolidated Statements of Operations.

The Company has continued to market the property but has been unsuccessful in finding a buyer. Given the uncertainty of a future sale, the Company has reclassified the property at December 27, 2008 as held and used in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. At December 27, 2008, the property is reflected at its fair value of $4.2 million and is being depreciated over its remaining estimated useful life.

8. Goodwill Prior to January 2008, the Company operated as one reporting segment. Beginning in January 2008, Celeras business has been conducted through three reporting segments, Lab Services, Products and Corporate. The goodwill as of June 30, 2007 was assigned to the segments on a relative fair value basis in accordance with SFAS No. 142, Goodwill and Other Intangible Assets.

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The carrying amount of goodwill in each reporting segment was as follows:

(Dollar amounts in millions) Lab Services Products Corporate Unallocated Total Balance at June 30, 2007 $ $ $ $ 2.7 $2.7 Goodwill allocated to segments 0.4 2.3 (2.7 ) Goodwill acquired 103.3 10.6 113.9 Balance at June 30, 2008 103.3 11.0 2.3 116.6 Purchase price allocation adjustment (0.3 ) (0.3 ) Balance at December 27, 2008 $ 103.0 $ 11.0 $ 2.3 $ $116.3

For the year-ended June 30, 2008, the increase in goodwill was related to the acquisitions of BHL and Atria (refer to Note 2). BHLs purchase price allocation was revised during the six months ended December 27, 2008 to reflect a reduction in tax liability of $0.3 million at the date of acquisition.

9. Intangible Assets Intangible assets consisted of the following at December 27, 2008, June 30, 2008 and June 30, 2007:

Gross Carrying Amount At At At December 27, Additions June 30, June 30, (Dollar amounts in millions) 2008 (Impairment) 2008 Additions 2007 Amortized intangible assets: Acquired technology $ 17.6 $ $17.6 $17.6 $ Patents and licenses 2.7 2.3 0.4 0.4 Customer relationships 85.2 85.2 85.2 Other 0.9 0.9 0.9 Total amortized intangible assets 106.4 2.3 104.1 104.1 Unamortized intangible assets: Trade names 23.5 (0.3 ) 23.8 23.8 Total $ 129.9 $ 2.0 $127.9 $127.9 $

Accumulated Amortization Weighted At At At Average December 27, June 30, June 30, (Dollar amounts in millions) Life 2008 Additions 2008 Additions 2007 Amortized intangible assets: Acquired technology 8 $ 2.7 $ 1.1 $ 1.6 $ 1.6 $ Patents and licenses 7 0.5 0.3 0.2 0.2 Customer relationships 13 9.3 3.9 5.4 5.4 Other 5 0.2 0.1 0.1 0.1 Total amortized intangible assets 12.7 5.4 7.3 7.3 Unamortized intangible assets: Trade names Total $ 12.7 $ 5.4 $ 7.3 $ 7.3 $

In accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, the value of the BHL and Atria trade names were tested for impairment at December 27, 2008. The book value of the Atria trade name was determined to be in excess of the market value and an impairment charge of $0.3 million was recorded in amortization and impairment of purchased intangible assets in the Consolidated Statements of Operations.

Aggregate intangible asset amortization expense was as follows:

Six Months Years Ended June 30, Ended December 27, (Dollar amounts in millions) 2008 2008 2007 2006 Intangible asset amortization expense $ 5.4 $7.3 $ $1.1

Amortization of acquisition-related intangible assets is recorded in amortization and impairment of purchased intangible assets in the Consolidated Statements of Operations.

The estimated intangible asset amortization expense for each of the next five years is shown in the following table. Future acquisitions or impairment events could cause these amounts to change.

(Dollar amounts in millions) 2009 $10.7 2010 10.7 2011 10.5 2012 10.1 2013 8.9

10. Debt and Lines of Credit Prior to the split-off from Applied Biosystems (now Life Technologies), Celera had access to Applied Biosystems (now Life Technologies) $250 million unsecured revolving credit facility. There were no borrowings outstanding related to Celera under this facility at June 30, 2008 or 2007.

In connection with the acquisition of BHL, Celera assumed $10.8 million of floating and fixed rate debt, mostly secured by BHLs accounts receivable and certain other fixed assets. At December 27, 2008 and June 30, 2008, $0.1 million of this debt remained outstanding. Refer to Note 2 for additional information on the BHL acquisition.

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11. Other Balance Sheet Accounts Other long-term assets consisted of the following at December 27, 2008, June 30, 2008 and June 30, 2007:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Investment in Abbott strategic alliance (a) $ $10.0 $10.0 Receivable from Abbott (a) 24.8 Non-current deferred tax asset 151.2 Other 1.5 2.5 3.9 Other long-term assets $ 26.3 $12.5 $165.1

(a) Following the termination of the alliance effective October 1, 2008, the total net investment at December 27, 2008 has been converted to a long-term receivable of $24.8 million from Abbott. Prepaid expenses and other current assets included $14.7 million and $11.0 million at June 30, 2008 and 2007, respectively, related to the investment in the alliance. Refer to Note 19 for further information.

Other long-term liabilities consisted of the following at December 27, 2008, June 30, 2008 and June 30, 2007:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Deferred compensation $ 6.2 $6.1 $6.8 Deferred tax liability 15.7 16.0 Patent liability 2.8 Accrued pension benefits 2.4 2.2 Other 3.3 4.5 3.2 Long-term liabilities $ 25.2 $29.0 $15.0

Other accrued expenses consisted of the following at December 27, 2008, June 30, 2008 and June 30, 2007:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Restructuring $ 1.2 $1.6 $2.6 Litigation 3.5 Other 8.6 8.3 5.7 Other accrued expenses $ 9.8 $9.9 $11.8

12. Stock Capital Stock The capital stock of the Company consists of 310,000,000 shares, 300,000,000 of which are designated common stock, par value $0.01 per share, and 10,000,000 of which are designated preferred stock, par value $0.01 per share.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As part of the split-off from Applied Biosystems (now Life Technologies), each outstanding share of Celera Group common stock was redeemed in exchange for one share of Celera Corporation common stock.

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Immediately following the split-off, approximately 80.0 million shares of Celera Corporation common stock were outstanding, based on the same number of shares of Celera Group common stock outstanding as of June 30, 2008. No shares of preferred stock were outstanding following the split-off.

In addition, each option to purchase shares of Celera Group common stock and each other security evidencing the right to receive shares of Celera Group common stock issued under employee stock incentive plans and outstanding on the split-off date were converted into a similar option to purchase shares of Celera Corporation common stock, at the same exercise price, or a similar security evidencing the right to receive shares of Celera Corporation common stock.

The Company does not anticipate paying any dividends on its common stock in the foreseeable future because it expects to retain any future earnings for use in the operation and expansion of the business. The amount and payment of any dividends in the future will be at the discretion of the Board of Directors and will depend, among other things, on the Companys financial condition, results of operations, cash requirements, future prospects and other factors that may be considered relevant by the Board of Directors.

Treasury Stock The Companys treasury shares are recorded at aggregate cost.

Treasury stock consists of Celera Corporation common stock previously deferred under Applied Biosystems (now Life Technologies) Director Stock Purchase and Deferred Compensation Plans, and shares of Celera Corporation common stock reacquired by the Company to satisfy tax withholding obligations upon the vesting of shares of certain restricted stock awards. During the six months ended December 27, 2008, 0.1 million shares were reacquired by the Company to satisfy tax withholding obligations and $1.0 million was recorded as treasury stock.

The changes in shares issued and held in treasury are summarized below:

(Shares in millions) Issued Balance at June 30, 2006 77.3 Issuance of shares 1.7 Balance at June 30, 2007 79.0 Issuance of shares 1.0 Balance at June 30, 2008 80.0 Issuance of shares 1.4 Balance at December 27, 2008 81.4

(Shares in millions) Treasury Balance at June 30, 2008, 2007 and 2006 Reacquired shares 0.1 Balance at December 27, 2008 0.1

13. Share-Based Compensation Prior to the split-off from Applied Biosystems (now Life Technologies), Celeras employees, as part of Applied Biosystems (now Life Technologies), were granted stock options, restricted stock and restricted stock

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) units related to Celera Group common stock. As a result, the following disclosures include share-based compensation information relating to Celera Corporation common stock and Celera Group common stock.

Total share-based compensation expense under the provisions of SFAS No. 123(R) was as follows:

Six Months Ended Years Ended December 27, June 30, (Dollar amounts in millions) 2008 2008 2007 2006 Pre-tax share-based compensation expense $ 2.9 $6.8 $3.3 $1.5 Tax benefit 2.1 0.9 0.3 Net share-based compensation expense $ 2.9 $4.7 $2.4 $1.2

The share-based compensation expense for the six months ended December 27, 2008 included $0.5 million related to the accelerated vesting of Applied Biosystems (now Life Technologies) stock awards held by Celera employees following the merger of Applied Biosystems (now Life Technologies) with Invitrogen.

As of December 27, 2008, there was $9.2 million of total unrecognized compensation expense related to Celera stock options and restricted stock units that is expected to be recognized over a weighted average period of approximately 1.8 years.

Share-Based Plans As of December 27, 2008, approximately 12.4 million shares of Celera Corporation common stock were available for the grant of awards under the Celera Corporation 2008 Stock Incentive Plan (the Plan). Share-based exercises of Celera Corporation common stock are settled with a combination of treasury and newly issued shares.

Prior to the split-off, the Applied Biosystems/Celera Group 1999 Amended and Restated Stock Incentive Plan (Celera Group Plan) authorized grants of Celera Group stock options, restricted stock units, and other equity awards. Directors, officers, employees, and consultants were granted awards under the Celera Group Plan in a manner that reflected their responsibilities.

Stock Options Prior to the split-off, options granted to Celera employees allowed them to purchase shares of Celera Group common stock under the terms of the plans under which they were issued. In addition, members of Applied Biosystems (now Life Technologies) Board of Directors received Celera Group stock options for their service on Applied Biosystems (now Life Technologies) board. Celera Group stock options were issued at their fair market value at grant date. With the exception of Celera Group stock options granted in the fourth quarter of the year ended June 30, 2005, as discussed below, Celera Group stock options generally vested equally over a four-year service period and expire ten years from the grant date.

During the year ended June 30, 2005, Applied Biosystems (now Life Technologies) Board of Directors approved the grant of options to purchase 1.3 million shares of Celera Group common stock to some employees, including executive officers. These options have a term of ten years from the grant date, and were fully vested and exercisable as of the grant date. However, Celera Group common stock acquired on the exercise of these options is subject to a restriction on transfer (covering sales, gifts, pledges, and any other method of disposition). The transfer restriction will lapse, for each grant of options to purchase Celera Group common stock, on 25% of the shares covered by these grants on each of the first four anniversaries of the grant date. Also, the transfer restriction will lapse in full on termination of employment for any reason.

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Effective on the split-off, each of the outstanding options to acquire Celera Group common stock, including those described above, was converted into an option to acquire shares of Celera Corporation. A summary of option activity under the Plan as of December 27, 2008, and changes during the six months then ended, is presented below:

Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term Value Options Price (In years) (In millions) Outstanding at June 30, 2008 6,181,531 $ 18.32 Granted 327,500 11.69 Exercised (894,086 ) 8.79 Cancelled (122,174 ) 29.40 Outstanding at December 27, 2008 5,492,771 $ 19.23 4.5 $ 2.0 Vested or expected to vest at December 27, 2008 (a) 5,366,703 $ 19.37 4.4 $ 2.0 Exercisable at December 27, 2008 4,509,496 $ 20.51 3.7 $ 1.8

(a) The expected to vest amount represents the unvested Celera stock options as of December 27, 2008 less estimated forfeitures.

The weighted-average grant-date fair value of options granted was $5.12 for the six months ended December 27, 2008 and $5.38, $5.51 and $4.36, for the years ended June 30, 2008, 2007 and 2006, respectively. Cash received from stock option exercises was $7.9 million for the six months ended December 27, 2008 and $7.9 million, $16.8 million and $23.5 million for the years ended June 30, 2008, 2007 and 2006, respectively. The total intrinsic value of stock awards exercised was $2.3 million for the six months ended December 27, 2008 and $3.9 million, $6.8 million and $3.5 million for the years ended June 30, 2008, 2007 and 2006, respectively.

Restricted Stock Units Restricted stock units represent rights to receive shares of Celera common stock on the satisfaction of applicable vesting conditions. Restricted stock units with service conditions vest in four equal annual installments, their fair value being determined based on the price of Celera shares on the grant date. Restricted stock units with performance conditions vest in various increments based on the terms of the awards and attainment of performance targets. At grant date, an initial assessment is made of which performance targets will be met. During the performance period, the Company continues to monitor whether the initial assessment is still valid and the accruals are adjusted if it becomes apparent that a different target level is more likely to be achieved. By the end of the requisite period, compensation expense is recognized to the extent the performance target is ultimately achieved.

The weighted-average grant-date fair value of restricted stock units granted was $10.96 for the six months ended December 27, 2008 and $13.88, $15.05 and $11.41 for the years ended June 30, 2008, 2007 and 2006, respectively.

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A summary of restricted stock unit activity under the Plan as of December 27, 2008, and changes for the six months then ended, is presented below:

Weighted- Average Number of Grant-Date Shares Fair Value Nonvested at June 30, 2008 1,188,877 $ 14.49 Granted 15,000 10.96 Vested (226,004 ) 13.99 Cancelled (139,453 ) 14.91 Nonvested at December 27, 2008 838,420 14.50

Restricted Stock Prior to the split-off, certain employees and non-employee directors were granted shares of Celera Group restricted stock that vest when certain continuous employment/service restrictions and/or specified performance goals were achieved. The fair value of the restricted stock is generally expensed over the restricted periods. The periods may vary depending on the estimated achievement of performance goals.

A summary of restricted stock activity under the Plan as of December 27, 2008, and changes for the six months then ended, is presented below:

Weighted- Average Number Grant-Date of Units Fair Value Nonvested at June 30, 2008 43,705 $ 13.24 Vested (43,705) 13.24 Nonvested at December 27, 2008

The total fair value of shares vested, including restricted stock units and restricted stock, for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006 was $5.3 million, $2.1 million, $0.9 million and $0.4 million, respectively.

Employee Stock Purchase Plans Prior to the split-off, employees could participate in the Applied Biosystems (now Life Technologies) stock purchase plan. This plan gave employees the right to purchase shares of Celera Group common stock. Employees were eligible to participate through payroll deductions of up to 10% of their compensation. Celera Group common stock was purchased at 85% of the lower of the average market price at the beginning or the end of each three month offering period. Under the provisions of SFAS No. 123(R), expense was recorded under these stock purchase plans of $0.7 million in each of the years ended June 30, 2008, 2007 and 2006.

The number of Celera Group shares issued under Applied Biosystems (now Life Technologies) employee stock purchase plan was 248,000, 242,000 and 335,000 for the years ended June 30, 2008, 2007 and 2006, respectively.

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Director Stock Purchase and Deferred Compensation Plan Applied Biosystems (now Life Technologies) adopted a Director Stock Purchase and Deferred Compensation Plan in 1993 that permitted Applied Biosystems (now Life Technologies) non-employee directors to apply all or a portion of their annual retainer and other board fees to the purchase of common stock. Prior to the split-off, purchases of Celera Group common stock were made in a ratio approximately equal to the number of shares of Celera Group common stock outstanding. The purchase price was the fair market value on the date the retainer was earned. At December 27, 2008, 29,902 shares of Celera Corporation common stock were deferred under the Director Stock Purchase and Deferred Compensation Plan and are treated as vested Celera stock units for accounting purposes.

14. Income Taxes Earnings and taxes are primarily derived from U.S. sources. The benefit (provision) for income taxes from operations for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006 consisted of the following:

Six Months Years Ended June 30, Ended December 27, (Dollar amounts in millions) 2008 2008 2007 2006 Current $ 0.2 $41.3 $0.6 $64.6 Deferred 1.0 (136.9) 14.7 (25.4) Total benefit (provision) for income taxes $ 1.2 $(95.6 ) $15.3 $39.2

A reconciliation of the federal statutory tax rate to the actual benefit (provision) for income taxes for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006 is set forth in the following table:

Six Months Years Ended June 30, Ended December 27, (Dollar amounts in millions) 2008 2008 2007 2006 Federal statutory rate 35 % 35 % 35 % 35 % Tax at federal statutory rate $ 5.0 $5.2 $12.6 $36.0 State income taxes 0.7 Valuation allowance (4.9 ) (98.1) Non-deductible costs related to the split-off (0.1 ) (1.8 ) R&D tax credit 0.3 (0.3 ) 2.9 3.4 Non-deductible stock compensation expense (0.2 ) (0.2 ) (0.2 ) Non-deductible compensation expense (0.2 ) Indefinite lived intangibles (0.1 ) Termination of pension plan 0.3 Meals and entertainment (0.2 ) Total benefit (provision) for income taxes $ 1.2 $(95.6) $15.3 $39.2

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Significant components of deferred tax assets and liabilities at December 27, 2008, June 30, 2008 and June 30, 2007 are summarized below:

At At June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 Deferred tax assets: Depreciation $ 2.4 $7.5 $6.7 Inventories 1.7 1.0 1.0 Postretirement and postemployment benefits 0.6 0.4 Unrealized losses on investments 3.6 0.6 5.8 Allowance for doubtful accounts 6.7 2.8 0.2 Stock compensation 4.6 2.5 2.1 Compensation 1.0 1.8 1.4 Other accruals 2.3 5.0 3.2 Tax credit and loss carryforwards 50.2 36.9 66.9 Capitalized R&D expense 48.7 65.0 61.6 Intangible assets 3.1 State taxes, net of federal benefit (a) 1.7 11.9 20.7 Restructuring reserve 5.8 Present value discount of long-term receivable from Abbott 2.3 Subtotal 131.0 135.6 173.1 Valuation allowance U.S. federal and states (107.0 ) (103.6) (20.7 ) Total deferred tax assets 24.0 32.0 152.4 Deferred tax liabilities: Intangible assets 37.0 46.0 Total deferred tax liabilities 37.0 46.0 Total net deferred tax (liabilities) assets $ (13.0 ) $(14.0 ) $152.4 Total current deferred tax asset $ 2.7 $2.0 $1.2 Total non-current deferred tax (liabilities) assets (15.7 ) (16.0 ) 151.2 Total net deferred tax (liabilities) assets $ (13.0 ) $(14.0 ) $152.4

(a) Represents state deferred tax assets not included in the above categories.

Prior to the split-off from Applied Biosystems (now Life Technologies), losses were absorbed by income at the Applied Biosystems (now Life Technologies) level and therefore there were no net operating loss carryforwards at June 30, 2008 other than losses that were a result of various acquisitions of approximately $30.4 million, on a tax affected basis.

Subsequent to the split-off, Celera generated $7.0 million of U.S. federal and state net operating losses on a tax effected basis. In addition, Celera generated $0.4 million of U.S. federal and state credits.

These losses will expire between 2009 and 2029. The Internal Revenue Code has limited the amount of the acquired net operating loss carryforwards that can be used annually to offset future taxable income as a result of these acquisitions. The Company also has U.S. federal credit carryforwards of $8.0 million that expire between 2009 and 2029.

The net operating loss carryforward includes $2.0 million, on a tax effected basis, related to excess employee stock option deductions, the benefit from which will be recorded in additional paid-in capital when utilized in future years. For the six months ended December 27, 2008, $0.3 million of excess employee stock option deductions were recorded to additional paid-in capital.

The valuation allowance of $107.0 million at December 27, 2008, increased by $3.4 million compared to June 30, 2008, primarily due to net increases in tax credits and net operating loss carryforwards.

The valuation allowance of $103.6 million at June 30, 2008, increased by $82.9 million compared to June 30, 2007, primarily due to the split-off from Applied Biosystems (now Life Technologies). Prior to the split-off, Celera recorded a non-cash tax charge of $98.1 million to increase the valuation allowance against its deferred tax assets. As a result of the split-off, Celera will no longer be a member of Applied Biosystems (now Life Technologies) consolidated return. Due to Celeras post split-off separate taxpayer status and history of losses, management determined that it was more likely than not that the net deferred tax assets distributed to Celera in conjunction with the split-off will not be realized. Consequently, a full federal valuation allowance was established after having considered reversing deferred tax liabilities. These deferred tax assets are expected to expire between 2009 and 2022, if not used before then.

At June 30, 2007, the valuation allowance was $20.7 million, which entirely related to state deferred tax assets. The valuation allowance increased by $1.7 million for the year ended June 30, 2007, from $19.0 million at June 30, 2006, primarily due to changes in temporary differences. A state valuation allowance is maintained for future tax deductions and carryforwards, since the Company believes it is more likely than not that it may not generate sufficient income, of the appropriate character, and in the particular jurisdictions, to realize the benefits before the carryforward periods expire.

Celera adopted the provisions of FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 and FIN 48-1, Definition of Settlement in FASB Interpretation No. 48 on July 1, 2007. FIN 48 addresses the recognition and measurement of uncertain income tax positions using a more-likely-than-not threshold and also requires enhanced disclosures in the financial statements. FIN 48-1 amends FIN 48 to provide guidance on how companies should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits.

As a result of the adoption of FIN 48, the Company recognized a decrease of $34.9 million to its opening accumulated net loss relating to uncertain tax positions.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Dollar amounts in millions) Unrecognized income tax benefits at July 1, 2007 $5.6 Increases from prior-period positions 0.4 Decreases from prior-period positions (2.0) Unrecognized income tax benefits at June 30, 2008 4.0 Decreases from prior-period positions (3.9) Unrecognized income tax benefits at December 27, 2008 $0.1

The unrecognized income tax benefits at June 30, 2008, included $3.6 million related to deferred tax assets that were allocated to the Company under Applied Biosystems (now Life Technologies) tax accounting

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) policies. Following the split-off, these deferred tax assets remained with Applied Biosystems (now Life Technologies) as did the related unrecognized income tax benefits of $3.6 million. The Company does not believe that the total amount of unrecognized tax benefits will increase or decrease significantly within the next twelve months.

The Company has recognized an immaterial amount of interest and penalties related to uncertain tax positions in its provision for income taxes.

The Company files U.S. federal and various state income tax returns. The U.S. statutes of limitation are open for the fiscal tax years 2004 forward. The Company is not currently under any income tax audits. Under the tax matters agreement between Applied Biosystems (now Life Technologies) and the Company (refer to Note 16), it is expected that Applied Biosystems (now Life Technologies) generally will be responsible for the payment of all taxes attributable to Celeras operations prior to the split-off.

Under the terms of the tax matters agreement between Applera and its affiliates and the Company and its affiliates entered into in connection with the split-off, certain tax assets were transferred to Celera. To preserve the allocation of one of the tax assets transferred to the Company, Applied Biosystems (now Life Technologies) was required to make a specific tax election on its federal tax return for the period ended June 27, 2008. The Company put Applied Biosystems (now Life Technologies) on notice that the election must be made. Applied Biosystems (now Life Technologies) refused to make the election on its federal tax return filed on March 16, 2009 and, pursuant to applicable tax regulations, that decision is irrevocable. This action has resulted in the elimination of approximately $8.7 million of Celeras non-current deferred tax assets at December 27, 2008. Because of the full valuation allowance against these tax assets, there is no affect on the Companys net deferred tax assets at December 27, 2008.

The Company believes that Applied Biosystems (now Life Technologies) failure to make the election constitutes a material breach of the tax matters agreement. The Company intends to pursue its rights and remedies with respect to this matter.

15. Retirement and Other Benefits Pension Plans, Retiree Healthcare and Life Insurance Benefits Prior to the split-off from Applied Biosystems (now Life Technologies), a small number of Celera employees participated in Applied Biosystems (now Life Technologies) pension and postretirement benefit plans. Benefits provided under Applied Biosystems (now Life Technologies) defined benefit pension plans are generally based on years of service and compensation during active employment. The accrual of future service benefits for the qualified defined benefit pension plan was frozen as of June 30, 2004. Prior to the split-off, Applied Biosystems (now Life Technologies) also sponsored nonqualified supplemental benefit plans in which a small number of Celera employees participated. These supplemental plans were unfunded.

Subsequent to the split-off, Celera adopted a non-qualified deferred compensation and excess savings plan similar to the plans offered by Applied Biosystems (now Life Technologies).

Prior to the split-off, Celeras President and Chief Executive Officer participated in Applied Biosystems (now Life Technologies) supplemental executive retirement plan. Celera froze this plan and transferred the value of the benefit at June 30, 2008 to the Celera Corporation Non-Qualified Savings and Deferral Plan. No further contributions to the supplemental executive retirement plan will be made by the Company and the benefit will only be available to Celeras President and Chief Executive Officer upon termination or retirement.

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The net periodic benefit expense allocated to the Company associated with Applied Biosystems (now Life Technologies) employee benefit plans for the years ended June 30, is shown in the table below. These amounts represent the Companys share of Applied Biosystems (now Life Technologies) contributions to the plan. Accordingly, there was no benefit expense recognized for the six months ended December 27, 2008. As a result of the split-off, liabilities for Celera eligible employees for the qualified domestic pension and postretirement benefit plans will remain with Applied Biosystems (now Life Technologies).

Post- (Dollar amounts in millions) Pension Retirement 2008 $ 1.2 $ 0.1 2007 1.1 0.1 2006 0.5 0.1

Savings Plans Prior to the split-off, Celeras employees participated in Applied Biosystems (now Life Technologies) 401(k) savings plan. Following the split-off, Celera offers a tax-qualified 401(k) savings plan to all eligible employees. Contributions to the plans on behalf of the employees, net of plan forfeitures, were $0.5 million for the six months ended December 27, 2008 and $1.4 million, $1.4 million and $2.6 million for the years ended June 30, 2008, 2007 and 2006, respectively.

16. Commitments, Contingencies, and Guarantees Future minimum payments at December 27, 2008 under non-cancelable operating leases for real estate and equipment were as follows:

(Dollar amounts in millions) 2009 $9.0 2010 7.1 2011 3.8 2012 1.9 2013 1.9 2014 and thereafter 7.8 Total $31.5

Rental expense was $3.3 million for the six months ended December 27, 2008 and $6.3 million, $5.1 million, and $8.1 million for the years ended June 30, 2008, 2007 and 2006, respectively. Rent expense associated with operating leases that include scheduled rent increases and tenant incentives, such as rent holidays, is recorded on a straight-line basis over the term of the lease.

Indemnifications In the normal course of business, Celera enters into agreements under which it indemnifies third parties for intellectual property infringement claims or claims arising from breaches of representations or warranties. In addition, from time to time, Celera provides indemnity protection to third parties for claims relating to past performance arising from undisclosed liabilities, product liabilities, environmental obligations, representations and warranties, and other claims. In these agreements, the scope and amount of remedy, or the period in which claims can be made, may be limited. It is not possible to determine the maximum potential amount of future payments, if any, due under these indemnities due to the conditional nature of the obligations and the unique facts and circumstances involved in each agreement. Historically, payments made related to these indemnifications have not been material to the Companys consolidated financial position.

Legal Proceedings Applied Biosystems (now Life Technologies) and some of its officers are defendants in a lawsuit brought on behalf of purchasers of Celera stock in its follow-on public offering of Celera stock completed on March 6, 2000. In the offering, Applied Biosystems (now Life Technologies) sold an aggregate of approximately 4.4 million shares of Celera stock at a public offering price of $225 per share. The lawsuit, which was commenced with the filing of several complaints in April and May 2000, is pending in the U.S. District Court for the District of Connecticut, and an amended consolidated complaint was filed on August 21, 2001. The consolidated complaint generally alleges that the prospectus used in connection with the offering was inaccurate or misleading because it failed to adequately disclose the alleged opposition of the Human Genome Project and two of its supporters, the governments of the U.S. and the U.K., to providing patent protection to Celeras genomic-based products. Although neither Celera nor Applied Biosystems (now Life Technologies) ever sought, or intended to seek, a patent on the basic human genome sequence data, the complaint also alleges that Applied Biosystems (now Life Technologies) did not adequately disclose the risk that it would not be able to patent this data. The consolidated complaint seeks unspecified monetary damages, rescission, costs and expenses, and other relief as the court deems proper. On March 31, 2005, the court certified the case as a class action. In November 2008, the U.S. District Court for the District of Connecticut issued an order to the parties to show cause why the case should not be dismissed. A hearing on this matter has been scheduled for April 2009.

Under the terms of the separation agreement between Celera and Applied Biosystems (now Life Technologies), Celera agreed to indemnify Applied Biosystems (now Life Technologies) for liabilities resulting from the class action suit described above, as well as other actions pending on the split-off date or that may arise in the future, to the extent such actions are ultimately determined to relate to or arise out of the Celera business, assets or liabilities, in each case, to the extent not covered by Applied Biosystems (now Life Technologies) insurance. If plaintiffs in these suits are ultimately successful on the merits, the resulting liabilities for which Celera is responsible could have a material adverse impact on Celeras business and financial condition.

On May 15, 2008, Celera received a letter from the National Institutes of Health, or NIH, following up on previous correspondence and discussions and requesting that Celera enter into a license agreement with the NIH for its U.S. Patent No. 5,252,477 in connection with Celeras ViroSeq HIV-1 Genotyping System, and that Celera pay royalties in respect of all of its past sales of this product (which NIH alleged to be approximately $1.9 million), and in respect of future sales of this product. Although Celera has had discussions with the NIH on this matter, Celera continues to believe that the NIHs patent is not applicable to its ViroSeq HIV-1 Genotyping System and that the NIH is not entitled to any royalties from the sale of this product.

Tax Matters Agreement The tax matters agreement with Applied Biosystems (now Life Technologies) governs Applied Biosystems (now Life Technologies) and Celeras respective rights, responsibilities and obligations after the split-off with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the split-off, together with certain related transactions, to qualify as a tax-free exchange for U.S. federal income tax purposes within the meaning of Sections 355 and 368(a)(1)(D) of the Internal Revenue Code (including as a result of Section 355(e) of the Internal Revenue Code). Under the tax matters agreement, it is expected that Applied Biosystems (now Life Technologies) generally will be responsible for the payment of all income and non-income taxes attributable to Celeras operations pre-split-off and Celera generally will be responsible for the payment of all income and non-income taxes attributable to its operations post-split-off. In addition, Applied Biosystems (now Life Technologies) will pay Celera for certain available tax benefits resulting from U.S. federal and state tax credits and losses attributable to Celeras business that arose prior to the split-off from Applied Biosystems (now Life Technologies), to the extent these credits are not first utilized by Applied Biosystems (now Life Technologies).

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Notwithstanding the foregoing, it is expected that, under the tax matters agreement, Celera also generally will be responsible for any taxes imposed on Applied Biosystems (now Life Technologies) that arise from the failure of the split-off, together with certain related transactions, to qualify as a tax-free exchange for U.S. federal income tax purposes within the meaning of Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, if such failure to qualify is attributable to actions, events or transactions relating to Celeras stock, assets or business, or a breach of the relevant representations or covenants made by Celera in the tax matters agreement. In addition, Celera generally will be responsible for a percentage of any taxes that arise from the failure of the split-off, together with certain related transactions, to qualify as a tax-free exchange for U.S. federal income tax purposes within the meaning of Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, if such failure is for any reason for which neither Celera nor Applied Biosystems (now Life Technologies) is responsible. Under the tax matters agreement Celera will also be required to indemnify Applied Biosystems (now Life Technologies) for a portion of Applied Biosystems (now Life Technologies) tax cost resulting from Applied Biosystems (now Life Technologies) and Celera entering into an intellectual property supply agreement and other intellectual property license agreements in connection with the split-off. The tax matters agreement also is expected to impose restrictions on Celeras and Applied Biosystems (now Life Technologies) ability to engage in certain actions following Celeras separation from Applied Biosystems (now Life Technologies) and to set forth the respective obligations among Celera and Applied Biosystems (now Life Technologies) with respect to the filing of tax returns, the administration of tax contests, assistance and cooperation and other matters.

The Company believes that Applied Biosystems (now Life Technologies) has materially breached the tax matters agreement in connection with the filing of its consolidated federal tax return for the period ended June 27, 2008. Refer to Note 14 for a discussion of this matter.

17. Supplemental Cash Flow Information Cash paid for interest and significant non-cash investing and financing activities for the six months ended December 27, 2008 and years ended June 30, 2008, 2007 and 2006 was as follows:

Six Months Ended Years Ended June 30, December 27, (Dollar amounts in millions) 2008 2008 2007 2006 Tax paid $ 0.1 $ $ $ Interest paid 0.1 Significant non-cash investing activities: Reclassification of property to PP&E from prepaid expenses and other current assets 4.2 Significant non-cash financing activities: Tax benefit related to employee stock options 0.3 1.4 2.3 1.1 Stock issued for which proceeds were in-transit 3.1 0.2 0.1 1.4

18. Stockholders Equity The Consolidated Statements of Financial Position at June 30, 2008 and 2007 included the equity transactions of Applied Biosystems (now Life Technologies), which were attributed to Celera as net allocations from Applied Biosystems (now Life Technologies). These net allocations from Applied Biosystems (now Life Technologies) primarily consisted of equity transactions that were specifically attributable to Celera. These transactions included, among others, net loss of Celera, activity related to Celera Group common stock, including stock-based compensation, investment activity specifically allocated to Celera and tax items related to Celera.

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These transactions were incurred by Applied Biosystems (now Life Technologies) and, based on specific identification and Applied Biosystems (now Life Technologies) tax sharing policy, were attributed to Celera.

19. Celera Diagnostics and Abbott Laboratories Celera Diagnostics Through December 31, 2005, Applied Biosystems (now Life Technologies) operated a diagnostics business known as Celera Diagnostics. This business was a 50/50 joint venture between Celera and Applied Biosystems (now Life Technologies). In January 2006, Applied Biosystems (now Life Technologies) announced that its Board of Directors had approved a restructuring of the Celera Diagnostics joint venture. As a result of the restructuring, Applied Biosystems (now Life Technologies) interest in Celera Diagnostics was transferred to Celera in exchange for various considerations to Applied Biosystems (now Life Technologies).

The financial elements of the consideration provided to Applied Biosystems (now Life Technologies) in connection with the restructuring of Celera Diagnostics included $30 million in cash, which was funded by available cash, and Celeras agreement to forgive future royalties due through 2017 on sales of Applied Biosystems (now Life Technologies) products under the terms of a marketing and distribution agreement between Celera and Applied Biosystems (now Life Technologies). As a result of the split-off, the marketing and distribution agreement is no longer effective. The separation agreement governs the relationship of the two parties after the split-off.

As a result of the transfer of interest, commencing with the third quarter of the year ended June 30, 2006, Celera restated its consolidated financial statements and has included Celera Diagnostics as a wholly-owned subsidiary.

Relationship with Abbott Laboratories Celera and Abbott Laboratories, a global health care company, terminated their long term strategic alliance agreement, effective October 1, 2008, and entered into two new agreements, a distribution agreement and a royalty agreement. Celera formed the alliance with Abbott to discover, develop, and commercialize in vitro, meaning outside of the living body, diagnostic products for disease detection, prediction of disease predisposition, disease progression monitoring, and therapy selection. Specifically, under the alliance agreement the two companies worked together to commercialize nucleic acid-based (DNA or RNA) diagnostic products, also referred to as molecular diagnostic products. Celera and Abbott agreed to work exclusively with each other, primarily through a profit-sharing arrangement, in specifically agreed areas of nucleic acid-based diagnostic products.

Under the Abbott alliance agreement, the two companies conducted separate but coordinated research and development activities that were within the scope of the alliance. The coordinated activities included the sharing of scientific results and collaboration regarding the technology and instrumentation that their alliance products would use. The alliance agreement with Abbott permitted Celera to form collaborations and relationships with other companies to support its research activities. Under the profit-sharing arrangement, the parties shared equally in the costs of their separate research and development activities under the alliance, and then shared equally in any profits or losses resulting from the marketing and sales of alliance products whether developed by Celera or Abbott. Additionally, under the Abbott alliance agreement, the two companies shared equally in the funding of both the working capital requirements as well as the investing activities of the alliance.

Under the new agreements, Abbott is required to repay Celeras working capital investment in the former alliance. The repayment is to be made according to a specified schedule between 2013 and 2015. As a result of

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Celera Corporation Notes to Consolidated Financial Statements (Continued) the repayment terms, Celera recorded non-cash interest expense of $6.0 million in the six months ended December 27, 2008 to reduce the receivable to its present value of $24.8 million, which is included in other long-term assets in the Consolidated Statements of Financial Position. The discount will be amortized as non-cash interest income over the scheduled repayment period.

Under the terms of the distribution agreement, Abbott is now the exclusive distributor for a specified group of Celeras diagnostic products. Under the terms of the royalty agreement, the Company receives royalties on the sale by Abbott of m2000 reagents, instruments, service and related consumables, and Abbott receives royalties on the sale of certain Celera genetic tests.

20. Segment Information Celeras operations are primarily in the U.S. and it operated as one segment through December 31, 2007. Celera reorganized its business in January 2008 and now operates through three reporting segments, a clinical laboratory testing service business (Lab Services), a products business (Products), and a segment that includes other activities under corporate management (Corporate). The Lab Services business, conducted through BHL, offers a broad portfolio of clinical laboratory tests and disease management services designed to help healthcare providers improve cardiovascular disease treatment regimens for their patients. The Products business develops, manufactures and oversees the commercialization of molecular diagnostic products. The Corporate segment includes revenues for royalties, licenses, funded collaborations and milestones related to the licensing of certain intellectual property and from Celeras former small molecule and proteomic programs. The Corporate segment also includes corporate and shared general and administrative functions, and centrally managed research and business development activities. Also included in the Corporate segment is the benefit (provision) for income taxes and the amortization and impairment of purchased intangible assets related to Celeras acquisitions of BHL and Atria.

Costs and expenses for the Lab Services segment and the Products segment reflect direct costs attributable to those segments and an allocation of certain shared services related to information technology, human resources, facilities and other services. These costs have been allocated primarily based on head count. Costs related to business development activities have been allocated on a direct basis, except for costs related to the former Abbott strategic alliance (refer to Note 19) which were allocated to the Products segment to the extent agreed to under the alliance arrangement. All other centralized corporate and shared administrative costs are reflected in the Corporate segment. The allocation methods have been consistently applied for all periods presented.

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The following table provides information concerning the segments for the six months ended December 27, 2008 and the years ended June 30, 2008, 2007 and 2006:

Elimination of Intersegment (Dollar amounts in millions) Lab Services Products Corporate Sales Total Six months ended December 27, 2008 Revenues from external customers $ 59.3 $21.7 $12.1 $ $93.1 Intersegment revenues (a) 1.5 (1.5 ) Total net revenues 59.3 23.2 12.1 (1.5 ) 93.1 Operating income (loss) 4.2 4.0 (17.8 ) (0.3 ) (9.9 ) Loss on investments (3.2 ) (3.2 ) Interest income 4.8 4.8 Interest expense (6.0 ) (6.0 ) Income (loss) before income taxes $ 4.2 $4.0 $(22.2 ) $ (0.3 ) $(14.3 ) Total assets $ 252.7 $77.5 $338.0 $ (0.3 ) $667.9 Depreciation and amortization 1.4 0.4 6.6 8.4 Year ended June 30, 2008 Revenues from external customers $ 69.4 $32.5 $36.8 $ $138.7 Intersegment revenues (a) 0.1 (0.1 ) Total net revenues 69.4 32.6 36.8 (0.1 ) 138.7 Operating income (loss) 3.0 (11.0 ) (21.6 ) (29.6 ) Interest income, net 17.8 17.8 Other expense, net (3.1 ) (3.1 ) Income (loss) before income taxes $ 3.0 $(11.0 ) $(6.9 ) $ $(14.9 ) Total assets $ 248.9 $75.8 $354.1 $ $678.8 Depreciation and amortization 2.3 1.3 9.5 13.1 Year ended June 30, 2007 Revenues from external customers $ $25.8 $17.6 $ $43.4 Operating loss (21.7 ) (42.5 ) (64.2 ) Interest income, net 27.8 27.8 Other income, net 0.5 0.5 Loss before income taxes $ $(21.7 ) $(14.2 ) $ $(35.9 ) Total assets $ $38.9 $743.8 $ $782.7 Depreciation and amortization 2.9 3.9 6.8 Year ended June 30, 2006 Revenues from external customers $ $26.8 $19.4 $ $46.2 Operating loss (17.7 ) (114.9 ) (132.6) Gain on investments 7.6 7.6 Interest income, net 22.4 22.4 Other expense, net (0.2 ) (0.2 ) Loss before income taxes $ $(17.7 ) $(85.1 ) $ $(102.8) Depreciation and amortization $ $3.7 $10.5 $ $14.2

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Customer Information Celera has a large and diverse customer base. Since the termination of the strategic alliance agreement with Abbott (refer to Note 19), Products revenues consist primarily of sales of products to Abbott and royalties earned from Abbott under the new distribution and royalty agreements. Prior to the termination of the alliance, Products revenues consisted primarily of equalization revenue from Abbott and sales of products to Abbott at cost. Sales of products to Abbott, including royalties earned from Abbott since the termination of the alliance, were $17.6 million for the six months ended December 27, 2008 and $17.2 million, $9.9 million and $8.8 million for the years ended June 30, 2008, 2007 and 2006, respectively. Equalization revenue from Abbott was $5.3 million for the six months ended December 27, 2008 and $14.9 million, $15.5 million and $17.8 million for the years ended June 30, 2008, 2007 and 2006, respectively. Revenues from Abbott represented 25% of Celeras total revenue for the six months ended December 27, 2008 and 23%, 59% and 58% for the years ended June 30, 2008, 2007 and 2006, respectively.

Service revenues associated with BHL primarily consist of clinical laboratory tests and disease management services focused on individuals with cardiovascular disease or lipid or metabolic disorders. Net revenues from Medicare were $23.4 million for the six months ended December 27, 2008 and $26.9 million for the year ended June 30, 2008; representing 25% and 19% of Celeras total revenues, respectively.

21. Subsequent Event On February 17, 2009, the Company committed to a plan to close its Rockville, Maryland facility with an expected workforce reduction of approximately 20 positions.

The Company expects to incur approximately $1.8 million in costs relating to the closure, consisting of $0.9 million in severance and related costs, $0.5 million in property related costs and $0.4 million in asset impairment and other costs. The Company expects to incur these costs in the first three quarters of 2009.

22. Quarterly Financial Information (Unaudited) The following is a summary of Celeras quarterly financial results:

Six Months Ended December 27, 2008 (Dollar amounts in millions except per share amounts) First Quarter (a) Second Quarter (b) Total Net revenues $ 45.8 $ 47.3 $93.1 Gross margin 31.2 34.4 65.6 Net loss (7.0 ) (6.1 ) (13.1) Basic and diluted net loss per share $ (0.09 ) $ (0.08 ) $(0.16)

Year Ended June 30, 2008 (Dollar amounts in millions except per share amounts) First Quarter Second Quarter (c) Third Quarter (d) Fourth Quarter (e) Total Net revenues $ 16.1 $ 40.3 $ 39.5 $ 42.8 $138.7 Gross margin 13.0 29.0 26.3 30.6 98.9 Net income (loss) 0.7 0.3 (7.4 ) (104.1 ) (110.5) Basic and diluted net income (loss) per share $ 0.01 $ $ (0.09 ) $ (1.30 ) $(1.39 )

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Year Ended June 30, 2007 (Dollar amounts in millions except per share amounts) First Quarter (f) Second Quarter (g) Third Quarter (h) Fourth Quarter (i) Total Net revenues $ 10.2 $ 13.2 $ 9.8 $ 10.2 $43.4 Gross margin 6.4 8.7 4.4 6.3 25.8 Net loss (7.2 ) (0.7 ) (4.7 ) (8.0 ) (20.6) Basic and diluted net loss per share $ (0.09 ) $ (0.01 ) $ (0.06 ) $ (0.10 ) $(0.26)

There were no dividends paid on Celera stock during the periods presented.

Net income (loss) per share for the years ended June 30, 2008 and 2007 has been presented to reflect the capital structure of Celera subsequent to the split-off date. Basic and diluted net income (loss) per share has been computed by dividing the quarterly net income or loss by the weighted average number of shares of Celera stock outstanding for each quarter during the year.

The following transactions impacted the comparability between the periods presented. (a) Celera recorded a pre-tax charge of $3.2 million in loss on investments for an other than temporary impairment of its investments in senior debt securities issued by Lehman Brother Holdings, Inc. and Washington Mutual Bank N.V. In addition, Celera recorded a pre-tax charge of $2.5 million for the amortization of purchased intangible assets related to the acquisitions of BHL and Atria, and a pre-tax charge of $1.8 million primarily related to the realization of pension costs as a result of the split-off from Applied Biosystems (now Life Technologies). (b) Celera recorded pre-tax charges of $2.9 million for the amortization and impairment of purchased intangible assets related to the acquisitions of BHL and Atria; $0.5 million for employee-related charges, primarily severance; and $6.0 million of interest expense to reduce a long-term receivable from Abbott to its present value. (c) Celera recorded pre-tax charges of $0.4 million for restructuring costs and $2.1 million for the amortization of purchased intangible assets related to the acquisitions of BHL and Atria. (d) Celera recorded pre-tax charges of $2.2 million related to restructuring costs, $1.1 million of costs associated with the separation from Applied Biosystems (now Life Technologies), an investment write-down of $3.1 million, amortization of purchased intangible assets of $2.5 million related to the acquisitions of BHL and Atria, a pre-tax gain of $1.1 million from a legal settlement, and a pre-tax charge of $0.6 million for its estimated share of a damage award between Abbott, its alliance partner, and Innogenetics. Celera also recorded a charge of $0.7 million related to R&D tax credits. (e) Celera recorded a pre-tax charge of $2.6 million for costs associated with the separation from Applied Biosystems (now Life Technologies), a $0.2 million pre-tax benefit for a reduction in litigation costs, an asset impairment charge of $0.3 million and $2.5 million for the amortization of purchased intangible assets related to the acquisitions of BHL and Atria. Celera recorded a non- cash tax charge of $98.1 million primarily related to the establishment of a valuation allowance against Celeras deferred tax assets as a result of the split-off from Applied Biosystems (now Life Technologies). (f) Celera recorded a pre-tax charge of $3.5 million for its estimated share of a damage award between Abbott Laboratories and Innogenetics. (g) Celera recorded a pre-tax benefit of $2.4 million related to the settlement of a litigation matter associated with the Online/ Information Business and a pre-tax gain of $2.5 million from the sale of a small molecule drug discovery and development program. In addition, Celera recorded a pre-tax charge of $2.5 million primarily related to additional restructuring costs associated with exiting small molecule discovery and

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development. Celera recorded a tax benefit of $1.0 million related to the R&D tax credit generated between January 1, 2006 and June 30, 2006. (h) Celera recorded a $0.4 million tax benefit for R&D credits. (i) Celera recorded a pre-tax restructuring charge of $3.8 million for an additional asset impairment associated with exiting small molecule drug discovery and development. Celera recorded a pre-tax restructuring charge of $0.5 million for employee-related costs, primarily severance.

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CELERA CORPORATION VALUATION AND QUALIFYING ACCOUNTS FOR THE SIX MONTHS ENDED DECEMBER 27, 2008, AND THE YEARS ENDED JUNE 30, 2008, 2007 and 2006

Allowance for Doubtful (Dollar amounts in thousands) Accounts Balance at June 30, 2005 $ 594 Deductions from reserve (78 ) Balance at June 30, 2006 516 Deductions from reserve Balance at June 30, 2007 516 Acquired through acquisition of BHL 4,975 Charged to costs and expenses 9,286 Deductions from reserve (6,288 ) Balance at June 30, 2008 8,489 Charged to costs and expenses 9,705 Deductions from reserve (1,442 ) Balance at December 27, 2008 $ 16,752

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EXHIBIT NO. DOCUMENT 2.1 Agreement and Plan of Merger, dated as of August 31, 2007, by and among Applera Corporation, Barolo Acquisition, Inc., Berkeley HeartLab, Inc. and James Caccavo, as the Shareholder Representative (incorporated by reference to Exhibit 2.1 to Applera Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File No. 001-04389)

2.2 Asset Purchase Agreement, dated September 19, 2007, by and among Applera Corporation and Atria Genetics Inc., the Principals named therein and the Representative (as defined therein) (incorporated by reference to Exhibit 2.2 to Amendment No. 1 to our Registration Statement on Form S-1, File No. 333-149457)

3.1 Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of our report on Form 8-K dated July 8, 2008)

3.2 Form of Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of our report on Form 8-K dated July 8, 2008)

10.1 Separation Agreement, dated as of May 8, 2008, by and between Applera Corporation and Celera Corporation (incorporated by reference to Exhibit 10.1 to Applera Corporations Current Report on Form 8-K dated May 8, 2008, and filed May 12, 2008, File No. 001-04389)

10.2* Form of Operating Agreement by and between Applera Corporation and Celera Corporation (incorporated by reference to Exhibit 10.2 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.3 Form of Transition Services Agreement by and between Applera Corporation and Celera Corporation (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to our Registration Statement on Form S-1, File No. 333-149457)

10.4 Form of Tax Matters Agreement by and between Applera Corporation and Celera Corporation (incorporated by reference to Exhibit 10.4 to Amendment No. 4 to our Registration Statement on Form S-1, File No. 333-149457)

10.5* Form of Master Purchase Agreement by and between Applera Corporation and Celera Corporation (incorporated by reference to Exhibit 10.5 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.6 Celera Diagnostics Joint Venture Agreement dated as of April 1, 2001, among Applera Corporation, its Applied Biosystems Group, its Celera Group, Foster City Holdings, LLC, and Rockville Holdings, LLC (incorporated by reference to Exhibit 10.36 to Applera Corporations Annual Report on Form 10-K for the year ended June 30, 2002, File No. 001-04389)

10.7 Amendment, dated as of June 22, 2004, to Celera Diagnostics Joint Venture Agreement dated as of April 1, 2001, among Applera Corporation, its Applied Biosystems Group, its Celera Group, Foster City Holdings, LLC, and Rockville Holdings, LLC (incorporated by reference to Exhibit 10.34 to Applera Corporations Annual Report on Form 10-K for the year ended June 30, 2004, File No. 001-04389)

10.8 Celera Diagnostics Reorganization Agreement dated as of April 22, 2006, and effective as of January 1, 2006, among Applera Corporation, its Applied Biosystems group, its Celera group, Foster City Holdings, LLC, and Rockville Holdings, LLC (incorporated by reference to Exhibit 10.2 to Applera Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, File No. 001-04389)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.9* Restated Strategic Alliance Agreement, effective as of January 9, 2006, among Applera Corporation, Celera Diagnostics, LLC, and Abbott Laboratories (incorporated by reference to Exhibit 10.9 to Amendment No. 7 to our Registration Statement on Form S-1, File No. 333-149457)

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXHIBIT NO. DOCUMENT 10.10* License Agreement, dated April 30, 1997, by and among The Regents of the University of California, Department of Energy contract-operators of the Ernest Orlando Lawrence Berkeley National Laboratory, and Berkeley HeartLab, Inc. (incorporated by reference to Exhibit 10.10 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.11* Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.11 to Amendment No. 6 to our Registration Statement on Form S-1, File No. 333-149457)

10.12* Amendment, dated as of February 9, 1998, to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.12 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.13* Second Amendment, dated as of November 5, 1998, to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.13 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.14* Third Amendment, dated as of November 18, 1999, to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to our Registration Statement on Form S-1, File No. 333-149457)

10.15* Fourth Amendment, dated as of March 3, 2000, to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.15 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.16* Fifth Amendment, dated as of November 6, 2000, to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.16 to Amendment No. 6 to our Registration Statement on Form S-1, File No. 333-149457)

10.17* Sixth Amendment to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.17 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.18* Seventh Amendment, dated as of November 2, 2001, to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.18 to Amendment No. 6 to our Registration Statement on Form S-1, File No. 333-149457)

10.19* Eighth Amendment, dated as of November 20, 2002, to Research Collaboration and License Agreement, dated November 6, 1996, between Merck & Co., Inc. and Arris Pharmaceutical Corporation (incorporated by reference to Exhibit 10.19 to Amendment No. 6 to our Registration Statement on Form S-1, File No. 333-149457)

10.20* Assignment Agreement by and between Pharmacyclics, Inc. and Applera Corporation, dated April 7, 2006 (incorporated by reference to Exhibit 10.20 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.21* Amendment No. 1, effective as of May 12, 2008, to Assignment Agreement by and between Pharmacyclics, Inc. and Applera Corporation, dated April 7, 2006 (incorporated by reference to Exhibit 10.21 to Amendment No. 6 to our Registration Statement on Form S-1, File No. 333-149457)

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXHIBIT NO. DOCUMENT 10.22* Real-Time Instrument Patent License Agreement between Applera Corporation and Cepheid, dated April 5, 2004 (incorporated by reference to Exhibit 10.22 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.23* First Amendment, effective June 27, 2006, to Real-Time Instrument Patent License Agreement between Applera Corporation and Cepheid, dated April 5, 2004 (incorporated by reference to Exhibit 10.23 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.24* License Agreement, effective as of July 1, 2007, by and between Applera Corporation and Siemens Medical Solutions Diagnostics (incorporated by reference to Exhibit 10.24 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.25* Real-Time Instrument Patent License Agreement, effective as of April 25, 2006, by and between Beckman Coulter, Inc. and Applera Corporation through its Applied Biosystems Group and its Celera Genomics Group (incorporated by reference to Exhibit 10.25 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.26* Master Supply Agreement, dated as of November 1, 2007, by and between diaDexus, Inc. and Berkeley HeartLab, Inc. (incorporated by reference to Exhibit 10.26 to Amendment No. 6 to our Registration Statement on Form S-1, File No. 333-149457)

10.27* Facility Participation Agreement, effective December 1, 2007, by and between United HealthCare Insurance Company, Uniteds Affiliates (as defined therein) and Berkeley Heart Laboratory (incorporated by reference to Exhibit 10.27 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.28 Marina Village Industrial Gross Lease, by and between Alameda Real Estate Investments and Berkeley HeartLab, Inc., as amended (incorporated by reference to Exhibit 10.23 to Amendment No. 3 to our Registration Statement on Form S-1, File No. 333-149457)

10.29+# Celera Corporation 2008 Stock Incentive Plan (as amended on February 12, 2009)

10.30 # Form of Non-Qualified Stock Option Award Agreement pursuant to the Celera Corporation 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to Amendment No. 4 to our Registration Statement on Form S-1, File No. 333-149457)

10.31 # Form of Restricted Stock Unit Award Agreement pursuant to the Celera Corporation 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Amendment No. 4 to our Registration Statement on Form S-1, File No. 333-149457)

10.32 # Celera Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.32 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.33 # The Excess Savings Plan of Celera Corporation (incorporated by reference to Exhibit 10.33 to Amendment No. 5 to our Registration Statement on Form S-1, File No. 333-149457)

10.34 Form of Indemnity Agreement entered into by Celera Corporation and each member of its Board of Directors (incorporated by reference to Exhibit 10.25 to Amendment No. 4 to our Registration Statement on Form S-1, File No. 333-149457)

10.35 Form of Indemnification Agreement entered into by Applera Corporation and each member of the Board of Directors of Celera Corporation (incorporated by reference to Exhibit 10.26 to Amendment No. 4 to our Registration Statement on Form S-1, File No. 333-149457)

10.36+* Distribution Agreement, effective as of October 1, 2008, by and between Celera Corporation and Abbott Laboratories

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.37+* Royalty Agreement, effective as of October 1, 2008, by and between Celera Corporation and Abbott Laboratories

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXHIBIT NO. DOCUMENT 10.38+# Celera Corporation Executive Change in Control Policy, as amended December 2008

10.39+# Adoption Agreement for Celera Corporation Non-Qualified Savings and Deferral Plan, effective November 7, 2008

10.40+# Basic Plan Document for Celera Corporation Non-Qualified Savings and Deferral Plan

14.1 Form of Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 14.1 of our report on Form 8-K dated July 8, 2008)

21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of our annual report on Form 10-K, File No. 001-34116)

23.1+ Consent of Independent Registered Public Accounting Firm

31.1+ Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)

31.2+ Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)

32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

+ Indicates filed herewith. # Management contract or compensatory plan or arrangement. * Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CELERA CORPORATION

/s/ KATHY ORDOÑEZ Name: Kathy Ordoñez Title: Chief Executive Officer Date: March 25, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date /s/ KATHY ORDOÑEZ Chief Executive Officer and Director March 25, 2009 Kathy Ordoñez (Principal Executive Officer)

/s/ JOEL R. JUNG Chief Financial Officer March 25, 2009 Joel R. Jung (Principal Financial and Accounting Officer)

Director Richard H. Ayers

/s/ JEAN-LUC BÉLINGARD Director March 25, 2009 Jean-Luc Bélingard

/s/ WILLIAM G. GREEN Director March 25, 2009 William G. Green

/s/ PETER BARTON HUTT Director March 25, 2009 Peter Barton Hutt

/s/ GAIL K. NAUGHTON Director March 25, 2009 Gail K. Naughton

/s/ WAYNE I. ROE Director March 25, 2009 Wayne I. Roe

/s/ BENNETT M. SHAPIRO Director March 25, 2009 Bennett M. Shapiro

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CELERA CORPORATION

2008 STOCK INCENTIVE PLAN

(As Amended February 12, 2009)

1. Purpose of the Plan The purpose of this Celera Corporation 2008 Stock Incentive Plan (the Plan) is to increase stockholder value and to advance the interests of Celera Corporation and its subsidiaries (collectively, the Corporation) by providing financial incentives designed to attract, retain, and motivate employees, officers, consultants, and directors of the Corporation. The Plan reflects the established policy of the Corporation of encouraging ownership of its Stock by key personnel and of providing incentives for such individuals to put forth maximum efforts for the success of the Corporation.

2. Definitions As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary:

2.1 Applera Director means an outside director of Applera Corporation, or any of its successors.

2.2 Applera Employee means an employee of Applera Corporation, its affiliates or any successor to either of them.

2.3 Applera means Applera Corporation, its subsidiaries and affiliates and any successors to any of them.

2.4 Act means the Securities Exchange Act of 1934, as amended from time to time.

2.5 Agreement means the written agreement between the Corporation and an Optionee or Award Recipient, as the case may be, evidencing the grant of an Option or Award and setting forth the terms and conditions thereof.

2.6 Award means a Stock Award, Performance Share Award, or Director Award.

2.7 Award Recipient means an individual to whom an Award has been granted under the Plan.

2.8 Board of Directors means the Board of Directors of Celera Corporation.

2.9 Code means the Internal Revenue Code of 1986, as amended from time to time.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.10 Committee means the Compensation Committee of the Board of Directors, or any successor thereto or committee designated thereby whose members qualify as (a) outside directors as defined in Section 162(m) of the Code and the Treasury Regulations issued pursuant thereto and (b) non-employee directors within the meaning of Rule 16b-3 under the Act.

2.11 Continuous Service means an uninterrupted chain of continuous employment by the Corporation or an uninterrupted chain of continuous performance of services for the Corporation by a consultant or outside director. A leave of absence granted in accordance with the Corporations usual procedures which does not operate to interrupt continuous employment or continuous performance of services for other benefits granted by the Corporation shall not be considered a termination of employment nor an interruption of Continuous Service hereunder, and an employee or consultant who is granted such a leave of absence shall be considered to be continuously employed or continuously performing services during the period of such leave; provided, however, that if regulations under the Code or an amendment to the Code shall establish a more restrictive definition of a leave of absence, such definition shall be substituted herein. With respect to an Applera Employee or Applera Director, continuous service with Applera shall be deemed to be, for purposes of this Plan, an uninterrupted chain of continuous employment or continuous performance of services for the Corporation, and provided, further that termination of employment or cessation of service with Applera shall be deemed to be termination of employment or cessation of service with the Corporation pursuant to the Plan.

2.12 Director Award means an Option or a Restricted Stock Bonus granted to a Non-Employee Director pursuant to Section 10 hereof.

2.13 Fair Market Value means the simple average of the high and low sales prices of a share of Stock as reported in the report of composite transactions (or other source designated by the Committee) on the date on which fair market value is to be determined (or if there shall be no trading on such date, then on the first previous date on which sales were made on a national securities exchange).

2.14 Incentive Stock Options means those Options granted hereunder to employees as incentive stock options as defined in, and which by their terms comply with the requirements for such Options set out in, Section 422 of the Code and the Treasury Regulations issued pursuant thereto.

2.15 Maximum Value Options means those Options granted hereunder for which the Committee may establish, at the date of grant, terms and conditions that limit the maximum dollar value that a participant under the Plan may receive in the form of shares of Stock upon the exercise of such Maximum Value Option.

2.16 Non-Employee Director means a member of the Board of Directors who is not an employee or officer of the Corporation.

2.17 Non-Qualified Stock Options means those Options granted hereunder which are not intended to qualify as Incentive Stock Options.

2.18 Normal Retirement Age means the normal retirement age of a member of the Board of Directors as determined by the Board of Directors from time to time.

2.20 Optionee means an individual to whom an Option has been granted under the Plan.

2.21 Performance Share Award means an award of Performance Shares granted pursuant to Section 9 hereof.

2.22 Performance Shares means shares of Stock covered by a Performance Share Award.

2.23 Restricted Stock Bonus means an award of shares of Stock not requiring the Award Recipient to pay any amount of monetary consideration granted pursuant to the provisions of Section 8.3 or Section 10 hereof.

2.24 Restricted Stock Unit means the right to receive one (1) share of Stock at the time the Restricted Stock Unit vests, which may be subject to the further right to elect to defer receipt of shares of Stock otherwise deliverable upon the vesting of an award of restricted stock if and to the extent provided in the Award Recipients Agreement. Restricted Stock Units are subject to the provisions of Section 8.2 hereof.

2.25 Stock means the common stock, par value $.01 per share, of the Corporation.

2.26 Stock Appreciation Right means the right to receive an amount equal to the Fair Market Value of one (1) share of Stock on the day the Stock Appreciation Right is redeemed, reduced by the exercise price of such right. Stock Appreciation Rights are subject to the provisions of Section 8.1 hereof.

2.27 Stock Award means an award granted pursuant to Section 8 hereof. The term Stock Award shall include, but shall not be limited to, those types of benefits listed in Section 8.

2.28 Stock Restrictions mean the restrictions, including performance goals, placed on an Award under the Plan.

2.29 Stock Unit means the bookkeeping entry representing the equivalent of one (1) share of Stock.

2.30 Ten Percent Stockholder means an individual who owns, within the meaning of Section 422(b)(6) of the Code and the Treasury Regulations issued pursuant thereto, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation.

3. Shares Reserved for the Plan The aggregate number of shares of Stock available for Options and Awards under the Plan is 20,000,000 (Share Reserve), subject to adjustment in accordance with Section 15, of which not more than 5,000,000 shares of Stock, subject to adjustment in accordance with

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 15, may be issued pursuant to Restricted Stock Units, Restricted Stock Bonuses, and Performance Share Awards. Each share of Stock issued pursuant to an Option or Award will reduce the Share Reserve by one (1) share. To the extent that an Award is settled in cash rather than in shares of Stock, the Share Reserve shall remain unchanged; provided, however, that shares of Stock underlying the portion of a Stock Appreciation Right that is exercised (whether or not shares of Stock are actually issued to the Award Recipient upon such exercise) shall be considered issued for purposes of the Plan and shall reduce the Share Reserve on a one for one basis. Shares of Stock issued under the Plan shall be authorized but unissued shares. In lieu of such unissued shares, the Corporation may, in its discretion, transfer on the exercise of Options or the delivery of shares of Stock issued pursuant to Awards treasury shares, reacquired shares, or shares acquired in the market for purposes of the Plan.

If any Options or Awards granted under the Plan shall for any reason terminate, be canceled or reacquired, or expire without having been exercised or vested in full, shares of Stock not issued or vested in full under such Options or Awards shall be available again for issuance under the Plan. Notwithstanding the foregoing, shares of Stock tendered in payment of the purchase price of an Option and shares of Stock withheld by the Corporation to satisfy any withholding tax obligation arising in connection with an Option or Award shall not be available again for issuance under the Plan.

4. Administration of the Plan The Committee shall have plenary authority in its discretion, but subject to the express provisions of the Plan, to administer the Plan, including, without limitation, the authority to determine the individuals to whom, and the time or times at which, Options and Awards shall be granted, the number of shares of Stock to be covered by each Option and Award, and the terms and conditions of each Option and Award. The Committee shall also have plenary authority in its discretion to interpret the Plan; to prescribe, amend, and rescind rules and regulations relating to it; to determine the terms (which need not be identical) of Agreements executed and delivered under the Plan, including, without limitation, such terms and provisions as shall be requisite in the judgment of the Committee to conform to any change in any law or regulation applicable thereto; and to make any and all other determinations and take any and all actions deemed necessary or advisable for the administration of the Plan. The Committees determination on the foregoing matters shall be conclusive and binding on all persons having an interest in the Plan.

5. Eligibility; Factors to be Considered in Granting Options and Awards. 5.1 Eligibility; Factors. Subject to the terms of the Plan, an Option may be granted to any person who, at the time the Option is granted, is an employee (which term shall include officers) of the Corporation, a Non-Employee Director, or a consultant performing services for the Corporation. Stock Awards or Performance Share Awards may be granted to any person who, at the time such Stock Award or Performance Share Award is granted, is an employee (which term shall include officers) of, or consultant performing services for, the Corporation. Non-Employee Directors shall not be eligible to receive Stock Awards or Performance Share Awards. In determining the employees, Non-Employee Directors, and consultants to whom Options or Awards shall be granted, the number of shares of Stock to be covered by each Option or Award, and the terms and conditions of each Option and Award, the Committee shall take into account the duties and responsibilities of the respective employees, Non-Employee Directors, and consultants, their present and potential contributions to the success of the Corporation, and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document such other factors as they shall deem relevant in connection with accomplishing the purposes of the Plan. An employee, Non-Employee Director, or consultant who has been granted an Option or Award may be granted and hold additional Options or Awards if the Committee shall so determine.

5.2 Section 162(m) Limitation. Subject to the provisions of Section 15 of the Plan relating to adjustments upon changes in the shares of Stock, no employee of the Corporation shall be eligible to be granted Options or Stock Appreciation Rights covering more than 2,000,000 shares of Stock (i.e., ten percent (10%) of the Share Reserve) during any fiscal year of the Corporation.

5.3 Consultants. A consultant shall not be eligible for the grant of an Option or Award if, at the time of grant, a Form S-8 Registration Statement (Form S-8) under the Securities Act of 1933, as amended (Securities Act) is not available to register either the offer or the sale of the Corporations securities to such consultant because of the nature of the services that the consultant is providing to the Corporation, or because the consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Corporation determines both (a) that such grant (i) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (ii) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (b) that such grant complies with the securities laws of all other relevant jurisdictions.

6. Options 6.1 Grant of Options. Subject to the terms of the Plan, the Committee may grant Options to such employees, Non-Employee Directors, and consultants at such time or times and in such amounts as it shall determine. Each Option granted hereunder shall be designated as an Incentive Stock Option or Non-Qualified Stock Option and shall be evidenced by an Agreement containing such terms and conditions as the Committee shall deem appropriate; provided, however, that Incentive Stock Options shall be granted only to employees of the Corporation. The Committee may, in its sole discretion, grant Non-Qualified Stock Options as Maximum Value Options.

6.2 Purchase Price. The purchase price of each share of Stock covered by an Option shall be not less than one hundred percent (100%) (or one hundred and ten percent (110%) in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) of the Fair Market Value of a share of Stock on the date the Option is granted.

6.3 Term. The term of each Option shall be for such period as the Committee shall determine, but not more than ten (10) years (or five (5) years in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) from the date of grant thereof, and shall be subject to earlier termination as hereinafter provided. If the original term of any Option is less than ten (10) years (or five (5) years in the case of an Incentive Stock Option granted to a Ten Percent

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Stockholder) from the date of grant, the Option prior to its expiration may be amended, to extend the term so that the term as amended is not more than ten (10) years (or five (5) years in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) from the original date of grant of such Option.

6.4 Vesting. An Option shall be exercisable at such time or times and in such manner and number of shares as the Committee shall determine. Except as provided in the Plan, no Option may be exercised at any time unless the holder thereof is then an employee of the Corporation, a member of the Board of Directors, or a consultant performing services for the Corporation. Options granted under the Plan shall not be affected by any change of duties or position so long as the holder continues to be (a) an employee of the Corporation, (b) a member of the Board of Directors, or (c) a consultant performing services for the Corporation.

6.5 Termination of Employment or Services. Except as otherwise determined by the Committee and provided in the Agreement, in the event that the employment of an employee to whom an Option has been granted under the Plan shall be terminated or the services of a Non-Employee Director or consultant to whom an Option has been granted under the Plan shall be terminated (other than by reason of Cause, retirement, disability, or death), such Option may, subject to the provisions of the Plan, be exercised, to the extent that the employee, Non-Employee Director, or consultant was entitled to do so at the date of termination of his or her employment or services, at any time within ninety (90) days after such termination, but in no event after the expiration of the term of the Option.

6.6 Termination of Employment or Services for Cause. In the event that the employment of an employee to whom an Option has been granted under the Plan shall be terminated or the services of a Non-Employee Director or consultant to whom an Option has been granted under the Plan shall be terminated for Cause (as such term is defined below), such Option shall be immediately forfeited in full upon such termination (regardless of the extent to which such Option may have been exercisable as of such time). For purposes of this Section 6.6 only, Cause shall be defined as (a) any act which is in bad faith and to the detriment of the Corporation or (b) a material breach of any agreement with or material obligation to the Corporation.

6.7 Retirement (a) Employees. Except as otherwise determined by the Committee and provided in the Agreement, if an employee to whom an Option has been granted under the Plan shall retire from the Corporation pursuant to any retirement plan provided by the Corporation, then such Option may be exercised, to the extent that the employee was entitled to do so at the date of such retirement, at any time (i) in the case of an employee holding an Incentive Stock Option, within three (3) months after the date of such retirement, but in no event after the expiration of the term of the Option or (ii) in the case of a Non-Qualified Stock Option, within one (1) year after the date of such retirement, but in no event after the expiration of the term of the Option.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Non-Employee Directors. Except as otherwise determined by the Committee and provided in the Agreement, if a Non- Employee Director to whom an Option has been granted under the Plan (i) retires from the Board of Directors upon reaching Normal Retirement Age or (ii) resigns or declines to stand for reelection with the approval of the Board of Directors, then such Option may be exercised, to the extent that the Non-Employee Director was entitled to do so at the date of such retirement, resignation, or declining to stand for reelection, at any time within three (3) years after the cessation of services to the Corporation following such retirement, resignation, or declining to stand for reelection, but in no event after the expiration of the term of the Option.

6.8 Disability. Except as otherwise determined by the Committee and provided in the Agreement, if an employee, Non-employee Director, or consultant to whom an Option has been granted under the Plan becomes totally and permanently disabled, then such Option may be exercised, notwithstanding the provisions of Section 6.4, in full without regard to the period of Continuous Service after the Option was granted at any time (a) in the case of an Incentive Stock Option, within three (3) months after the date of termination of employment as a result of such disability, but in no event after the expiration of the term of the Option, or (b) in the case of a Non- Qualified Stock Option, within one (1) year (three (3) years in the case of a Non-Employee Director) after the date of termination of employment or cessation of services as a result of such disability, but in no event after the expiration of the term of the Option.

6.9 Death. Except as otherwise determined by the Committee and provided in the Agreement, if an employee, Non-Employee Director, or consultant to whom an Option has been granted under the Plan shall die while employed by the Corporation, serving as a member of the Board of Directors, or engaged to perform services for the Corporation, such Option may be exercised to the extent that the employee, Non-Employee Director, or consultant was entitled to do so at the date of his or her death, by his or her executor or administrator or other person at the time entitled by law to the employees, Non-Employee Directors, or consultants rights under the Option, at any time within one (1) year after his or her death, but in no event after the expiration of the term of the Option.

7. Terms and Conditions Applicable to Options 7.1 Transferability. During the lifetime of an Optionee, an Option shall not be transferable, except pursuant to a domestic relations order; provided, however, that the Committee may, in its sole discretion, permit an Optionee to transfer a Non-Qualified Stock Option by gift to (a) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, (b) any person sharing the Optionees household (other than a tenant or employee), (c) a trust in which any of the persons specified in clauses (a) or (b) have more than fifty percent (50%) of the beneficial interest, (d) a foundation in which any of the persons specified in clauses (a) or (b) (or the Optionee) control the management of assets, or (e) any other entity in which any of the persons specified in clauses (a) or (b) (or the Optionee) own more than fifty percent (50%) of the voting interests. After the death of an Optionee, an Option may be transferred pursuant to the laws of descent and distribution.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.2 Method of Exercise. An Option may be exercised by giving written notice to the Corporation specifying the number of shares of Stock to be purchased. No Option may be exercised with respect to a fractional share. The purchase price of the shares as to which an Option shall be exercised shall be paid in full at the time of exercise at the election of the holder of an Option (a) in cash or currency of the United States of America, (b) by tendering to the Corporation shares of Stock owned by such holder (if necessary, Stock owned for such period of time required to avoid a charge to earnings for financial accounting purposes), having a Fair Market Value equal to the cash exercise price applicable to the purchase price of the shares as to which the Option is being exercised, (c) a combination of cash and/or previously owned shares of Stock valued at Fair Market Value, (d) pursuant to a same day sale program, (e) by means of a net exercise, or (f) by payment of such other consideration as the Committee shall from time to time determine. For purposes of the immediately preceding sentence, Fair Market Value shall be determined as of the business day immediately preceding the day on which the Option is exercised. Notwithstanding the foregoing, the Committee shall have the right to modify, amend, or cancel the provisions of clauses (b), (c) or (d) above at any time upon prior notice to the holders of Options.

7.3 Stockholder Rights. An Optionee shall have none of the rights of a stockholder with respect to the shares subject to an Option until such shares have been registered upon the exercise of the Option on the transfer books of the Corporation in the name of such Optionee and then only to the extent that any restrictions imposed thereon by the Committee shall have lapsed.

7.4 No Loans. Neither the Corporation, any company with which it is affiliated, nor any of their respective subsidiaries may directly or indirectly lend money to any person for the purpose of assisting such person in acquiring or carrying shares of Stock issued upon the exercise of an Option.

7.5 Conditions Precedent to Exercise. Notwithstanding any other provision of the Plan, but subject to the provisions of Section 11, the exercise of an Option following termination of employment or service shall be subject to the satisfaction of the conditions precedent that the Optionee has not (a) rendered services or engaged directly or indirectly in any business which in the opinion of the Committee competes with or is in conflict with the interests of the Corporation; provided, however, that the ownership by an Optionee of five percent (5%) or less of any class of securities of a publicly traded company shall not be deemed to violate this clause or (b) violated any written agreement with the Corporation, including, without limitation, any confidentiality agreement. An Optionees violation of clause (a) or (b) of the preceding sentence shall result in the immediate forfeiture of any Options held by such Optionee.

7.6 Limitations on the Grant of Incentive Stock Options. The aggregate Fair Market Value of the Stock (determined as of the date the Option is granted) with respect to which Incentive Stock Options granted under the Plan and all other stock option plans of the Corporation (or any parent or subsidiary of the Corporation) are exercisable for the first time by any specific individual during any calendar year shall not exceed one hundred thousand dollars ($100,000), and any Option grant (or portion thereof) in excess of that limit shall automatically be characterized as a Non-Qualified Stock Option. No Incentive Stock Option may be granted hereunder to an individual who immediately after such Option is granted is a Ten Percent Stockholder unless (a) the Option price is at least one hundred and ten percent (110%) of the fair market value of such stock on the date of grant and (b) the Option may not be exercised more than five (5) years after the date of grant.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. Stock Awards Subject to the terms of the Plan, the Committee may grant Stock Awards to Award Recipients at such time or times and in such amounts as it shall determine. Shares of Stock issued pursuant to Stock Awards may, but need not, be subject to such restrictions as may be established by the Committee at the time of the grant and reflected in an Agreement. Stock Awards available for grant under the Plan shall include: (a) Stock Appreciation Rights, (b) Restricted Stock Units, and (c) Restricted Stock Bonuses.

8.1 Stock Appreciation Rights. The following terms and conditions shall govern the grant and redemption of Stock Appreciation Rights: (a) Exercise Price. The number of shares of Stock underlying each Stock Appreciation Right and the exercise price in effect for those shares shall be determined by the Committee in its sole discretion at the time the Stock Appreciation Right is granted. In no event, however, shall the exercise price for each share of Stock underlying the Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market Value per underlying share of Stock on the grant date. (b) Redemption. The Stock Appreciation Right shall cover a specified number of underlying shares of Stock and shall be redeemable upon such terms and conditions as the Committee may establish. Upon redemption of the Stock Appreciation Right, the holder shall be entitled to receive a distribution from the Corporation in an amount equal to the excess of (i) the aggregate Fair Market Value (on the redemption date) of the shares of Stock underlying the redeemed right over (ii) the aggregate exercise price in effect for those shares. (c) Distribution. The distribution with respect to any redeemed Stock Appreciation Right may be made in shares of Stock valued at the Fair Market Value on the redemption date, in cash, or partly in shares and partly in cash, as the Committee shall in its sole discretion deem appropriate. (d) Stockholder Rights. No recipient of an award of Stock Appreciation Rights shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock issuable in redemption of such Stock Appreciation Rights except to the extent that the Corporation has issued the shares relating to such Stock Appreciation Rights. (e) Non-Transferability. Prior to the time Stock Restrictions lapse and the Corporation has issued the shares of Stock relating to such Stock Appreciation Rights, none of the shares of Stock subject to an award of Stock Appreciation Rights may be sold, assigned, bequeathed, transferred, pledged, hypothecated, or otherwise disposed of in any way by the Award Recipient, except in the event of the death of the Award Recipient with respect to those shares of Stock as to which the Stock Restrictions have lapsed.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) Lapse of Restrictions. In the event of the termination of employment or other service to the Corporation of a recipient of an award of Stock Appreciation Rights prior to the lapse of Stock Restrictions, by reason of death, total and permanent disability, retirement, or resignation or discharge from employment or other service to the Corporation (other than discharge for Cause as defined in Section 6.6), the Committee may, in its discretion, remove any Stock Restrictions on all or a portion of the Stock subject to an award of Stock Appreciation Rights.

8.2 Restricted Stock Units. Each Restricted Stock Unit shall be evidenced by an Agreement containing such terms and conditions as the Committee shall deem appropriate; provided, however, each such Agreement shall include (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: (a) Consideration. A Restricted Stock Unit may be awarded in consideration for past services actually rendered to the Corporation for its benefit. (b) Vesting. An award of Restricted Stock Units shall vest at such time or times as the Committee shall determine; provided, however, that an award of Restricted Stock Units shall not fully vest (i) in less than one (1) year from the date of grant, in the case of Restricted Stock Units subject to performance goals, and (ii) in less than three (3) years from the date of grant, in the case of all other Restricted Stock Units. Vesting shall generally be based on the Award Recipients Continuous Service. Subject to the provisions of Section 8.2(h), the shares of stock to be delivered upon vesting of Restricted Stock Units shall be delivered as soon as practicable after vesting, but in no event later than two and one-half (2 1/2) months after the end of the calendar year in which the Restricted Stock Units vest.

(c) Restrictions on Restricted Stock Units. Except as expressly provided in the Plan or an Award Recipients Agreement, any shares of Stock subject to an award of Restricted Stock Units with respect to which Stock Restrictions have not been satisfied at the time of the termination of the Award Recipients employment or other service to the Corporation shall be forfeited and all rights of the recipient of such award of Restricted Stock Units shall terminate without any payment of consideration by the Corporation. (d) Stockholder Rights. No recipient of an award of Restricted Stock Units shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock deliverable with respect to such Restricted Stock Units except to the extent that the Corporation has issued the shares of Stock relating to such Restricted Stock Units.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) Non-Transferability. Prior to the time Stock Restrictions lapse and the Corporation has issued the shares of Stock relating to such Restricted Stock Units, none of the shares of Stock subject to an award of Restricted Stock Units may be sold, assigned, bequeathed, transferred, pledged, hypothecated, or otherwise disposed of in any way by the Award Recipient, except in the event of the death of the Award Recipient with respect to those shares of Stock as to which the Stock Restrictions have lapsed. (f) Lapse of Restrictions. In the event of the termination of employment or other service to the Corporation of a recipient of an award of Restricted Stock Units prior to the lapse of Stock Restrictions, by reason of death, total and permanent disability, retirement, or resignation or discharge from employment or other service to the Corporation (other than discharge for Cause as defined in Section 6.6), the Committee may, in its discretion, remove any Stock Restrictions on all or a portion of the Stock subject to an award of Restricted Stock Units. (g) Limitations on Restricted Stock Units. No recipient of an award of Restricted Stock Units may receive Restricted Stock Units representing more than 250,000 shares of Stock during any fiscal year of the Corporation, subject to adjustment in accordance with Section 15. (h) Deferrals. To the extent permitted by the Committee in the terms of his or her Agreement, an Award Recipient may elect to defer receipt of shares of Stock otherwise deliverable upon the vesting of an award of Restricted Stock Units, so long as such deferral election complies with applicable law, including to the extent applicable, Section 409A of the Code and the Employee Retirement Income Security Act of 1974, as amended. An election to defer such delivery shall be irrevocable and shall be made in writing on a form acceptable to the Corporation. The election form shall be filed prior to the vesting date of such Restricted Stock Units in a manner determined by the Committee. When the Award Recipient vests in such Restricted Stock Units, the Award Recipient shall be credited with a number of Restricted Stock Units equal to the number of shares of Stock for which delivery is deferred. Restricted Stock Units shall be paid by delivery of shares of Stock in accordance with the timing and manner of payment elected by the Award Recipient on his or her election form, or if no deferral election is made, as soon as administratively practicable following the vesting of the Restricted Stock Unit as provided in Section 8.2(b).

8.3 Restricted Stock Bonuses. Each Restricted Stock Bonus shall be evidenced by an Agreement containing such terms and conditions as the Committee shall deem appropriate; provided, however, that each such Agreement shall include (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: (a) Consideration. A Restricted Stock Bonus may be awarded in consideration for past services actually rendered to the Corporation for its benefit.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Vesting. A Restricted Stock Bonus shall vest at such time or times as the Committee shall determine; provided, however, that a Restricted Stock Bonus granted pursuant to this Section 8.3 shall not fully vest in less than three (3) years from the date of grant. Vesting shall generally be based on the Award Recipients Continuous Service. (c) Restrictions on Restricted Stock Bonuses. Except as expressly provided in the Plan or an Award Recipients Agreement, any shares of Stock subject to a Restricted Stock Bonus with respect to which Stock Restrictions have not been satisfied at the time of the termination of the Award Recipients employment or other service to the Corporation shall be forfeited and all rights of the recipient of such Restricted Stock Bonus shall terminate without any payment of consideration by the Corporation. (d) Stockholder Rights. The recipient of a Restricted Stock Bonus shall be entitled to such rights of a stockholder with respect to the shares of Stock issued pursuant to such Restricted Stock Bonus as the Committee shall determine, including the right to vote such shares of Stock, except that cash and stock dividends with respect to such shares may, at the discretion of the Committee, be either paid currently or withheld by the Corporation for the Award Recipients account, and interest may be accrued on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The Committee, in its discretion, may cause a legend or legends to be placed on any certificate representing shares issued pursuant to Restricted Stock Bonuses, which legend or legends shall make appropriate reference to the Stock Restrictions imposed thereon. The Committee may also in its discretion require that certificates representing shares issued pursuant to Restricted Stock Bonuses remain in the physical custody of the Corporation or an escrow holder until any or all of the Stock Restrictions imposed under the Plan have lapsed. (e) Non-Transferability. Prior to the time Stock Restrictions lapse, none of the shares of Stock issued pursuant to a Restricted Stock Bonus may be sold, assigned, bequeathed, transferred, pledged, hypothecated, or otherwise disposed of in any way by the recipient of a Restricted Stock Bonus. (f) Lapse of Restrictions. In the event of the termination of employment or other service to the Corporation of a recipient of a Restricted Stock Bonus prior to the lapse of Stock Restrictions, by reason of death, total and permanent disability, retirement, or resignation or discharge from employment or other service to the Corporation (other than discharge for Cause as defined in Section 6.6), the Committee may, in its discretion, remove any Stock Restrictions on all or a portion of the Stock subject to a Restricted Stock Bonus. (g) Limitations on Restricted Stock Bonuses. No recipient of a Restricted Stock Bonus may receive Restricted Stock Bonuses representing more than 250,000 shares of Stock during any fiscal year of the Corporation, subject to adjustment in accordance with Section 15.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9. Performance Share Awards 9.1 Grant of Performance Share Awards. Subject to the terms of the Plan, the Committee may grant Performance Share Awards to such employees at such time or times and in such amounts as it shall determine. Stock issued pursuant to a Performance Share Award shall be subject to the attainment of performance goals relating to one or more criteria within the meaning of Section 162(m) of the Code and the Treasury Regulations issued pursuant thereto. The performance goals shall relate to one of the following criteria, either individually, alternatively, or in any combination, applied to either the Corporation as a whole or to a business unit or subsidiary, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years results, or to a designated comparison group, in each case as specified by the Committee: revenue earnings per share earnings before interest and taxes earnings before interest, taxes, and amortization income or net income operating income or net operating income operating margin or profit margin return on invested capital product release schedules product ship targets costs market share return on capital cash flow or operating cash flow return on equity or total stockholder return stock price operating profit or net operating profit return on operating revenue market segment share new product innovation customer satisfaction

Any such performance goals and the period in which such goals are to be met shall be determined by the Committee at the time of the grant and reflected in an Agreement. Each Performance Share Award shall also be subject to such other restrictions as the Committee may determine.

9.2 Delivery of Performance Shares. Certificates representing Performance Shares shall be registered in the Award Recipients name but shall remain in the physical custody of the Corporation until the Committee has determined that the performance goals and other Stock Restrictions with respect to such Performance Shares have been met.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.3 Stockholder Rights. The recipient of a Performance Share Award shall be entitled to such rights of a stockholder with respect to the Performance Shares as the Committee shall determine, including the right to vote such shares of Stock, except that cash and stock dividends with respect to the Performance Shares may, at the discretion of the Committee, be either paid currently or withheld by the Corporation for the Award Recipients account, and interest may be accrued on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee.

9.4 Non-Transferability. Prior to the time shares of Stock issued pursuant to a Performance Share Award are delivered to an Award Recipient, none of such shares may be sold, assigned, bequeathed, transferred, pledged, hypothecated, or otherwise disposed of in any way by the Award Recipient.

9.5 Lapse of Restrictions. In the event of the termination of employment of an Award Recipient, prior to the lapse of Stock Restrictions, by reason of death, total and permanent disability, or other discharge from employment (other than discharge for Cause as defined in Section 6.6), the Committee may, in its discretion, remove any Stock Restrictions on all or a portion of a Performance Share Award, or determine the performance goals with respect to all or a portion of a Performance Share Award to have been attained; provided, however, that the Committee shall not be entitled to exercise such discretion to the extent that the ability to exercise such discretion would cause income recognized by an Award Recipient with respect to a Performance Share Award to fail to be deductible by the Corporation under Section 162(m) of the Code.

9.6 Limitations on Performance Share Awards. No employee may receive Performance Share Awards representing more than 500,000 shares of Stock during any fiscal year of the Corporation.

10. Terms and Conditions Applicable to Director Awards 10.1 Grant of Director Awards. (a) Automatic Grant. Not later than the one (1) month anniversary of the date of his or her first election or appointment to the Board of Directors, a Non-Employee Director shall be granted a Director Award (an Initial Director Award). In addition, as of the date of each subsequent annual meeting of the Corporations stockholders, each individual who continues to serve as a Non- Employee Director on such date shall be granted a Director Award (an Annual Director Award). (b) Number of Shares and Form of Director Award. The Committee shall determine the number of shares of Stock to be covered by such Director Award, as well as whether such Director Award shall be in the form of an Option or a Restricted Stock Bonus, or some combination thereof. All Director Awards shall be evidenced by an Agreement containing such terms and conditions consistent with the Plan as the Committee shall determine.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) Options. Director Awards granted in the form of Options shall be Non-Qualified Stock Options which (A) have a purchase price per share of Stock equal to one hundred percent (100%) of the Fair Market Value of a share of Stock on the date of grant, (B) have a term of ten (10) years from the date of grant thereof, subject to earlier termination as otherwise provided herein, and (C) are subject to the applicable provisions of Sections 6.5-6.9 and Section 7, unless otherwise determined by the Committee and provided in the Agreement. (ii) Restricted Stock Bonuses. Director Awards granted in the form of Restricted Stock Bonuses may be awarded in consideration for past services actually rendered by the Non-Employee Director to the Corporation for its benefit. Director Awards granted in the form of Restricted Stock Bonuses shall be subject to the applicable provisions of Sections 8.3(c)-(g), unless otherwise determined by the Committee and provided in the Agreement.

10.2 Vesting. Unless the applicable Agreement provides otherwise, each Initial Director Award shall vest in three equal annual installments following the date of grant, and each Annual Director Award shall vest in full on the date one year following the date of grant; provided, however, that, except as provided in the Plan, the recipient thereof continues to serve as a member of the Board of Directors as of such date. Notwithstanding the foregoing, if a Non-Employee Director to whom a Director Award has been granted shall cease to serve as a member of the Board of Directors as a result of (a) his or her death, (b) retiring from the Board of Directors upon reaching Normal Retirement Age, (c) becoming totally and permanently disabled, or (d) resigning with the approval of the Board of Directors, all shares subject to such Director Award shall be vested in full, as of the date of termination of service.

10.3 Deferral Election. A Non-Employee Director may elect to defer receipt of any Director Award by filing the appropriate deferral form with the Corporate Secretary on or before December 31st of the calendar year prior to the calendar year in which such Director Award is to be made. Notwithstanding the foregoing, any person elected as a Non-Employee Director for the first time shall be permitted to make his or her first deferral election no later than twenty (20) days after such election. In no event, however, shall any deferral be permitted to the extent prohibited by applicable law.

11. Acceleration Upon a Change of Control Notwithstanding any other provision of the Plan or any Option or Award granted hereunder, (a) any Option granted hereunder and then outstanding shall become immediately exercisable in full, (b) all Stock Restrictions shall immediately terminate, and (c) all performance goals applicable to any Performance Share Award shall be deemed attained (i) in the event that a tender offer or exchange offer (other than an offer by the Corporation) for common stock of the Corporation representing more than twenty five percent (25%) of the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of the Board of Directors (Voting Securities) is made by any person within the meaning of Section 14(d) of the Act and not withdrawn within ten (10) days after the commencement thereof; provided, however, that the Committee may by action taken prior to the end of such ten (10) day period extend such ten (10) day period; and, provided further, that the Committee may

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by further action taken prior to the end of such extended period declare (A) all Options granted hereunder and then outstanding to be immediately exercisable in full, (B) all Stock Restrictions to be immediately terminated, and (C) all performance goals applicable to any Performance Share Award to be deemed attained; or (ii) in the event of a Change in Control (as hereinafter defined).

Upon a Change in Control, the Committee may provide for the cancellation of all Options and Stock Appreciation Rights then outstanding. Upon such cancellation, the Corporation shall make, in exchange for each such Option or Stock Appreciation Right, a payment either in (i) cash, (ii) shares of the successor entity, or (iii) a combination of cash or shares, at the discretion of the Committee, and in each case as the Committee shall, in its sole discretion determine, in an amount per share subject to such Option or Stock Appreciation Right equal to the excess, if any, of the Fair Market Value of a share of Stock as of the date of the Change in Control over the per share exercise price of such Option or Stock Appreciation Right.

For purposes of this Section 11, a Change in Control means an event that would be required to be reported (assuming such event has not been previously reported) in response to Item 5.01(a) of the Current Report on Form 8-K, as in effect on the effective date of the Plan, pursuant to Section 13 or 15(d) of the Act; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred at such time as (a) any person within the meaning of Section 14(d) of the Act (other than the Corporation, a subsidiary of the Corporation, or an employee benefit plan sponsored by any of the foregoing) becomes the beneficial owner as defined in Rule 13d-3 thereunder, directly or indirectly, of more than twenty five percent (25%) of the combined voting power of the then outstanding Voting Securities, (b) during any two (2) year period, individuals who constitute the Board of Directors (the Incumbent Board) as of the beginning of the period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director during such period whose election or nomination for election by the Corporations stockholders was approved by a vote of at least three-quarters (3/4) of the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director without objection to such nomination, other than in response to an actual or threatened Change in Control or proxy contest) shall be, for purposes of this clause (b), considered as though such person were a member of the Incumbent Board, or (c) the approval by the Corporations stockholders of the sale of all or substantially all of the stock or assets of the Corporation. The Committee may adopt such procedures as to notice and exercise as may be necessary to effectuate the acceleration of the exercisability of Options, termination of Stock Restrictions, and attainment of performance goals as described above.

Following a Change in Control of Applera Corporation (determined in accordance with the previous paragraph by substituting Applera Corporation for the Corporation), then (A) all outstanding Options held by such Applera Employee or Applera Director shall be immediately exercisable in full, (B) all Stock Restrictions shall be immediately terminated, and (C) all performance goals applicable to any Performance Share Award shall be deemed attained.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12. Share Withholding; Delivery of Shares With respect to any Option or Award, the Committee may, in its discretion and subject to such rules as the Committee may adopt, permit or require any Optionee or Award Recipient to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with an Option or Award by electing to have or mandating that the Corporation withhold Stock having a Fair Market Value (as of the date the amount of withholding tax is determined) equal to the amount of withholding tax.

Wherever in this Plan or under any Agreement an Optionee or Award Recipient is permitted to pay the exercise price of an Option or Award or taxes relating to the exercise of an Option or Award by delivering shares of Stock, the Optionee or Award Recipient may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such shares of Stock, in which case the Corporation shall treat the Option or Award as exercised without further payment and shall withhold such number of shares of Stock from the shares of Stock acquired by the exercise of the Option or Award.

13. No Right to Continued Employment or Service Nothing contained in the Plan or in any Option or Award granted or Agreement entered into pursuant to the Plan shall confer upon any employee the right to continue in the employ of the Corporation, any consultant the right to continue to perform services for the Corporation, or any Non-Employee Director the right to continue as a member of the Board of Directors or interfere with the right of the Corporation to terminate such employees employment, such consultants service, or Non-Employee Directors service at any time.

14. Time of Granting Options and Awards An Option or Award under the Plan shall be deemed to have been granted on the date set forth in the Plan or resolutions of the Committee or Board of Directors authorizing such grant.

15. Adjustments Upon Changes in Capitalization Notwithstanding any other provision of the Plan, in the event of changes in the outstanding Stock by reason of stock dividends, stock splits, recapitalizations, combinations or exchanges of shares, corporate separations or divisions (including, but not limited to, split-ups, split-offs, or spin-offs), reorganizations (including, but not limited to, mergers or consolidations), liquidations, extraordinary dividends or distributions, or other similar events, the aggregate number and class of shares available under the Plan, the number of shares subject to Director Awards, the maximum number of shares that may be subject to Options and Awards, and the terms of any outstanding Options or Awards (including, without limitation, the number of shares subject to an outstanding Option or Award and the price at which shares of Stock may be issued pursuant to an outstanding Option) and of any Stock Units shall be equitably adjusted by the Committee.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 16. Termination and Amendment of the Plan 16.1 Date of Plan Termination. Unless the Plan shall have been terminated as hereinafter provided, no Option or Award shall be granted hereunder after June 12, 2018.

16.2 Amendment of Plan. The Board of Directors at any time, and from time to time, may amend the Plan. However, except as provided in Section 15 of the Plan relating to adjustments upon changes in the outstanding Stock, no amendment shall be effective unless approved by the stockholders of the Corporation to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, any New York Stock Exchange, Nasdaq or other securities exchange listing requirements, or other applicable law or regulation. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

16.3 No Material Impairment of Rights. No termination, modification, or amendment of the Plan may, without the consent of an Optionee or Award Recipient, adversely affect in any material manner the rights of such Optionee or Award Recipient under any outstanding Option or Award.

17. Amendment of Options and Awards at the Discretion of the Committee The terms of any outstanding Option or Award may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate, including, without limitation, acceleration of the date of exercise of any Option or Award, termination of Stock Restrictions as to any Award, or the conversion of an Incentive Stock Option into a Non-Qualified Stock Option; provided, however, that no such amendment shall adversely affect in any material manner any right of any Optionee or Award Recipient under the Plan without his or her consent; and, provided further, that the Committee shall not (a) amend any previously-issued Performance Share Award to the extent that such amendment would cause income recognized by an Award Recipient with respect to a Performance Share Award to fail to be deductible by the Corporation under Section 162(m) of the Code or (b) except as provided in Section 15 or if approved by the stockholders of the Corporation, amend any previously-issued Option to reduce the purchase price thereof whether by modification of the Option or by cancellation of the Option in consideration of the immediate issuance of a replacement Option bearing a reduced purchase price.

18. Government Regulations The Plan and the grant and exercise of Options and Awards hereunder, and the obligation of the Corporation to issue, sell, and deliver shares, as applicable, under such Options and Awards, shall be subject to all applicable laws, rules, and regulations.

Notwithstanding any other provision of the Plan, transactions under the Plan are intended to comply with the applicable exemptions under Rule 16b-3 under the Act as to persons subject to the reporting requirements of Section 16(a) of the Act with respect to shares of Stock, and Options and Awards under the Plan shall be fashioned and administered in a manner consistent with the conditions applicable under Rule 16b-3.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 19. Covenants of the Corporation 19.1 Availability of Shares. During the terms of the Options and Awards, the Corporation shall keep available at all times the number of shares of Stock required to satisfy such Options and Awards.

19.2 Securities Law Compliance. The Corporation shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and Awards and to issue and sell shares of Stock upon exercise, redemption, or satisfaction of the Options and Awards; provided, however, that this undertaking shall not require the Corporation to register under the Securities Act the Plan, any Option or Award, or any Stock issued or issuable pursuant to any such Option or Award. If, after reasonable efforts, the Corporation is unable to obtain from any such regulatory commission or agency the authority which counsel for the Corporation deems necessary for the lawful issuance and sale of Stock under the Plan, the Corporation shall be relieved from any liability for failure to issue and sell Stock related to such Options or Awards unless and until such authority is obtained.

20. Options and Awards in Foreign Countries The Committee shall have the authority and discretion to adopt such modifications, procedures, and subplans as it shall deem necessary or desirable to comply with the provisions of the laws of foreign countries in which the Corporation may operate in order to assure the viability of the benefits of the Options and Awards made to individuals employed in such countries and to meet the objectives of the Plan.

21. Governing Law The Plan shall be construed, regulated, and administered under the internal laws of the State of Delaware.

22. Stockholder Approval The Plan shall become effective if and as approved by the stockholders of the Corporation.

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

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (Agreement), effective as of the first (1st) day of October 2008 (Effective Date), is by and between Celera Corporation, a Delaware corporation having its principal office at 1401 Harbor Bay Parkway, Alameda, CA 94502 (Celera) and Abbott Molecular Inc., a Delaware corporation having its principal office at 1300 East Touhy Avenue, Des Plaines, IL 60018-3315 (AMI).

Recitals

WHEREAS, Abbott Laboratories, the parent corporation of AMI (Abbott), and Celera (as assignee of Applera Corporation and corporate parent of Celera Diagnostics LLC) are parties to a Restated Strategic Alliance Agreement effective as of January 9, 2006 (Alliance Agreement) which is directed to a collaborative program for the discovery, research, development and commercialization worldwide of novel molecular in vitro diagnostic products and diagnostic testing services;

WHEREAS, pursuant to the Alliance Agreement, Abbott and its Affiliates (as defined below) distribute certain diagnostic products including products originally contributed by Celera, products originally contributed by Abbott and products developed jointly by the Parties pursuant to the Alliance Agreement;

WHEREAS, pursuant to the Alliance Agreement, Celera provided partial funding for the development of the m2000 Instrument (as defined below) and the m2000 Software (as defined below) used in conjunction with certain diagnostic products, which Abbott and its Affiliates place with customers, and Abbott provided partial funding for the development of sequencing products and instruments and other products developed by Celera pursuant to the Alliance (as defined below) which Abbott and its Affiliates place with or sell to customers;

WHEREAS, concurrently with this Agreement, Abbott and Celera are executing a Royalty Agreement by which they will terminate the Alliance Agreement;

WHEREAS, AMI desires to distribute the diagnostic products manufactured by or for Celera and distributed by Abbott pursuant to the Alliance Agreement, as well as HLA products Abbott distributes pursuant to the Distribution Agreement between Celera (as assignee of Atria Genetics, Incorporated) and Abbott dated December 23, 2003, as amended (Atria Distribution Agreement) (all such diagnostic products are hereinafter referred to as Celera Products as defined below); and

WHEREAS, Celera desires AMI to distribute the Celera Products.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NOW, THEREFORE, subject to the terms of this Agreement, Celera and AMI hereby agree as follows:

ARTICLE 1. DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, the following words and phrases, whenever capitalized in this Agreement, will have the following meanings: 1.1 Actual Purchase Price means, with respect to each Specific Celera Product, [*] percent ([*]%) of the Net Sales of all such Specific Celera Products sold or used by or for AMI or its Affiliates in a Calendar Quarter or Calendar Year (as the case may be) divided by the number of such Specific Celera Products sold or used by or for AMI or its Affiliates during such Calendar Quarter or Calendar Year. Free Products and Specific Celera Products for Internal Use will be excluded from the calculation of Actual Purchase Price.

1.2 Affiliate means, with respect to any person or entity, any other person or entity, which controls, is controlled by or is under common control with such person or entity. For purposes of this definition, a person or entity is in control of an entity if it owns or controls more than fifty percent (50%) of the equity securities of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority), or otherwise has the power to control the management and policies of such other entity. An entity only retains the rights and is subject to the obligations of an Affiliate for so long as such entity continues to satisfy the definition in this Section 1.2.

1.3 Alliance means the cooperative arrangement created by the Alliance Agreement.

1.4 AMI Instrument means any m2000rt Instrument or m2000sp Instrument sold, leased or placed under a RAP contract by or for AMI or its Affiliates.

1.5 AMI Product means any Molecular Diagnostic Product (as defined below) listed on Appendix 1.5 that: (a) is made by or for AMI or its Affiliates or acquired by AMI or its Affiliates from a source other than Celera; and (b) addresses the Product Indication using the associated Platform Technology (as hereinafter defined) listed on Appendix 1.5. AMI Products include Upgrades thereof that are first Commercialized after the Effective Date. In no event will any of the following be considered an AMI Product: (i) a Molecular Diagnostic Product to the extent Commercialized in the Decentralized Market; (ii) a Molecular Diagnostic Product Commercialized for use on a Platform Technology other than that listed on Appendix 1.5 addressing the Product Indication listed on Appendix 1.5 of such Molecular Diagnostic Product; or (iii) any existing or future diagnostic product using in situ hybridization (including Fluorescence In Situ Hybridization).

1.6 Analyte means an individual nucleic acid sequence which is the target of quantitative or qualitative measurement.

Distribution Agreement 2

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.7 Analyte Specific Reagent or ASR means nucleic acid sequences and similar reagents which, through specific binding or chemical reactions with substances in a specimen, are intended for use in a diagnostic application for identification and/or quantification of an individual chemical substance in a biological specimen, as further defined in 21 CFR 864.4020(a), as such regulation may be amended or replaced from time to time, or as defined in equivalent foreign regulations.

1.8 Calendar Quarter means each three (3) month period ending on March 31, June 30, September 30 and December 31 during the Distribution Term; provided, the first Calendar Quarter during the Distribution Term after the Transition Period will be December 28, 2008 through March 31, 2009.

1.9 Calendar Year means a period of twelve (12) consecutive months during the Distribution Term commencing on each January 1 and ending at midnight Eastern Standard Time on each December 31.

1.10 Cannibalizing Product means any Molecular Diagnostic Product that: (a) is designed to detect the same Analyte detected by a Celera Product, and (b) is intended to address the same Product Indication as a Celera Product; and (c) uses a Platform Technology different than that used by such Celera Product.

1.11 Celera Development Product means a Celera Product under development by Celera as of the Effective Date. The Parties agree that there are [*] Celera Development Products, addressing the following Product Indications using the associated Platform Technology listed on Exhibit 1.13: [*].

1.12 Celera Pipeline Product means a Molecular Diagnostic Product that, as of the Effective Date, had been at least partially funded by the Parties in the Alliance, has not been developed or Commercialized by Celera or its Affiliates, and is not currently under development by Celera or its Affiliates. The Parties agree there is only one Celera Pipeline Product, which is [*].

1.13 Celera Product means any Molecular Diagnostic Product listed on Appendix 1.13 that: (a) is or will be manufactured by or for Celera or its Affiliates, and (b) addresses the Product Indication using the associated Platform Technology listed on Appendix 1.13. In no event will either of the following be considered a Celera Product: (a) a Molecular Diagnostic Product to the extent Commercialized in the Decentralized Market; or (b) a Molecular Diagnostic Product Commercialized for use on a Platform Technology other than that listed on Appendix 1.13 addressing the Product Indication listed on Appendix 1.13 of such Molecular Diagnostic Product. Celera Products include Upgrades thereof that are first Commercialized after the Effective Date and New Celera Products added by agreement of the Parties pursuant to Sections 2.13 or 2.14.

1.14 Celera Product Group means all Specific Celera Products related to a particular Product Indication as specified by Celera in Appendix 1.67.

Distribution Agreement 3

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.15 CE Mark means a symbol indicating that each Celera Product complies with the applicable European laws and/or Directives (including but not limited to the IVD Directive) and is in conformity to the legal requirements of the European Union Directives with respect to safety, health, environment, and consumer protection and can be marketed in the European Union.

1.16 Certificate of Compliance means a written statement made by Celera that enables Celera to make a Declaration of Conformity (as hereinafter defined).

1.17 Commercialize and cognates thereof mean the sale, transfer or promotion of a product or diagnostic testing service to a Third Party for cash or other consideration or the sale or transfer of a product to an Affiliate for use by such Affiliate in performing a diagnostic testing service.

1.18 Combination Product means a Specific Celera Product that, as sold, is bundled or otherwise combined with one (1) or more other diagnostic products that have independent diagnostic utility and that are not Celera Products.

1.19 Competent Authority means the governmental authority in a member state of the European Union that has competence with respect to the IVD Directive (as hereinafter defined).

1.20 Competing Product means any Molecular Diagnostic Product that is not a Product but that: (a) is designed to detect the same Analyte detected by a Product using the same Platform Technology; and (b) is intended to address the same Product Indication using the same Platform Technology as a Product. In no event will any of the following be considered a Competing Product: (i) a Molecular Diagnostic Product to the extent Commercialized in the Decentralized Market; (ii) any existing or future product using in situ hybridization (including Fluorescence In Situ Hybridization); (iii) a Molecular Diagnostic Product, regardless of Product Indication or Analyte, Commercialized for use on a Platform Technology other than those listed on Appendices 1.5 and 1.13; and (iv) any Luminex-based product other than those listed on Appendix 1.13.

1.21 Confidential Information means the terms of this Agreement and all other information disclosed in writing by one Party to the other pursuant to this Agreement and identified as CONFIDENTIAL, as well as information disclosed orally and identified as Confidential at the time of disclosure, but only to the extent such oral disclosure is reduced to writing, identified as CONFIDENTIAL and provided to the other Party within thirty (30) days after oral disclosure. Confidential Information does not include any such information which: (a) is known to the receiving Party before receipt thereof under this Agreement, as evidenced by the receiving Partys written records, except that any information defined as Confidential Information under the Alliance Agreement or the Atria Distribution Agreement will remain Confidential Information hereunder; or

Distribution Agreement 4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) is disclosed to the receiving Party without restriction by a Third Party lawfully in possession of such information and not under an obligation of nondisclosure; or (c) is or becomes part of the public domain through no breach of this Agreement; or (d) is independently developed by or for the receiving Party without reference to Confidential Information of the other Party, as evidenced by such receiving Partys written records.

1.22 Decentralized Market means markets for the sale and use of amplification systems and reagents with random access testing or Stat Testing (as defined below) capability developed and manufactured for use at Third Party sites; provided, an m2000rt Instrument with Stat Testing capability is specifically excluded from this definition.

1.23 Declaration of Conformity means a declaration by Celera regarding the conformity of Celera Products with the relevant national laws implementing the IVD Directive.

1.24 Device History Record has the meaning set forth in 21 C.F.R. 820.3(i).

1.25 Device Master Record has the meaning set forth in 21 C.F.R. 820.3(j).

1.26 Distribution Term means the term of this Agreement as defined in Section 13.1 unless otherwise terminated pursuant to the terms of this Agreement.

1.27 Distributor means each Third Party with whom AMI or its Affiliates have a contract for distribution of Products.

1.28 EEA means the European Union, the European Economic Area and European accessing countries, as the member states constituting the European Union, the European Economic Area and accessing countries change from time to time during the Distribution Term.

1.29 Estimated Purchase Price means, with respect to each Specific Celera Product, the average Actual Purchase Price for all such Specific Celera Products purchased by AMI from Celera hereunder as determined pursuant to Section 3.2.

1.30 FDA means the United States Food and Drug Administration or any successor agency thereof.

1.31 Force Majeure Event means acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, or compliance with any law, order or regulation of any government entity, or any other circumstance outside the control of, but affecting performance of, a Party under this Agreement.

Distribution Agreement 5

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.32 Fully Loaded Product Cost means, with respect to a Product Indication, the fully-burdened costs actually and reasonably incurred by Celera to manufacture the Specific Celera Products related to such Product Indication, together with the packaging thereof, including the cost of materials, labor, quality control, and overhead (excluding royalties paid or payable to Third Parties), all as determined in accordance with United States generally accepted accounting principles or International Financial Reporting Standards when required in the United States (GAAP) as consistently applied by Celera from year to year starting with 2008 methodology. In the event that GAAP requires a different accounting methodology or Celera elects to change its accounting methodology, then the Parties will negotiate in good faith a change to the applicable percentages set forth in Section 3.2(c)(i) such that neither Party is disadvantaged.

1.33 Fully Loaded Software Cost means, with respect to Software, the fully-burdened full-time equivalent and related expenses actually and reasonably incurred by a Party to design, validate and verify such Software for use with a Product and/or an Agreement Instrument.

1.34 Internal Use means use of a Molecular Diagnostic Product by or for a Party for such Partys research, development or clinical activities that do not involve generation of revenue from use or sale of the Molecular Diagnostic Product.

1.35 Instrument means any hardware, Software, device, platform or any combination or component thereof, including any uniquely associated accessories and consumables, that facilitates or automates use of a Molecular Diagnostic Product. Agreement Instrument means any Instrument except for all existing and future systems useful in any part of in situ hybridization (including Fluorescence In Situ Hybridization), and any and all systems to the extent used in the Decentralized Market.

1.36 IVD Directive means the In Vitro Diagnostic Directive 98-79-EC and any amendments thereto governing in vitro diagnostic devices in the European Union.

1.37 Kit means the finished, packaged and labeled assembly of a Product configured in accordance with such Products Specifications.

1.38 m2000 Instruments means both m2000rt Instruments and m2000sp Instruments.

1.39 m2000rt Instrument means the Instrument that is designated by AMI as of the Effective Date as m2000rt and any Similar Diagnostic Instrument (as defined below) that is distributed by AMI or its Affiliates.

1.40 m2000sp Instrument means the Instrument that is designated by AMI as of the Effective Date as m2000sp and any Similar Diagnostic Instrument that is distributed by AMI or its Affiliates.

Distribution Agreement 6

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.41 m2000 Platform Technology means the real time PCR and sample preparation technology used on the m2000 Instruments.

1.42 m2000 Product Software means any Software that provides a specific interface between a Molecular Diagnostic Product, an m2000 Instrument and associated m2000 Software.

1.43 m2000 Software means the Software that implements the m2000 Platform Technology, including any upgrades or updates thereto.

1.44 m3000sp Instrument means the Instrument as defined in the NPCD entitled [*] submitted by Abbott under the Alliance to the JRB on February 6, 2006, and any Similar Diagnostic Instrument that is distributed by AMI or its Affiliates.

1.45 Molecular Diagnostic Product means any product intended or designed for use on an Instrument in in vitro amplification, detection, quantification, extraction or sequencing of a nucleic acid in or from a human biological sample.

1.46 Net Sales means, with respect to any particular period, the total of OUS Sales and U.S. Sales in that period. Net Sales excludes Specific Celera Products for Internal Use and Free Products (as defined in Section 2.5), so long as AMI and its Affiliates receive no monetary compensation in any form for Internal Use or Free Products.

1.47 New Celera Product means a Proposed Celera Product accepted pursuant to Section 2.13(a), a New m2000 Product accepted pursuant to Section 2.13(b), a Celera Pipeline Product accepted pursuant to Section 2.14 or a Celera Development Product.

1.48 New m2000 Product means a Molecular Diagnostic Product that: (a) is designed to be used with Platform Technology of the m2000rt Instrument; and (b) is not a Product, a Competing Product, or a Celera Pipeline Product. A New m2000 Product may be a Proposed Celera Product.

1.49 New Seq Instrument means a sequencing Instrument using capillary electrophoresis Platform Technology and associated Software with such sequencing Instrument (hereinafter New Seq Instrument Software), if any, that bear a CE Mark and/or are cleared or approved by the FDA as part of an IVD assay system or independently.

1.50 New Seq Product means a Molecular Diagnostic Product that is designed for use on a New Seq Instrument and is not a Product or Competing Product.

1.51 New Seq Product Software means any Software that provides a specific interface between a New Seq Product and a New Seq Instrument and associated New Seq Instrument Software, including any upgrades or updates thereto.

1.52 OUS Sales means: (a) With respect to any Specific Celera Product purchased by AMI and sold or otherwise disposed of by or for AMI or an AMI Affiliate to a Third Party outside the United States, the gross amount billed to such Third Party for such Specific Celera Product, less the following Subsections (i)-(v) to the extent separately identified on an invoice, credit memo, debit memo or a written document specific to rebates to or with such Third Party: (i) credits, allowances, discounts and rebates actually given to such Third Party and charge backs from the account of such Third Party for spoiled, damaged, out-dated, rejected or returned Specific Celera Products; provided, if AMI or its Affiliates actually give a rebate to a Third Party for both Specific Celera Product(s) and other diagnostic products, AMI will allocate the rebate based on the gross billings for such Specific Celera Product(s) relative to the gross billings of such other diagnostic products;

Distribution Agreement 7

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) actual freight, postage, transportation and insurance costs incurred in delivering Specific Celera Products to the extent billed to such Third Party; (iii) reasonable and customary cash, quantity and trade discounts actually given to such Third Party; (iv) sales, use, value-added and other direct taxes to the extent billed to such Third Party; and (v) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Specific Celera Products to the extent billed to such Third Party. (b) With respect to a Combination Product, OUS Sales will be the amount billed for such Combination Product to the Third Party, less the allowances and adjustments referred to in Sections 1.52(a)(i)-(v), multiplied by the fraction A/A+B, where A is the OUS Sales of the Specific Celera Product sold separately during the royalty period in question, and B is OUS Sales of the other diagnostic products in the Combination Product sold separately during the royalty period in question. If there are no sales of the Specific Celera Product or for the other diagnostic products, then for the purposes of calculating OUS Sales, the Parties will discuss in good faith the relative values of Specific Celera Product and the other diagnostic products so as to arrive at a fair allocation for Combination Products upon which to base the OUS Sales thereof. (c) In the event AMI or its Affiliates provide a diagnostic testing service using a Specific Celera Product or otherwise transfer a Specific Celera Product to an end user that is AMI itself or an AMI Affiliate or to an end user that enjoys other than an arms-length relationship with one or more of AMI or its Affiliates: (i) OUS Sales for such Specific Celera Product will equal an average of OUS Sales for similar quantities of such Specific Celera Products sold to all Third Parties in the same country where such services were rendered or such transfer occurred during the twelve (12) months preceding the transaction.

Distribution Agreement 8

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) If information relating to the average specified in Section 1.52(c)(i) is unavailable, OUS Sales for such Specific Celera Product will equal the published list price of such Specific Celera Product offered to Third Parties in the same country where such services were rendered or such transfer occurred.

1.53 Party means AMI or Celera, and Parties means AMI and Celera.

1.54 Patent Rights means: (a) patent applications filed in any country; (b) all patents including supplemental protection certificates that have issued or in the future issue from any of the foregoing applications in (a), including, without limitation, utility models, design patents and certificates of invention; and (c) all divisionals, continuations, continuations-in-part, reissues, re-examination certificates, renewals, extensions or additions to any such patents and patent applications in (a) and (b).

1.55 Platform Technology means the mode of operation of an Instrument.

1.56 Product means a Celera Product or an AMI Product, as the context requires, and Products means Celera Products or AMI Products, or both, as the context requires.

1.57 Product Indication means the clinical utility or intended use of a particular Molecular Diagnostic Product, including, for example, the Product Indications identified in Appendices 1.5 and 1.13.

1.58 Quality Systems and GMP Requirements means the current and any future quality system and good manufacturing practices regulations under 21 C.F.R. Part 820 to the extent that such regulations are applicable to a Celera Product, as such regulations are promulgated by the FDA. The applicable Quality Systems and GMP Requirements for any lot of Celera Product will be those regulations in effect when such lot is manufactured by Celera for AMI.

1.59 RAP means a program for the Commercialization of Molecular Diagnostic Products in conjunction with an Instrument whereby the price for the Molecular Diagnostic Products includes the amortization cost or leasing cost of the Instrument, the cost of servicing the Instrument and/or other items of cost recovery in connection with supply and support of the Instrument.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.60 Rebate Amount means an amount of money payable by AMI or an AMI Affiliate to a Third Party end user that (a) is conditioned on such Third Party purchasing in the United States during a defined time period from AMI or an AMI Affiliate a specified volume of Specific Celera Products, (b) is required by a written agreement between AMI or its Affiliate and such Third Party, and (c) had been reported to Celera pursuant to Section 3.3(d).

1.61 Regulatory Approval means the technical, medical and scientific licenses, registrations, authorizations, clearances and approvals required for marketing or use of a Molecular Diagnostic Product (including, without limitation, approvals of CE Mark, Pre-Market Approval Applications, Investigational Device Exemptions, Biologic License Applications, Investigational New Drug Applications, 510k notices, pre- and post- approvals, pricing and Third Party reimbursement approvals, and labeling approvals and any supplements and amendments to any of such approvals) of any national, supra-national (e.g., the European Commission, the Council of the European Union, or the European Agency for the Evaluation of Medicinal Products), regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, necessary for the manufacture, distribution, marketing, promotion, offer for sale, use, import, export or sale of Products in a regulatory jurisdiction.

1.62 Regulatory Authority means the FDA and/or any national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity in each country or supra-national territory of the world having jurisdiction over granting a Regulatory Approval for a Celera Product.

1.63 Royalty Agreement means the agreement dated on even date herewith between Abbott and Celera relating to termination of the Alliance Agreement.

1.64 Sales Minimums means the annual sales targets for Celera Products as set forth in Section 2.15, as may be adjusted pursuant to Section 2.17.

1.65 Serious Incident means an incident involving a Celera Product that is reportable to a Competent Authority as defined in Section 5 of Annex III of the IVD Directive and the European Commission Medical Device Vigilance Guidelines or such other guidelines as may be issued from time to time.

1.66 Signature Date means the date of signature of the last Party to sign this Agreement.

1.67 Similar Diagnostic Instrument means any Agreement Instrument that is developed and manufactured pursuant to quality system and good manufacturing practices regulations promulgated by FDA or comparable regulatory entities outside the United States and that (a) differs from an m2000 Instrument in a manner that does not constitute a significant change or modification as defined in 21 C.F.R. Section 807.81(a)(3)(i) and (ii) as in effect on the Effective Date, or (b)

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document regardless of whether regulatory submissions would be required, differs from an m2000 Instrument (i) because of required changes or upgrades necessary to maintain manufacturability or functionality of the m2000 Instrument, or (ii) because of upgrades in Software that may expand functionality of the m2000 Instrument.

1.68 Software means computer programs.

1.69 Specific Celera Product means, individually, a Celera Product having a product number as listed on Appendix 1.69, which Appendix may from time to time be amended by the written agreement of the Parties to add or delete Specific Celera Products. Such amended Appendix will become a part of this Agreement as if originally incorporated herein.

1.70 Specifications means those product, labeling, packaging and performance specifications for each Specific Celera Product that is to be purchased and supplied under this Agreement, the number and title of which are set forth on Appendix 1.70. The Specifications may from time to time be amended by the written agreement of the Parties and the full document for which will be provided to AMI upon request. Any amended Specifications agreed upon by the Parties will become a part of this Agreement as if originally incorporated herein.

1.71 Stat Testing means the performance of an individual diagnostic test on an instrument without pre-scheduling use of the instrument and which allows prioritization of the next sample.

1.72 Technical File means the documentation relating to the Celera Products that contain information on the Celera Products as required by the IVD Directive in Annex III, Section 3.

1.73 Technology means conceptions, ideas, innovations, discoveries, inventions, processes, machines, biological materials, formulae, equipment, compositions of matter, improvements, enhancements, modifications, technological developments, know- how, show-how, methods, techniques, systems, designs, production systems and plans, Software, documentation, data, programs and information (irrespective of whether in human or machine-readable form) and works of authorship, whether or not patentable, copyrightable, or susceptible to any other form of legal protection.

1.74 Territory means the entire world.

1.75 Third Party means any individual, corporation, partnership, trust or other business or government organization or entity, and any other recognized organization or entity other than AMI, Abbott, Celera and their respective Affiliates.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.76 Transition Period means the period starting October 1, 2008 and ending on December 27, 2008.

1.77 U.S. Sales means: (a) With respect to any Specific Celera Product sold or otherwise disposed of by or for AMI or an AMI Affiliate to a Third Party in the United States, the gross amount billed to such Third Party for such Specific Celera Product, less the following Subsections (i)-(iv) to the extent separately identified on an invoice, credit memo or debit memo to such Third Party: (i) actual freight, postage, transportation and insurance costs incurred in delivering Specific Celera Products to the extent billed to such Third Party; (ii) sales, use, value-added and other direct taxes to the extent billed to such Third Party; (iii) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Specific Celera Products to the extent billed to such Third Party; and (iv) shipping and billing errors actually billed to or credited against such Third Party. (b) If Rebate Amounts are disclosed pursuant to Section 3.2(e) or 3.2(f), then with respect to a Third Party end user purchaser of Specific Celera Products from AMI or an AMI Affiliate, in addition to the applicable deductions provided in Sections 1.77(a)(i)-(iv) for specific sales transactions, AMI may deduct from the total amount billed to such Third Party for Specific Celera Products in an applicable Calendar Quarter any Rebate Amount actually accrued or paid by AMI or its Affiliates to such Third Party during the applicable Calendar Quarter. (c) With respect to a Combination Product, U.S. Sales will be the amount billed for such Combination Product to the Third Party, less the allowances and adjustments referred to in Sections 1.77(a)(i)-(iv), multiplied by the fraction A/A+B, where A is the U.S. Sales of the Specific Celera Product sold separately during the royalty period in question, and B is the U.S. Sales of the other diagnostic products in the Combination Product sold separately during the royalty period in question. If there are no sales of the Specific Celera Product or of the other diagnostic products during the royalty period in question, then for the purposes of calculating U.S. Sales, the Parties will discuss in good faith the relative values of Specific Celera Product and the other diagnostic products so as to arrive at a fair allocation for Combination Products upon which to base the U.S. Sales thereof.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) In the event AMI or its Affiliates provide a diagnostic testing service using a Specific Celera Product or otherwise transfers a Specific Celera Product to an end user that is AMI itself or an AMI Affiliate or to an end user that enjoys other than an arms-length relationship with one or more of AMI or its Affiliates: (i) U.S. Sales for such Specific Celera Product will equal an average of U.S. Sales for similar quantities of such Specific Celera Products sold to all Third Parties during the twelve (12) months preceding the transaction in the United States. (ii) If information relating to the average specified in Section 1.77(d)(i) is unavailable, U.S. Sales for such Specific Celera Product will equal the published list price of such Specific Celera Product offered to Third Parties in the United States.

1.78 Upgrade means a modified or improved Product for use on the same Platform Technology.

1.79 Additional Defined Terms. The following terms are defined in the Sections indicated:

874 Collaboration Section 2.13(c) AMI Inventory Section 3.2 Act Section 6.7 Additional Units Section 3.3(e) Adopted AMI License Section 3.8 ADR Section 14.7 Agreement Instrument Section 1.35 Alliance Agreement Recitals Atria Distribution Agreement Recitals Breakeven Sales Price Section 2.2(d) [*] Appendix 1.13 [*] Appendix 1.13 Celera Materials Section 9.5 Celera Trademarks Section 9.5(b) CoA Section 4.2(b) CoC Section 4.3(b) Competing Service Section 3.1(c) Components Section 3.5 Damages Section 12.5 Difference Payment Section 2.16(a) Direct Costs Section 6.6(c) Discounted Products Section 2.5

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Field Correction Section 6.6(a) Free Products Section 2.5 GAAP Section 1.32 [*] Section 1.12 Initial Term Section 13.1 Intent Notice Section 2.16(a) MDR Section 6.7 Minimum Resale Price Section 2.2(c) MSDSs Section 4.10 New Seq Instrument Software Section 1.49 Non-Publishing Party Section 10.6 Product Actions Section 6.6(a) Proposed Celera Product Section 2.13(a) Prorated Difference Payment Section 2.16(a) Publishing Party Section 10.6 Quarterly Report Section 3.9 Recall Section 6.7(a) Release Testing Section 4.3(a) Renewal Term Section 13.1 Third Party Royalties Section 3.8(b)

1.80 Rules of Construction. For the purposes of this Agreement, unless the context otherwise requires: (a) In any provision, (i) including and include are not exclusive and are deemed to be followed by the words without limitation; (ii) herein or hereof refer to this Agreement; (iii) an accounting term not otherwise defined has the meaning assigned to it in accordance with accounting principles that are generally accepted in the United States of America; (iv) words in the singular include the plural and words in the plural include the singular; (v) reference to any gender includes the other gender; and (vi) any date specified for any action that is not a business day means the first business day after such date. (b) References to Articles and Sections without identifying a specific agreement will be deemed references to Articles and Sections of this Agreement. The captions of Articles and Sections are for convenience of reference only and will not be used in the interpretation of this Agreement. (c) References to this Agreement will include any amendment made to this Agreement in accordance with the terms hereof, and will include any schedules, exhibits, appendices or other materials incorporated into this Agreement.

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2.1 Appointment. Subject to the terms of this Agreement, Celera hereby appoints AMI: (a) as its exclusive distributor (even as to Celera and its Affiliates) for the marketing, promotion, solicitation, sales, distribution and support of Celera Products (i) in the Territory for the Initial Term, and (ii) in the Territory outside the EEA during any Renewal Term; and (b) as its non-exclusive distributor for the marketing, promotion, solicitation, sales, distribution and support of Celera Products in the EEA during any Renewal Term. AMI may sell or otherwise distribute Celera Products directly to customers or through AMI Affiliates or Distributors, provided in each case AMI retains control of and responsibility for actions of such Affiliates and Distributors with respect to Celera Products. Within sixty (60) days after the Signature Date, AMI will list in Appendix 2.1 all countries in which it uses Distributors for distribution of Products as of the Signature Date. In the event, during the Distribution Term, AMI or its Affiliates wish to increase or change the countries in which AMI uses Distributors for distributing Products, AMI will give Celera sixty (60) days advance written notice thereof and will refrain from such increase or change until approved by Celera, which approval will occur within sixty (60) days and which will not be unreasonably withheld.

2.2 Selling Price. AMI, in its sole discretion, will determine the final sales price of each Specific Celera Product. (a) The pricing policy and structure applied by AMI to Specific Celera Products will be the same as applied to other comparable products and services offered by AMI in comparable markets, and any discounts, rebate or pricing adjustments AMI establishes for Specific Celera Products will not disproportionately reduce the price of Specific Celera Products versus other AMI products and services. (b) Any discount to the sales price of a Specific Celera Product will be consistent with the overall discounting policy of AMI in connection with the sale of its other Molecular Diagnostic Products (including AMI Products) and, when considered in relation to the percentage discount applicable to AMIs Molecular Diagnostic Products which are sold together with or in connection with a Specific Celera Product, will not materially adversely affect Net Sales.

2.3 Marketing and New m2000 Product Development. The Parties will meet at least twice per Calendar Year to discuss marketing and sales activities for Celera Products, to discuss Celeras programs for New m2000 Product development, and to discuss any Celera Product that AMI believes is or may become non-competitive. Either Party may call additional meetings for good cause.

2.4 Promotion Material. Celera will provide to AMI, at no cost, any available promotional materials developed by or for Celera relating to the Celera Products, for use by AMI. Further, AMI may, at its own cost and expense, develop

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document guidelines, promotion aids, reference materials, training and sales documentation and promotional materials for Celera Products (AMI Materials), including any AMI Materials that may be made available on AMIs website, the use of which will be subject to reasonable prior review by Celera. Celera will review and comment on any AMI Materials related to the Celera Products within thirty (30) days after receipt thereof. AMI Materials will be deemed as approved by Celera if AMI does not receive comments from Celera within thirty (30) days after delivery of AMI Materials to Celera.

2.5 Free Products. In conjunction with the marketing and promotion of Celera Products, AMI may distribute a limited amount of Specific Celera Products to customers or prospective customers at no charge (Free Products) as an introduction to a New Celera Product that has been accepted by AMI pursuant to Section 2.13(a) or an introduction of a new customer to Celera Products, consistent with the overall free product policy of AMI in connection with the sale of its other Molecular Diagnostic Products. AMI will limit the Free Products to [*] ([*]) Kits or Kit equivalents per Celera Product Group per new customer or per New Celera Product per customer. If AMI exceeds such limit, it will discuss the reason with Celera, and Celera will either approve such excess Celera Products for accounting treatment as Free Products per Section 3.10(a), or not approve AMIs reason for exceeding such limits. If not approved by Celera, AMI will pay the Estimated Purchase Price for each Specific Celera Product distributed as a Free Product over the limit or choose not to supply such Specific Celera Product to the prospective customer.

2.6 Diligence. AMI will use commercially reasonable efforts to promote, market, sell, distribute and support Celera Products. Such efforts will be no less than those used by AMI with respect to its other Molecular Diagnostic Products, including AMI Products, which have the same or similar market potential.

2.7 AMI Instruments to Customers. AMI will be responsible, in its sole discretion, for providing AMI Instruments, by sale, lease or RAP, to customers for use of Celera Products.

2.8 Service and Support. AMI will use, and will cause its Affiliates and Distributors to use, commercially reasonable efforts to provide service and support to customers purchasing Celera Products sold or otherwise distributed by or for AMI, its Affiliates or Distributors and for associated AMI Instruments used by such customers, so long as such AMI Instruments are owned by AMI or its Affiliates and placed with the customer under RAP, or a customer has purchased a service contract with AMI, its Affiliates or Distributors. These efforts will be consistent with the commercially reasonable efforts used by AMI with respect to other Molecular Diagnostic Products and Agreement Instruments it markets and distributes for which it provides service and support and which have the same or similar market potential. AMI will not be responsible for providing service or support for any AMI Instrument placed by Celera unless the customer has purchased a service contract with AMI, its Affiliate or Distributor.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.9 AMIs Responsibilities. Except as otherwise provided herein and without limiting the generality of the foregoing, AMI will, at its own cost and expense: (a) conduct advertising and sales promotional activities of a nature consistent with industry standards and norms as it deems reasonably appropriate to sell Celera Products; provided, that Celera also may promote Celera Products for distribution by AMI, subject to the consent of AMI, which consent will not be unreasonably withheld; and (b) exercise reasonable care in the storage, shipping and handling of Celera Products and comply with all reasonable instructions of Celera with respect to such storage, shipping and handling.

2.10 Celera Product Support. (a) Celera, at its expense, will offer three (3) initial technical training programs for AMI personnel, Distributors or customers for each Celera Product. If AMI desires to have additional training courses, Celera will provide such training at AMIs expense at site(s) to be determined by mutual agreement. (b) AMI will bear the travel, lodging and subsistence expenses that are incurred by its personnel, Distributors or customers in conjunction with any of the training programs offered by Celera. (c) Upon AMIs reasonable request, Celera will provide, up to three (3) times per Calendar Year during the Distribution Term, at Celeras reasonable cost and expense, reasonable technical assistance and support, to the extent requested by AMI, in connection with any trade show or exhibition at which AMI elects to participate and to promote Celera Products.

2.11 Compliance. Each Party will comply, and use commercially reasonable efforts to cause its Affiliates and distributors to comply, in all material respects with all applicable treaties, laws and regulations related to its, its Affiliates and its distributors activities under this Agreement, including, without limitation, Quality Systems and GMP Requirements, applicable food and drug and export laws of the United States and applicable food and drug and import laws of foreign countries in which Celera Products are sold or otherwise distributed, and will not be required to perform or omit to perform any act required or permitted under this Agreement if such performance or omission would violate the provisions of any such treaty, law or regulation.

2.12 Commercially Reasonable Efforts. Celera will exercise commercially reasonable efforts to keep all Celera Products competitive in their intended market in terms of performance and quality, and AMI will exercise commercially reasonable efforts to keep all Celera Products competitive in terms of price. In each case, such efforts will be no less than those used by the respective Party with respect

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document to its other Molecular Diagnostic Products which have the same or similar market potential. During a meeting of the Parties pursuant to Section 2.3, AMI may raise the potential non-competitiveness of a Specific Celera Product, and, in such event, Celera will consult with AMI within ninety (90) days thereafter concerning the basis for AMIs belief and possible remedies. If Celera disagrees with AMIs characterization that a Specific Celera Product is non-competitive, the dispute will be resolved pursuant to Section 14.7. If the Parties agree that an Upgrade to such Specific Celera Product is a remedy, the Parties will agree on a plan and schedule for development of such an Upgrade while AMI continues to distribute the current Specific Celera Product; provided, however, if Celera does not meet such plan or schedule and the Parties do not agree to modify the plan or schedule, AMI may develop and Commercialize a Competing Product to such Specific Celera Product; provided, further, the Sales Minimums will be reduced on a prorata basis. If the Parties agree that the Specific Celera Product is not competitive but cannot agree on a remedy, AMI may develop and Commercialize a Competing Product to such Specific Celera Product; provided, the Sales Minimums will be reduced on a prorata basis. In either of the cases in which AMI Commercializes a Competing Product pursuant to this Section 2.12, AMI will pay Celera a royalty pursuant to the provisions of the Royalty Agreement and Celera may distribute the Specific Celera Product directly or through a Third Party subject to royalties payable under Section 4.1(m) of the Royalty Agreement.

2.13 New Celera Products. (a) Either Party may propose to the other Party the addition to this Agreement of a Molecular Diagnostic Product that was not a Celera Product as of the Effective Date and is not a Competing Product (Proposed Celera Product). Any such proposal will be by written notice to the other Party and will identify the Proposed Celera Product, the Platform Technology of the Agreement Instrument on which such Proposed Celera Product is run, the Product Indication addressed thereby, and the proposed launch date. The other Party, in its sole discretion, may accept or reject the proposal by written notice to the proposing Party not less than sixty (60) days after the date such proposal was received. If rejected, the proposing Party thereafter may make, have made, use, sell or otherwise distribute the Proposed Celera Product; provided, however, notwithstanding Section 9.1, no rights under any Patent Rights owned by the other Party or its Affiliates are granted herein with respect to a rejected Proposed Celera Product, except to the extent the Proposed Celera Product is subject to the Royalty Agreement, in which event, the proposing Party will be obligated to pay to the other Party a royalty based upon Commercialization of such rejected Proposed Celera Product by the proposing Party or its Affiliates. If accepted, the Parties will negotiate in good faith on (i) consideration payable by AMI to Celera for distribution rights, (ii) the adjustment to Sales Minimums for each Calendar Year or part thereof following such acceptance and (iii) application of Article 3 to the accepted Proposed Celera Product.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Each Party will have the right to develop New m2000 Products. Notwithstanding Section 2.13(a), in the event, during the Distribution Term, (i) Celera develops or acquires a New m2000 Product, and (ii) Celera proposes to make the New m2000 Product available other than as a diagnostic testing service, then Celera (y) may itself distribute the New m2000 Product, or (z) may propose terms to AMI in writing for the right to distribute the New m2000 Product pursuant to this Agreement. If Celera proposes terms to AMI for distribution of such New m2000 Product, AMI may accept or reject such terms or propose alternative terms within sixty (60) days after receipt of such written proposal. Upon AMIs acceptance of the New m2000 Product under mutually agreed terms, such product will become a Celera Product hereunder. If AMI rejects the proposed terms, the Parties do not agree to alternative terms, or AMI fails to respond within the sixty (60)-day period, Celera will be free to negotiate with any Third Party for distribution of the New m2000 Product. If Celera elects to distribute such New m2000 Product itself, or AMI rejects the proposed terms or the Parties do not agree to alternative terms and Celera distributes the New m2000 Product through a Third Party, Celera will pay AMI a royalty for each New m2000 Product as provided in the Royalty Agreement. (c) Subject to the terms and conditions of the Collaboration Agreement between Abbott and Celera dated November 4, 2008 (874 Collaboration), a Diagnostic Product as defined in the 874 Collaboration will be a Proposed Celera Product if Abbott and Celera reach agreement under Section 7.3(a) of the 874 Collaboration, and, if Celera accepts the Diagnostic Product pursuant to Section 2.13(a) hereof, this Agreement will be the Future Distribution Agreement contemplated by Section 7.3(b) of the 874 Collaboration. If Celera rejects the Diagnostic Product, Abbotts rights to Commercialize the Diagnostic Product will be subject to the 874 Collaboration.

2.14 Celera Development. (a) The project plans and schedules for development of each Celera Development Product are attached as Appendix 2.14(a). At least twice each Calendar Year during the Distribution Term, Celera will advise AMI of the status of development of each Celera Development Product, including a report regarding the date each such Celera Development Product will be ready for Commercialization and the date Celera will be ready to manufacture such Celera Development Product for distribution by AMI. Should Celera not meet, or notify AMI after reasonable development efforts that it will not meet, the schedule for such Commercialization or manufacture of any Celera Development Product, (i) AMI may develop

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and Commercialize a product similar to such Celera Development Product and such similar product will not be considered a Competing Product, and (ii) such Celera Development Product will be deleted from Appendix 1.13. If Celera thereafter Commercializes such Celera Development Product (including through its Affiliates) or through a Third Party distributor, Celera will pay to AMI the royalty on the Celera Development Product as provided in Section 4.1(l) of the Royalty Agreement. (b) If Celera completes development of a Celera Development Product within the schedule set forth in Appendix 2.14(a), Celera will notify AMI in writing that such Celera Development Product is ready for distribution pursuant to this Agreement. Within sixty (60) days after such notice, the Parties will negotiate in good faith (i) the adjustment to Sales Minimums for each Calendar Year or part thereof, and (ii) application of Article 3 to the Celera Development Product. (c) When Celera completes development of the Celera Pipeline Product, Celera will offer in writing to AMI the right to distribute hereunder such Celera Pipeline Product, which AMI may accept or reject within sixty (60) days of receipt of such offer. If AMI elects not to accept the offer or fails to respond within the sixty (60)-day period, Celera will be free to negotiate with any Third Party for distribution of the Celera Pipeline Product or distribute such Celera Pipeline Product itself. In the event AMI has Commercialized a product designed to detect the same Analyte detected by such Celera Pipeline Product using the same Platform Technology and intended to address the same Product Indication using the same Platform Technology as such Celera Pipeline Product at the time that Celera offers distribution rights to AMI under this Section 2.14(c), AMI may continue to Commercialize such Molecular Diagnostic Product, which will not be considered a Competing Product and for which no royalties or other payment will be due to Celera as a result of AMIs sales thereof. If AMI rejects Celeras offer to distribute the Celera Pipeline Product and Celera thereafter Commercializes it directly (including through its Affiliates) or through a Third Party distributor, Celera will pay to AMI the royalty on the Celera Pipeline Product as provided in Section 4.1(h) of the Royalty Agreement. If AMI accepts the offer to distribute the Celera Pipeline Product, such product will be a Celera Product hereunder. (d) Nothing in this Section 2.14 is intended to expressly or impliedly grant to either Party rights under any intellectual property owned by the other Party.

2.15 Sales Minimums. Subject to Section 2.17, AMI will exercise commercially reasonable efforts to achieve the Sales Minimum specified below for the specified period: (a) For Calendar Year 2009, either (i) if AMI or its Affiliates Commercialize a Cannibalizing Product in 2009, a Sales Minimum of [*] U.S. Dollars (US$[*]); or

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) if AMI or its Affiliates do not Commercialize a Cannibalizing Product in 2009 there will be no Sales Minimum. (b) For Calendar Year 2010, either (i) if AMI or its Affiliates Commercialize a Cannibalizing Product in 2010, a Sales Minimum of [*] U.S. Dollars (US$[*]); or (ii) if AMI or its Affiliates do not Commercialize a Cannibalizing Product in 2010, there will be no Sales Minimum. (c) For Calendar Year 2011 and each subsequent Calendar Year during the Initial Term, the Sales Minimum will be the greater of [*] U.S. Dollars (US$[*]) or [*] percent ([*]%) of AMIs long-range plan forecast for Celera Products for such Calendar Year, as determined six (6) months prior to the start of such Calendar Year; provided, the Sales Minimum for each Calendar Year after the Initial Term, if any, will be adjusted pro rata based upon AMIs purchases for distribution in the EEA pursuant to Section 3.1. (d) By August 31, 2012, AMI will provide to Celera a non-binding forecast for Celera Products in the Territory for the first Renewal Term for the purpose of agreement by the Parties on the Sales Minimums for such first Renewal Term, if any. (e) By August 31, 2014, AMI will provide to Celera a non-binding forecast for Celera Products in the Territory for the second Renewal Term for the purpose of agreement by the Parties on the Sales Minimums for such second Renewal Term, if any.

2.16 Failure to Meet Sales Minimums. (a) If, at the end of a Calendar Quarter during Calendar Years 2009 or 2010, if AMI or its Affiliates has Commercialized a Cannibalizing Product and AMI has not achieved at least [*] percent ([*]%) of the prorated portion of the Sales Minimum for the then-current Calendar Year pursuant to Section 2.15 (to the extent effective), as such Sales Minimum may have been adjusted pursuant to Section 2.17, Celera, at its option within fifteen (15) days after receipt by Celera of the applicable Quarterly Report required by Section 3.9, may give AMI written notice of an intent to terminate this Agreement (Intent Notice). Within fifteen (15) days after the Intent Notice, the Parties will discuss the probability that AMI will meet the Sales Minimum for such Calendar Year. If, after such discussion, Celera believes in good faith that AMI will not meet the Sales Minimum for the Calendar Year, Celera may, within thirty (30) days after the date of the Intent Notice, give AMI written notice of termination, which termination will be effective [*] ([*]) months after the date of the Intent Notice.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Within thirty (30) days after such notice of termination, AMI at its sole discretion may notify Celera in writing that AMI will pay Celera the difference between AMIs sales of Celera Products for the then-current Calendar Year and the prorated applicable Sales Minimum for such Calendar Year, as may have been adjusted pursuant to Section 2.17 (Prorated Difference Payment); provided, this option is available only if AMI has achieved at least [*] percent ([*]%) of the prorated portion of the applicable Sales Minimum for the then-current Calendar Year pursuant to Section 2.15, as such Sales Minimum may have been adjusted pursuant to Section 2.17. (b) If, at the end of Calendar Year 2011 or each subsequent Calendar Year during the Distribution Term, AMI has not satisfied the Sales Minimum, for the just-concluded Calendar Year pursuant to Section 2.15, as such Sales Minimum may have been adjusted pursuant to Section 2.17, Celera, at its option, may give AMI written notice of termination which termination will be effective [*] ([*]) months after the date of the notice of termination. Celera will give AMI such notice of termination within forty-five (45) days after receipt by Celera of the Quarterly Report required by Section 3.9 for the fourth Calendar Quarter of the just-concluded Calendar Year. Within thirty (30) days after such notice of termination, AMI at its sole discretion may notify Celera in writing that AMI will pay Celera the difference between AMIs sales of Celera Products for the just concluded Calendar Year and the applicable Sales Minimum for such Calendar Year, as may have been adjusted pursuant to Section 2.17 (Difference Payment); provided, this option is available only if: (i) AMI has achieved at least [*] percent ([*]%) of the applicable Sales Minimum for the just concluded Calendar Year pursuant to Section 2.15, as such Sales Minimum may have been adjusted pursuant to Section 2.17; or (ii) AMI has achieved at least [*] percent ([*]%) of the applicable Sales Minimum for the just concluded Calendar Year and at least [*] percent ([*]%) of the applicable Sales Minimum for each of the immediately preceding two (2) Calendar Years, all such Sales Minimums being as specified in Section 2.15 (even if there was no Commercialization of a Cannibalizing Product) and as may have been adjusted pursuant to Section 2.17. (c) Even if AMI has not met the options of Sections 2.16(a) or (b), AMI may offer to pay Celera within thirty (30) days after a notice of termination, the applicable Prorated Difference Payment or Difference Payment, and Celera may, in its sole discretion, accept such Prorated Difference Payment or Difference Payment from AMI.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) AMI will pay any Prorated Difference Payment or Difference Payment within thirty (30) days after (i) AMI notifies Celera that it will make such Prorated Difference Payment pursuant to Section 2.16(a) or (ii) AMI notifies Celera that it will make such Difference Payment pursuant to Section 2.16(b), as applicable, or after Celera accepts such Prorated Difference Payment or Difference Payment pursuant to Section 2.16(c). If AMI makes a Prorated Difference Payment or Difference Payment pursuant to this Section 2.16, any associated notice of termination will be void and of no effect, and this Agreement will continue in full force and effect. (e) If AMI (i) notifies Celera that it will not make the Prorated Difference Payment or Difference Payment, (ii) fails to notify Celera of its agreement to pay the Prorated Difference Payment or Difference Payment within the 30-day period, (iii) is ineligible for the option pursuant to Section 2.16(a) or (b), or (iv) fails to pay the Prorated Difference Payment or Difference Payment in accordance with Section 2.16(d), or if Celera does not accept a Prorated Difference Payment or Difference Payment offered pursuant to Section 2.16(c), termination of this Agreement will become effective [*] ([*]) months after the date of Celeras notice of termination. (f) On the effective date of termination, all rights and obligations of each Party under this Agreement will cease. Such termination will not affect the rights and obligations provided in the Royalty Agreement. (g) This Section 2.16 will apply to each Calendar Quarter or Calendar Year, as applicable, for which Prorated Sales Minimums or Sales Minimums are applicable. Payment by AMI and acceptance by Celera of a Prorated Difference Payment or a Difference Payment for a Calendar Quarter or a Calendar Year will not be construed to modify the terms of this Section 2.16 for subsequent Calendar Quarters or Calendar Years.

2.17 Sales Minimum Adjustments. If any New Celera Product is added to this Agreement, the Parties will agree to an appropriate increase to the Sales Minimums, if any, for the Calendar Year the New Celera Product is added and for each Calendar Year thereafter. Conversely, the Parties will agree on an appropriate decrease of Sales Minimums pro rata in proportion to the effect any of the following events have on AMIs ability to meet such Sales Minimums for the particular Calendar Year(s) affected: (a) failure by Celera to supply (i) a Celera Product (including a failure due to a Force Majeure Event) in the amounts specified by AMI in the monthly forecasts (excluding Additional Units) or (ii) a Celera Product that meets the Specifications for such Celera Product or the representations, covenants or warranties given by Celera under this Agreement;

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) a Recall of a Celera Product; (c) any change in the Specifications that adversely affects the performance of a Celera Product; (d) any shortfall in supply of a Celera Product (including shortfalls resulting from AMIs exercise of its rights in Sections 4.7 and 4.8; (e) the occurrence of a Force Majeure Event affecting AMIs ability to distribute Celera Products; (f) a decision by [*] not to purchase Celera Products pursuant to a bid pending as of the Signature Date, despite AMIs commercially reasonable efforts to obtain such business; (g) as described in Section 2.12: (i) failure of Celera to meet a plan or schedule for the development of an Upgrade to a Specific Celera Product; or (ii) failure of the Parties to agree on a remedy for a non-competitive Specific Celera Product; (h) a decision pursuant to Section 9.4(c) to terminate AMIs distribution rights of a Celera Product due to infringement or alleged infringement by AMI or Celera of a Third Partys intellectual property rights; (i) distribution of a material quantity of Competing Product or Cannibalizing Product by a Third Party resulting from (i) the failure of Celera to pursue Third Party infringement of a Celera Patent Right as set forth in Section 9.2, or (ii) Celeras grant to a Third Party or a Celera Affiliate of a license(s) to Celeras Technology and Patent Rights as set forth in Section 9.6; or (j) as a consequence of discontinuation or termination of a Celera Product or as otherwise agreed to by the Parties.

Article 3. Purchase and Sale, Purchase Price, Orders, Product Supply

3.1 Purchase and Sale. (a) Except as provided in the following sentence relating to AMIs distribution of Celera Products in the EEA, during the Distribution Term and subject to the terms and conditions contained herein, AMI will, and will cause its Affiliates to, purchase all Celera Products exclusively from Celera, and Celera will exclusively manufacture and supply, or cause its Affiliates to exclusively manufacture and supply, to AMI and its Affiliates such quantities of Celera Products as may be ordered by AMI and its Affiliates

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document as provided herein. Subsequent to the Initial Term and during any Renewal Term, AMI will, and will cause its Affiliates to, (i) purchase all Celera Products exclusively from Celera for distribution outside the EEA, and (ii) purchase Celera Products for distribution in the EEA on a non-exclusive basis from Celera, and Celera will be free to sell Celera Products in the EEA directly or through Third Party distributors. (b) For so long as Celera exclusively manufactures or has manufactured Celera Products for AMI under this Agreement, AMI, at its expense, will be responsible for: (i) obtaining any necessary import license or other import permits, and (ii) paying all custom duties, fees, custom brokerage or any other clearance charges necessary to import the Celera Products into the Territory. (c) Except as otherwise provided in this Agreement, during the Distribution Term, each Party will comply with restrictions on sale of Competing Products or Competing Services as provided in Section 2.1 of the Royalty Agreement. Competing Service will have the definition set forth in Section 1.16 of the Royalty Agreement.

3.2 Payment. For each unit of Specific Celera Product purchased by AMI and its Affiliates, AMI for itself and its Affiliates will pay to Celera the Actual Purchase Price for such Specific Celera Product. AMI for itself and its Affiliates will initially pay to Celera the Estimated Purchase Price for each Specific Celera Product, calculated as set forth in this Section 3.2. AMI will determine the difference, if any, between the Actual Purchase Price and the Estimated Purchase Price of each Specific Celera Product pursuant to the procedures set forth in this Section 3.2 and Section 3.9. Any over payment or under payment by AMI will be reconciled pursuant to Section 3.11. (a) Estimated Purchase Price. The Estimated Purchase Price for each Specific Celera Product purchased by AMI during the first Calendar Quarter of the Distribution Term will be Celeras Fully Loaded Cost for each such Specific Celera Product, except for the Specific Celera Products for SBT HLA which will be the average sales price charged by AMI or its Affiliates multiplied by [*] percent ([*]%). Thereafter, during the first Calendar Year of the Distribution Term, unless otherwise agreed by the Parties, the Estimated Purchase Price for each Specific Celera Product will be the average sales price charged by AMI or its Affiliates for such Specific Celera Product during the twelve (12) consecutive months preceding September 30, 2008, multiplied by [*] percent ([*]%). Prior to first transfer to AMI from Celera of any New Celera Product, the Parties will agree on an Estimated Purchase Price for such New Celera Product for the remainder of the then-current Calendar Year. Celera will make a good faith effort to notify AMI promptly after Celera determines that the average Estimated Purchase Price for a Celera Product Group is within five percent (5%) of Celeras Fully Loaded Product Cost plus the

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document applicable percentage rate as determined in Section 3.2(c). Celera will immediately notify AMI whenever Celera determines that the average Estimated Purchase Price for a Celera Product Group is less than Celeras Fully Loaded Product Cost plus the applicable percentage rate as determined in Section 3.2(c). If the Estimated Purchase Price is less than Celeras Fully Loaded Product Cost plus the applicable percentage rate as determined in Section 3.2(c), the Estimated Purchase Price will be adjusted upon mutual agreement of the Parties to minimize the variance between the Estimated Purchase Price and Celeras Fully Loaded Product Cost plus the applicable percentage rate as determined in Section 3.2(c). By June 15 of each Calendar Year during the Distribution Term, the Estimated Purchase Price for each Specific Celera Product for the next Calendar Year will be determined by AMI by calculating the average Actual Purchase Price for each Specific Celera Product from the preceding twelve (12) consecutive months, multiplied by [*] percent ([*]%). AMI will deliver to Celera a written report of such determination not later than June 30 of each Calendar Year. (b) Adjustment to Estimated Purchase Price. In the event it is determined, in connection with the preparation and delivery of any Quarterly Report, that the Estimated Purchase Price varies from the Actual Purchase Price for any Calendar Quarter by fifteen percent (15%) or greater, the Estimated Purchase Price will, upon mutual agreement of the Parties, be adjusted so as to minimize the variance for each subsequent Calendar Quarter. (c) Actual Purchase Price Protection. (i) If Celera determines that the average Actual Purchase Price calculated by AMI for a Calendar Quarter for: (x) all Celera Product Groups (except as provided in Subsection (y) below) is less than the average Estimated Purchase Price for all such Celera Product Groups and is less than Celeras Fully Loaded Product Cost plus [*] percent ([*]%) for such Celera Product Groups in such Calendar Quarter; or (y) all Celera Product Groups directed to Product Indications Factor II, Factor V or MTHFR [*], is less than the average Estimated Purchase Price for all such Celera Product Groups and is less than Celeras Fully Loaded Product Cost plus [*] percent ([*]%) for such Celera Product Groups in such Calendar Quarter; then (z) Celera may provide written notification to AMI of such determination within ten (10) business days after receipt of the Quarterly Report or the annual Estimated Purchase Price calculation provided by AMI under this Section 3.2. An example of an Actual Purchase Price protection calculation under this Section 3.2(c)(i) is attached as Appendix 3.2(c)(i) for illustration purposes only.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) Celeras written notification pursuant to Section 3.2(c)(i)(z) will include appropriate documentation supporting Celeras claim that the average Actual Purchase Price for all of the Celera Product Groups is less than Celeras Fully Loaded Product Cost plus the applicable percentage noted in Sections 3.2(c)(i)(x) or 3.2(c)(i)(y). AMI will have a reasonable opportunity to investigate such claim and, at AMIs sole expense, to have audited Celeras books and records with respect to such claim by an independent auditor reasonably acceptable to Celera if AMI deems such an audit necessary (such audit right to be in addition to the right granted to AMI pursuant to Section 8.2). The auditor will report to AMI only the accuracy of the cost information supplied by Celera and will otherwise retain all information learned from such investigation in confidence. (iii) If the investigation described in Section 3.2(c)(ii) establishes that the average Actual Purchase Price for a Celera Product Group is less than Celeras Fully Loaded Product Cost plus the applicable percentage set forth in Section 3.2(c)(i), then the Estimated Purchase Price for such Specific Celera Product for future Calendar Quarters will be adjusted such that the Estimated Purchase Price and the Actual Purchase Price for such Celera Product Group will be at least equal to such Fully Loaded Product Cost plus the applicable percentage. In the event that AMI determines that its distribution of a Specific Celera Product to which Actual Purchase Price Protection applies is no longer commercially viable, the Parties will discuss whether to modify the terms of AMIs distribution of such Specific Celera Product. (d) In the event AMI wishes to distribute Celera Products in an emerging nation for philanthropic reasons, AMI will consult with Celera and Celera, in good faith, will consider possible sharing with AMI of the cost and benefit of such a program. (e) Within thirty (30) days of the Signature Date, AMI will disclose to Celera the Rebate Amount and associated specified volumes of Specific Celera Product(s) by customer number as of the Effective Date. If AMI subsequently enters into an additional Rebate Amount with a Third Party, within thirty (30) days thereafter AMI will disclose to Celera such Rebate Amount and associated specified volumes of Specific Celera Product(s) by customer number. (f) In the event of a prior period accounting adjustment due to rebates, AMI will provide Celera with documentation associated with such adjustment.

3.3 Forecast and Orders. (a) Within thirty (30) days after the Signature Date, AMI will furnish to Celera a twelve (12)-month forecast of the quantities of Specific Celera Products AMI intends to order during 2009. AMI agrees to purchase the quantities of Specific Celera Products estimated for the first three (3) months of such forecast and, subject to Section 3.3(d), AMI will submit purchase orders reflecting such quantities for such first three (3) months by the end of the first month of such three (3) month period. The balance of such 12-month forecast will represent reasonable estimates for planning purposes only and will not obligate AMI to purchase any such amounts.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) AMI will update such twelve (12)-month forecast quarterly, no later than the first week of each Calendar Quarter during the Distribution Term. AMI agrees to purchase the quantities of Specific Celera Products estimated for the first three (3) months of each such updated forecast and, subject to Section 3.3(d), AMI will submit purchase orders reflecting such quantities for such first three (3) months by the end of the first month of such three (3) month period at the latest. The balance of each such 12-month forecast will represent reasonable estimates for planning purposes only and will not obligate AMI to purchase any such amounts. (c) In the event AMI fails to deliver a twelve (12)-month forecast as required by Section 3.3(b), Celera will give written notice to AMI. If AMI has not delivered the missing twelve (12)-month forecast within five (5) business days after such notice, AMI agrees that the next three (3) months of the last delivered twelve (12)-month forecast will be binding on AMI. (d) Except for the initial order placed by AMI pursuant to Section 3.3(a) (which delivery dates will be agreed upon by the Parties), AMI will place each purchase order with Celera so that Celera receives the purchase order for Specific Celera Products to be delivered thereunder at least sixty (60) days (or longer if so provided in Appendix 3.3(d)) prior to the delivery date specified in such purchase order. If Celera reasonably believes it requires more than sixty (60) days to deliver the Specific Celera Products pursuant to such purchase order, Celera will request AMIs prior written approval for a reasonable extension of the delivery date, which will not be unreasonably withheld. If the delivery date is acceptable or the requested extension is granted, Celera will accept each purchase order to the extent that the quantity of Specific Celera Products set forth in such purchase order is less than or equal to [*] percent ([*]%) of the then-current estimate for the applicable forecast period. For that portion of a Specific Celera Product order that exceeds [*] percent ([*]%) of the then- current estimate for the applicable period (Additional Units), Celera will use its commercially reasonable efforts to meet the specified delivery date in the purchase order for the Additional Units. If Celera is unable to deliver the Additional Units on the date specified by AMI in the purchase order, Celera will notify AMI in writing as soon as possible, but in any event within thirty (30) days after its receipt of the purchase order.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) For that portion of a Specific Celera Product order that is less than AMIs then-current non-binding forecast under Section 3.3(b) by the following percentages, and for which materials used in the manufacture of such Specific Celera Product(s) have been reasonably purchased in advance by Celera to meet AMIs forecast (i.e. Celera may not anticipate demand beyond the forecast provided by AMI) and cannot be used to fulfill future orders by AMI hereunder or cannot otherwise be used by Celera, AMI will reimburse Celera the documented cost of such materials: (i) For the fourth through sixth months of the then-current twelve (12)-month forecast, [*] percent ([*]%) per month less than the forecasted amount; and (ii) For the seventh through twelfth months of the then-current twelve (12)-month forecast, [*] percent ([*]%) per month less than the forecasted amount. (f) Orders will be placed upon AMIs purchase order form specifying quantities ordered, delivery dates, and delivery and shipping instructions. Celera will confirm shipping dates to AMI within fourteen (14) days of receipt of the purchase order. The obligations and rights of the Parties will be governed by the terms and conditions of this Agreement. In the event there is any conflict between the provisions of this Agreement and the purchase order or any acknowledgment or acceptance document of Celera as to the obligations of the Parties regarding any Specific Celera Product order, the Parties agree that the resolution of such issue will be controlled first by the terms of this Agreement, then the terms of the subject purchase order, and finally the terms of any acknowledgement or acceptance document. If, after the Effective Date, any changes are made to any of the terms or conditions contained on AMIs form of purchase order that are adverse to Celera, the Parties agree that such new or different terms will not be binding upon Celera unless Celera expressly agrees to such terms. (g) With respect to any New Celera Products that become subject to this Agreement, AMI will submit its first monthly purchase order for such product at least ninety (90) days in advance of the desired delivery date and will submit, along with such purchase order, a non-binding estimate of its future requirements for such New Celera Product for the next twelve (12) months. Thereafter, the forecasting, and beginning after the first month of delivery of such New Celera Product, the ordering, for such New Celera Product will be governed by Article 3 of this Agreement.

3.4 Delivery and Invoicing. (a) Celera will ship Specific Celera Products which are ordered by AMI, FCA (Incoterms 2000) Celeras facility in Alameda, California or another facility

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document designated by Celera (freight pre-paid and added to invoice), in accordance with the quantities, delivery dates, and delivery and shipping instructions specified in AMIs purchase orders. In the event that AMI designates no carrier or if the designated carrier is not available or not feasible, then Celera will select a reasonable alternative mode of shipment with prior approval of AMI. Celeras responsibility will be to deposit the ordered Specific Celera Product with the carrier in accordance with the purchase order, and Celera will not be liable for late delivery to AMI if so accomplished. Title and risk of loss with regard to a Specific Celera Product will pass to AMI upon delivery of such Specific Celera Product to the AMI-designated or AMI-approved carrier for shipment to the recipient as specified in the applicable purchase order from AMI to Celera. Notwithstanding the above, as directed by AMI or its Affiliates during the Distribution Term or as otherwise agreed by the Parties, Celera or its Affiliates will continue to be drop ship any Specific Celera Product that had been drop shipped by Celera or its Affiliates prior to the Signature Date. (b) Upon delivery of Specific Celera Product to the AMI-designated or AMI-approved carrier as set forth in Section 3.4(a), Celera will invoice AMI for the Specific Celera Products supplied at the then-current Estimated Purchase Price for such Specific Celera Products plus any pre-paid freight charges, except for Products for Internal Use which will be invoiced at the cost set forth in Section 3.7, AMI will pay such invoices within thirty (30) days of receipt by AMI. All payments will be made via check or wire transfer. Wire transfer payments will be made pursuant to the following information: Beneficiary Bank ABA # [*] Swift # [*] Name: JP Morgan Chase Bank Address: 1 Chase Manhattan Plaza, New York, NY 10005 Ultimate Beneficiary: Bank Acct. # [*] Name: [*] Reference field: Invoice No. ] (c) Unless the Parties expressly agree in writing to use a different currency, all invoices under this Agreement will be paid in U.S. Dollars.

3.5 Safety Stock. Celera will maintain a safety stock of the following Specific Celera Product components: rare reagents, such as nucleic acid primers and probes (collectively, the Components) in a quantity equivalent to AMIs forecasted purchases for Specific Celera Products for the immediately succeeding [*] ([*]) month forecast period. Celera will use the safety stock to manufacture Specific

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Celera Products, and will maintain the appropriate level of safety stock by promptly replenishing that quantity of Components used in such manufacture. AMI will have no obligation to purchase the safety stock in the event of an AMI adjustment to the forecast in accordance with Section 3.3. Notwithstanding the foregoing, if AMI has failed, for a period of [*] consecutive calendar months to purchase a quantity of Specific Celera Products equal to or greater than the quantity forecast at the commencement of the Calendar Year for such months, then Celera may adjust the safety stock to reflect a reduced forecast based upon the difference between the forecast and actual for the preceding [*] consecutive months. Upon early termination of this Agreement by AMI, AMI will purchase the Components in such quantities that would have been utilized in the manufacture of the quantity of Specific Celera Products specified in AMIs firm purchase orders accepted by Celera as of the date of termination and at Celeras actual direct cost for such Components; provided, that (a) the Components meet the Specifications, (b) Celera determines in good faith that it cannot use the Components in other manufacturing operations, and (c) AMIs termination of the Agreement is not due to a breach of this Agreement or failure to supply by Celera or a Force Majeure Event affecting Celera. In the event AMI fails to provide forecasts as required in Section 3.3, Celera will have no obligation under this Section 3.5.

3.6 Interruption of Supply. (a) In the event that Celera is unable or otherwise fails or the Parties determine after reasonable consultation that Celera will fail, for any reason (including a Force Majeure Event) to supply or deliver any Specific Celera Product in accordance with the quantities and/or delivery dates specified by AMI in an accepted purchase order or agreed-upon delivery date within the forecasted amounts, Celera will promptly notify AMI and will have a period of [*] days to cure such failure to supply. During such [*] day period of failure to supply by Celera: (i) AMI will be free to purchase a replacement product from any vendor in order to provide its customers a continuous supply of relevant product (such product will not be considered Competing Product and no royalties or other payments will be due Celera for AMIs sale of such replacement product); and (ii) Celera will use commercially reasonable efforts to find an equivalent product, reasonably agreeable to AMI, as a replacement to supply AMI under this Agreement. If the Parties believe the interruption of supply will continue for more than [*] days after such notice and equivalent products are unavailable, the Parties will negotiate in good faith appropriate modifications to this Agreement with respect to the Specific Celera Product(s) affected. If as a result of the negotiation described in the prior sentence, Celera cannot supply the Specific Celera Product(s), any replacement product obtained after such [*]-day period will not be considered a Competing Product and no royalties or other payment will be due Celera for AMIs sale thereof.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) If Celera has the ability and capacity to supply Specific Celera Product(s) in accordance with AMI purchase orders delivered to and accepted by Celera pursuant to Section 3.3(d), but Celera voluntarily chooses not to supply such Specific Celera Product, such failure to supply will be a breach under this Agreement and AMI may terminate its distribution under this Agreement for such Specific Celera Product. AMI will be entitled to all remedies at law or equity resulting from such breach. In the event Celera chooses not to supply all Specific Celera Products to AMI, in addition to AMIs legal remedies, Celera will pay AMI royalties pursuant to the Royalty Agreement on any such Specific Celera Products sold by or for Celera. (c) If Celera is unable to supply a Celera Product due to a change of the regulatory requirements, Celeras good faith inability to comply with applicable regulatory requirements despite Celeras best efforts to do so and taking into consideration AMIs recommendations, or due to Celeras good faith belief that supplying such Celera Products would infringe a Third Partys rights as provided in Section 9.4(b), it will not be a failure to supply. AMI may purchase replacement product and the Sales Minimums will be reduced proportionately. Any such replacement product purchased by AMI pursuant to this Subsection 3.6(c) will not be considered a Competing Product and no royalties or other payment will be due Celera for AMIs sale thereof.

3.7 Internal Use. Upon a representation by AMI of intended use, Celera will sell Celera Products to AMI for Internal Use only at Celeras Fully Loaded Product Cost plus [*] percent ([*]%).

3.8 Third Party Royalties. During the Distribution Term and to the extent allowed by the terms of the applicable Third Party agreement: (a) AMI will identify to Celera all patent license agreements between Abbott or AMI and a Third Party that are in effect as of the Effective Date and that may apply to use or sale of any Celera Product. Such identification will include the applicable royalty terms and the countries and numbers of the patents licensed so that Celera may determine, in its reasonable opinion, whether it prefers or needs such a license for any of the manufacture, use, sale, offer for sale, import and distribution of Celera Products. All such information shared pursuant to this Section 3.8(a) will be considered Confidential Information. Celera will promptly notify AMI of any such license agreement that AMI should apply to Celera Products (Adopted AMI License). In the event AMI is required to pay and pays royalties to a Third Party under an Adopted AMI License for the use, sale or importation of a Celera Product, Celera will reimburse AMI for such royalties AMI has paid pursuant to the procedures set forth in Sections 3.8(b) or 3.8(c); provided, however, that the royalties paid were due and payable under the Adopted AMI License because AMI reasonably believes the use or sale of the Celera Product is covered by a valid and

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document unexpired claim of a patent subject to such Adopted AMI License, as determined by AMI. AMI will notify Celera when an Adopted AMI License expires or is otherwise terminated and when a Celera Product is no longer subject to an Adopted AMI License. If Celera obtains a license directly from such Third Party or discontinues manufacture or sale of the relevant Product, Celera may notify AMI that Celera no longer needs the benefit of the Adopted AMI License, after which notification Celera will no longer be liable to AMI under this Section 3.8 with respect to such Adopted AMI License. Any inadvertent payments made by Celera under an Adopted AMI License which had expired or been terminated or was not longer applicable will promptly be refunded by AMI. (b) In conjunction with each Quarterly Report, AMI will provide Celera with a written statement of all such royalties paid by AMI to Third Parties under an Adopted AMI License in the preceding Calendar Quarter (Third Party Royalties). Each such statement will identify for each royalty paid the Adopted AMI License, the Specific Celera Product on which the royalty was paid, and the country of sale. Celera will reimburse AMI for all such paid royalties under an Adopted AMI License within thirty (30) days after receipt of the statement. Such reimbursement will be refunded by AMI to Celera if Celera questions the royalty obligation and it is agreed per Section 3.8(c) that no such royalty was due. (c) By written notice to AMI within thirty (30) days after receipt of any statement received under Section 3.8(b), Celera may question AMIs obligation to pay any royalty on a Celera Product; provided, that Celera has a reasonable basis on which to do so. Celera will provide AMI the basis for Celeras belief that the royalty payment was not required, which basis may include non-infringement or invalidity of the licensed patent. Within sixty (60) days after any such notice, AMI and Celera will discuss in good faith Celeras position. If the Parties cannot resolve the dispute, the Parties will refer the matter for final resolution to an intellectual property expert selected by mutual agreement. If such dispute is resolved against AMI and as a result a patent infringement lawsuit is brought against AMI, Celera will defend, indemnify and hold AMI and those set forth in Section 9.4(a) harmless pursuant to Section 9.4(a). (d) In the event AMI reasonably believes that a new license from a Third Party is required after the Effective Date in order to use or sell any Celera Product, AMI will consult with Celera. If Celera agrees that such license agreement is necessary, then Section 9.4(c) will apply. (e) Except as provided in this Section 3.8, Celera will be responsible for any royalties payable under any agreement between Celera and a Third Party with respect to any Celera Product distributed by AMI, its Affiliates or Distributors pursuant to this Agreement.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.9 Quarterly Report. Within eight (8) business days after the end of each Calendar Quarter during the Distribution Term, AMI will deliver to Celera a written report that provides for each Specific Celera Product sold or otherwise distributed in the Calendar Quarter, the quantities and Net Sales in U.S. dollars and location (U.S. or OUS) of such sales or distributions, and within forty- five (45) days after the end of each Calendar Quarter during the Distribution Term, AMI will deliver to Celera a written report (Quarterly Report), in a format to which the Parties will agree to within sixty (60) days after the Signature Date, containing as a minimum data of the type currently provided under the Atria Distribution Agreement, as applicable, including the following: (a) For each Specific Celera Product sold or otherwise distributed in the Calendar Quarter, the quantity and location (U.S. or OUS) of such sales or distributions; (b) The Specific Celera Product and the number of Free Products distributed in the Calendar Quarter; provided, if the value of the Free Products distributed in the Calendar Quarter exceeds [*] percent ([*]%) of Net Sales for such Celera Product Group in such Calendar Quarter, AMI will provide to Celera a list of new customers that received Free Products or customers that received Free Products as an introduction to a New Celera Product during such Calendar Quarter, all of such customers to be identified only by AMI customer number; (c) The Net Sales calculations for each Specific Celera Product sold or otherwise distributed in the Calendar Quarter; (d) The calculation of the Actual Purchase Price and any adjustments necessary per Section 3.2(a) and (b); (e) A reconciliation of the payments made to Celera based upon the Estimated Purchase Price for the Calendar Quarter against the Actual Purchase Price calculated in Section 3.9(d); and (f) A statement in accordance with Section 3.8(b) of Third Party Royalties paid in the Calendar Quarter. AMI will deliver to Celera a final Quarterly Report within forty-five (45) days after termination or expiration of this Agreement. The Parties will comply with Sections 3.10 and 3.11 with respect to sales reported in the final Quarterly Report.

3.10 AMI Reimbursement. Celera will offset any reimbursement payments hereunder against any payments due from AMI above, per the quarterly reconciliation in Section 3.11. Celera will reimburse AMI as follows: (a) Provided distribution of Free Products in the Calendar Quarter did not exceed the limitation in Section 2.5, for each Free Product distributed by AMI in the Calendar Quarter, Celera will pay to AMI the Estimated Purchase Price paid by AMI for such Free Product less [*] percent ([*]%) of Celeras Fully Loaded Product Cost for each such Free Product.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Celera will pay to AMI all Third Party Royalties paid by AMI during the Calendar Quarter for an Adopted AMI License.

3.11 Quarterly Reconciliation Payment. AMI will aggregate the over and under payments and any reimbursement payments set forth on the Quarterly Report and will provide to Celera a quarterly reconciliation as part of such Quarterly Report. To the extent that AMI owes Celera a net amount per the quarterly reconciliation, AMI will pay Celera such amount for such Calendar Quarter, within thirty (30) days of its delivery of the Quarterly Report. To the extent that Celera owes AMI a net amount per the quarterly reconciliation, Celera will pay AMI such amount for such Calendar Quarter within thirty (30) days of its receipt of the Quarterly Report.

3.12 Transition Period. (a) Within fifteen (15) days of the Signature Date, AMI will pay to Celera a Transition Period equalization payment of [*] U.S. Dollars (US$[*]) in recognition of the difference between the Alliance Agreement and this Agreement. (b) AMI will deliver to Celera a written report that provides for each Specific Celera Product sold or otherwise distributed during the Transition Period, the quantities and Net Sales in U.S. dollars and location (U.S. or OUS) of such sales or distributions for the Transition Period, not later than January 15, 2009. (c) AMI will pay to Celera the quarterly reconciliation payment pursuant to Section 3.11 for the Transition Period not later than January 31, 2009.

Article 4. Manufacture and Quality Assurance

4.1 Manufacture. Celera will manufacture Celera Products in accordance with: (a) the applicable Quality Systems and GMP Requirements; (b) all pertinent rules and regulations of the FDA, as the same may be amended from time to time (but only to the extent that the Celera Products are subject to FDA regulations); and (c) any equivalent foreign requirements and regulations, as applicable. Celera will be responsible for all costs associated with Celera Product development, manufacturing, and quality control. For the avoidance of doubt, any such costs incurred prior to the Effective Date will be subject to the terms of the Alliance Agreement. Celera agrees to comply with all of the requirements of the IVD Directive and undertakes to ensure that the manufacture of the Celera Products is performed strictly in conformity with the requirements of the IVD Directive.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.2 IVD Directive. The Parties will have the following responsibilities with respect to the IVD Directive: (a) Celera will be the legal manufacturer, as defined in the IVD Directive, for Celera Products; (b) At AMIs request, Celera will provide AMI with a copy of (i) appropriate sections of its Product Technical Files necessary to support product registrations and any such sections will be deemed Confidential Information, (ii) the Certificate of Analysis (CoA) for each Celera Product delivered, and (iii) the Declaration of Conformity for each Celera Product delivered; (c) Celera will be responsible for ensuring that the Celera Products meet the essential requirements of the IVD Directive and to compile Declarations of Conformity; (d) Celera will be responsible for the design and content of the labeling, including the CE Mark, and for the conformity of the packaging of the Celera Products with the IVD Directive; (e) Celera will be responsible for all costs associated with translating all required materials into English, French, German, Italian, Portuguese, Spanish, Danish, Swedish and Greek. AMI may assist Celera in the translation of all required materials into the foregoing languages and will provide these services to Celera at their fully-burdened cost plus [*] percent ([*]%). If AMI believes that such materials must be translated into additional language(s), the Parties promptly will discuss whether Celera will bear the cost of such translation(s). If Celera does not agree to bear such cost, AMI may pay for such translation(s), including the cost of Celeras required review and approval; provided, if Celera desires to use any such translation after expiration or termination of this Agreement, Celera promptly will reimburse AMI for AMIs amortized cost of each such translation, which amortized cost will be calculated from the first Commercialization date of the Specific Celera Product in such language through the date that is seven (7) calendar years thereafter; (f) Celera will allow AMI to audit the documentation supporting the Technical File pertaining to any Celera Product during normal business hours with reasonable advance notice and will provide access to relevant portions of the Technical File documentation to a Competent Authority or other regulatory body as may be required to be in compliance with all appropriate regulations and laws. Such documentation will be considered Confidential Information;

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (g) Celera will be responsible for maintaining the Device Master Record and the Device History Record for each Celera Product; and (h) If either Party receives a complaint from any Competent Authority, the relevant Party will immediately inform the other Party and Celera will have the responsibility of corresponding with the Competent Authority. Celera will also report all Serious Incidents relating to the Celera Products to the relevant Competent Authority.

4.3 Testing. (a) Celera will test or cause to be tested each lot of Celera Product in accordance with its standard operating procedures (Release Testing). (b) Each lot of Celera Products for ex-US distribution delivered to AMI will be accompanied by a CoA. Each lot of Celera Products for U.S. distribution delivered to AMI will be accompanied by a Certificate of Conformance (CoC). The CoA or CoC, as the case may be, will be lot specific, reflect the lot number for the Celera Product, and conform to the requirements in the Specifications. The CoA or CoC, as the case may be, must show a summary of the physical inspection, Release Testing and performance testing results (if different from Release Testing), and include the signature of Celeras quality representative and date of approval. Celera will send such Certificates to AMI along with delivery of the Celera Products. AMI is entitled to rely on such Certificates for all purposes of this Agreement. Nothing in this Agreement requires AMI to perform any incoming testing, analytical or otherwise, on any Celera Products received from Celera.

4.4 Shelf Life. Each Specific Celera Product ordered by AMI pursuant to Section 3.3(d) will be delivered by Celera with at least six (6) months of remaining shelf life on the date of delivery to AMIs designated carrier, and in no event, with less than three (3) months from the dating indicated by real time stability testing (or other means) of such Celera Product.

4.5 Labeling. The Specific Celera Products will be labeled with the applicable Celera Trademark and, if required by regulatory authorities or licensors, will include the phrase Manufactured for Abbott Molecular Inc. by Celera Corporation and/or Distributed by Abbott Molecular Inc., and any other language as required by specific licensors. Celera will package, label and assemble Specific Celera Products into Kits or ASRs in final form for use by the end user and in accordance with the Specifications. Upon mutual agreement of the Parties, Specific Celera Products may be labeled with the AMI trademark and, at AMIs discretion, may include the phrase Manufactured by Celera Corporation and/or Distributed by Abbott Molecular Inc. In such instance, AMI will, at its expense, provide to Celera all packaging and labeling artwork in camera ready format for the Specific Celera Products, and a grant for the limited use of any necessary

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document AMI trademarks. A one-time set-up cost for printing plates will be paid by AMI. Such cost will be agreed upon in advance and in writing by AMI and Celera. Celera will, at its expense, procure the required labeling, including the package inserts. If AMI believes that required materials in countries not regulated by the IVD Directive must be translated into local language(s), the Parties promptly will discuss whether Celera will bear the cost of such translation(s). If Celera does not agree to bear such cost, AMI may pay for such translation(s), including the cost of Celeras required review and approval; provided, if Celera desires to use any such translation after expiration or termination of this Agreement, Celera will reimburse AMI for AMIs amortized cost of each such translation, which amortized cost will be calculated from the first Commercialization date of the Specific Celera Product in such language through the date that is seven (7) calendar years thereafter.

4.6 Changes to Products. (a) Celera will notify AMI in writing at least ninety (90) days prior to any proposed changes in its manufacturing process with regard to Specific Celera Products or any Components of Specific Celera Products and other raw materials, including, but not limited to, (i) any changes that affect written quality plans for production or written quality procedures respecting same, as well as any changes outside the validated level or procedure; (ii) any changes in Celeras manufacturing procedures; or (iii) any changes in raw materials or other parts vendors. Upon AMIs receipt of such notice, the Parties will confer and agree upon a reasonable time frame within which AMI may evaluate and communicate to Celera its comments on such change. Celera will use commercially reasonable efforts to incorporate AMIs comments into any such change of the design or the manufacturing process for Specific Celera Products. Celera will not make any changes in its manufacturing process if AMI has raised an objection to such proposed change within the ninety (90) day period. Notwithstanding the foregoing, Celera may, without notifying AMI, change the design or alter the manufacturing processes of the Specific Celera Products provided that (x) the Specific Celera Products continue to conform to the Specifications, and (y) a change or alteration that impacts the Specific Celera Products is made to all Celera Products cleared under the equivalent 510(k) notification. (b) Notwithstanding the foregoing, Celera will not make any changes to the fit, form or function of the Specific Celera Products or the manufacturing site without first obtaining the approval of such change from AMI, which approval will not be unreasonably withheld or delayed. AMI will, within thirty (30) days after receipt of the Celera notice or within a timeframe agreed upon by the Parties, inform Celera whether AMI accepts such change, or if it objects to such change the reasons for such objection. If AMI accepts the proposed change (i) Celera may supply to AMI the changed Celera Products commencing ninety (90) days after Celeras first

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document notice to AMI, and (ii) the changed Celera Products, as proposed by Celera in the notice of proposed change, will thereupon become the Celera Products under this Agreement. If AMI objects to the changes proposed by Celera, Celera may, at its option, either make any changes, corrections or modifications suggested by AMI or continue to supply the existing Specific Celera Products to AMI. If Celera agrees to make any changes, corrections or modifications suggested by AMI, then Celera may begin to supply the mutually agreed upon changed Celera Products at any time ninety (90) days after Celeras first notice to AMI. (c) AMI will not modify, alter or change any Celera Product without the written consent of Celera. In addition, AMI will not repackage any Specific Celera Product unless Celera has agreed to such repackaging in a writing signed by Celera.

4.7 Discontinued Celera Product. In the event Net Sales of a Specific Celera Product is less than [*] U.S. Dollars (US$[*]) per Calendar Year for two consecutive Calendar Years, or the average Actual Purchase Price for a Celera Product Group is less than Celeras Fully Loaded Product Cost plus the applicable percentage set forth in Section 3.2(c)(i), then Celera may elect to discontinue manufacture and supply of such Specific Celera Product. Celera will provide AMI with written notice of such election and if AMI does not object within thirty (30) days thereafter, Celera may discontinue the Specific Celera Product. If AMI objects, the Parties will discuss AMIs plans for increasing sales of the Specific Celera Product or the market need for the Specific Celera Product. If, after such discussion, AMI continues to object to discontinuance of the Specific Celera Product, Celera will continue to supply AMI with such Specific Celera Product provided AMI continues to sell such Product and to pay Celera for such Specific Celera Products in accordance with this Agreement. If AMI does not object to discontinuance of such Specific Celera Product, Celera will provide AMI with one hundred eighty (180) days advance written notice, and Celera will continue to manufacture and supply to AMI such Specific Celera Product until expiration of the 180-day period. If Celera elects to discontinue a Specific Celera Product pursuant to this Section 4.7, AMI may return to Celera all unsold inventory of such Specific Celera Product for reimbursement of the Estimated Purchase Price of such inventory. Discontinuation of a Specific Celera Product under this Section 4.7 will not be considered an interruption of supply under Section 3.6, and the Parties will reduce Sales Minimums accordingly. Upon such discontinuance, Celera may sell the Specific Celera Product and Celera will pay AMI a royalty for such sales by Celera and its Affiliates in accordance with Section 4.1(k) of the Royalty Agreement. Any replacement product developed or acquired by AMI as a result of discontinuance under this Section 4.7 will not be considered a Competing Product and no royalties or other payment will be due to Celera for AMIs sale thereof.

4.8 Rejected Goods/Shortages. AMI will notify Celera of any claim relating to any Specific Celera Product that does not conform to the Specifications or any

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document shortage in quantity of any shipment of Specific Celera Products within thirty (30) days after receipt of such shipment. In the event of such claim or shortage that is verified by Celera, AMIs sole and exclusive remedy will be replacement of the Specific Celera Product or make up of the shortage within sixty (60) days after receiving such notice, at no additional cost to AMI. If Celera reasonably believes it requires more than sixty (60) days to deliver such replacement Specific Celera Product, Celera will request AMIs prior written approval for a reasonable extension of the replacement date, which will not be unreasonably withheld. Celera will make arrangements with AMI for the return or destruction of any Specific Celera Product that does not conform to the applicable Specifications, such return shipping charges or costs of destruction to be paid by Celera.

4.9 Product Issues. Celera will immediately notify AMI and follow-up with a written notification of any lot failure, manufacturing problems or similar issues of which Celera is actually aware, that may impact AMIs ability to distribute Celera Product to its customers.

4.10 Product Safety. Celera, at its expense at AMIs direction and to AMIs satisfaction, will prepare Material Safety Data Sheets (MSDSs) and generate any other information and documentation related to Celera Product safety, including but not limited to physical, chemical, and biological characteristics of each of the Celera Products that AMI reasonably requests as needed for addressing safety issues related to each Celera Product. Celera will provide MSDSs and other information described above in English, and AMI will have the responsibility for translation of such information into other languages.

4.11 Human Material. If human-sourced material is used to produce any Celera Product, the CoA accompanying each shipment of such Celera Product must indicate that the following analytes have been tested for and are not detected in the Celera Products: anti-HCV, anti-HIV-1/HIV-2, HIV antigen and HBsAg. For the purposes of this Agreement, genomic DNA secured from tissue culture cell lines will not be deemed human-sourced material.

4.12 Animal Material. Celera will provide AMI with information on any animal-sourced material that is included in the Celera Products in order for AMI to meet any regulatory requirements.

4.13 On-Going Stability Testing. Celera will perform stability testing for Celera Products using its approved procedures to ensure that the Celera Products conform to the Specifications. Testing will be performed at the frequency that is required by Celeras quality standards. If any Celera Product fails to meet the stability acceptance criteria at any given test point, Celera will follow its investigation procedures for no-test, invalids or failures. If the stability failure is confirmed prior to the expiration date of any Celera Product, Celera will promptly inform AMI of such non-conformance and both Parties will agree on the course of action to follow.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.14 Vendor Qualification. During the Distribution Term, Celera will use its commercially reasonable efforts to maintain its classification as an AMI qualified vendor.

4.15 Quality Assurance. Not later than January 30, 2009, representatives of AMIs and Celeras quality organizations will finalize and approve a quality assurance agreement regarding the activities under this Agreement.

Article 5. Customer Support, Complaints and Returns

5.1 Customer Support and Complaints. (a) AMI will be responsible for all primary level customer support for Specific Celera Products sold or otherwise distributed by or for AMI, its Affiliates or Distributors, including responding to technical questions concerning the use, function and performance of the Specific Celera Products from AMIs Distributors and customers through AMIs toll free number. AMI will refer any technical questions it is unable to answer to Celera for assistance and secondary level support. (b) AMI technical/customer support will be available Monday through Friday during normal business hours in the Territory. (c) All customer complaints will be handled in accordance with the procedure specified in the quality assurance agreement created pursuant to Section 4.15, provided, however, that the Parties will use the procedure currently in use for Abbotts distribution of Celera products under the Alliance Agreement until a new procedure is adopted pursuant to Section 4.15.

5.2 Returned Product. In the event any customer of AMI rejects or returns a Specific Celera Product to AMI as a result of performance problems or other deficiencies that are the result of noncompliance of any Celera Product with the Specifications or the failure by Celera to satisfy any of its responsibilities under this Agreement, the Parties will handle the matter in accordance with Section 4.8.

Article 6. Regulatory Matters

6.1 Assistance. (a) Celera will be responsible for, bear the cost of, and obtain any necessary Regulatory Approval of Celera Products in the United States. Celera will cooperate with AMI in obtaining Regulatory Approval of Celera Products in countries or areas in the Territory other than the United States that is necessary for Commercialization of such Celera Products. Effective as of the Signature Date, Celera provides AMI with a limited power of attorney, and AMI will, on behalf of Celera, be responsible at Celeras cost for obtaining any necessary Regulatory Approval for Celera Products in countries other than the United States in the Territory that are approved by Celera. Celera will not unreasonably withhold such approval.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) If Celera in good faith declines to approve seeking Regulatory Approval in a country or area requested by AMI, Celera will provide AMI and its Affiliate with a limited power of attorney for Regulatory Approval in such country or area only upon written agreement by AMI or its Affiliate to bear the costs incurred in obtaining such Regulatory Approval, the amortized cost of which Celera promptly will reimburse to AMI or its Affiliate if Celera desires to use any such Regulatory Approval after expiration or termination of this Agreement. Such amortized cost of a Regulatory Approval will be calculated from the first Commercialization date of the Specific Celera Product in a country or area pursuant to such Regulatory Approval through the date that is seven (7) calendar years thereafter. (c) Celera will own all Regulatory Approvals for Celera Products obtained pursuant to Section 6.1(a), and Celera will own all Regulatory Approvals for Celera Products obtained pursuant to Section 6.1(b) but Celera may not use such Regulatory Approvals until after (i) expiration of the Distribution Term and (ii) Celera reimburses the amortized costs incurred by AMI and its Affiliates in obtaining such Regulatory Approvals. Celera will provide to AMI all documentation reasonably required for Celera Product Regulatory Approval outside the United States and for AMIs international Celera Product master file data generation and submission. Upon AMIs reasonable request, Celera representatives will meet with AMI representatives at mutually agreed times and places regarding the completion of the international Celera Product master file data generation and submission. Such meetings will include, but not be limited to, the preparation of filings and assignment of responsibilities. Celera will also be responsible for supplying reagents that are required for country validation activities in support of a submission outside the United States. AMI will deliver to Celera the original of all documents evidencing grant of any Regulatory Approval for a Celera Product.

6.2 Regulatory Communications. To the extent practical in view of deadlines, the Party responsible for a Regulatory Approval pursuant to Section 6.1 will provide the other Party (if requested in writing by the other Party) with an opportunity, in advance of submission to a Regulatory Authority, to review and comment on all filings or communications (including written responses to any Regulatory Authority questions) regarding each Celera Product. The responsible Party will provide to the other Party copies of all material written communications with applicable Regulatory Authorities (in advance of filing if possible), copies of all material written communications received from such Regulatory Authorities promptly after receipt, and any adverse finding or communication, oral or written, by such Regulatory Authority regarding each Celera Product.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6.3 Regulatory Inquiry. Each Party promptly and, in any event, within fifteen (15) days of receipt of notice of inquiry, will inform the other in writing of any formal or informal inquiry relating to any Celera Product by any regulatory agency of any state or national government or supranational authority.

6.4 Inspection and Audit of Celera. Celera will allow representatives of AMI to: (a) inspect and audit each facility at which Celera manufactures, finishes, tests, packages, stores and ships a Celera Product, and (b) provide access to its manufacturing quality control documentation; but only to the extent related to Celera Products, upon reasonable notice during normal business hours, not more than once in any twelve (12) month period. In addition, Celera will grant AMI access to its regulatory files and will supply such other technical or regulatory assistance, as may be reasonably requested by AMI. Such documentation and all information obtained by AMI as a result of such access will be Celera Confidential Information.

6.5 Inspection and Audit of AMI. AMI will allow, and will cause its Affiliates to allow, representatives of Celera to inspect and audit each facility at which AMI or its Affiliates stores, ships or otherwise handles Celera Product, but only to the extent related to storage, shipment or other handling of Celera Products, upon reasonable notice during normal business hours, not more than once in any twelve (12) month period. AMI will use its commercially reasonable efforts to notify Celera within three (3) business days after any Regulatory Authority notifies it of any impending inspection or audit of any such facility. In the event a Regulatory Authority notifies AMI of an impending audit and such audit involves any Celera Product being distributed by AMI, AMI will notify Celera promptly after receipt of such notice. AMI will notify Celera in writing of the results of an inspection or audit to the extent involving any Celera Product promptly after such inspection or audit has occurred. AMI will provide Celera with copies of any documentation of action resulting therefrom, and all correspondence relating thereto. Such documentation and correspondence will be AMI Confidential Information.

6.6 Government Inspection. Celera will use its commercially reasonable efforts to notify AMI within three (3) business days after any Regulatory Authority notifies it of any impending inspection or audit of any facility at which Celera manufactures, finishes, tests, packages, stores and ships a Celera Product. Celera will notify AMI in writing of the results of such inspection or audit promptly after such inspection or audit has occurred. Celera will provide AMI with copies of any documentation of action resulting therefrom, and all correspondence relating thereto. Such documentation and correspondence will be Celera Confidential Information.

6.7 Field Actions. (a) If any Celera Product defect or any final, non-appealable governmental or court action or any voluntary action by Celera results in (i) the recall,

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document destruction or withholding from the market of any Celera Product sold under this Agreement (a Recall); or (ii) institution of a field correction of any Celera Product sold under this Agreement (a Field Correction) (Recalls and Field Corrections will be collectively referred to herein as Product Actions), Celera will bear the Direct Costs (as hereinafter defined) of and will be responsible for all corrective actions associated with such Product Action to the extent such Product Action results from any cause or event arising from the responsibility of Celera under this Agreement or is otherwise attributable solely to Celera. AMI will bear the Direct Costs of and will be responsible for all corrective actions associated with such Product Action to the extent such Product Action results from any cause or event arising from the responsibility of AMI under this Agreement or is otherwise solely attributable to AMI. If the Parties are equally at fault for such Product Action, or should it prove impossible to assign fault to either Party, the Parties will share such costs and expenses equally. (b) Regardless of the cause of the Product Action, Celera will be responsible for communication to the applicable Regulatory Authority regarding such Product Action, and AMI will be responsible for communication to its customers regarding such Product Action. (c) Direct Costs means reasonable out-of-pocket costs and expenses reasonably and actually incurred by AMI or Celera, as the case may be, relating to such Product Action, including but not limited to, the expenses of customer notification and destruction or return of the Celera Products and the cost of replacement Celera Products.

6.8 Medical Device Reports. Each Party will immediately (within two (2) business days) notify the other Party in writing of any event or complaint that gives rise or could give rise to the need to file a Medical Device Report (an MDR) within the meaning of the Federal Food, Drug and Cosmetic Act, as amended (the Act), with respect to any Celera Product or the manufacture, distribution or use thereof in accordance with the MDR regulation, 21 C.F.R. Part 803. Each such written notice will be Confidential Information. Celera will be responsible for making the decision if an MDR or Medical Device Incident report is necessary. Celera will be responsible for filing the MDR reports within the United States. Celera will be responsible for any Medical Device Incident reports to be filed for the European Union or any other regulating country that requires such medical incidence reports. If, as a result of any corrective action or any final, non-appealable or non-appealed governmental or court action, an MDR is required to be issued for any Celera Product sold hereunder, Celera will bear the costs and expenses of and will be responsible for all corrective actions associated with such MDR if such MDR is not the direct result of: (a) any breach by AMI of its duties under this Agreement; or (b) AMIs negligence or willful misconduct. If such MDR is the result of Subsection 6.8(a) or 6.8(b), AMI will bear the costs and expenses of such MDR. If the Parties are equally at fault for such MDR correction, or should

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document it prove impossible to assign fault to either Party, then the costs and expenses of and responsibility for all corrective actions associated with the MDR will be reasonably agreed upon and allocated between the Parties by mutual agreement of the Parties prior to implementation of said corrective actions. If the Parties cannot agree on the allocation of fault for an MDR within ten (10) days after jointly considering the matter and if time is of the essence, then either Party may take reasonable corrective action and will be entitled to receive one-half ( 1/2) of the costs it actually and reasonably incurs in connection with the corrective action from the other Party; and the other Party will reimburse the Party that takes corrective action within thirty (30) days after receipt of a written statement with respect to such corrective action and the costs thereof.

Article 7. Instruments

7.1 Promotion and Service of m2000 Instruments during the Distribution Term. AMI will promote, distribute, install, maintain and service, and will cause its Affiliates and Distributors to promote, distribute, install, maintain and service, m2000 Instruments worldwide during the Distribution Term, with maintenance and service to the extent such Instrument is owned by AMI or its Affiliates and placed with the customer under RAP or a customer has purchased a service contract with AMI, its Affiliates or Distributors. During the Distribution Term, AMI will also continue to maintain and service, and will cause its Affiliates and Distributors to continue to maintain and service, m2000 Instruments installed as of the Effective Date, to the extent such Instrument is owned by AMI or its Affiliates and placed with the customer under RAP or a customer has purchased a service contract with AMI, its Affiliates or Distributors.

7.2 Support of m2000 Instruments following the Distribution Term. After the Distribution Term, support of m2000 Instruments will be handled in accordance with the provisions of the Royalty Agreement.

7.3 m2000 Product Software Development. During the Distribution Term: (a) AMI will provide Celera with any modification, upgrade or update of the m2000 Software within sixty (60) days of its Commercialization for any m2000 Instrument. (b) AMI will use commercially reasonable efforts to develop m2000 Product Software for any New m2000 Product to be reimbursed by Celera as follows: (i) [*] and accepted by AMI pursuant to Section 2.14, (ii) [*] for New m2000 Products accepted by AMI for distribution pursuant to Section 2.13; or (iii) at a cost based on [*] for such Software development services, to be reimbursed by Celera pursuant to the terms set forth in the Royalty Agreement, for any New m2000 Product that AMI does not distribute.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) For each New m2000 Product that Celera intends to Commercialize on a m2000 Instrument, Celera will provide AMI with requirements for m2000 Product Software. Within [*] days thereafter, AMI will make a proposal to Celera, which proposal will include (i) a summary of expected Software modifications, (ii) the estimated cost to deliver validated Software including applicable items necessary for applicable approvals, (iii) a list of items Celera will be expected to supply, and (iv) a proposed delivery date and interim milestones. Within [*] days after Celeras receipt of such proposal, the Parties will meet to discuss the proposal, including the time and cost estimates, reasonable variances from such estimates and project management issues. Not later than [*] days after Celera receives such proposal, the Parties will either reach agreement on the proposed m2000 Software development or will not agree. If the Parties do not agree, they will refer the matter within [*] days to an independent expert selected by mutual agreement who specializes in Instrument Software development, for an assessment of the reasonableness of AMIs proposal. (d) If the Parties agree on development of m2000 Product Software for a New m2000 Product, AMI will develop the m2000 Product Software in accordance with such agreement and Celera will cooperate in such development. Absent separate agreement by the Parties, if costs or time exceed the agreed variance from the estimates: (i) due to a fault attributable to AMI, AMI will bear the excess costs and will credit against costs payable by Celera an amount proportional to the time delay; (ii) due to a fault attributable to Celera, Celera will bear the excess costs; or (iii) due to an unforeseen event and each Party has used its commercially reasonable efforts to effectuate such development according to their agreement, the Parties will share the excess costs equally. For the purpose of this Section 7.3(d), fault means any deviation from processes, deliverables or preconditions to be defined and agreed upon between the Parties for the development of m2000 Product Software for a New m2000 Product. (e) AMI will provide support for any m2000 Product Software developed by it pursuant to this Section 7.3, including assistance with any applicable required update to applicable filings for Regulatory Approvals, modification of the m2000 Product Software as necessary with respect to any Upgrade of the associated New m2000 Product, and providing bug fixes in accordance with AMIs regular practice.

7.4 New Seq Instruments. Celera may, but is not obligated to, obtain Regulatory Approval for the New Seq Instrument in the United States and in other countries. Upon request from AMI, Celera will sell New Seq Instruments to AMI and its Affiliates at Celeras actual cost plus [*] percent ([*]%) plus any shipping or

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document insurance costs incurred. AMI and its Affiliates may choose, in their sole discretion, to place New Seq Instruments with customers. The Parties will negotiate in good faith AMIs provision of service and support for such New Seq Instruments, or training of AMI personnel by Celera to provide same. AMI will include forecasts for purchases of the New Seq Instrument in its rolling forecasts pursuant to Section 3.3.

7.5 New Seq Product Software. Celera will provide AMI with any modification, upgrade or update of New Seq Product Software for any Celera Product that AMI distributes on a New Seq Instrument within sixty (60) days of its Commercialization for such New Seq Instrument. Celera will develop New Seq Product Software for each Celera Product that AMI distributes on a New Seq Instrument and will provide such New Seq Product Software with the Celera Product under this Agreement.

Article 8. Payments

8.1 Payments and Reports. All amounts payable to a Party under this Agreement will be paid in United States Dollars by check or wire transfer of immediately available funds, into an account designated in writing by the receiving Party, within thirty (30) days after the end of each Calendar Quarter, except as otherwise specifically provided herein.

8.2 Records; Audit. (a) Each Party will keep, and will use commercially reasonable efforts to cause its Affiliates and Distributors to keep, such records as necessary to determine, in a manner consistent with GAAP, the accuracy of calculations of all amounts due to the other Party under this Agreement. Such records will be retained for no less than three (3) years following the year in which a payment was made hereunder. Once per Calendar Year (except for 2008) and once within six (6) months after termination or expiration of this Agreement, the receiving Party may engage, at its own expense, an independent certified public accountant who is reasonably acceptable to the paying Party, to examine, in confidence, the records of the paying Party as may be necessary to determine, with respect to any Calendar Year (2009 will include the applicable portion of 2008) for which the paying Party is obligated to retain records in accordance with the previous sentence, the correctness of any payment required to be made under this Agreement. The report of such accountant will be limited to a certificate verifying the correctness or incorrectness of any payment made by the paying Party. All information contained in any such certificate will be Confidential Information of the paying Party. (b) If any audit performed under this Section 8.2 discloses an underpayment or an overpayment, any amount underpaid or overpaid, as the case may be, will be paid or refunded promptly to the appropriate Party, as

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document applicable, plus interest as provided in Section 8.5. If any underpayment is more than five percent (5%) from the amount of the original payment calculation, the paying Party will reimburse receiving Party for the reasonable cost of the performance of the audit.

8.3 Taxes. Each Payee (as defined below) will be responsible for any and all taxes levied on account of amounts it receives under this Agreement. Where any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties will use their best efforts to do all such acts and things and to sign all such documents as will enable them to legally reduce or eliminate such tax, including taking advantage of any applicable double taxation agreement or treaty. In the event such withholding or similar tax cannot be eliminated, the Payor will pay such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to Payee and secure and send to Payee the best available evidence of such payment as soon as practicable but not less than the time required by applicable law. In no event will any withheld tax lower the payment to Celera for any Celera Product to less than such Celeras Fully Loaded Product Cost plus [*] percent ([*]%). For purposes of this Section 8.3, Payee means the Party that receives a payment hereunder, and Payor means the Party that makes a payment hereunder.

8.4 Foreign Exchange. For the purpose of computing the Net Sales for sale or other distribution of Celera Products and, if applicable, Combination Products in a currency other than United States Dollars, such currency will be converted into United States Dollars in accordance with the procedures ordinarily used by a Party in converting foreign currency sales in its normal business operations, which procedures will be in accordance with GAAP.

8.5 Late Payments. Any amounts not paid by a paying Party when due under this Agreement will be subject to interest from and including the date payment is due through and including the date upon which the paying Party has made payment at a rate equal to the prime rate of interest quoted for the date payment is due in the Money Rates section of the on-line edition of the Wall Street Journal (at http://www.interactive.wsj.com) plus two percent (2%).

Article 9. Intellectual Property

9.1 Covenant Not to Sue. (a) Celera for itself covenants, and will cause its Affiliates to hereby covenant, not to sue or otherwise attempt to enforce against AMI, its Affiliates, Distributors or customers any Patent Rights or Technology owned or controlled by Celera to the extent based on the use, sale, offer for sale or import of any Celera Product sold by Celera to AMI under this Agreement. (b) AMI for itself covenants, and will cause its Affiliates to hereby covenant, not to sue or otherwise attempt to enforce against Celera or Celeras

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Affiliates, or against Celeras distributors or customers if any under the terms of this Agreement, any Patent Rights or Technology owned or controlled by Abbott or AMI or their Affiliates to the extent based on the manufacture for AMI or its Affiliates hereunder or use of Celera Products in accordance with this Agreement. (c) Each Party for itself covenants, and will cause its Affiliates to covenant, not to assert any copyright, registered or unregistered, solely owned by that Party against the other Party for infringement based on the use of any Software or computer-related medium product in the manufacture, use, sale, offer for sale or import of Celera Products in accordance with this Agreement.

9.2 Third Party Infringement. (a) Each Party will have the exclusive right, but not the obligation, at its sole expense, to enforce any of its Patent Rights against Third Parties. (b) In the event a Third Party sells a Competing Product or a Cannibalizing Product and causes material competitive harm to AMIs sales of Celera Products, upon request by AMI, Celera will investigate possible infringement by such Competing Product or Cannibalizing Product of a Patent Right owned by Celera or its Affiliates, and, if Celera reasonably concludes there is infringement, Celera will exercise commercially reasonable efforts, at its expense, to abate such infringement. Upon Celeras request and at Celeras expense, AMI will cooperate in the pursuit thereof, as is reasonably necessary. Celera will have the sole right to control prosecution of such action and settlement thereof, but Celera will keep AMI informed in writing on a regular basis as to the status of such actions. (c) In the event a Third Party sells a Competing Product or a Cannibalizing Product and causes material competitive harm to AMIs sales of Celera Products, upon request by Celera, AMI will investigate possible infringement by such Competing Product or Cannibalizing Product of a Patent Right owned by AMI or its Affiliates, and, if AMI reasonably concludes there is infringement, AMI will exercise commercially reasonable efforts, at its expense, to abate such infringement. Upon AMIs request and at AMIs expense, Celera will cooperate in the pursuit thereof, as is reasonably necessary. AMI will have the sole right to control prosecution of such action and settlement thereof, but AMI will keep Celera informed in writing on a regular basis as to the status of such actions. 9.3 Alleged Product Infringement. If either Celera or AMI receives notice from a Third Party that any Celera Product allegedly infringes upon the rights of such Third Party, the Party receiving such notice will promptly (but in no event later than fifteen (15) days from receipt of such notice) inform the other Party.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.4 Patent Indemnity. (a) The Parties will share equally any liabilities, damages, judgments, costs, expenses (including reasonable attorneys fees and expenses necessary to consider, advise, and defend) arising out of or from any suit, proceeding or claim made or brought against AMI or its Affiliates or Celera or its Affiliates alleging that any aspect of the manufacture, use, sale, offer for sale or import of any Celera Product existing as of the Effective Date as sold to AMI or its Affiliates hereunder constitutes an infringement of any Third Party patent or other intellectual property right. The Parties will jointly agree upon the defense of any such suit, proceeding or claim. (b) Celera will defend, indemnify, and hold AMI, its Affiliates, officers, directors, employees, representatives, agents, Distributors and its customers harmless from and against any liabilities, damages, judgments, costs, expenses (including reasonable attorneys fees and expenses necessary to consider, advise, and defend) arising out of or from any suit, proceeding or claim made or brought against AMI or its Affiliates or Celera alleging that any aspect of the manufacture, use, sale, offer for sale or import of either: (i) any New Celera Product, or (ii) any modification of a Celera Product existing as of the Effective Date made by or on behalf of Celera, as sold to AMI or its Affiliates hereunder constitutes an infringement of any Third Party patent or other intellectual property right. This provision will not apply to any claim of infringement that is based on (x) a Celera Product existing as of the Effective Date, or (y) a modification made by AMI, its Affiliates, Distributors or customers to a Celera Product, a New Celera Product or a combination including a Celera Product or a New Celera Product, after such Celera Product or New Celera Product is transferred to AMI, its Affiliates, Distributors or customers. (c) In the event a Party believes a license under Patent Rights owned by a Third Party is necessary in order for Celera to manufacture or AMI to use, sell, offer for sale, import or distribute the Celera Product or if either Celera or AMI is given written notice by a Third Party that the Celera Product infringes Patent Rights owned or controlled by the Third Party, then the Parties will consult with each other. If the Parties agree that a license is necessary or agree on the infringement risk, either Party may (i) terminate AMIs distribution under this Agreement with respect to such Celera Product upon thirty (30) days written notice to the other Party, or (ii) seek to obtain a license from the Third Party in a timely manner and on commercially reasonable terms. Upon procuring such license, the Parties may renegotiate the then-applicable Estimated Purchase Price for the Celera Product to reflect any royalty payments to be paid by Celera or AMI to such Third Party. Prior to Celeras suspension in the supply of the

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Celera Product as contemplated by Section 9.4(c)(i), Celera will give AMI the option to hold Celera harmless from any future damages for the continued supply of the Celera Product. If the manufacture, use or sale of a Celera Product distributed hereunder is covered by an Adopted AMI License and the Adopted AMI License is terminated, Celera will have the right to cease supply of such Celera Product to AMI effective upon three (3) months prior written notice to AMI. (d) Any suspension in supply of Celera Products pursuant to this Section 9.4 will not be a failure of supply subject to Section 3.6.

9.5 Copyrights, Trademarks. (a) During the Distribution Term, Celera authorizes AMI, its Affiliates and its Distributors to use, in connection with AMIs labeling, advertisement, promotion, sale, distribution and service of the Celera Products, the copyrighted material which Celera uses in connection with the Celera Products including, without limitation, package inserts, Software, marketing materials and a troubleshooting guide, which Celera creates for the Celera Product (collectively, Celera Materials). AMI will not use any of the Celera Materials other than as expressly contemplated by this Agreement. Nothing contained in this Agreement will give AMI any right, title or interest in any such Celera Materials, other than the limited use granted in this Section 9.5(a). AMI agrees to promptly notify Celera in writing of any known or suspected infringement of the copyright of Celera Materials that comes to AMIs attention. (b) During the Distribution Term, Celera grants AMI, its Affiliates and its Distributors the limited right to use, in connection with the labeling, promotion, distribution and sale of Celera Products, the trademarks, service marks, trade names, logos, designations, and trade dress set forth in Appendix 9.5(b) (collectively, Celera Trademarks). AMI will not use the Celera Trademarks in connection with any other product, article or item or other than as expressly provided by this Agreement. Nothing contained in this Agreement will give AMI any right, title or interest in any such Celera Trademarks, other than the limited use granted in this Section 9.5(b). AMI agrees to promptly notify Celera in writing of any known or suspected infringement of Celera Trademarks that comes to AMIs attention. 9.6 Third Party Out-License. With AMIs prior written consent, Celera may grant any Third Party a license to Commercialize a diagnostic testing service for [*] during the Distribution Term, provided Celera pays royalties as specified in Section 4.1(g) of the Royalty Agreement. 9.7 No License Rights. Except as expressly granted in this Agreement or the Royalty Agreement, no Party obtains any express or implied right or license

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document under any Patent Rights or Technology owned by the other Party, including without limitation Patent Rights and Technology solely owned by the other Party pursuant to the Alliance.

Article 10. Confidential Information

10.1 Confidentiality. Subject to this Article 10, each Party will: (a) maintain in confidence the Confidential Information of the other Party; (b) have the right to use the Confidential Information of the other Party solely for the purpose of performing its obligations and exercising its rights under this Agreement; (c) not use or grant to others the use of the Confidential Information of the other Party except as expressly permitted hereby; and (d) not disclose the Confidential Information of the other Party except on a need- to-know basis to such Partys directors, officers, employees, agents, consultants, Affiliates, contractors and Distributors, to the extent such disclosure is reasonably necessary in connection with such Partys activities as expressly authorized by this Agreement. Each Party will ensure that any of its directors, officers, employees, agents, consultants, Affiliates, contractors and Distributors having access to the other Partys Confidential Information is under a contractual obligation to the Party to hold in confidence and not use such Confidential Information, except as permitted under this Agreement. Each Party will notify the other Party promptly upon discovery of any unauthorized use or disclosure of the other Partys Confidential Information. In performance of its obligation under this Section 10.1, each Party will exercise the same degree of care as it exercises with respect to its own proprietary information. 10.2 Terms of Agreement. No Party may disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party; provided, however, that a Party may disclose, under terms of confidentiality equivalent to those in this Article 10, the terms or conditions of this Agreement: (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary; and (b) to a Third Party in connection with (i) banks and lenders providing loans or credit facilities, (ii) a merger, consolidation or similar transaction by such Party or (iii) the sale or other transfer of all or substantially all of such Partys assets to which this Agreement pertains. Notwithstanding the provisions of this Section 10.2, a Party may disclose to potential customers and partners general aspects of this Agreement; provided, that no financial terms of this Agreement are disclosed. 10.3 Permitted Disclosures. The confidentiality obligations under this Article 10 will not apply to the extent that a Party is required to disclose information: (a) by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction; (b) pursuant to the rules and regulations of any exchange or market on which a Partys securities are traded or listed; (c) for regulatory purposes, including obtaining FDA approvals; or (d) for audit, tax or customs purposes; provided, however, that such Party will: (x) provide written notice thereof to the other Party; (y) consult with the other Party with respect to such

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document disclosure and use all reasonable efforts to provide the other Party with sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; and (z) disclose only that portion of Confidential Information or other information, the disclosure of which is restricted hereunder, that it determines (based on advice of its legal counsel) is legally required to be disclosed, and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment required hereby will be accorded such information. 10.4 Term of Obligations. Except as provided below, the obligations of this Article 10 will expire five (5) years after termination or expiration of this Agreement. Within such five (5) year period, either Party may notify, in writing, the other Party of Confidential Information considered to be a trade secret of the notifying Party, in which event, the other Party will comply with the terms of this Article 10 with respect to such identified trade secret so long as it retains the characteristics of Confidential Information. The obligations of confidentiality regarding Confidential Information shared pursuant to Section 3.8(a), Celera Product compositions and Specifications, Software, and proprietary Technology will not expire, except as provided by Sections 1.21(a)-(d).

10.5 Public Announcements. (a) The Parties will mutually agree on a joint press release relating to this Agreement and the Royalty Agreement for issuance within four (4) business days after the Signature Date. The Parties agree to consult with each other before issuing any other press release or making any public statement with respect to this Agreement or any other transaction contemplated herein and will not issue any such other press release or make any such public statement prior to obtaining the written consent of the other Party, which consent will not be unreasonably withheld. Following the approval of any such other press release or public statement, the facts and matters contained in such press release or public statement will no longer be deemed Confidential Information. (b) AMI and Celera will not use the name of the other Party in any marketing or advertising materials without the prior written approval of the other Party or except as provided by this Agreement. 10.6 Publication. If a Party desires to present at symposia, national or regional professional meetings, or to publish in journals or other publications any information derived from or in any way related to this Agreement (Publishing Party), then the Publishing Party will first provide the other Party (Non-Publishing Party) with copies of the proposed presentation or publication materials at least thirty (30) days in advance of the presentation or publication date. Within fifteen (15) days after its receipt of such information, the Non-Publishing Party will either consent in writing to the proposed presentation or publication or will provide suggested changes to the proposed presentation or publication. If the Publishing Party modifies the proposed presentation or

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document publication consistent in all respects with the required changes of the Non-Publishing Party, the Publishing Party may proceed with the proposed presentation or publication. In addition, the Publishing Party will delay any proposed publication or presentation an additional sixty (60) days in the event the Non-Publishing Party so requests to enable it to secure patent or other proprietary protection.

Article 11. Representations, Warranties, Guaranty and Covenants

11.1 By Celera. Celera hereby represents and warrants that: (a) Celera has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein; (b) This Agreement is enforceable against Celera and there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement; (c) To the best of Celeras knowledge, as of the Effective Date, no adverse actions are threatened or pending before any court or governmental agency or other tribunal relating to any of the Celera Products; (d) No Celera Product delivered to a carrier pursuant to this Agreement will, at the time of such delivery, be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (Act) or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as such Act and such laws are constituted and effective at the time of such delivery nor will such Celera Product be an article which may not, under the provisions of such Act, be introduced into interstate commerce; (e) Each lot of Celera Product delivered to AMI will at the time of delivery to the carrier have the applicable shelf life set forth in Section 4.4 and will continue, until the applicable expiration date, to conform to the Specifications and will be free from defects in materials and workmanship; (f) Celera has obtained or will seek to obtain and will maintain appropriate Regulatory Approvals to market the Celera Products in the Territory; (g) To its knowledge, Celera owns or has valid licenses or rights to all intellectual property required to manufacture, and sell the Celera Products to AMI and for Ami to sell, offer for sale, use, import and distribute Celera Products;

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (h) The manufacturing facilities and processes utilized for the manufacture of the Celera Products will, at the time of manufacture, comply with applicable FDA regulations including, without limitation, applicable Quality Systems and GMP Requirements and any equivalent foreign requirements and regulations; (i) Celera and, as of the date of delivery to AMIs designated carrier, the Celera Products are and will be in material compliance with all applicable worldwide environmental, health, safety and transportation regulations (including, but not limited to, regulations of the U.S. Environmental Protection Agency, U.S. Occupational Safety and Health Administration, European Community Directives, U.S. Department of Transportation, International Air Transportation Association, and equivalent worldwide regulations); and (j) Each item of environmental, health and safety information, including but not limited to, all MSDSs, related to the Celera Products or supplied by Celera under this Agreement is complete and accurate on the date on which it is supplied. 11.2 Warranty Voided. ANY ALTERATION, CHANGE, MODIFICATION, REPACKAGING, OR REPAIR MADE ON ANY OF CELERA PRODUCTS OTHER THAN BY CELERA WILL VOID THE WARRANTY EXTENDED BY CELERA AS TO SUCH CELERA PRODUCTS UNDER SECTION 11.1.

11.3 By AMI. AMI represents and warrants that: (a) AMI has the full right, power and corporate authority to enter into this Agreement and to make the promises set forth in this Agreement; and (b) this Agreement is enforceable against AMI; and there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement. 11.4 Represented by Counsel. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions. 11.5 Disclaimer Of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY PRODUCT, TECHNOLOGY, OR PATENT RIGHTS. ADDITIONALLY, EACH PARTY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED,

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document THAT THE MANUFACTURE, USE, SALE, OFFER FOR SALE, IMPORT, COPYING OR DISTRIBUTION OF ANY PRODUCT OR METHOD SUBJECT TO THIS AGREEMENT WILL NOT INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ALL TECHNOLOGY PROVIDED BY ONE PARTY TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT IS PROVIDED AS IS.

Article 12. Indemnification

12.1 Indemnification by Celera. In addition to Celeras indemnity obligations set forth in Section 9.4, Celera will defend, indemnify and hold AMI, its officers, directors, employees, representatives, and agents (collectively, the AMI Indemnified Entities) harmless from and against any liability, damage, loss, cost or expense, including reasonable attorney and other legal fees (collectively, Liability), arising out of or resulting from: (a) Celeras breach of any representation, warranty, certification or guarantee given pursuant to or set forth in this Agreement; (b) Celeras default in the performance of its obligations under this Agreement and failure or inability to cure such default in accordance with this Agreement; or (c) any Third Party claims or suits made or brought against any one or more of the AMI Indemnified Entities, to the extent such Liability arises out of or relates to Celeras negligence or willful misconduct or any theory of manufacturers strict liability with regard to any Celera Product or Agreement Instrument manufactured by Celera or Celeras performance or non-performance hereunder. 12.2 Indemnification by AMI. AMI will defend, indemnify and hold Celera, its officers, directors, employees, representatives, and agents (collectively, the Celera Indemnified Entities) harmless from and against any Liability (except for any liabilities, damages, judgments, costs, or expenses covered under Section 9.4) arising out of or resulting from: (a) AMIs breach of any representation, warranty, certification or guarantee given pursuant to or set forth in this Agreement; (b) AMIs default in the performance of its obligations under this Agreement and failure or inability to cure such default in accordance with this Agreement; or (c) any Third Party claims or suits made or brought against any one or more of the Celera Indemnified Entities, to the extent such Liability arises out of or relates to AMIs negligence or willful misconduct with regard to AMIs sale or promotion of any Product or AMIs performance or non-performance hereunder. 12.3 Conditions of Indemnification. With respect to any claim for which a Party (the Claiming Party) seeks indemnification from the other Party (Indemnifying Party) under this Agreement, the Claiming Party will: (a) advise the Indemnifying Party of any claim, proceeding or suit (individually, an Action), in writing, within thirty (30) days after the Claiming Party has received notice of such Action or within such period of time so as not to materially prejudice the right of the Indemnifying Party with regard to the defense of such Action, whichever period is shorter; (b) assist the Indemnifying Party and its representatives in the investigation and defense of any Action for which

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document indemnification is provided; and (c) not offer to settle, settle or otherwise compromise such Action without the Indemnifying Partys prior written consent, which consent will not be unreasonably withheld, unless such settlement fully releases the Claiming Party without any liability, loss, cost or obligation to such Party. 12.4 Insurance. During the Distribution Term, each Party will, at its sole cost and expense, obtain and keep in force a policy of comprehensive general liability insurance with bodily injury, death and property damage limits of [*] U.S. Dollars (US$[*]) per occurrence and [*] U.S. Dollars (US$[*]) in the aggregate. Promptly following the Signature Date, each Party either: (a) will furnish to the other Party a certificate of insurance evidencing the insurance required hereunder and providing for at least thirty (30) days prior written notice to the other Party of any cancellation, termination or change of such insurance coverage, or (b) will furnish to the other Party a certificate of self insurance identifying the claims process. 12.5 Limitation of Liability. EXCEPT AS PROVIDED BELOW, FOR THIRD PARTY CLAIMS SET FORTH IN SECTIONS 12.1 AND 12.2, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PENAL, SPECIAL, INDIRECT OR SIMILAR DAMAGES WHATSOEVER ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFITS (ALL OF WHICH DAMAGES ARE REFERRED TO COLLECTIVELY HEREIN AS DAMAGES); PROVIDED, IF CELERA VOLUNTARILY CHOOSES NOT TO SUPPLY SPECIFIC CELERA PRODUCT(S) AS DESCRIBED IN SECTION 3.6(B), CELERA WILL BE LIABLE TO AMI FOR ANY AND ALL DAMAGES UP TO [*] (US$[*]).

Article 13. Term/Termination

13.1 Term and Expiration. This Agreement will commence on the Effective Date and, unless sooner terminated as provided in this Agreement, will continue in effect until the fifth (5th) anniversary thereof (Initial Term). This Agreement will automatically continue for two (2) consecutive twenty-four (24)-month renewal terms (each, a Renewal Term) unless and until one Party provides the other Party notice of an intent not to renew, such notice to be delivered to the other Party not less than twelve (12) months before expiration of the Initial Term or any subsequent Renewal Term. If automatically renewed for two (2) twenty- four (24)-month Renewal Terms, this Agreement will finally expire on the ninth (9th) anniversary of the Effective Date.

13.2 Termination for Cause. Upon any material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement upon sixty (60) days prior written notice to the breaching Party. The termination will be effective at the end of the sixty (60) day period unless the breaching Party has cured such breach within such sixty (60) day period.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 13.3 Termination for Insolvency. Either Party may terminate this Agreement upon written notice to the other in the event of: (a) insolvency of the other Party, or the appointment of a receiver by the other Party for all or any substantial part of its properties, provided that such receiver is not discharged within sixty (60) days of its appointment; (b) the adjudication of the other Party as bankrupt; (c) the admission by the other Party in writing of its inability to pay its debts as they become due; (d) the execution by the other Party of an assignment for the benefit of its creditors; or (e) the filing by the other Party of a petition to be adjudged as bankrupt, or a petition or answer admitting the material allegations of a petition filed against the other Party in any bankruptcy proceeding, or the act of the other Party in instituting or voluntarily being or becoming a Party to any other judicial proceeding intended to effect a discharge of the debts of the other Party, in whole or in part.

13.4 Consequences of Expiration or Early Termination. Upon the expiration or early termination of this Agreement: (a) Depending on whether AMI has satisfied the Sales Minimum for the Calendar Year of expiration or termination, Celera thereafter will pay to AMI royalties on Net Sales of each Celera Product at the rates and for the time periods specified in the Royalty Agreement. (b) Each Party will return all Confidential Information of the other Party. (c) If Celera cannot reasonably use the Components, AMI will purchase and accept delivery for the Components in the safety stock inventory held by Celera in accordance with Section 3.5 and any Celera Product which Celera has manufactured for AMI under a firm purchase order accepted by Celera as of the date of termination of this Agreement; provided, however, that AMI will not have an obligation to, but may, purchase the Components or Celera Products under this Section 13.4(c) if such termination is due to a breach or failure to supply by Celera or Force Majeure Event affecting Celera. (d) AMI may sell and/or distribute any Celera Products existing in AMIs inventory after expiration or termination of this Agreement, provided such Products are either sold or distributed within twelve (12) months of the expiration or termination date, as the case may be.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) Upon request to Celera and reasonable justification by AMI regarding the return on investment for Agreement Instruments, and if the return on investment meets Celeras acceptable risk adjusted levels in Celeras sole and reasonable judgment, Celera will buy back from AMI at net book value, any Agreement Instruments that are solely dedicated to the use of Celera Products. Any such buy back will occur promptly after AMI provides to Celera the information reasonably necessary under this Section 13.4(e). (f) Neither Party will be relieved from any obligation that accrues pursuant to this Agreement before the effective date of the expiration or termination nor will either Party be released from any payment obligation that may have been incurred as a result of operations conducted under this Agreement. 13.5 Inclusive Remedy. Except as otherwise provided in this Agreement, each Party will have the rights and remedies set forth herein in addition to any other remedies which it may have under applicable statutory or common law. Each Party will have the sole discretion to determine which of its rights and remedies, if any, it will pursue and such Party will not be required to exhaust any of its other rights or remedies before pursuing any one of the rights and remedies set forth in this Agreement. 13.6 Accrued Obligations. Termination, expiration, cancellation or abandonment of this Agreement through any means and for any reason will not relieve the Parties of any obligation accruing prior thereto and will be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement 13.7 Survival. Expiration or early termination of this Agreement will not relieve either Party of its obligations incurred prior to expiration or early termination. The obligations under Articles 1, 5, 8, 9 and 10 and Sections 3.9, 3.10. 3.11, 4.5, 6.1(c), 6.3, 6.6 through 6.8, 13.4 through 13.7, 14.1, 14.6 through 14.7, and 14.13 will survive expiration or early termination of this Agreement or of any extensions thereof in accordance with the intent of such Articles and Sections, and the obligations under Article 12 will survive expiration or early termination of this Agreement or of any extensions thereof for a period of three (3) years. In addition, all provisions that survive termination, that are irrevocable or that arise due to termination will survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms that pertain to a period of time following termination or expiration of this Agreement will survive for the specified period of time only.

Article 14. MISCELLANEOUS

14.1 Notices. All notices, requests or other communications required or permitted to be given under this Agreement to any Party will be in writing and will be deemed

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document to have been sufficiently given when delivered by personal service or sent by registered mail or a recognized private mail carrier service, telex or facsimile with a written confirmation copy, to the recipient addressed as follows:

(a) If to AMI: Director, Licensing & Business Development Abbott Molecular Inc. 1300 E. Touhy Ave Des Plaines, IL 60018-3315 Facsimile: (224) 361-7054 with a copy to: VP, Corporate Transactions & Medical Products Legal Operations Abbott Laboratories 100 Abbott Park Road Dept. 322, AP6A-2 Abbott Park, IL 60064 Facsimile: (847) 938-1206

(b) If to Celera: Celera Corporation Attn: Chief Executive Officer 1401 Harbor Bay Parkway Alameda, CA 94502 Facsimile: (510) 749-4288 with a copy to: Celera Corporation Attn: General Counsel 1401 Harbor Bay Parkway Alameda, CA 94502 Facsimile: (510) 749-4301 All such communications will be deemed to be effective on the day on which personally served, or, if sent by registered mail, on the fourth day following the date presented to the postal authorities for delivery to the other Party (the cancellation date stamped on the envelope being evidence of the date of such delivery), or if by private mail carrier service, the date of the carrier receipt, or if by telex or facsimile, on the telex or facsimile date. Either Party may give to the other written notice of change of address, in which event any communication will thereafter be given to such Party as above provided at such changed address.

Distribution Agreement 60

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 14.2 Assignment. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns. Notwithstanding the foregoing and except as provided below, neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed. The foregoing notwithstanding, each Party may assign this Agreement without the other Partys approval to a Third Party that acquires substantially all of the business of such Party to which this Agreement pertains, provided (a) such Third Party agrees in writing to the terms of this Agreement, and (b) if the Third Party acquires Celera, AMI may terminate this Agreement if the Third Party is a competitor of AMI. Either Party also may, without the consent of the other Party, assign this Agreement to an Affiliate thereof provided that the Party guarantees the performance of such assignee. 14.3 Waivers. Any waiver by either of the Parties hereto of any rights arising from a breach of any covenants or conditions of this Agreement will not be construed as a continuing waiver of other breaches of the same nature or other covenants or conditions of this Agreement. 14.4 Relationship of Parties. The relationship of the Parties under this Agreement is that of independent contractors. Nothing contained in this Agreement is intended or is to be construed so as to constitute the Parties as partners, joint venturers, or either Party as an agent or employee of the other. Neither Party has any express or implied right under this Agreement to assume or create any obligation on behalf of or in the name of the other, or to bind the other Party to any contract, agreement or undertaking with any Third Party, and no conduct of the Parties will be deemed to infer such right.

14.5 Force Majeure. (a) Delay or failure on the part of either Party in performing its obligations under this Agreement will not subject such Party to any liability to the other Party if such delay or failure is caused by or results from a Force Majeure Event. (b) Upon occurrence of an Force Majeure Event, the Party affected will promptly notify the other in writing, setting forth the details of the occurrence, and making every attempt to resume the performance of its obligations as soon as practicable after the Force Majeure Event ceases. If such Force Majeure Event prevents or will prevent performance of a material provision of this Agreement by one Party for more than three (3) consecutive months, then the other Party may immediately terminate this Agreement upon written notice to the non-performing Party.

Distribution Agreement 61

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 14.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict of laws principles. 14.7 Disputes and Alternative Dispute Resolution. Except as set forth in Sections 3.8(c) and 4.8(b), any dispute or claim arising out of or in connection with this Agreement will be resolved by binding Alternative Dispute Resolution (ADR) in accordance with the provisions set forth in Appendix 14.7. 14.8 Appendices. The Parties hereby agree to be bound by and fully perform the terms, conditions, representations, warranties and obligations contained in the Appendices, attached hereto and incorporated into and made part hereof, as if the same were fully set forth in this Agreement. 14.9 Severability. If any provision of this Agreement is finally held to be invalid, illegal or unenforceable by a court or agency of competent jurisdiction, that provision will be severed or will be modified by the Parties so as to be legally enforceable (and to the extent modified, it will be modified so as to reflect, to the extent possible, the intent of the Parties) and the validity, legality and enforceability of the remaining provisions will not be affected or impaired in any way. 14.10 Amendments. Except as otherwise expressly provided herein, neither this Agreement nor any provision hereof may be amended or waived except by a written instrument signed by both Parties. 14.11 Headings. The headings of the Articles and Sections of this Agreement have been added for the convenience of the Parties and will not be deemed a part hereof. 14.12 Counterparts. This Agreement may be executed in any number of counterparts, all of which together will constitute a single Agreement. Facsimile signatures will be accepted by the Parties. 14.13 Entire Agreement. This Agreement and the Royalty Agreement are the sole understandings and agreements of the Parties hereto with respect to the subject matter hereof and supersede all other such prior agreements and understandings, including the Alliance Agreement and the Atria Distribution Agreement. In the event there is any conflict between the provisions of this Agreement and the Royalty Agreement as to the obligations or rights of the Parties, the terms of the Royalty Agreement shall prevail. 14.14 French Tender. Transactions pursuant to the arrangement between AMI and Celera dated January 23, 2008, relating to the French tender for HLA products for 2008 through [*], are not subject to the terms of this Agreement.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.

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By: /s/ D. Stafford OKelly By: /s/ Kathy Ordoñez (Signature) (Signature)

D. Stafford OKelly Kathy Ordoñez (Printed Name) (Printed Name)

President Chief Executive Officer (Title) (Title)

12/26/08 December 26, 2008 Date Date

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Appendix 1.5 - AMI Product Indications and Platform Technology

Appendix 1.13 - Celera Product Indications and Platform Technology

Appendix 1.69 - Specific Celera Products and Celera Product Groups

Appendix 1.70 - Celera Product Specifications

Appendix 2.1 - Distribution Countries

Appendix 2.14(a) Project Plans and Schedules for Celera Development Products

Appendix 3.2(c)(i) - Example of Actual Purchase Price Protection Calculation for Celera Product Group

Appendix 3.3(d) - Long Lead Products

Appendix 9.5(b) - Celera Trademarks

Appendix 14.7 - Alternative Dispute Resolution Procedure

Distribution Agreement 64

AMI PRODUCT INDICATIONS AND PLATFORM TECHNOLOGY

Tier AMI Product Indication Platform Technology I HIV viral load Real Time PCR HBV viral load Real Time PCR Chlamydia trachomatis (CT) only, or in combination with NG Real Time PCR Neisseria gonorrhoeae (NG) only, or in combination with CT Real Time PCR HPV (manufactured and sold outside the U.S.), [*] Real Time PCR HCV Genotyping [*] Real Time PCR HCV viral load [*] Real Time PCR II [*] Real Time PCR [*] Real Time PCR [*] Real Time PCR III HCV Genotyping [*] Real Time PCR HCV viral load [*] Real Time PCR

Distribution Agreement 65

CELERA PRODUCT INDICATIONS AND PLATFORM TECHNOLOGY

Celera Product Indication Platform Technology [*] [*] [*] [*] Cystic fibrosis DNA sequencing [*] [*] Fragile X DNA sequencing Factor II for Deep Vein Thrombosis (DVT) Luminex xMAP Factor V for DVT Luminex xMAP Methylene Tetrahydrofolate Reductase (MTHFR) for DVT Luminex xMAP Sequence-based HLA typing (SBT HLA) DNA sequencing [*] [*] HIV genotyping/resistance DNA sequencing

[*]

Distribution Agreement 66

SPECIFIC CELERA PRODUCTS AND CELERA PRODUCT GROUPS

Specific Celera Products and Product Families

ViroSeq

Celera AMI List List Number Number ViroSeq 2.8 CE 4J94-32 5001500 IFU, VSEQ2.0 HIV 3100-2.8 CE, ENGLISH 4J94-33 5001501 IFU, VSeq2.0 HIV 3100-2.8 CE, French 4J94-34 5001502 IFU, VSeq2.0 HIV 3100-2.8 CE, German 4J94-26 5001503 IFU, VSeq2.0 HIV 3100-2.8 CE, Italian 4J94-36 5001504 IFU, VSeq2.0 HIV 3100-2.8 CE, Spanish 4J94-37 5001505 IFU, VSeq2.0 HIV 3100-2.8 CE, Greek 4J94-38 5001506 IFU, VSeq2.0 HIV 3100-2.8 CE, Portuguese 4J94-39 5001507 IFU, VSeq2.0 HIV 3100-2.8 CE, Danish 4J94-40 5001508 IFU, VSeq2.0 HIV 3100-2.8 CE, Swedish 4J94-20 5002397 FG,VSeq HIV-1 Genotype Sys v2 Pack 1, CE 4J94-21 5002398 FG,VSeq HIV-1 Genotype Sys v2 Pack 2, CE 4J94-22 5002437 Software v2.8 ViroSeq HIV Genotype, CE New Part 5002486 IFU, ViroSeq 2.0 HIV 2.8 CE, CS New Part 5002487 IFU, ViroSeq 2.0 HIV 2.8 CE, Norway

ViroSeq 2.8 IVD 4J94-08 5002427 FG,VSeq HIV-1 Genotype Sys v2 Pack 1,IVD 4J94-07 5002428 FG,VSeq HIV-1 Genotype Sys v2 Pack 2,IVD 4J94-13 5002439 ViroSeq HIV-1 GT Sys Software v2.8, IVD 4J94-12 5002441 FG, 3100/3100Avant OM, VS HIV-1 v2, IVD

HIV Integrase New Part 5002720 FG, ViroSeq HIV-1 Integrase Kit RUO New Part 5002721 FG, ViroSeq PCR Cleanup Reagent, GPR New Part 5002722 FG, ViroSeq Sample Prep, Integrase (RUO)

Distribution Agreement 67

CF CE 4J92-66 5000184 Cystic Fibrosis Genotyping Assay CE 5001653 IFU, CF GT ASSAY v3 CAN IVD, ENGLISH 5001654 IFU, CF GT ASSAY v3 CAN IVD, FRENCH 2N05-03 5001862 IFU, CF GENOTYPING ASSAY v3 CE, ENGLISH 2N05-04 5001863 IFU, CF GENOTYPING ASSAY v3 CE, FRENCH 2N05-05 5001864 IFU, CF GENOTYPING ASSAY v3 CE, GERMAN 2N05-06 5001865 IFU, CF GENOTYPING ASSAY v3 CE, ITALIAN 2N05-07 5001866 IFU, CF GENOTYPING ASSAY v3 CE, SPANISH 2N05-08 5001867 IFU, CF GENOTYPING ASSAY v3 CE, GREEK 2N05-09 5001868 IFU, CF GENOTYPING ASSAY v3 CE, PORTUGUE 2N05-10 5001869 IFU, CF GENOTYPING ASSAY v3 CE, DANISH 2N05-11 5001870 IFU, CF GENOTYPING ASSAY v3 CE, SWEDISH 2N05-02 5001871 CF Conf Disk v2.0 for GeneMapper v3.5,CE New Part 5002253 IFU, CF GENOTYPING ASSAY v3 CE, CZE New Part 5002254 IFU, CF GENOTYPING ASSAY v3 CE, NOR

CF US IVD New Part 5000469 INSTR MANUAL, CF GT ASSAY, US IVD 6L20-01 5001534 FG, CF GENOTYPING ASSAY, US IVD 6L20-02 5001547 USERS MANUAL, CF GT ASSAY, US IVD 5001548 CF CONFIG DISK, GMv3.5, US IVD 2N45-01 5002000 FG, CEGA POLYMER 2N46-01 5002001 FG, HIGHLY DEIONIZED FORMAMIDE 2N47-01 5002002 FG, CEGA-16 Instrument 2N48-01 5002003 FG, CEGA 10x BUFFER 2N49-01 5002004 FG, CEGA-16 ARRAY 36cm 2N50-01 5002005 CEGA RESERVOIR FOR BUFFER-WATER-WASTE 2N51-01 5002006 CEGA RESERVOIR SEPTA 2N52-01 5002007 CEGA-16 INSTRUMENT PQ PROTOCOL New Part 5002008 CEGA-16 INSTRUMENT IQ/OQ PROTOCOL 2N57-01 5002009 CEGA INSTALLATION MANUAL 2N69-01 5002010 FG, CEGA DATA COLLECTION SOFTWARE v2.1 2N59-01 5002012 ARRAY CALIBRATION RULER 2N58-01 5002013 96-WELL PLATE BASE 2N60-01 5002014 96-WELL PLATE RETAINER New Part 5002015 96-WELL PLATE SEPTA 2N67-01 5002016 250 uL GLASS SYRINGE New Part 5002017 5.0mL GLASS SYRINGE 2N71-01 5002020 CEGA-16 Instrument Site Prep/Safety New Part 5002023 Array Ferrule Sleeve PEEK 2N74-01 5002027 CEGA-16 INSTRUMENT, COMPLETE SYSTEM 2N76-01 5002028 CEGA-16 COMPUTER SYSTEM 6L20-07 5002029 CEGA, CF IVD SOFTWARE IMAGE 2N45-01 5002030 FG, GENEMAPPER SOFTWARE v3.5.4 2N46-01 5002031 96-WELL REACTION PLATE 2N47-01 5002033 SYRINGE O-RING 2N48-01 5002496 FG, CF Genotyping Assay, US IVD 2304 Kit

Fragile X 6L43-01 5001609 FG, ASR PRIMERS FOR FMR1 6L43-02 5001610 FG, ASR PRIMERS FOR GENDER 6L44-05 5001611 FG, HIGH GC PCR BUFFER, GPR 6L44-06 5001612 FG, TR PCR ENZYME MIX, GPR 6L44-07 5001613 FG, CLEANUP ENZYME MIX, GPR 6L44-08 5001640 FG, ROX 1000 SIZE STANDARD, GPR

DVT Thrombosis

DVT and DVT GPRs 6L44-01 5001566 FG, HYBRIDIZATION BUFFER, GPR 6L44-03 5001568 FG, SA-PE REAGENT, GPR 6L44-04 5001569 FG, LUMINEX PCR BUFFER, GPR 3N01-01 5002216 FG, Bead Mix 1, GPR New Part 5002594 FG, ASR Primers for Factor V New Part 5002595 FG, ASR Primers for Factor V R2 New Part 5002596 FG, ASR Primers for Factor II New Part 5002597 FG, ASR Primers for MTHFR 677 New Part 5002598 FG, ASR Primers for MTHFR 1298 New Part 5002599 FG, ASR Probes for Factor V A1 New Part 5002600 FG, ASR Probes for Factor V A2 New Part 5002601 FG, ASR Probes for Factor V R2 A1 New Part 5002602 FG, ASR Probes for Factor V R2 A2 New Part 5002603 FG, ASR Probes for Factor II A1 New Part 5002604 FG, ASR Probes for Factor II A2 New Part 5002605 FG, ASR Probes for MTHFR 677 A1 New Part 5002606 FG, ASR Probes for MTHFR 677 A2 New Part 5002607 FG, ASR Probes for MTHFR 1298 A1 New Part 5002608 FG, ASR Probes for MTHFR 1298 A2

GPRs

GPRs 4J92-23 4338113 FG, PCR Enzyme, 2 tubes 4J92-24 4338114 FG, OLA Enzyme, 2 tubes 4J92-26 4338116 FG, Diluent for Purified DNA, 1 btl 4J92-27 4338117 FG, Diluent for EDTA Blood, 1 btl 4J92-29 4338118 FG, Matrix Std FAM-HEX-TAMRA-ROX 4J92-43 4339080 FG, PCR Enzyme, 40 tubes 4J92-44 4339081 FG, OLA Enzyme, 40 tubes 4J92-46 4339085 FG, Diluent for Purified DNA, 20 btls 2K85-03 5000062 FG, Manganese Reagent, 2 tubes 2K85-04 5000063 FG, Z05 DNA Polymerase GPR, 2 tubes 4J92-51 5000290 FG, OLA-ROX Size Standard, 20 tubes 4J92-52 5000291 FG, OLA-ROX Size Standard, 1 tube 6L87-01 5001732 FG, URACIL-N-GLYCOSYLASE (UNG), GPR

Distribution Agreement 69

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Generic Software Generic Software 6L44-50 5001672 FG, GT CALLER ID SOFTWARE v1.2

HLA A ASRs 09K59-01 AlleleSEQR HLA-A SBT Pack ASR (25) A - Core Kit 09K59-02 AlleleSEQR HLA-A SBT (ASR 100) A - Core Kit 09K59-10 A2F98A, ASR 25 A - HARP 09K59-11 A2F98A; ASR 100 A - HARP 09K59-13 A2F98T; ASR 25 A - HARP 09K59-14 A2F98T; ASR 100 A - HARP 09K59-16 A2F144A; ASR 25 A - HARP 09K59-17 A2F144A; ASR 100 A - HARP 09K59-19 A2F261C; ASR 25 A - HARP 09K59-20 A2F261C; ASR 100 A - HARP 09K59-22 A2R311T; ASR 25 A - HARP 09K59-23 A2R311T; ASR 100 A - HARP 09K59-25 A3F363A; ASR 25 A - HARP 09K59-26 A3F363A; ASR 100 A - HARP 09K59-28 A3F363G; ASR 25 A - HARP 09K59-29 A3F363G; ASR 100 A - HARP 09K59-31 A3F414C; ASR 25 A - HARP 09K59-32 A3F414C; ASR 100 A - HARP 09K59-34 A2F203G; ASR 25 A - HARP 09K59-35 A2F203G; ASR 100 A - HARP

HLA B ASRs 09K60-01 AlleleSEQR HLA-B SBT Pack ASR (25) B - Core Kit 09K60-02 AlleleSEQR HLA-B SBT (ASR 100) B - Core Kit 09K60-10 B2F106A; ASR 25 B- HARP 09K60-11 B2F106A; ASR 100 B- HARP 09K60-13 B2F144C; ASR 25 B- HARP 09K60-14 B2F144C; ASR 100 B- HARP 09K60-16 B2F206C; ASR 25 B- HARP 09K60-17 B2F206C; ASR 100 B- HARP 09K60-19 B2R311T; ASR 25 B- HARP 09K60-20 B2R311T; ASR 100 B- HARP 09K60-22 B3F357C; ASR 25 B- HARP 09K60-23 B3F357C; ASR 100 B- HARP 09K60-25 B3F357G; ASR 25 B- HARP 09K60-26 B3F357G; ASR 100 B- HARP 09K60-28 B3R559A; ASR 25 B- HARP 09K60-29 B3R559A; ASR 100 B- HARP 09K60-31 B3R603G; ASR 25 B- HARP 09K60-32 B3R603G; ASR 100 B- HARP

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document HLA C+ ASRs 09K61-03 AlleleSEQR HLA-C Plus SBT Pck ASR C- Core Kit 09K61-04 AlleleSEQR HLA-C Plus SBT Pck ASR C- Core Kit 09K61-10 C2F105T; ASR 25 C- HARP 09K61-11 C2F105T; ASR 100 C- HARP 09K61-13 C2F142G; ASR 25 C- HARP 09K61-14 C2F142G; ASR 100 C- HARP 09K61-16 C2F176G; ASR 25 C- HARP 09K61-17 C2F176G; ASR 100 C- HARP 09K61-19 C3F361T; ASR 25 C- HARP 09K61-20 C3F361T; ASR 100 C- HARP 09K61-22 C3R368C; ASR 25 C- HARP 09K61-23 C3R368C; ASR 100 C- HARP 09K61-25 C3R486G; ASR 25 C- HARP 09K61-26 C3R486G; ASR 100 C- HARP 09K61-28 C3R539T; ASR 25 C- HARP 09K61-29 C3R539T; ASR 100 C- HARP 09K61-31 C3R559A; ASR 25 C- HARP 09K61-32 C3R559A; ASR 100 C- HARP 09K61-61 AlleleSEQR HLA-C Plus Exon1R Seq Mix;ASR C-plus; optional seq mix for exon 1 09K61-63 AlleleSEQR HLA-C Plus Exon5F Seq Mix;ASR C-plus; optional seq mix for exon 5 09K61-65 AlleleSEQR HLA-C Plus Exon6F Seq Mix;ASR C-plus; optional seq mix for exon 6 09K61-67 AlleleSEQR HLA-C Plus Exon7F Seq Mix;ASR C-plus; optional seq mix for exon 7 09K61-69 AlleleSEQR HLA-C Plus Exon7R Seq Mix;ASR C-plus; optional seq mix for exon 7

HLA DRB1 ASRs 09K62-01 AlleleSEQR DRB1 SBT Pack ASR (25) DRB- Core Kit 09K62-02 AlleleSEQR DRB1 SBT Pack ASR (100) DRB- Core Kit 09K62-10 R2F124C; ASR 25 DRB- HARP 09K62-11 R2F124C; ASR 100 DRB- HARP 09K62-13 R2F124T; ASR 25 DRB- HARP 09K62-14 R2F124T; ASR 100 DRB- HARP 09K62-16 R2F197A; ASR 25 DRB- HARP 09K62-17 R2F197A; ASR 100 DRB- HARP 09K62-19 R2R256A; ASR 25 DRB- HARP 09K62-20 R2R256A; ASR 100 DRB- HARP 09K62-22 R2R286A; ASR 25 DRB- HARP 09K62-23 R2R286A; ASR 100 DRB- HARP

HLA DQB1 ASRs 09K63-01 AlleleSEQR DQB1 SBT Pack ASR (25) DQB- Core Kit 09K63-02 AlleleSEQR DQB1 SBT (ASR 100) DQB- Core Kit 09K63-10 Q2F134C; ASR 25 DQB- HARP 09K63-11 Q2F134C; ASR 100 DQB- HARP

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document HLA DPB1 ASRs 09K64-01 AlleleSEQR DPB1 SBT Pack ASR (25) DPB - Core Kit 09K64-02 AlleleSEQR DPB1 SBT (ASR 100) DPB - Core Kit 09K64-10 P2F194C; ASR 25 DPB- HARP 09K64-11 P2F194C; ASR 100 DPB- HARP 09K64-13 P2R251A; ASR 25 DPB- HARP 09K64-14 P2R251A; ASR 100 DPB- HARP 09K64-16 P2R292A; ASR 25 DPB- HARP 09K64-17 P2R292A; ASR 100 DPB- HARP 09K64-19 P2R313G; ASR 25 DPB- HARP 09K64-20 P2R313G; ASR 100 DPB- HARP

09K65-01 AlleleSEQR HLA-A2 GSA Pack ASR (25) [*] 09K66-01 AlleleSEQR HLA-B GSA Pack ASR (25) 09K67-01 AlleleSEQR DRB GSA Pack ASR (25) 09K68-01 AlleleSEQR DRB GSSP Pack ASR (10)

French Tender Combi Kits 5002699 FG, Alleleseqr Combikit-100, HLA-A [*] 5002700 FG, Alleleseqr Combikit-100, HLA-B 5002701 FG, Alleleseqr Combikit-100, HLA-C 5002702 FG, Alleleseqr Combikit-100, HLA-DRB 5002703 IFU, Alleleseqr Combikit-100, HLA CE

6L58-01 AlleleSEQR DRB1,3,4,5 CE (25) [*]

HLA A CE

8K60-01 Allele SEQR HLA-A PCR/Sequencing Kit A- Core Kit, 25 tests 8K60-03 AlleleSEQR HLA-A SBT CE 100 A- Core Kit, 100 tests 8K60-10 A2F98A; CE 25 A- HARP 8K60-11 A2F98A; CE 100 A- HARP 8K60-13 A2F98T; CE 25 A- HARP 8K60-14 A2F98T;CE 100 A- HARP 8K60-16 A2F144A; CE 25 A- HARP 8K60-17 A2F144A; CE 100 A- HARP 8K60-19 A2F261C; CE 25 A- HARP 8K60-20 A2F261C; CE 100 A- HARP 8K60-22 A2R311T; CE 25 A- HARP 8K60-23 A2R311T; CE 100 A- HARP 8K60-25 A3F363A; CE 25 A- HARP 8K60-26 A3F363A; CE 100 A- HARP 8K60-28 A3F363G; CE 25 A- HARP 8K60-29 A3F363G; CE 100 A- HARP 8K60-31 A3F414C; CE 25 A- HARP

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8K60-32 A3F414C; CE 100 A- HARP 8K60-34 A2F203G; CE 25 A- HARP 8K60-35 A2F203G; CE 100 A- HARP

HLA B CE

8K61-01 AlleleSEQR HLA-B SBT (CE 25) B- Core Kit, 25 tests 8K61-03 AlleleSEQR HLA-B SBT (CE 100) B- Core Kit, 100 tests 8K61-10 B2F106A; CE 25 B- HARP 8K61-11 B2F144C; CE 100 B- HARP 8K61-13 B2F144C; CE 25 B- HARP 8K61-14 B2F144C; CE 100 B- HARP 8K61-16 B2F206C; CE 25 B- HARP 8K61-17 B2F206C; CE 100 B- HARP 8K61-19 B2R311T; CE 25 B- HARP 8K61-20 B2R311T; CE 100 B- HARP 8K61-22 B3F357C; CE 25 B- HARP 8K61-23 B3F357C; CE 100 B- HARP 8K61-25 B3F357G; CE 25 B- HARP 8K61-26 B3F357G; CE 100 B- HARP 8K61-28 B3R559A; CE 25 B- HARP 8K61-29 B3R559A; CE 100 B- HARP 8K61-31 B3R603G; CE 25 B- HARP 8K61-32 B3R603G; CE 100 B- HARP

8K62-01 AlleleSEQR HLA-C SBT (CE 25) OBSOLETE - replaced by C-plus 8K62-02 AlleleSEQR HLA-C Plus SBT (CE 25) C- Core Kit, 25 tests 8K62-03 AlleleSEQR HLA-C SBT (CE 100) OBSOLETE - replaced by C-plus 8K62-04 AlleleSEQR HLA-C Plus SBT (CE 100) C- Core Kit,100 tests 8K62-10 C2F105T; CE 25 C- HARP 8K62-11 C2F105T; CE 100 C- HARP 8K62-13 C2F142G; CE25 C- HARP 8K62-14 C2F142G; CE 100 C- HARP 8K62-16 C2F176G; CE 25 C- HARP 8K62-17 C2F176G; CE 100 C- HARP 8K62-19 C3F361T; CE 25 C- HARP 8K62-20 C3F361T; CE 100 C- HARP 8K62-22 C3R368C; CE 25 C- HARP 8K62-23 C3R368C; CE 100 C- HARP 8K62-25 C3R486G; CE 25 C- HARP 8K62-26 C3R486G; CE 100 C- HARP 8K62-28 C3R539T; CE 25 C- HARP 8K62-29 C3R539T; CE 100 C- HARP 8K62-31 C3R559A; CE 25 C- HARP 8K62-32 C3R559A; CE 100 C- HARP 8K62-61 AlleleSEQR HLA-C Plus Exon1R Seq Mix; CE C-plus; optional seq mix for exon 1 25 8K62-62 AlleleSEQR HLA-C Plus Exon1R Seq Mix; CE C-plus; optional seq mix for exon 1 100 8K62-63 AlleleSEQR HLA-C Plus Exon5F Seq Mix; CE C-plus; optional seq mix for exon 5 25 8K62-64 AlleleSEQR HLA-C Plus Exon5F Seq Mix; CE C-plus; optional seq mix for exon 5 100

Distribution Agreement 73

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8K62-65 AlleleSEQR HLA-C Plus Exon6F Seq Mix; CE C-plus; optional seq mix for exon 6 25 8K62-66 AlleleSEQR HLA-C Plus Exon6F Seq Mix; CE C-plus; optional seq mix for exon 6 100 8K62-67 AlleleSEQR HLA-C Plus Exon7F Seq Mix; CE C-plus; optional seq mix for exon 7 25 8K62-68 AlleleSEQR HLA-C Plus Exon7F Seq Mix; CE C-plus; optional seq mix for exon 7 100 8K62-69 AlleleSEQR HLA-C Plus Exon7R Seq Mix; CE C-plus; optional seq mix for exon 7 25 8K62-70 AlleleSEQR HLA-C Plus Exon7R Seq Mix; CE C-plus; optional seq mix for exon 7 100

HLA DRB1 CE 8K63-01 AlleleSEQR DRB1 SBT (CE 25) DRB- Core Kit, 25 tests 8K63-03 AlleleSEQR DRB1 SBT (CE 100) DRB- Core Kit, 100 tests 8K63-10 R2F124C; CE 25 DRB-HARP 8K63-11 R2F124C; CE 100 DRB-HARP 8K63-13 R2F124T; CE 25 DRB-HARP 8K63-14 R2F124T; CE 100 DRB-HARP 8K63-16 R2F197A; CE 25 DRB-HARP 8K63-17 R2F197A; CE 100 DRB-HARP 8K63-19 R2R256A; CE 25 DRB-HARP 8K63-20 R2R256A; CE 100 DRB-HARP 8K63-22 R2R286A; CE 25 DRB-HARP 8K63-23 R2R286A; CE 100 DRB-HARP

HLA DQB1 CE 8K64-01 AlleleSEQR DQB1 SBT (CE 25) DQB- Core Kit, 25 tests 8K64-03 AlleleSEQR DQB1 SBT (CE 100) DQB- Core Kit, 100 tests 8K64-10 Q2F134C; CE 25 DQB- HARP 8K64-11 Q2F134C; CE 100 DQB- HARP

HLA DPB1 CE 8K65-01 AlleleSEQR DPB1 SBT (CE 25) DPB- Core Kit, 25 tests 8K65-03 AlleleSEQR DPB1 SBT (CE 100) DPB- Core Kit, 100 tests 8K65-10 P2F194C; CE 25 DPB- HARP 8K65-11 P2F194C; CE 100 DPB- HARP 8K65-13 P2R251A; CE 25 DPB- HARP 8K65-14 P2R251A; CE 100 DPB- HARP 8K65-16 P2R292A; CE 25 DPB- HARP 8K65-17 P2R292A; CE 100 DPB- HARP 8K65-19 P2R313G; CE 25 DPB- HARP 8K65-20 P2R313G; CE 100 DPB- HARP 8K68-01 AlleleSEQR DRB1 GSA CE (25) [*]

HLA GPR 09K58-01 AlleleSEQR HLA Core Reagent Pack (25) Used with the HLA ASRs; Class I and Class II targets 09K58-02 AlleleSEQR HLA Core Reagent Pack (100)

Distribution Agreement 74

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document HLA RUO [*] 7K38-01 AlleleSEQR HLA-A SBT (RUO) A- Core Kit (25 tests) 7K38-10 A2F98A; RUO 25 All RUO HARPS have been replaced with the corresponding ASR HARP 7K38-11 A2F98A; RUO 100 7K38-13 A2F98T; RUO 25 7K38-14 A2F98T; RUO 100 7K38-16 A2F144A; RUO 25 7K38-17 A2F144A; RUO 100 7K38-19 A2F261C; RUO 25 7K38-20 A2F261C; RUO 100 7K38-22 A2R311T; RUO 25 7K38-23 A2R311T; RUO 100 7K38-25 A3F363A; RUO 25 7K38-26 A3F363A; RUO 100 7K38-28 A3F363G; RUO 25 7K38-29 A3F363G; RUO 100 7K38-31 A3F414C; RUO 25 7K38-32 A3F414C; RUO 100 7K38-34 A2F203G; RUO 25 7K38-35 A2F203G; RUO 100 7K39-01 AlleleSEQR HLA-B SBT (RUO) B- Core Kit (25 tests) 7K39-10 B2F106A; RUO 25 All RUO HARPS have been replaced with the corresponding ASR HARP 7K39-11 B2F106A;RUO 100 7K39-13 B2F144C; RUO 25 7K39-14 B2F144C; RUO 100 7K39-16 B2F206C; RUO 25 7K39-17 B2F206C; RUO 100 7K39-19 B2R311T; RUO 25 7K39-20 B2R311T; RUO 100 7K39-22 B3F357C; RUO 25 7K39-23 B3F357C; RUO 100 7K39-25 B3F357G; RUO 25 7K39-26 B3F357G; RUO 100 7K39-28 B3R559A; RUO 25 7K39-29 B3R559A; RUO 100 7K39-31 B3R603G; RUO 25 7K39-32 B3R603G; RUO 100

7K40-01 AlleleSEQR HLA-C SBT (RUO) Obsolete - replaced by C-plus 7K40-03 AlleleSEQR HLA-C Plus SBT (RUO 25) C-Core Kit (25 tests)

Distribution Agreement 75

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7K40-10 C2F105T; RUO 25 All RUO HARPS have been replaced with the corresponding ASR HARP 7K40-11 C2F105T; RUO 100 7K40-13 C2F142G; RUO 25 7K40-14 C2F142G; RUO 100 7K40-16 C2F176G; RUO 25 7K40-17 C2F176G; RUO 100 7K40-19 C3F361T; RUO 25 7K40-20 C3F361T; RUO 100 7K40-22 C3R368C; RUO 25 7K40-23 C3R368C; RUO 100 7K40-25 C3R486G; RUO 25 7K40-26 C3R486G; RUO 100 7K40-28 C3R539T; RUO 25 7K40-29 C3R539T; RUO 100 7K40-31 C3R559A; RUO 25 7K40-32 C3R559A; RUO 100 7K40-61 C Plus Exon 1 Reverse Sequencing Mix Obsolete - replaced with the corresponding ASR C-plus additional sequencing mixes for exons 1, 5, 6, and 7 7K40-63 C Plus Exon 5 Forward Sequencing Mix 7K40-65 C Plus Exon 6 Forward Sequencing Mix 7K40-67 C Plus Exon 7 Forward Sequencing Mix 7K40-69 C Plus Exon 7 Reverse Sequencing Mix 7K41-01 AlleleSEQR DRB1 SBT (RUO) DRB- Core Kit (25 tests) 7K41-02 AlleleSEQR DRB1 SBT (RUO 100) DRB- Core Kit (100 tests) 7K41-10 R2F124C; RUO 25 All RUO HARPS have been replaced with the corresponding ASR HARP 7K41-11 R2F124C; RUO 100 7K41-13 R2F124T; RUO 25 7K41-14 R2F124T; RUO 100 7K41-16 R2F197A; RUO 25 7K41-17 R2F197A; RUO 100 7K41-19 R2R256A; RUO 25 7K41-20 R2R256A; RUO 100 7K41-22 R2R286A; RUO 25 7K41-23 R2R286A; RUO 100 7K42-01 AlleleSEQR DQB1 SBT (RUO) DQB- Core Kit (25 tests) 7K42-10 Q2F134C; RUO 25 All RUO HARPS have been replaced with the corresponding ASR HARP 7K42-11 Q2F134C; RUO 100 7K43-01 AlleleSEQR DPB1 SBT (RUO) DPB- Core Kit (25 tests) 7K43-10 P2F194C; RUO 25 All RUO HARPS have been replaced with the corresponding ASR HARP 7K43-11 P2F194C; RUO 100 7K43-13 P2R251A; RUO 25 7K43-14 P2R251A; RUO 100 7K43-16 P2R292A; RUO 25 7K43-17 P2R292A; RUO 100 7K43-19 P2R313G; RUO 25

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7K43-20 P2R313G; RUO 100 8K66-01 AlleleSEQR HLA-A2 GSA (RUO) [*] 8K67-01 AlleleSEQR HLA-B GSA RUO 8K69-01 AlleleSEQR DRB1 GSSP RUO (10)

Distribution Agreement 76

CELERA PRODUCT SPECIFICATIONS

Part Number Description QC assay description QC specification number CF CE 5000184 Cystic Fibrosis Genotyping Assay CE FG, Cystic Fibrosis Genotyping Assay 10-02-000-5000184 5001862 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, English 10-01-000-5001862 ENGLISH 5001863 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, French 10-01-000-5001863 FRENCH 5001864 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, German 10-01-000-5001864 GERMAN 5001865 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, Italian 10-01-000-5001865 ITALIAN 5001866 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, Spanish 10-01-000-5001866 SPANISH 5001867 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, Greek 10-01-000-5001867 GREEK 5001868 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, Portuguese 10-01-000-5001868 PORTUGUE 5001869 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, Danish 10-01-000-5001869 DANISH 5001870 IFU, CF GENOTYPING ASSAY v3 CE, IFU, CF Genotyping Assay CE, Swedish 10-01-000-5001870 SWEDISH 5001871 CF Conf Disk v2.0 for GeneMapper v3.5,CE CF Configuration Disk v2.0 for 10-01-000-5001871 GeneMapper v3.5, CE

5002253 IFU, CF GENOTYPING ASSAY v3 CE, Not in system, currently being translated. draft 10-01-000-5002253 CZE Spec will be issued after translation

5002254 IFU, CF GENOTYPING ASSAY v3 CE, Not in system, currently being translated. draft 10-01-000-5002254 NOR Spec will be issued after translation

CF US IVD

5000469 INSTR MANUAL, CF GT ASSAY, US IVD Not in system. Waiting UL labeling draft 10-01-000-5000469 approval 5001534 FG, CF GENOTYPING ASSAY, US IVD FG, Cystic Fibrosis Genotyping Assay, US 10-02-000-5001534 IVD 5001547 USERS MANUAL, CF GT ASSAY, US Operators Manual, CF Genotyping Assay, 10-01-000-5001547 IVD US IVD 5002000 FG, CEGA POLYMER FG, CEGA Polymer 10-02-000-5002000 5002001 FG, HIGHLY DEIONIZED FORMAMIDE FG, Highly Deionized Formamide 10-02-000-5002001 5002002 FG, CEGA-16 Instrument FG, CEGA-16 Instrument 10-02-000-5002002 5002003 FG, CEGA 10x BUFFER FG, CEGA 10X Buffer 10-02-000-5002003 5002004 FG, CEGA-16 ARRAY 36cm FG, CEGA-16 Array 36 cm 10-02-000-5002004

Distribution Agreement 77

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5002005 CEGA RESERVOIR FOR BUFFER- FG, Reservoir for Buffer Water Waste 10-02-000-5002005 WATER-WASTE 5002006 CEGA RESERVOIR SEPTA FG, Reservoir Septa 10-02-000-5002006 5002007 CEGA-16 INSTRUMENT PQ PROTOCOL Instrument PQ Protocol, CEGA-16, US 10-01-000-5002007 IVD 5002010 FG, CEGA DATA COLLECTION FG, CEGA Data Collection Software v2.1 10-02-000-5002010 SOFTWARE v2.1 5002012 ARRAY CALIBRATION RULER FG, Array Calibration Ruler 10-02-000-5002012 5002013 96-WELL PLATE BASE FG, 96-Well Plate Base 10-02-000-5002013 5002014 96-WELL PLATE RETAINER FG, 96-Well Plate Retainer 10-02-000-5002014 5002015 96-WELL PLATE SEPTA FG, 96-Well Plate Septa 10-02-000-5002015 5002016 250 uL GLASS SYRINGE FG, 250 µL Glass Syringe 10-02-000-5002016 5002017 5.0mL GLASS SYRINGE FG, 5.0 mL Glass Syringe 10-02-000-5002017 5002023 Array Ferrule Sleeve PEEK FG, Array Ferrule Sleeve 10-02-000-5002023 5002027 CEGA-16 INSTRUMENT, COMPLETE FG, CEGA-16 Computer System 10-02-000-5002028 SYSTEM 5002028 CEGA-16 COMPUTER SYSTEM Not in system. Waiting UL labeling draft 10-01-000-5002028 approval for Cega instrument 5002030 FG, GENEMAPPER SOFTWARE v3.5.4 FG, GeneMapper Software v3.5.4 10-02-000-5002030 5002031 96-WELL REACTION PLATE FG, 96-Well Reaction Plate 10-02-000-5002031 5002033 SYRINGE O-RING FG, Syringe O-Ring 10-02-000-5002033 5002496 FG, CF Genotyping Assay, US IVD 2304 Kit FG, Cystic Fibrosis Genotyping Assay, US 10-02-000-5002496 IVD, 2304 Kit

DVT and DVT GPRs 5001566 FG, HYBRIDIZATION BUFFER, GPR FG, Hybridization Buffer, GPR 10-02-000-5001566 5001568 FG, SA-PE REAGENT, GPR FG, SA-PE Reagent, GPR 10-02-000-5001568 5001569 FG, LUMINEX PCR BUFFER, GPR FG, Luminex PCR Buffer, GPR 10-02-000-5001569 5002216 FG, Bead Mix 1, GPR FG, Bead Mix 1, GPR 10-02-000-5002216

5002594 FG, ASR Primers for Factor V Not in system. Being drafted. draft 10-02-000-5002594

5002595 FG, ASR Primers for Factor V R2 Not in system. Being drafted. draft 10-02-000-5002595

5002596 FG, ASR Primers for Factor II Not in system. Being drafted. draft 10-02-000-5002596

5002597 FG, ASR Primers for MTHFR 677 Not in system. Being drafted. draft 10-02-000-5002597

5002598 FG, ASR Primers for MTHFR 1298 Not in system. Being drafted. draft 10-02-000-5002598

5002599 FG, ASR Probes for Factor V A1 Not in system. Being drafted. draft 10-02-000-5002599

Distribution Agreement 78

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5002600 FG, ASR Probes for Factor V A2 Not in system. Being drafted. draft 10-02-000-5002600

5002601 FG, ASR Probes for Factor V R2 A1 Not in system. Being drafted. draft 10-02-000-5002601

5002602 FG, ASR Probes for Factor V R2 A2 Not in system. Being drafted. draft 10-02-000-5002602

5002603 FG, ASR Probes for Factor II A1 Not in system. Being drafted. draft 10-02-000-5002603

5002604 FG, ASR Probes for Factor II A2 Not in system. Being drafted. draft 10-02-000-5002604

5002605 FG, ASR Probes for MTHFR 677 A1 Not in system. Being drafted. draft 10-02-000-5002605

5002606 FG, ASR Probes for MTHFR 677 A2 Not in system. Being drafted. draft 10-02-000-5002606

5002607 FG, ASR Probes for MTHFR 1298 A1 Not in system. Being drafted. draft 10-02-000-5002607

5002608 FG, ASR Probes for MTHFR 1298 A2 Not in system. Being drafted. draft 10-02-000-5002608

Fragile X 5001609 FG, ASR PRIMERS FOR FMR1 FG, ASR Primers for FMR1 10-02-000-5001609 5001610 FG, ASR PRIMERS FOR GENDER FG, ASR Primers for Gender 10-02-000-5001610 5001611 FG, HIGH GC PCR BUFFER, GPR FG, High GC PCR Buffer, GPR 10-02-000-5001611 5001612 FG, TR PCR ENZYME MIX, GPR FG, TR PCR Enzyme Mix, GPR 10-02-000-5001612 5001613 FG, CLEANUP ENZYME MIX, GPR FG, CleanUp Enzyme Mix, GPR 10-02-000-5001613 5001640 FG, ROX 1000 SIZE STANDARD, GPR FG, ROX 1000 SIZE STANDARD, GPR 10-02-000-5001640

GPRs 4338113 FG, PCR Enzyme, 2 tubes FG, PCR Enzyme, 2 vials 10-02-000-4338113 4338114 FG, OLA Enzyme, 2 tubes FG, OLA Enzyme, 2 vials 10-02-000-4338114 4338116 FG, Diluent for Purified DNA, 1 btl FG, Diluent for Purified DNA, 1 btl 10-02-000-4338116 4338117 FG, Diluent for EDTA Blood, 1 btl FG, Diluent for EDTA Blood, 1 btl 10-02-000-4338117 4338118 FG, Matrix Std FAM-HEX-TAMRA-ROX FG, 3100 Matrix Std FAM-HEX-TAMRA- 10-02-000-4338118 ROX 4339080 FG, PCR Enzyme, 40 tubes FG, PCR Enzyme, 40 vials 10-02-000-4339080 4339081 FG, OLA Enzyme, 40 tubes FG, OLA Enzyme, 40 vials 10-02-000-4339081 4339085 FG, Diluent for Purified DNA, 20 btls FG, Diluent for Purified DNA, 20 btls 10-02-000-4339085

Distribution Agreement 79

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5000062 FG, Manganese Reagent, 2 tubes FG, Manganese Reagent, 2 Tubes 10-02-000-5000062 5000063 FG, Z05 DNA Polymerase GPR, 2 tubes FG, Z05 DNA Polymerase, 2 Tubes 10-02-000-5000063 5000290 FG, OLA-ROX Size Standard, 20 tubes FG, OLA-ROX Size Standard, 20 vials 10-02-000-5000290 5000291 FG, OLA-ROX Size Standard, 1 tube FG, OLA-ROX Size Standard, 1 vial 10-02-000-5000291 5001732 FG, URACIL-N-GLYCOSYLASE (UNG), FG, Uracil-N-Glycosylase (UNG) 10-02-000-5001732 GPR

ViroSeq 2.8 CE 5001500 IFU, VSEQ2.0 HIV 3100-2.8 CE, ENGLISH IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001500 v2.0 CE, English 5001501 IFU, VSeq2.0 HIV 3100-2.8 CE, French IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001501 v2.0 CE, French 5001502 IFU, VSeq2.0 HIV 3100-2.8 CE, German IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001502 v2.0 CE, German 5001503 IFU, VSeq2.0 HIV 3100-2.8 CE, Italian IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001503 v2.0 CE, Italian 5001504 IFU, VSeq2.0 HIV 3100-2.8 CE, Spanish IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001504 v2.0 CE, Spanish 5001505 IFU, VSeq2.0 HIV 3100-2.8 CE, Greek IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001505 v2.0 CE, Greek 5001506 IFU, VSeq2.0 HIV 3100-2.8 CE, Portuguese IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001506 v2.0 CE, Portuguese 5001507 IFU, VSeq2.0 HIV 3100-2.8 CE, Danish IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001507 v2.0 CE, Danish 5001508 IFU, VSeq2.0 HIV 3100-2.8 CE, Swedish IFU, 3100/3100-Avant ViroSeq HIV-1 10-01-000-5001508 v2.0 CE, Swedish 5002397 FG,VSeq HIV-1 Genotype Sys v2 Pack 1, CE ViroSeq HIV-1 Genotyping System v2.0 10-02-000-5002397 Pack 1, CE 5002398 FG,VSeq HIV-1 Genotype Sys v2 Pack 2, CE ViroSeq HIV-1 Genotyping System v2.0 10-02-000-5002398 Pack 2, CE 5002437 Software v2.8 ViroSeq HIV Genotype, CE Software v2.8 ViroSeq® HIV-1 10-01-000-5002437 Genotyping System, CE 5002486 IFU, ViroSeq 2.0 HIV 2.8 CE, CS Not in system, currently being translated. draft 10-01-000-5002486 Spec will be issued after translation 5002487 IFU, ViroSeq 2.0 HIV 2.8 CE, Norway Not in system, currently being translated. draft 10-01-000-5002487 Spec will be issued after translation

ViroSeq 2.8 IVD 5002427 FG,VSeq HIV-1 Genotype Sys v2 Pack 1, ViroSeq HIV-1 Genotyping System v2.0 10-02-000-5002427 IVD Pack 1, IVD 5002428 FG,VSeq HIV-1 Genotype Sys v2 Pack 2, ViroSeq HIV-1 Genotyping System v2.0 10-02-000-5002428 IVD Pack 2, IVD 5002439 ViroSeq HIV-1 GT Sys Software v2.8, IVD Software v2.8 ViroSeq® HIV-1 10-01-000-5002439 Genotyping System, IVD 5002441 FG, 3100/3100Avant OM, VS HIV-1 v2, IVD ViroSeq HIV-1 Genotyping System v2.0 10-01-000-5002441 Operators Manual for 3100/3100-Avant, IVD

Distribution Agreement 80

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Generic Software 5001672 FG, GT CALLER ID SOFTWARE v1.2 Genotype Caller ID v1.2 Software and 10-01-000-5001672 Users Guide

HIV Integrase 5002720 FG, ViroSeq HIV-1 Integrase Kit RUO Not in system. Being drafted. draft 10-02-000-5002720 5002721 FG, ViroSeq PCR Cleanup Reagent, GPR Not in system. Being drafted. draft 10-02-000-5002721 5002722 FG, ViroSeq Sample Prep, Integrase (RUO) Not in system. Being drafted. draft 10-02-000-500272

HLA ASR 09K59-01 AlleleSEQR HLA-A SBT Pack ASR (25) QC Record #5 - Finished Goods DCR#022-08 09K59-02 AlleleSEQR HLA-A SBT (ASR 100) QC Record #5 - Finished Goods DCR#022-08 09K59-10 A2F98A, ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-11 A2F98A; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-13 A2F98T; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-14 A2F98T; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-16 A2F144A; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-17 A2F144A; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-19 A2F261C; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-20 A2F261C; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-22 A2R311T; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-23 A2R311T; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes

Distribution Agreement 81

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 09K59-25 A3F363A; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-26 A3F363A; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-28 A3F363G; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-29 A3F363G; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-31 A3F414C; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-32 A3F414C; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-34 A2F203G; ASR 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K59-35 A2F203G; ASR 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-01 AlleleSEQR HLA-B SBT Pack ASR (25) QC Record #5 - Finished Goods DCR#022-08 09K60-02 AlleleSEQR HLA-B SBT (ASR 100) QC Record #5 - Finished Goods DCR#022-08 09K60-10 B2F106A; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-11 B2F106A; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-13 B2F144C; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-14 B2F144C; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-16 B2F206C; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-17 B2F206C; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-19 B2R311T; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-20 B2R311T; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-22 B3F357C; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes

Distribution Agreement 82

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 09K60-23 B3F357C; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-25 B3F357G; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-26 B3F357G; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-28 B3R559A; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-29 B3R559A; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-31 B3R603G; ASR 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K60-32 B3R603G; ASR 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-01 AlleleSEQR HLA-C SBT Pack ASR (25) QC Record #5 - Finished Goods DCR#022-08 09K61-02 AlleleSEQR HLA-C SBT (ASR 100) QC Record #5 - Finished Goods DCR#022-08 09K61-03 AlleleSEQR HLA-C Plus SBT Pck ASR QC Record #5 - Finished Goods DCR#022-08 09K61-04 AlleleSEQR HLA-C Plus SBT Pck ASR QC Record #5 - Finished Goods DCR#022-08 09K61-10 C2F105T; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-11 C2F105T; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-13 C2F142G; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-14 C2F142G; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-16 C2F176G; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-17 C2F176G; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-19 C3F361T; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-20 C3F361T; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-22 C3R368C; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 09K61-23 C3R368C; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-25 C3R486G; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-26 C3R486G; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-28 C3R539T; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-29 C3R539T; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-31 C3R559A; ASR 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-32 C3R559A; ASR 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K61-61 AlleleSEQR HLA-C Plus Exon1R Seq QC Record #5 - Finished Goods DCR#022-08 Mix;ASR 09K61-63 AlleleSEQR HLA-C Plus Exon5F Seq QC Record #5 - Finished Goods DCR#022-08 Mix;ASR 09K61-65 AlleleSEQR HLA-C Plus Exon6F Seq QC Record #5 - Finished Goods DCR#022-08 Mix;ASR 09K61-67 AlleleSEQR HLA-C Plus Exon7F Seq QC Record #5 - Finished Goods DCR#022-08 Mix;ASR 09K61-69 AlleleSEQR HLA-C Plus Exon7R Seq QC Record #5 - Finished Goods DCR#022-08 Mix;ASR 09K62-01 AlleleSEQR DRB1 SBT Pack ASR (25) QC Record #5 - Finished Goods DCR#022-08 09K62-02 AlleleSEQR DRB1 SBT Pack ASR (100) QC Record #5 - Finished Goods DCR#022-08 09K62-10 R2F124C; ASR 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-11 R2F124C; ASR 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-13 R2F124T; ASR 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-14 R2F124T; ASR 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-16 R2F197A; ASR 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-17 R2F197A; ASR 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-19 R2R256A; ASR 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 09K62-20 R2R256A; ASR 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-22 R2R286A; ASR 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K62-23 R2R286A; ASR 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K63-01 AlleleSEQR DQB1 SBT Pack ASR (25) QC Record #5 - Finished Goods DCR#022-08 09K63-02 AlleleSEQR DQB1 SBT (ASR 100) QC Record #5 - Finished Goods DCR#022-08 09K63-10 Q2F134C; ASR 25 Product QC - HLA-DQB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K63-11 Q2F134C; ASR 100 Product QC - HLA-DQB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-01 AlleleSEQR DPB1 SBT Pack ASR (25) QC Record #5 - Finished Goods DCR#022-08 09K64-02 AlleleSEQR DPB1 SBT (ASR 100) QC Record #5 - Finished Goods DCR#022-08 09K64-10 P2F194C; ASR 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-11 P2F194C; ASR 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-13 P2R251A; ASR 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-14 P2R251A; ASR 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-16 P2R292A; ASR 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-17 P2R292A; ASR 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-19 P2R313G; ASR 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K64-20 P2R313G; ASR 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 09K65-01 AlleleSEQR HLA-A2 GSA Pack ASR (25) QC#5 F1002 DCR#175-05 09K66-01 AlleleSEQR HLA-B GSA Pack ASR (25) QC#5 F2001-2005 DCR#192-05 09K67-01 AlleleSEQR DRB GSA Pack ASR (25) QC#5 F4101-4110 DCR#192-05 09K68-01 AlleleSEQR DRB GSSP Pack ASR (10) QC#5 F4421-4428 DCR#192-05

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document HLA CE 5002699 FG, Alleleseqr Combikit-100, HLA-A not in system. Being drafted no document numbers assigned 5002700 FG, Alleleseqr Combikit-100, HLA-B not in system. Being drafted no document numbers assigned 5002701 FG, Alleleseqr Combikit-100, HLA-C not in system. Being drafted no document numbers assigned 5002702 FG, Alleleseqr Combikit-100, HLA-DRB not in system. Being drafted no document numbers assigned 5002703 IFU, Alleleseqr Combikit-100, HLA CE not in system. Being drafted no document numbers assigned 6L58-01 AlleleSEQR DRB1,3,4,5 CE (25) QC#5 DRB1/3/4/5 DCR#311-07 8K60-01 Allele SEQR HLA-A PCR/Sequencing Kit QC Record #5 - Finished Goods DCR#022-08 8K60-03 AlleleSEQR HLA-A SBT CE 100 QC Record #5 - Finished Goods DCR#022-08 8K60-10 A2F98A; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-11 A2F98A; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-13 A2F98T; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-14 A2F98T;CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-16 A2F144A; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-17 A2F144A; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-19 A2F261C; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-20 A2F261C; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-22 A2R311T; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-23 A2R311T; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-25 A3F363A; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8K60-26 A3F363A; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-28 A3F363G; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-29 A3F363G; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-31 A3F414C; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-32 A3F414C; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-34 A2F203G; CE 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K60-35 A2F203G; CE 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-01 AlleleSEQR HLA-B SBT (CE 25) QC Record #5 - Finished Goods DCR#022-08 8K61-03 AlleleSEQR HLA-B SBT (CE 100) QC Record #5 - Finished Goods DCR#022-08 8K61-10 B2F106A; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-11 B2F144C; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-13 B2F144C; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-14 B2F144C; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-16 B2F206C; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-17 B2F206C; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-19 B2R311T; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-20 B2R311T; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-22 B3F357C; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-23 B3F357C; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8K61-25 B3F357G; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-26 B3F357G; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-28 B3R559A; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-29 B3R559A; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-31 B3R603G; CE 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K61-32 B3R603G; CE 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-01 AlleleSEQR HLA-C SBT (CE 25) QC Record #5 - Finished Goods DCR#022-08 8K62-02 AlleleSEQR HLA-C Plus SBT (CE 25) QC Record #5 - Finished Goods DCR#022-08 8K62-03 AlleleSEQR HLA-C SBT (CE 100) QC Record #5 - Finished Goods DCR#022-08 8K62-04 AlleleSEQR HLA-C Plus SBT (CE 100) QC Record #5 - Finished Goods DCR#022-08 8K62-10 C2F105T; CE 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-11 C2F105T; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-13 C2F142G; CE25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-14 C2F142G; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-16 C2F176G; CE 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-17 C2F176G; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-19 C3F361T; CE 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-20 C3F361T; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-22 C3R368C; CE 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-23 C3R368C; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8K62-25 C3R486G; CE 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-26 C3R486G; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-28 C3R539T; CE 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-29 C3R539T; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-31 C3R559A; CE 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-32 C3R559A; CE 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K62-61 AlleleSEQR HLA-C Plus Exon1R Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-62 AlleleSEQR HLA-C Plus Exon1R Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-63 AlleleSEQR HLA-C Plus Exon5F Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-64 AlleleSEQR HLA-C Plus Exon5F Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-65 AlleleSEQR HLA-C Plus Exon6F Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-66 AlleleSEQR HLA-C Plus Exon6F Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-67 AlleleSEQR HLA-C Plus Exon7F Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-68 AlleleSEQR HLA-C Plus Exon7F Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-69 AlleleSEQR HLA-C Plus Exon7R Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K62-70 AlleleSEQR HLA-C Plus Exon7R Seq Mix; QC Record #5 - Finished Goods DCR#022-08 CE 8K63-01 AlleleSEQR DRB1 SBT (CE 25) QC Record #5 - Finished Goods DCR#022-08 8K63-03 AlleleSEQR DRB1 SBT (CE 100) QC Record #5 - Finished Goods DCR#022-08 8K63-10 R2F124C; CE 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-11 R2F124C; CE 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-13 R2F124T; CE 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-14 R2F124T; CE 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-16 R2F197A; CE 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-17 R2F197A; CE 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8K63-19 R2R256A; CE 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-20 R2R256A; CE 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-22 R2R286A; CE 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K63-23 R2R286A; CE 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K64-01 AlleleSEQR DQB1 SBT (CE 25) QC Record #5 - Finished Goods DCR#022-08 8K64-03 AlleleSEQR DQB1 SBT (CE 100) QC Record #5 - Finished Goods DCR#022-08 8K64-10 Q2F134C; CE 25 Product QC - HLA-DQB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K64-11 Q2F134C; CE 100 Product QC - HLA-DQB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-01 AlleleSEQR DPB1 SBT (CE 25) QC Record #5 - Finished Goods DCR#022-08 8K65-03 AlleleSEQR DPB1 SBT (CE 100) QC Record #5 - Finished Goods DCR#022-08 8K65-10 P2F194C; CE 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-11 P2F194C; CE 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-13 P2R251A; CE 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-14 P2R251A; CE 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-16 P2R292A; CE 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-17 P2R292A; CE 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-19 P2R313G; CE 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K65-20 P2R313G; CE 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K68-01 AlleleSEQR DRB1 GSA CE (25) QC#5 F4101-4110 DCR#192-05

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document HLA GPR 09K58-01 AlleleSEQR HLA Core Reagent Pack (25) QC Record #5 - Finished Goods DCR#022-08 09K58-02 AlleleSEQR HLA Core Reagent Pack (100) QC Record #5 - Finished Goods DCR#022-08

HLA RUO 7K38-01 AlleleSEQR HLA-A SBT (RUO) QC Record #5 - Finished Goods DCR#022-08 7K38-10 A2F98A; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-11 A2F98A; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-13 A2F98T; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-14 A2F98T; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-16 A2F144A; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-17 A2F144A; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-19 A2F261C; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-20 A2F261C; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-22 A2R311T; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-23 A2R311T; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-25 A3F363A; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-26 A3F363A; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-28 A3F363G; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-29 A3F363G; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-31 A3F414C; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7K38-32 A3F414C; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-34 A2F203G; RUO 25 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K38-35 A2F203G; RUO 100 Product QC - HLA-A Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-01 AlleleSEQR HLA-B SBT (RUO) QC Record #5 - Finished Goods DCR#022-08 7K39-10 B2F106A; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-11 B2F106A;RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-13 B2F144C; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-14 B2F144C; RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-16 B2F206C; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-17 B2F206C; RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-19 B2R311T; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-20 B2R311T; RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-22 B3F357C; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-23 B3F357C; RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-25 B3F357G; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-26 B3F357G; RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-28 B3R559A; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-29 B3R559A; RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7K39-31 B3R603G; RUO 25 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K39-32 B3R603G; RUO 100 Product QC - HLA-B Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-01 AlleleSEQR HLA-C SBT (RUO) QC Record #5 - Finished Goods DCR#022-08 7K40-03 AlleleSEQR HLA-C Plus SBT (RUO 25) QC Record #5 - Finished Goods DCR#022-08 7K40-10 C2F105T; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-11 C2F105T; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-13 C2F142G; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-14 C2F142G; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-16 C2F176G; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-17 C2F176G; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-19 C3F361T; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-20 C3F361T; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-22 C3R368C; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-23 C3R368C; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-25 C3R486G; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-26 C3R486G; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-28 C3R539T; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-29 C3R539T; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-31 C3R559A; RUO 25 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes

Distribution Agreement 93

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7K40-32 C3R559A; RUO 100 Product QC - HLA-C Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K40-61 C Plus Exon 1 Reverse Sequencing Mix QC Record #5 - Finished Goods DCR#022-08 7K40-63 C Plus Exon 5 Forward Sequencing Mix QC Record #5 - Finished Goods DCR#022-08 7K40-65 C Plus Exon 6 Forward Sequencing Mix QC Record #5 - Finished Goods DCR#022-08 7K40-67 C Plus Exon 7 Forward Sequencing Mix QC Record #5 - Finished Goods DCR#022-08 7K40-69 C Plus Exon 7 Reverse Sequencing Mix QC Record #5 - Finished Goods DCR#022-08 7K41-01 AlleleSEQR DRB1 SBT (RUO) QC Record #5 - Finished Goods DCR#022-08 7K41-02 AlleleSEQR DRB1 SBT (RUO 100) QC Record #5 - Finished Goods DCR#022-08 7K41-10 R2F124C; RUO 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-11 R2F124C; RUO 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-13 R2F124T; RUO 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-14 R2F124T; RUO 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-16 R2F197A; RUO 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-17 R2F197A; RUO 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-19 R2R256A; RUO 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-20 R2R256A; RUO 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-22 R2R286A; RUO 25 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K41-23 R2R286A; RUO 100 Product QC - HLA-DRB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K42-01 AlleleSEQR DQB1 SBT (RUO) QC Record #5 - Finished Goods DCR#022-08 7K42-10 Q2F134C; RUO 25 Product QC - HLA-DQB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K42-11 Q2F134C; RUO 100 Product QC - HLA-DQB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-01 AlleleSEQR DPB1 SBT (RUO) QC Record #5 - Finished Goods DCR#022-08

Distribution Agreement 94

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7K43-10 P2F194C; RUO 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-11 P2F194C; RUO 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-13 P2R251A; RUO 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-14 P2R251A; RUO 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-16 P2R292A; RUO 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-17 P2R292A; RUO 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-19 P2R313G; RUO 25 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 7K43-20 P2R313G; RUO 100 Product QC - HLA-DPB1 Ambiguity DCR#400-08 Resolution Sequencing Mixes 8K66-01 AlleleSEQR HLA-A2 GSA (RUO) QC#5 F1002 DCR#175-05 8K67-01 AlleleSEQR HLA-B GSA RUO QC#5 F2001-2005 DCR#192-05 8K69-01 AlleleSEQR DRB1 GSSP RUO (10) QC#5 F4421-4428 DCR#192-05

Distribution Agreement 95

DISTRIBUTION COUNTRIES

[*]

Distribution Agreement 96

PROJECT PLANS AND SCHEDULES FOR CELERA DEVELOPMENT PRODUCTS

[*]

Distribution Agreement 97

EXAMPLE OF ACTUAL PURCHASE PRICE PROTECTION CALCULATION FOR CELERA PRODUCT GROUP [*]

Distribution Agreement 98

LONG LEAD PRODUCTS

VSeq HIV-1 Genotype Sys v2 Pack 1, CE (Celera PN 5002397) 90 Days

VSeq HIV-1 Genotype Sys v2 Pack 1, IVD (Celera PN 5002427) 90 Days

Distribution Agreement 99

CELERA TRADEMARKS

ViroSeq AlleleSEQR Atria Genetics Atria Celera

Distribution Agreement 100

ALTERNATIVE DISPUTE RESOLUTION

The Parties recognize that a bona fide dispute as to certain matters may arise from time to time during the Term of this Agreement that relates to either Partys rights and/or obligations. To have such a dispute resolved by this Alternative Dispute Resolution (ADR) provision, a Party first must send written notice of the dispute to the other Party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to days in this ADR provision are to calendar days). All negotiations pursuant to this clause are confidential and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the Parties fail to meet within such twenty-eight (28) days, either Party may initiate an ADR proceeding as provided herein. The Parties will have the right to be represented by counsel in such a proceeding.

1. To begin an ADR proceeding, a Party will provide written notice to the other Party of the issues to be resolved by ADR. Within fourteen (14) days after its receipt of such notice, the other Party may, by written notice to the Party initiating the ADR, add additional issues to be resolved within the same ADR.

2. Within twenty-one (21) days following receipt of the original ADR notice, the Parties will select a mutually acceptable neutral to preside in the resolution of any disputes in this ADR proceeding. If the Parties are unable to agree on a mutually acceptable neutral within such period, either Party may request the President of the CPR Institute for Dispute Resolution (CPR), 366 Madison Avenue, 14th Floor, New York, New York 10017, to select a neutral pursuant to the following procedures: (a) The CPR will submit to the Parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vita for each candidate. No candidate will be an employee, director, or shareholder of either Party or any of their subsidiaries or affiliates.

(b) Such list will include a statement of disclosure by each candidate of any circumstances likely to affect his or her impartiality.

(c) Each Party will number the candidates in order of preference (with the number one (1) signifying the greatest preference) and will deliver the list to the CPR within seven (7) days following receipt of the list of candidates. If a Party believes a conflict of interest exists regarding any of the candidates, that Party will provide a written explanation of the conflict to the CPR along with its list showing its order of preference for the candidates. Any Party failing to return a list of preferences on time will be deemed to have no order of preference.

Distribution Agreement 101

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) If the Parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR immediately will designate as the neutral the candidate for whom the Parties collectively have indicated the greatest preference. If a tie should result between two candidates, the CPR may designate either candidate. If the Parties collectively have identified three (3) or more candidates deemed to have conflicts, the CPR will review the explanations regarding conflicts and, in its sole discretion, may either (i) immediately designate as the neutral the candidate for whom the Parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in subparagraphs 2(a)2(d) will be repeated.

3. No earlier than twenty-eight (28) days or later than fifty-six (56) days after selection, the neutral will hold a hearing to resolve each of the issues identified by the Parties. The ADR proceeding will take place at a location agreed upon by the Parties. If the Parties cannot agree, the neutral will designate a location other than the principal place of business of either Party or any of their subsidiaries or affiliates.

4. At least seven (7) days prior to the hearing, each Party will submit the following to the other Party and the neutral: (a) a copy of all exhibits on which such Party intends to rely in any oral or written presentation to the neutral;

(b) a list of any witnesses such Party intends to call at the hearing, and a short summary of the anticipated testimony of each witness;

(c) a proposed ruling on each issue to be resolved, together with a request for a specific damage award or other remedy for each issue. The proposed rulings and remedies will not contain any recitation of the facts or any legal arguments and will not exceed one (1) page per issue.

(d) a brief in support of such Partys proposed rulings and remedies, provided that the brief will not exceed twenty (20) pages. This page limitation will apply regardless of the number of issues raised in the ADR proceeding.

Except as expressly set forth in subparagraphs 4(a)4(d), no discovery will be required or permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents.

5. The hearing shall be conducted on two (2) consecutive days and will be governed by the following rules: (a) Each Party will be entitled to five (5) hours of hearing time to present its case. The neutral will determine whether each Party has had the five (5) hours to which it is entitled.

Distribution Agreement 102

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Each Party will be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. Cross-examination of witnesses will occur immediately after their direct testimony, and cross-examination time will be charged against the Party conducting the cross-examination.

(c) The Party initiating the ADR will begin the hearing and, if it chooses to make an opening statement, will address not only issues it raised but also any issues raised by the responding Party. The responding Party, if it chooses to make an opening statement, also will address all issues raised in the ADR. Thereafter, the presentation of regular and rebuttal testimony and documents, other evidence, and closing arguments will proceed in the same sequence.

(d) Except when testifying, witnesses will be excluded from the hearing until closing arguments.

(e) Settlement negotiations, including any statements made therein, will not be admissible under any circumstances. Affidavits prepared for purposes of the ADR hearing also will not be admissible. As to all other matters, the neutral will have sole discretion regarding the admissibility of any evidence.

6. Within seven (7) days following completion of the hearing, each Party may submit to the other Party and the neutral a post-hearing brief in support of its proposed rulings and remedies, provided that such brief will not contain or discuss any new evidence and will not exceed ten (10) pages. This page limitation will apply regardless of the number of issues raised in the ADR proceeding.

7. The neutral will rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling will adopt in its entirety the proposed ruling and remedy of one of the Parties on each disputed issue but may adopt one Partys proposed rulings and remedies on some issues and the other Partys proposed rulings and remedies on other issues. The neutral will not issue any written opinion or otherwise explain the basis of the ruling. 8. The neutral will be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing Party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, will be paid as follows: (a) If the neutral rules in favor of one Party on all disputed issues in the ADR, the losing Party will pay 100% of such fees and expenses.

Distribution Agreement 103

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) If the neutral rules in favor of one Party on some issues and the other Party on other issues, the neutral will issue with the rulings a written determination as to how such fees and expenses will be allocated between the Parties. The neutral will allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the ADR, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses.

9. The rulings of the neutral and the allocation of fees and expenses will be binding, non-reviewable, and non-appealable, and may be entered as a final judgment in any court having jurisdiction.

10. Except as provided in paragraph 9 or as required by law, the existence of the dispute, any settlement negotiations, the ADR hearing, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the rulings will be deemed Confidential Information. The neutral will have the authority to impose sanctions for unauthorized disclosure of Confidential Information.

Distribution Agreement 104

ROYALTY AGREEMENT

This Royalty Agreement (Agreement), effective as of the first (1st) day of October, 2008 (Effective Date), is by and between Celera Corporation, a Delaware corporation, having its principal office at 1401 Harbor Bay Parkway, Alameda, CA 94502 (Celera) and Abbott Laboratories, an Illinois corporation, having its principal office at 100 Abbott Park Road, Abbott Park, IL 60064 (Abbott).

Recitals

WHEREAS, Abbott and Celera (as assignee of Applera Corporation and corporate parent of Celera Diagnostics LLC) are parties to a Restated Strategic Alliance Agreement effective as of January 9, 2006 (Alliance Agreement) which is directed to a collaborative program for the discovery, research, development and commercialization worldwide of novel molecular in vitro diagnostic products and diagnostic testing services;

WHEREAS, concurrently with this Agreement, Abbott Molecular Inc. (AMI), a wholly-owned subsidiary of Abbott, and Celera are executing a Distribution Agreement (the Distribution Agreement) pursuant to which Celera will manufacture and supply to AMI the Celera Products (as defined below) and under which Celera has appointed AMI as the exclusive distributor of such Celera Products; and

WHEREAS, Abbott and Celera now wish to terminate the Alliance Agreement, including all provisions of the Alliance Agreement that by their terms otherwise would survive termination for any reason, effective as of the Effective Date subject to the terms and conditions set forth in this Agreement;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and upon the terms and subject to the conditions set forth below, Abbott and Celera hereby agree as follows:

Article 1. DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, the following words and phrases, whenever capitalized in this Agreement, will have the following meanings: 1.1 Affiliate means, with respect to any person or entity, any other person or entity, which controls, is controlled by or is under common control with such person or entity. For purposes of this definition, a person or entity is in control of an entity if it owns or controls more than fifty percent (50%) of the equity securities of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority), or otherwise has the power to control the management and policies of such other entity. An entity only retains the rights and is subject to the obligations of an Affiliate for so long as such entity continues to satisfy the definition in this Section 1.1. 1.2 Agreement Instrument means any Instrument except for existing and future systems useful in any part of in situ hybridization (including Fluorescence In Situ Hybridization), and any and all systems to the extent used in the Decentralized Market. 1.3 Alliance means the cooperative arrangement created by the Alliance Agreement. 1.4 AMI Instrument means any m2000rt Instrument or m2000sp Instrument sold, leased or placed under a RAP contract by or for AMI or its Affiliates. 1.5 AMI Product means any Molecular Diagnostic Product (as defined below) listed on Appendix 1.5 that: (a) is made by or for AMI or its Affiliates or acquired by AMI or its Affiliates from a source other than Celera; and (b) addresses the Product Indication using the associated Platform Technology (as hereinafter defined) listed on Appendix 1.5. AMI Products include Upgrades thereof that are first Commercialized after the Effective Date. In no event will any of the following be considered an AMI Product: (i) a Molecular Diagnostic Product to the extent Commercialized in the Decentralized Market; (ii) a Molecular Diagnostic Product Commercialized for use on a Platform Technology other than that listed on Appendix 1.5 addressing the Product Indication listed on Appendix 1.5 of such Molecular Diagnostic Product; or (iii) any existing or future diagnostic product using in situ hybridization (including Fluorescence In Situ Hybridization). 1.6 Analyte means an individual nucleic acid sequence which is the target of quantitative or qualitative measurement.

Royalty Agreement 2

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.7 Calendar Quarter means each three (3) month period ending on March 31, June 30, September 30 and December 31 during the Term (as defined below). 1.8 Celera Development Product means a Celera Product under development by Celera as of the Effective Date. The Parties agree that there are [*] Celera Development Products, addressing the following Product Indications using the associated Platform Technology listed on Exhibit 1.10: [*]. 1.9 Celera Pipeline Product means a Molecular Diagnostic Product that, as of the Effective Date, had been at least partially funded by the Parties in the Alliance, has not been developed or Commercialized by Celera or its Affiliates, and is not currently under development by Celera or its Affiliates. The Parties agree there is only one Celera Pipeline Product, which is [*]. 1.10 Celera Product means any Molecular Diagnostic Product listed on Appendix 1.10 that: (a) is or will be manufactured by or for Celera or its Affiliates, and (b) addresses the Product Indication using the associated Platform Technology listed on Appendix 1.10. In no event will either of the following be considered a Celera Product: (a) a Molecular Diagnostic Product to the extent Commercialized in the Decentralized Market; or (b) a Molecular Diagnostic Product Commercialized for use on a Platform Technology other than that listed on Appendix 1.10 addressing the Product Indication listed on Appendix 1.10 of such Molecular Diagnostic Product. Celera Products include Upgrades thereof that are first Commercialized after the Effective Date. 1.11 Celera Service means diagnostic testing service Commercialized by Celera or its Affiliates that uses [*]. 1.12 CE Mark means a symbol indicating that a product complies with the applicable European laws and/or Directives (including but not limited to the IVD Directive) and is in conformity to the legal requirements of the European Union Directives with respect to safety, health, environment, and consumer protection and can be marketed in the European Union. 1.13 Commercialize and cognates thereof mean the sale, transfer or promotion of a product or diagnostic testing service to a Third Party for cash or other consideration or the sale or transfer of a product to an Affiliate for use by such Affiliate in performing a diagnostic testing service. 1.14 Combination Product means a Molecular Diagnostic Product that, as sold, is bundled or otherwise combined with one (1) or more other diagnostic products that have independent diagnostic utility and that are not Products.

Royalty Agreement 3

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.15 Competing Product means [*]. In no event will any of the following be considered a Competing Product: [*]. 1.16 Competing Service means [*]. A Competing Service does not include [*]. 1.17 Confidential Information means the terms of this Agreement and all other information disclosed in writing by one Party to the other pursuant to this Agreement and identified as CONFIDENTIAL, as well as information disclosed orally and identified as Confidential at the time of disclosure, but only to the extent such oral disclosure is reduced to writing, identified as CONFIDENTIAL and provided to the other Party within thirty (30) days after oral disclosure. Confidential Information does not include any such information which: (a) is known to the receiving Party before receipt thereof under this Agreement, as evidenced by the receiving Partys written records, except that any information defined as Confidential Information under the Alliance Agreement will remain Confidential Information hereunder; or (b) is disclosed to the receiving Party without restriction by a Third Party lawfully in possession of such information and not under an obligation of nondisclosure; or (c) is or becomes part of the public domain through no breach of this Agreement; or (d) is independently developed by or for the receiving Party without reference to Confidential Information of the other Party, as evidenced by such receiving Partys written records. 1.18 Cumulative Past Amount means the balance of cumulative past amounts received from the Alliance as of the Effective Date as determined pursuant to Section 9.3 of the Alliance Agreement. 1.19 Decentralized Market means markets for the sale and use of amplification systems and reagents with random access testing or Stat Testing (as defined below) capability developed and manufactured for use at Third Party sites; provided, an m2000rt Instrument with Stat Testing capability is specifically excluded from this definition. 1.20 Force Majeure Event means acts of God, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes or other labor trouble, or compliance with any law, order or regulation of any government entity, or any other circumstance outside the control of, but affecting performance of, a Party under this Agreement.

Royalty Agreement 4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.21 Fully Loaded Product Cost means, with respect to a Product, the fully-burdened costs actually and reasonably incurred by a Party to manufacture such Product, together with the packaging thereof, including the cost of materials, direct labor, quality control, and overhead (excluding royalties paid or payable to Third Parties), all as determined in accordance with such Partys standard accounting practices for other products it manufactures. 1.22 Fully Loaded Software Cost means with respect to Software, the fully-burdened full-time equivalent and related expenses actually and reasonably incurred by a Party to design, validate and verify such Software for use with a Product and/or an Agreement Instrument. 1.23 Internal Use means use of a Molecular Diagnostic Product by or for a Party for such Partys research, development or clinical activities that do not involve generation of revenue from use or sale of the Molecular Diagnostic Product. 1.24 Instrument means any hardware, Software, device, platform or any combination or component thereof, including any uniquely associated accessories and consumables, that facilitates or automates use of a Molecular Diagnostic Product. 1.25 IVD Directive means the In Vitro Diagnostic Directive 98-79-EC and any amendments thereto, governing in vitro diagnostic devices in the European Union. 1.26 m2000 Instruments means m2000rt Instruments, m2000sp Instruments and m3000sp Instruments. 1.27 m2000rt Instrument means the Instrument that is designated by AMI as of the Effective Date as m2000rt and any Similar Diagnostic Instrument (as defined below) that is distributed by AMI or its Affiliates. 1.28 m2000sp Instrument means the Instrument that is designated by AMI as of the Effective Date as m2000sp and any Similar Diagnostic Instrument that is distributed by AMI or its Affiliates. 1.29 m2000 Platform Technology means the real time PCR and sample preparation technology used on the m2000 Instruments. 1.30 m2000 Product Software means any Software that provides a specific interface between a Molecular Diagnostic Product, an m2000 Instrument and associated m2000 Software.

Royalty Agreement 5

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.31 m2000 Software means the Software that implements the m2000 Platform Technology, including any upgrades or updates thereto. 1.32 m3000sp Instrument means the Instrument as defined in the NPCD entitled [*] submitted by Abbott under the Alliance to the JRB on February 6, 2006, and any Similar Diagnostic Instrument that is distributed by AMI or its Affiliates. 1.33 Molecular Diagnostic Product means any product intended or designed for use on an Instrument for in vitro amplification, detection, quantification, extraction or sequencing of a nucleic acid in or from a human biological sample. 1.34 Net Sales means: (a) With respect to any Molecular Diagnostic Product or Instrument sold, leased or otherwise disposed of (excluding the transfer of an Instrument for RAP) by or for a Party or its Affiliate to a Third Party, the gross amount billed to such Third Party for such Product or Instrument, less the following Subsections (i)-(v) to the extent separately identified on an invoice, credit memo or debit memo to such Third Party: (i) credits, allowances, and discounts actually given to such Third Party and charge backs from the account of such Third Party for spoiled, damaged, out-dated, rejected or returned Molecular Diagnostic Products or Instruments; (ii) actual freight, postage, transportation and insurance costs incurred in delivering Molecular Diagnostic Products or Instruments to the extent billed to such Third Party; (iii) reasonable and customary cash, quantity and trade discounts actually given to such Third Party; (iv) sales, use, value-added and other direct taxes to the extent billed to such Third Party; and (v) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Molecular Diagnostic Products or Instruments to the extent billed to such Third Party. (b) With respect to a Third Party purchaser of Molecular Diagnostic Products or Instruments from a Party or an Affiliate thereof, in addition to the applicable deductions provided in Sections

Royalty Agreement 6

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.34(a)(i)-(v) for specific sales transactions, the Party may deduct from the total amount billed to such Third Party for such Molecular Diagnostic Products or Instruments in an applicable Calendar Quarter any Rebate Amount actually paid by the Party or its Affiliates to such Third Party during the applicable Calendar Quarter. (c) With respect to a Combination Product, Net Sales will be the amount billed for such Combination Product to the Third Party, less: the allowances and adjustments referred to in Sections 1.34(a)(i)-(v), multiplied by the fraction A/A+B, where A is the Net Sales of the Molecular Diagnostic Product or Instrument sold separately during the royalty period in question, and B is Net Sales of the other diagnostic products or instruments in the Combination Product sold separately during the royalty period in question. If there are no sales of the Molecular Diagnostic Product or Instrument or for the other diagnostic products or instruments during the royalty period in question, then for the purposes of calculating Net Sales, the Parties will discuss in good faith the relative values of Molecular Diagnostic Product or Instrument and the other diagnostic products or instruments so as to arrive at a fair allocation for Combination Products upon which to base the Net Sales thereof. (d) In the event a Party or its Affiliates provides a diagnostic testing service (other than Celera Service) addressing a Product Indication listed in Appendix 1.5 or 1.10 employing a Molecular Diagnostic Product that is not purchased from the other Party, or transfers a Molecular Diagnostic Product to an end user that is the Party itself or its Affiliate or to an end user that enjoys other than an arms-length relationship with one or more of the Party or its Affiliates, then: (i) Net Sales for such Molecular Diagnostic Product will equal an average of Net Sales for similar quantities of such Molecular Diagnostic Products sold to Third Parties during the twelve (12) months (or as many fewer months as such Molecular Diagnostic Products have been sold) preceding the transaction in the same geographic market. (ii) If information relating to the average specified in Section 1.34(c)(i) is unavailable, Net Sales for such Molecular Diagnostic Product will equal the published list price of such Molecular Diagnostic Product offered to Third Parties in such geographic market.

Royalty Agreement 7

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) For purposes of this Section 1.34, Instrument includes uniquely associated accessories and consumables, clicks, sample preparation/extraction reagents, instrument services and any other revenue-generating products as applicable pursuant to Section 4.1(d)(i), (ii) or (iii). 1.35 New m2000 Product means a Molecular Diagnostic Product that: (a) is designed to be used with Platform Technology of the m2000rt Instrument; and (b) is not a Product, a Competing Product or a Celera Pipeline Product. 1.36 New Seq Instrument means a sequencing Instrument using capillary electrophoresis Platform Technology and associated Software with such sequencing Instrument (hereinafter New Seq Instrument Software), if any, that bear a CE Mark and/ or are cleared or approved by the FDA as part of an IVD assay system or independently. 1.37 New Seq Product means a Molecular Diagnostic Product that is designed for use on a New Seq Instrument and is not a Product or Competing Product. 1.38 New Seq Product Software means any Software that provides a specific interface between a New Seq Product and a New Seq Instrument and associated New Seq Instrument Software, including any upgrades or updates thereto. 1.39 Other Platform Product means any Molecular Diagnostic Product that is not a Product and that (a) is (i) designed to detect the same Analyte as detected by any Product listed in Appendix 1.5 or 1.10, and (ii) intended to address the same Product Indication as any Product listed in Appendix 1.5 or 1.10; and (b) uses a Platform Technology different than that associated with the particular Product Indication listed in Appendix 1.5 or 1.10. In no event will any of the following be considered an Other Platform Product: (i) a Molecular Diagnostic Product to the extent Commercialized in the Decentralized Market; or (ii) any existing or future diagnostic product using in situ hybridization (including Fluorescence In Situ Hybridization). 1.40 Other Platform Service means a diagnostic testing service the practice of which requires use of an Other Platform Product. An Other Platform Service does not include a Celera Service, a Competing Service, or a diagnostic testing service (i) performed in the Decentralized Market; or (ii) a diagnostic testing service using in situ hybridization (including Fluorescence In Situ Hybridization). 1.41 Party means Abbott or Celera, and Parties means Abbott and Celera.

Royalty Agreement 8

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.42 Patent Rights means: (a) patent applications filed in any country; (b) all patents including supplemental protection certificates that have issued or in the future issue from any of the foregoing applications in (a), including, without limitation, utility models, design patents and certificates of invention; and (c) all divisionals, continuations, continuations-in-part, reissues, re-examination certificates, renewals, extensions or additions to any such patents and patent applications in (a) and (b). 1.43 Platform Technology means the mode of operation of an Instrument. 1.44 Product means a Celera Product or an AMI Product, as the context requires and Products means Celera Products, AMI Products or both, as the context requires. 1.45 Product Indication means the clinical utility, intended use or clinical information of a particular Molecular Diagnostic Product, including, for example, the Product Indications identified in Appendices 1.5 and 1.10. 1.46 RAP means a program for the Commercialization of Molecular Diagnostic Products in conjunction with an Instrument whereby the price for the Molecular Diagnostic Products includes the amortization cost or leasing cost of the Instrument, the cost of servicing the Instrument and/or other items of cost recovery in connection with supply and support of the Instrument. 1.47 Rebate Amount means an amount of money payable by a Party or its Affiliate to a Third Party end user that (a) is conditioned on such Third Party purchasing in a defined time period from the Party or its Affiliates a specified volume of Molecular Diagnostic Products or Instruments subject to this Agreement and (b) is required by a written agreement between the Party or its Affiliate and such Third Party. 1.48 Regulatory Approval means the technical, medical and scientific licenses, registrations, authorizations, clearances and approvals required for marketing or use of a Molecular Diagnostic Product (including, without limitation, approvals of CE Mark, Pre-Market Approval Applications, Investigational Device Exemptions, Biologic License Applications, Investigational New Drug Applications, 510k notices, pre- and post- approvals, pricing and Third Party reimbursement approvals, and labeling approvals and any supplements and amendments to any of such approvals) of any national, supra-national (e.g., the European Commission, the Council of the European Union, or the European Agency for the Evaluation of Medicinal Products), regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, necessary for the manufacture, distribution, marketing, promotion, offer for sale, use, import, export or sale of Products in a regulatory jurisdiction.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.49 Service Revenue means the gross revenue received by Celera or its Affiliates for Celera Services. 1.50 Similar Diagnostic Instrument means any Agreement Instrument that is developed and manufactured pursuant to quality system and good manufacturing practices regulations promulgated by FDA or comparable regulatory entities outside the United States and that differs from an m2000 Instrument only in a manner that does not constitute a significant change or modification as defined in 21 C.F.R. Section 807.81(a)(3)(i) and (ii) as in effect on the Effective Date, or (b) regardless of whether regulatory submissions would be required, differs from an m2000 Instrument (i) because of required changes or upgrades necessary to maintain manufacturability or functionality of the m2000 Instrument, or (ii) because of upgrades in Software that may expand functionality of the m2000 Instrument. 1.51 Software means computer programs. 1.52 Stat Testing means the performance of an individual diagnostic test on an Instrument without pre-scheduling use of the Instrument and which allows prioritization of the next sample. 1.53 Technology means conceptions, ideas, innovations, discoveries, inventions, processes, machines, biological materials, formulae, equipment, compositions of matter, improvements, enhancements, modifications, technological developments, know- how, show-how, methods, techniques, systems, designs, production systems and plans, Software, documentation, data, programs and information (irrespective of whether in human or machine-readable form) and works of authorship, whether or not patentable, copyrightable, or susceptible to any other form of legal protection. 1.54 Term has the meaning ascribed to it in Section 8.1. 1.55 Territory means the entire world. 1.56 Third Party means any individual, corporation, partnership, trust or other business or government organization or entity, and any other recognized organization or entity other than Abbott, AMI, Celera and their respective Affiliates. 1.57 Upgrade means a modified or improved Product for use on the same Platform Technology.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.58 [*] 1.59 Additional Defined Terms. The following terms are defined in the Sections indicated:

ABI Agreement Section 3.1 Abbott Indemnified Entities Section 10.1 Action Section 10.3 Adopted Celera License Section 4.2(a) ADR Section 11.7 Alliance Agreement Recital AMI Recital [*] Appendix 1.10 [*] Appendix 1.10 Celera Indemnified Entities Section 10.2 Claiming Party Section 10.3 Distribution Agreement Recital GAAP Section 4.5(a) [*] Section 1.9 Indemnifying Party Section 10.3 Liability Section 10.1 New Seq Instrument Software Section 1.36 Payee Section 4.5(a) Payor Section 4.5(a) Post-Distribution Agreement Period Section 2.2 Tecan Agreement Section 3.1 Terminated Party Section 8.4 Terminating Party Section 8.4 Third Party Royalties Section 4.2(c)

1.60 Rules of Construction. For the purposes of this Agreement: (a) In any provision, (i) including and include are not exclusive and are deemed to be followed by the words without limitation; (ii) herein or hereof refer to this Agreement; (iii) an accounting term not otherwise defined has the meaning assigned to it in accordance with accounting principles that are generally accepted in the United States of America; (iv) words in the singular include the plural and words in the plural include the singular; (v) reference to any gender includes the other gender; and (vi) any date specified for any action that is not a business day means the first business day after such date. (b) References to Articles and Sections without identifying a specific agreement will be deemed references to Articles and Sections of this Agreement. The captions of Articles and Sections are for convenience of reference only and will not be used in the interpretation of this Agreement.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) References to this Agreement will include any amendment made to this Agreement in accordance with the terms hereof, and will include any schedules, exhibits or other materials incorporated into this Agreement.

Article 2. Competing Products; New Platform Technology

2.1 Competing Products. So long as the Distribution Agreement is in effect, and in those countries in the Territory for which AMI is the exclusive distributor of Celera Products as provided in Sections 2.1(a)(i) and (ii) of the Distribution Agreement: (a) Except as provided in the Distribution Agreement, Celera and its Affiliates [*]; and (b) Except as provided in the Distribution Agreement, Abbott and its Affiliates [*]. (c) Other than as set forth in 2.1(a) and (b), [*]. 2.2 Post-Distribution Agreement Period. After the expiration or early termination of the Distribution Agreement and during the remainder of the Term (Post-Distribution Agreement Period): (a) Celera and its Affiliates [*]. (b) Abbott and its Affiliates [*]. (c) Celera and its Affiliates [*]. (d) Abbott and its Affiliates [*]. (e) Celera and its Affiliates [*]. 2.3 Other Platform Product or Other Platform Service. (a) In the event that Abbott or its Affiliates, directly or through a Third Party, Commercialize an Other Platform Product, Abbott will pay to Celera a royalty on Net Sales of any such Other Platform Product sold or otherwise distributed by or for Abbott or its Affiliates at the rates and for the periods set forth in Appendix 2.3 with respect to the Product Indication addressed by such Other Platform Product.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) In the event that Celera or its Affiliates, directly or through a Third Party, Commercialize an Other Platform Product, Celera will pay to Abbott a royalty on Net Sales of any such Other Platform Product sold or otherwise distributed by or for Celera or its Affiliates at the rates and for the periods set forth in Appendix 2.3 with respect to the Product Indication addressed by such Other Platform Product. (c) In the event that Abbott or its Affiliates directly Commercialize an Other Platform Service, Abbott will pay to Celera a royalty on Net Sales of the Other Platform Product used in such Other Platform Service, as determined pursuant to Section 1.34(d), sold or otherwise distributed by Abbott or its Affiliates at the rates and for the periods set forth in Appendix 2.3 with respect to the Product Indication addressed by such Other Platform Service. (d) In the event that Celera or its Affiliates directly Commercialize an Other Platform Service, Celera will pay to Abbott a royalty on Net Sales of the Other Platform Product used in such Other Platform Service, as determined pursuant to Section 1.34(d), sold or otherwise distributed by Celera or its Affiliates at the rates and for the periods set forth in Appendix 2.3 with respect to the Product Indication addressed by such Other Platform Service. 2.4 Decentralized Market. If a Party or its Affiliates, directly or through a Third Party, Commercializes a Product or Molecular Diagnostic Product in the Decentralized Market for the same Product Indication as any Product, such Party will pay to the other Party a royalty on the Net Sales of such Molecular Diagnostic Product sold or otherwise distributed by or for such Party or its Affiliates at the rates and for the periods specified in Appendix 2.4. 2.5 Celera Services. If Celera or a Celera Affiliate renders Celera Services, Celera will pay to Abbott a royalty on Service Revenue at the rates and for the periods specified in Appendix 2.5. For clarity, no royalty will be payable on such Molecular Diagnostic Products that are employed in the Celera Service. If Abbott becomes the distributor of [*] pursuant to the Distribution Agreement, then Celera will discontinue paying royalties on Service Revenue and will acquire such Molecular Diagnostic Product(s) from Abbott. To the extent such Molecular Diagnostic Product(s) was made available to AMI to distribute during the term of the Distribution Agreement, Celera will pay royalties to Abbott during the Post-Distribution Agreement Period on such Molecular Diagnostic Product(s) as a Celera Product pursuant to Section 4.1(i) or (j), as applicable.

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3.1 Support for m2000 Instrument. During the Post-Distribution Agreement Period and to the extent permitted by the [*] Supply Agreement dated [*], as amended, by and between Abbott and Applied Biosystems Inc. (ABI Agreement), Abbott and its Affiliates will continue to make available and support the m2000rt Instrument. During the Post-Distribution Agreement Period and to the extent permitted by the Supply Agreement dated [*], as amended, by and between Abbott and Tecan Trading AG (Tecan Agreement), Abbott and its Affiliates will continue to make available and support the m2000sp Instrument. In the event compliance with this Section 3.1 is inconsistent with either the ABI Agreement or the Tecan Agreement, Abbott will use commercially reasonable efforts to continue to make available and support the m2000 Instruments during the Term. If Abbott or its Affiliates at any time for any reason discontinues support for m2000 Instruments, thereafter Abbott and its Affiliates will take no action to prevent Celeras continued use of the m2000 Platform Technology. 3.2 m2000 Product Software Development. During the Post-Distribution Agreement Period: (a) Abbott will provide Celera with any modification, upgrade or update of the m2000 Software within sixty (60) days of its Commercialization for any m2000 Instrument. (b) Abbott will use commercially reasonable efforts to develop m2000 Product Software for any New m2000 Product at a cost to be reimbursed by Celera based on [*] for such Software development services. (c) For each New m2000 Product that Celera intends to Commercialize on a m2000 Instrument, Celera will provide Abbott with requirements for m2000 Product Software. Within [*] ([*]) days thereafter, Abbott will make a proposal to Celera, which proposal will include (i) a summary of expected Software modifications, (ii) the estimated cost to deliver validated Software including applicable items necessary for applicable approvals, (iii) a list of items Celera will be expected to supply, and (iv) a proposed delivery date and interim milestones. Within [*] ([*]) days after Celeras receipt of such proposal, the Parties will meet to discuss the proposal, including the time and cost estimates, reasonable variances from such estimates and project management issues. Not later than [*] ([*]) days after Celera receives such proposal, the Parties will either reach agreement on the proposed m2000 Product Software development or will not agree. If the Parties do not agree, they will refer the matter within [*] ([*]) days to an independent expert

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document selected by mutual agreement who specializes in Instrument Software development, for an assessment of the reasonableness of Abbotts proposal. (d) If the Parties agree on development of m2000 Product Software for a New m2000 Product, Abbott will develop the m2000 Product Software in accordance with such agreement and Celera will cooperate in such development. Absent separate agreement by the Parties, if costs or time exceed the agreed variance from the estimates: (i) due to a fault attributable to Abbott, Abbott will bear the excess costs and will credit against costs payable by Celera an amount proportional to the time delay; (ii) due to a fault attributable to Celera, Celera will bear the excess costs; or (iii) due to an unforeseen event and each Party has used its commercially reasonable efforts to effectuate such development according to their agreement, the Parties will share the excess costs equally. For the purpose of this Section 3.2(d)fault means any deviation from processes, deliverables or preconditions to be defined and agreed upon between the Parties for the development of m2000 Product Software for a New m2000 Product. (e) Abbott will provide support for any m2000 Product Software developed by it pursuant to this Section 3.2, including assistance with any applicable required update to applicable filings for Regulatory Approvals, modification of the m2000 Product Software as necessary with respect to any Upgrade of the associated New m2000 Product, and providing bug fixes in accordance with Abbotts regular practice. 3.3 m2000 Instrument Supply. During the Term, Abbott or its Affiliates will sell m2000rt and m2000sp Instruments, including all accessories, consumables, clicks, Software, sample preparation/extraction reagents, instrument service to Celera for use by Celera or its Affiliates and for re-sale, lease or placement to Celera customers at [*] plus any shipping or insurance costs incurred; and during the Term, Abbott or its Affiliates will sell the m3000sp Instrument to Celera for use by Celera or its Affiliates and for resale, lease or placement to Celera customers at Abbotts actual cost plus [*] percent ([*]%) plus any shipping or insurance costs incurred. Celera will be subject to and bound by all enforceable rights, limitations and restrictions with respect to sales or other distribution of m2000rt Instruments or any components thereof pursuant to the terms of the ABI Agreement, and prior to any such sales, Celera and Abbott will enter into a written agreement to such effect. Abbott will not be responsible for providing instrument service or support for any m2000 Instrument placed by Celera unless the customer has purchased an AMI Instrument service contract with Abbott, its Affiliate or Abbotts Third Party distributor.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.4 New Seq Instruments. During the Post-Distribution Agreement Period, Celera may, but is not obligated to, obtain Regulatory Approval for the New Seq Instrument in the United States and in other countries. Upon request from Abbott, Celera will sell New Seq Instruments to Abbott at Celeras actual cost plus [*] percent ([*]%) plus any shipping or insurance costs incurred. Abbott may choose, in its sole discretion, to place New Seq Instruments with customers. The Parties will negotiate in good faith Abbotts provision of instrument service and support for such New Seq Instruments, or training of Abbott personnel by Celera to provide same. 3.5 New Seq Software. (a) Abbott may request Celera to develop New Seq Product Software for an AMI Product that is a New Seq Product. Abbott will provide Celera with requirements for New Seq Product Software. Celera may elect not to develop the requested New Seq Product Software. If Celera agrees to develop the Software, within [*] days thereafter, Celera will make a proposal to Abbott, which proposal will include (i) a summary of expected Software modifications, (ii) the estimated cost to deliver validated Software including applicable items necessary for applicable approvals, (iii) a list of items Abbott will be expected to supply, and (iv) a proposed delivery date and interim milestones. Within [*] days after Abbotts receipt of such proposal, the Parties will meet to discuss the proposal, including the time and cost estimates, reasonable variances from such estimates, project management issues, and the price for such development services. If the Parties agree, Celera will use commercially reasonable efforts to develop such New Seq Product Software as agreed. (b) Celera will provide support for any New Seq Product Software developed by it pursuant to this Section 3.5, including assistance with any applicable required update to applicable filings for Regulatory Approvals, modification of the New Seq Product Software as necessary with respect to any Upgrade of the associated New Seq Product, and providing bug fixes in accordance with Celeras regular practice.

Article 4. Royalties

4.1 Royalty Payments between Parties. During the Term: (a) Each Party will pay royalties to the other Party as provided in Article 2. For the avoidance of doubt, in the event a Party renders any

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document diagnostic testing service employing a Product purchased from the other Party, no royalty will be payable on such Product or any service revenue. (b) Abbott will pay to Celera a royalty on Net Sales of AMI Products sold or otherwise distributed by or for Abbott or its Affiliates at the rates and for the periods specified in Appendix 4.1(b). (c) Other than [*], Abbott may identify any country in the Territory in which Abbotts gross margin for Net Sales of an AMI Product is less than [*] percent ([*]%) and in which Abbott wishes to expand sales of such AMI Product for reasons other than as an inducement to purchase other products in such country. Notwithstanding Section 4.1(b), the royalty payable by Abbott to Celera on such Net Sales of such AMI Product will not be more than [*] percent ([*]%) of Net Sales thereof sold in such country, provided that the not more than [*] percent ([*]%) royalty rate will not apply to sales of such AMI Product anywhere in the Territory that exceed [*] percent ([*]%) of total sales in the Territory of the same AMI Product during the same period. In the event Abbott elects to benefit from this Section 4.1(c), Abbott will submit a report as provided in Appendix 4.1(c) with each royalty report required by Section 4.4. (d) With respect to m2000 Instruments: (i) Abbott will pay to Celera a royalty on Net Sales of m2000 Instruments sold or otherwise distributed by or for Abbott or its Affiliates, including all accessories, consumables, clicks, Software, sample preparation/extraction reagents, instrument service and any other revenue-generating products associated with the m2000 Instruments at the rates and for the periods specified in Appendix 4.1(b), Tier II. The preceding sentence notwithstanding, Abbott will pay to Celera a royalty on Net Sales of the m3000sp Instrument, associated Software and instrument service agreements sold or otherwise distributed by or for Abbott or its Affiliates at the rates and for the periods specified in Appendix 4.1(b), Tier II multiplied by [*] percent ([*]). (ii) Celera will pay to Abbott a royalty on Net Sales of m2000 Instruments sold or otherwise distributed by or for Celera or its Affiliates, including all accessories, consumables, clicks, Software, sample preparation/extraction reagents, instrument service and any other revenue-generating products associated with the m2000 Instruments at the rates and for the periods specified in Appendix 4.1(b), Tier II. The

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document preceding sentence notwithstanding, Celera will pay to Abbott a royalty on Net Sales of the m3000sp Instruments and associated Software and instrument service agreements sold or otherwise distributed by or for Celera or its Affiliates at the rates and for the periods specified in Appendix 4.1(b), Tier II multiplied by [*] percent ([*]). (iii) For the avoidance of doubt, all accessories, consumables, sample preparation/extraction reagents, and any other revenue-generating products sold or otherwise distributed with or for m3000sp Instruments will bear royalties at the rates and for the periods specified in Appendix 4.1(b), Tier II. (e) Abbott will pay to Celera [*] percent ([*]%) of Net Sales by or for Abbott or its Affiliates of New m2000 Products not listed on Appendix 1.5. (f) Celera will pay to Abbott [*] percent ([*]%) of Net Sales by or for Celera or its Affiliates of New m2000 Products not listed on Appendix 1.10 if Abbott is not the distributor of such New m2000 Product. (g) If Celera, with Abbotts prior written consent, grants a license to a Third Party to Commercialize a diagnostic testing service for [*] during the Distribution Term, Celera will pay or cause to be paid to Abbott a royalty on Celeras license revenue at the rates set forth in Appendix 4.1(g). In addition, Celera will pay Abbott the same aforementioned royalty on Celeras license revenue of any existing Third Party licensees as of the Effective Date for [*]. (h) In the event Celera, its Affiliates or Third Party distributors Commercialize the Celera Pipeline Product pursuant to Section 2.14(c) of the Distribution Agreement, Celera will pay to Abbott a royalty on Net Sales of the Celera Pipeline Product sold or otherwise distributed by or for Celera or its Affiliates at the rates and for the periods specified in Appendix 4.1(h), if Abbott is not the distributor of the Celera Pipeline Product. (i) If Abbott terminates the Distribution Agreement pursuant to its terms and, as of the effective date of such termination Abbott has satisfied the Sales Minimum (as defined in the Distribution Agreement) for the Calendar Year of notice of such termination, Celera thereafter will pay to Abbott royalties on Net Sales of each Celera Product that Abbott distributed at the time the Distribution Agreement terminated, at the rates and for the time periods specified in Appendix 4.1(i). No royalties will be payable by Celera to Abbott under this Section after expiration of the time periods specified in Appendix 4.1(i).

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (j) If Celera terminates the Distribution Agreement pursuant to its terms and, as of the effective date of such termination Abbott has satisfied the Sales Minimum (as defined in the Distribution Agreement) for the Calendar Year of notice of such termination, Celera thereafter will pay to Abbott royalties on Net Sales of each Celera Product that Abbott distributed at the time the Distribution Agreement terminated, at the rates and for the time periods specified in Appendix 4.1(j). (k) If Celera discontinues a Specific Celera Product (as defined in the Distribution Agreement) pursuant to Section 4.7 of the Distribution Agreement, Celera will pay or cause to be paid to Abbott royalties on Net Sales of any such Specific Celera Product sold or otherwise distributed by or for Celera or its Affiliates or by the assignee of the Specific Celera Product at the rates and for the periods set forth in Appendix 4.1(k). (l) In the event Celera, its Affiliates or its Third Party distributors Commercialize a Celera Development Product pursuant to Section 2.14(a) of the Distribution Agreement, Celera will pay to Abbott a royalty on Net Sales of such Celera Development Product sold or otherwise distributed by or for Celera or its Affiliates at the rates and for the periods set forth in Appendix 4.1(k) for Group A Products, if Abbott is not the distributor of the Celera Development Product. (m) If the Parties agree that a Specific Celera Product is not competitive pursuant to Section 2.12 of the Distribution Agreement, Celera will pay or cause to be paid to Abbott royalties on Net Sales of any such Specific Celera Product sold or otherwise distributed by or for Celera or its Affiliates or by the assignee of the Specific Celera Product at the rates and for the periods set forth in Appendix 4.1(k). (n) If, as of the effective date of expiration or any termination of the Distribution Agreement, Abbott has not satisfied the Sales Minimum (as defined in the Distribution Agreement) for the Calendar Year of notice of such expiration or termination, Celera thereafter will pay no royalties on Net Sales of Celera Products. 4.2 Third Party Royalty Payments. (a) During the Term and to the extent allowed by the terms of the applicable Third Party agreement, Celera will identify to Abbott all

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document patent license agreements between Celera and a Third Party that are in effect as of the Effective Date and that apply to use or sale of any AMI Product. Such identification will include the applicable royalty terms and the countries and numbers of the patents licensed so that Abbott may determine, in its reasonable opinion, whether it prefers or needs such a license for any of the manufacture, use, sale, offer for sale, import and distribution of AMI Products. All such information shared pursuant to this Section 4.2(a) will be considered Confidential Information. Abbott will promptly notify Celera of any such license agreement that Celera should apply to AMI Products (Adopted Celera License). In the event Celera is required to pay and pays royalties to a Third Party under an Adopted Celera License for the use, sale or importation of an AMI Product, Abbott will reimburse Celera for such royalties Celera has paid pursuant to the procedures set forth in Sections 4.2(c) or 4.2(d); provided, however, that the royalties paid were due and payable under the Adopted Celera License because Celera reasonably believes the use or sale of the AMI Product is covered by a valid and unexpired claim of a patent subject to such Adopted Celera License, as determined by Celera. Celera will notify Abbott when an Adopted Celera License expires or is otherwise terminated. Abbott may notify Celera at any time Abbott believes it no longer needs the benefit of the Adopted Celera License after which notification Abbott will no longer be liable to Celera under this provision. Any inadvertent payments made by Abbott under an Adopted Celera License which had expired or been terminated will promptly be refunded by Celera. (b) During the Post-Distribution Agreement Period, Abbott will identify to Celera all patent license agreements between Abbott or its Affiliates and a Third Party that are in effect as of the Effective Date and that may apply to use or sale of any Celera Product. Such identification will include the applicable royalty terms and the countries and numbers of the patents licensed so that Celera may determine, in its reasonable opinion, whether it prefers or needs such a license for any of the manufacture, use, sale, offer for sale, import and distribution of Celera Products. All such information shared pursuant to this Section 4.2(b) will be considered Confidential Information. Celera will promptly notify Abbott of any such license agreement that Abbott should apply to Celera Products (Adopted Abbott License). In the event Abbott is required to pay and pays royalties to a Third Party under an Adopted Abbott License for the use, sale or importation of a Celera Product, Celera will reimburse Abbott for such royalties Abbott has paid pursuant to the procedures set forth in Sections 4.2(c) or

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.2(d); provided, however, that the royalties paid were due and payable under the Adopted Abbott License because Abbott reasonably believes the use or sale of the Celera Product is covered by a valid and unexpired claim of a patent subject to such Adopted Abbott License, as determined by Abbott. Abbott will notify Celera when an Adopted Abbott License expires or is otherwise terminated and when a Celera Product is no longer subject to an Adopted Abbott License. Celera may notify Abbott at any time Celera believes it no longer needs the benefit of the Adopted Abbott License after which notification Celera will no longer be liable to Abbott under this provision. Any inadvertent payments made by Celera under an Adopted Abbott License which had expired or been terminated or was not longer applicable will promptly be refunded by Abbott. (c) In conjunction with each report rendered pursuant to Section 4.4: (i) Abbott will provide Celera with a written statement of Net Sales of AMI Products to which each Adopted Celera License applies and any other information Celera is required to provide to its licensor. Celera will provide Abbott with a written statement of all such royalties paid by Celera to Third Parties under an Adopted Celera License in the preceding Calendar Quarter (Third Party Royalties). Each such Celera statement will identify for each royalty paid: (x) the Adopted Celera License, (y) the AMI Product on which the royalty was paid, and (z) the country of sale. Abbott will reimburse Celera for all Third Party Royalties within thirty (30) days after Abbotts receipt of such Celera statement unless Celera notifies Abbott that it prefers to have such amount due from Abbott credited against any payments owed to Abbott by Celera. Such reimbursement will be refunded by Celera to Abbott if Abbott questions the royalty obligation and it is agreed per Section 4.2(d) that no such royalty was due. (ii) Celera will provide Abbott with a written statement of Net Sales of Celera Products to which each Adopted Abbott License applies and any other information Abbott is required to provide to its licensor. Abbott will provide Celera with a written statement of all such royalties paid by Abbott to Third Parties under an Adopted Abbott License in the preceding Calendar Quarter (Third Party Royalties). Each such Abbott statement will identify for each royalty paid: (x) the Adopted Abbott License, (y) the Celera Product on which the

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document royalty was paid, and (z) the country of sale. Celera will reimburse Abbott for all Third Party Royalties within thirty (30) days after Celeras receipt of such Abbott statement unless Abbott notifies Celera that it prefers to have such amount due from Celera credited against any payments owed to Celera by Abbott. Such reimbursement will be refunded by Abbott to Celera if Celera questions the royalty obligation and it is agreed per Section 4.2(d) that no such royalty was due. (d) By written notice to one Party within thirty (30) days after receipt of any statement received under Section 4.2(c), the other Party may question its obligation to pay any royalty on an AMI Product or Celera Product, as the case may be; provided, that the other Party has a reasonable basis on which to do so. The other Party will provide the one Party the basis for the other Partys belief that the royalty payment was not required, which basis may include non-infringement or invalidity of the licensed patent. Within sixty (60) days after any such notice, the Parties will discuss in good faith the other Partys position. If the Parties cannot resolve the dispute, the Parties will refer the matter for final resolution to an intellectual property expert selected by mutual agreement. If such dispute is resolved against a Party and a patent infringement lawsuit is brought against such Party, the other Party will indemnify, defend and hold harmless such Party and those set forth in Article 10, pursuant to such Article 10. 4.3 Royalty Expiration. Except as provided in Section 6.2, each Partys obligations to pay royalties on any Molecular Diagnostic Product or diagnostic testing service to one another under this Agreement will expire on the ninth (9th) anniversary of the Effective Date.

4.4 Payments and Reports. All amounts payable to a Party under this Agreement will be paid in United States Dollars by check or wire transfer of immediately available funds, into an account designated in writing by the receiving Party, within forty-five (45) days after the end of each Calendar Quarter, except as otherwise specifically provided herein. Each royalty payment owing to a Party will be accompanied by a report in the form attached in Appendix 4.4, setting forth, for each specific section of this Agreement under which a payment is being made, on a country-by-country basis: (a) the gross revenue of Products, Instruments or Celera Services, as the case may be, and, if applicable, of Combination Products and products used in diagnostic testing services, in such Calendar Quarter; (b) a calculation of Net Sales of each Product and Instrument and, if applicable, Combination Product and products used in diagnostic

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document testing services, for such Calendar Quarter; and (c) the royalty amount due on Net Sales and Service Revenue during such Calendar Quarter. In addition, each Party will give to the other an estimated report, including information required by Sections 4.4(b) and (c), within eight (8) working days after the end of each Calendar Quarter. With respect to royalties payable under this Article 4, each Party will deliver to the other Party a final report and payment pursuant to this Section 4.4 within forty-five (45) days after the effective date of any termination or expiration of this Agreement. With respect to royalties payable under Section 6.2, each Party will deliver to the other Party a final report and payment pursuant to this Section 4.4 within forty-five (45) days after the effective date of any termination or expiration of this Agreement or expiration of the last to expire of the issued Alliance Patent Rights (as defined in the Alliance Agreement) subject to royalty under Section 6.2. 4.5 Records; Audit. (a) Each Party will keep, and will use commercially reasonable efforts to cause its Affiliates and Third Party distributors to keep, such records as necessary to determine, in a manner consistent with United States Generally Accepted Accounting Principles or International Financial Reporting Standards when required (GAAP), the accuracy of calculations of all amounts due to the other Party under this Agreement. Such records will be retained for no less than three (3) years following the year in which a payment was made hereunder. Once per Calendar Year and once within six (6) months after termination or expiration of this Agreement, the receiving Party (Payee) may engage, at its own expense, an independent certified public accountant who is reasonably acceptable to the paying Party (Payor), to examine, in confidence, the records of the Payor as may be necessary to determine, with respect to any Calendar Year for which the Payor retains records in accordance with the previous sentence, the correctness of any payment required to be made under this Agreement. The report of such accountant will be limited to a certificate verifying the correctness or incorrectness of any payment made by the Payor. All information contained in any such certificate will be Confidential Information of the Payor. (b) If any audit performed under this Section 4.5 discloses an underpayment or an overpayment, any amount underpaid or overpaid, as the case may be, will be paid or refunded promptly to the appropriate Party, as applicable, plus interest as provided in Section 4.8. If any underpayment is more than five percent (5%) from the amount of the original payment calculation, the Payor will reimburse the Payee for the reasonable cost of the performance of the audit.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.6 Taxes. Each Payee will be responsible for any and all taxes levied on account of amounts it receives under this Agreement. Where any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties will use their best efforts to do all such acts and things and to sign all such documents as will enable them to legally reduce or eliminate such tax, including taking advantage of any applicable double taxation agreement or treaty. In the event such withholding or similar tax cannot be eliminated, the Payor will pay such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to Payee and secure and send to Payee the best available evidence of such payment within the time required by applicable law. 4.7 Foreign Exchange. For the purpose of computing Service Revenue and Net Sales for sale or other distribution of Products or Instruments and, if applicable, Combination Products, in a currency other than United States Dollars, such currency will be converted into United States Dollars in accordance with the procedures ordinarily used by a Party in converting foreign currency sales in its normal business operations, which procedures will be in accordance with GAAP. 4.8 Late Payments. Any amounts not paid by a Payor when due under this Agreement will be subject to interest from and including the date payment is due through and including the date upon which the Payor has made payment at a rate equal to the then- current prime rate of interest quoted in the Money Rates section of the on-line edition of the Wall Street Journal (at http://www.interactive.wsj.com) plus two percent (2%).

Article 5. Confidential Information

5.1 Confidentiality. Subject to this Article 5, each Party will: (a) maintain in confidence the Confidential Information of the other Party; (b) have the right to use the Confidential Information of the other Party solely for the purpose of performing its obligations and exercising its rights under this Agreement; (c) not use or grant to others the use of the Confidential Information of the other Party except as expressly permitted hereby; and (d) not disclose the Confidential Information of the other Party except on a need- to-know basis to such Partys directors, officers, employees, agents, consultants, Affiliates, contractors and Third Party distributors, to the extent such disclosure is reasonably necessary in connection with such Partys activities as expressly authorized by this Agreement. Each Party will ensure that any of its directors, officers, employees, agents, consultants, Affiliates, contractors and Third Party distributors having

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document access to the other Partys Confidential Information is under a contractual obligation to the Party to hold in confidence and not use such Confidential Information, except as permitted under this Agreement. Each Party will notify the other Party promptly upon discovery of any unauthorized use or disclosure of the other Partys Confidential Information. In performance of its obligation under this Section 5.1, each Party will exercise the same degree of care as it exercises with respect to its own proprietary information. 5.2 Terms of Agreement. No Party may disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party; provided, however, that a Party may disclose, under terms of confidentiality equivalent to those in this Article 5, the terms or conditions of this Agreement: (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary: and (b) to a Third Party in connection with (i) banks and lenders providing loans or credit facilities, (ii) a merger, consolidation or similar transaction by such Party or (iii) the sale or other transfer of all or substantially all of such Partys assets to which this Agreement pertains. Notwithstanding the provisions of this Section 5.2, a Party may disclose to potential customers and partners general aspects of this Agreement, provided that no financial terms of this Agreement are disclosed. 5.3 Permitted Disclosures. The confidentiality obligations under this Article 5 will not apply to the extent that a Party is required to disclose information: (a) by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction; (b) pursuant to the rules and regulations of any exchange or market on which a Partys securities are traded or listed; (c) for regulatory purposes, including obtaining FDA approvals; or (d) for audit, tax or customs purposes; provided, however, that such Party will: (x) provide written notice thereof to the other Party; (y) consult with the other Party with respect to such disclosure and use all reasonable efforts to provide the other Party with sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; and (z) disclose only that portion of Confidential Information or other information, the disclosure of which is restricted hereunder, that it determines (based on advice of its legal counsel) is legally required to be disclosed, and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment required hereby will be accorded such information. 5.4 Term of Obligations. Except as provided below, the obligations of this Article 5 will expire five (5) years after termination or expiration of this Agreement. Within such five (5) year period, either Party may notify, in writing, the other Party of Confidential Information considered to be a

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document trade secret of the notifying Party, in which event, the other Party will comply with the terms of this Article 5 with respect to such identified trade secret so long as it retains the characteristics of Confidential Information. The obligations of confidentiality regarding Confidential Information shared pursuant to Section 4.2(a) will not expire. 5.5 Public Announcements. (a) The Parties will mutually agree on a joint press release relating to this Agreement and the Distribution Agreement for issuance within four (4) business days after execution of this Agreement. The Parties agree to consult with each other before issuing any other press release or making any public statement with respect to this Agreement or any other transaction contemplated herein and will not issue any such other press release or make any such public statement prior to obtaining the written consent of the other Party, which consent will not be unreasonably withheld. Following the approval of any such other press release or public statement, the facts and matters contained in such press release or public statement will no longer be deemed Confidential Information. (b) Abbott and Celera will not use the name of the other Party in any marketing or advertising materials without the prior written approval of the other Party or except as provided by this Agreement.

Article 6. Alliance Agreement and Intellectual Property

6.1 Alliance Agreement. As of the Effective Date, the Alliance Agreement will terminate, including all provisions thereof otherwise intended to survive any termination. For the purposes of this Section 6.1, the terms appearing below with initial capitalization (except for Effective Date which is defined in this Agreement) will have the definitions set forth in the Alliance Agreement. As of the Effective Date, the following will apply: (a) Abbott will retain ownership of all Abbott Alliance Patent Rights, Abbott Alliance Technology, Abbott Independent Patent Rights and Abbott Independent Technology, and, unless otherwise expressly granted in this Agreement or the Distribution Agreement, Abbott does not grant to Celera any license under any of Abbott Alliance Patent Rights, Abbott Alliance Technology, Abbott Independent Patent Rights or Abbott Independent Technology. (b) Celera will retain ownership of all Applera Alliance Patent Rights and Applera Alliance Technology and will retain rights in Applera Independent Patent Rights and Applera Independent Technology, and, unless otherwise expressly granted in this Agreement or the

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Distribution Agreement, Celera does not grant to Abbott any license under any of Applera Alliance Patent Rights, Applera Alliance Technology, Applera Independent Patent Rights or Applera Independent Technology. (c) The Parties will continue to jointly own Joint Alliance Patent Rights and Joint Alliance Technology. (d) The Parties will continue to share, on the basis of any Third Party agreement in effect as of the Effective Date, in the revenue from licenses granted to Third Parties by such agreement under any Alliance Patent Rights, Alliance Technology, Joint Alliance Patent Rights, or Joint Alliance Technology during the term of the Alliance Agreement for the duration of any royalty or other payment obligation under such licenses. After the Effective Date, each Party will be permitted, upon prior written notice to the other Party, to grant licenses to other Third Parties in the Alliance Field under its Alliance Patent Rights, Alliance Technology, Joint Alliance Patent Rights, and Joint Alliance Technology that had been previously licensed during the term of the Alliance Agreement, provided that fifty percent (50%) of the revenue derived from such licenses is paid to the other Party. The revenue sharing specified in this Section 6.1(d) will not apply to the [*] products subject to Section 4.1(g). For the avoidance of doubt, except as may be expressly provided otherwise in this Royalty Agreement or the Distribution Agreement, (i) each Party will be free to exploit its Alliance Patent Rights, Alliance Technology, Joint Alliance Patent Rights, or Joint Alliance Technology that had been previously licensed during the term of the Alliance Agreement outside the Alliance Field without accounting to the other Party, and (ii) each Party will be free to exploit its Alliance Patent Rights, Alliance Technology, Joint Alliance Patent Rights, or Joint Alliance Technology that had not been previously licensed during the term of the Alliance Agreement in any field without accounting to the other Party. (e) All Confidential Information subject to the Alliance Agreement will be Confidential Information subject to Article 5 of this Agreement. (f) Each Party will retain and may use any Confidential Information from the Alliance that is embodied in any Alliance Product. (g) Each Non-Alliance Product will remain the property of the Party owning it as of the termination of the Alliance Agreement, and, except as expressly provided to the contrary in this Agreement, no Non-Alliance Product is subject to this Agreement.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (h) Each Party will pay to the other Party any equalization payment that accrued under Sections 9.4(a) or (b) of the Alliance Agreement and remains unpaid as of the Effective Date of this Agreement. (i) Each Party who is a Supplier of an Alliance Product as of the Effective Date of this Agreement, upon request by the other Party, will promptly disclose to the other Party (to the extent not already disclosed) all Technology, including batch records for each Alliance Product, used by the Supplier prior to the Effective Date of this Agreement in manufacturing the Alliance Product. The Supplier also will, to the extent permitted, grant to the other Party any intellectual property rights reasonably necessary to permit the other Party to use the manufacturing Technology. (j) As of the Effective Date of this Agreement, Abbott will retain the Cumulative Past Amounts received from the Alliance due to Celera pursuant to Section 9.3 of the Alliance Agreement which Abbott will continue to use to fund Instruments and working capital. Such Cumulative Past Amounts will be returned to Celera as generally contemplated in the Alliance Agreement as follows: (i) [*] percent ([*]%) of such Cumulative Past Amounts on or before the [*] anniversary of the Effective Date, (ii) [*] percent ([*]%) of such Cumulative Past Amounts on or before the [*] anniversary of the Effective Date, and (iii) [*] percent ([*]%) of such Cumulative Past Amounts on or before the [*] anniversary of the Effective Date. In the event that this Agreement is terminated by either Party at any time prior to the [*] anniversary of the Effective Date, Abbott will return to Celera the remaining balance of the Net Investment on the date of such termination. 6.2 Royalty. (a) In the event a Party Commercializes a Molecular Diagnostic Product that uses Alliance Technology (as defined in the Alliance Agreement) solely owned by such Party or covered by claims of Alliance Patent Rights (as defined in the Alliance Agreement) solely owned by such Party, such Party will pay to the other Party a royalty of [*] percent ([*]%) of Net Sales of such Molecular Diagnostic Product unless the other Party is receiving royalties payable by such Party pursuant to this Agreement or revenue pursuant to the terms of the Distribution Agreement.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) In the event a Party or its Affiliates provides a diagnostic testing service that uses Alliance Technology (as defined in the Alliance Agreement) solely owned by such Party or covered by claims of Alliance Patent Rights (as defined in the Alliance Agreement) solely owned by such Party, then such Party will pay to the other Party a royalty that is the greater of (i) [*] percent ([*]%) of the Net Sales as determined under Section 1.34(d) of the Molecular Diagnostic Product used in such diagnostic testing service that is sold or transferred by such Party to itself or its Affiliate performing the service; provided that such Net Sales will not be less than [*] percent ([*]%) of the service revenue received by such Party from a Third Party for such diagnostic testing service, or (ii) [*] percent ([*]%) of the revenue received by such Party for performing such diagnostic testing service during the applicable reporting period unless the other Party is receiving royalties payable by such Party (i) pursuant to this Agreement on a Molecular Diagnostic Product used in performing such diagnostic testing service, or (ii) pursuant to the Distribution Agreement on revenue generated by such diagnostic testing service on a Molecular Diagnostic Product used in performing such diagnostic testing service. (c) Notwithstanding Section 4.2(d) or any other contrary provision in this Agreement or the Distribution Agreement, the obligations under this Section 6.2 will continue until the later of the ninth (9th) anniversary of the Effective Date or the expiration of the last to expire of the applicable and issued Alliance Patent Rights (as defined in the Alliance Agreement) solely owned by such Party.

6.3 Covenant Not to Sue. (a) During the Post-Distribution Agreement Period, Abbott, for itself and its Affiliates, hereby covenants not to sue or otherwise attempt to enforce against Celera or its Affiliates, or their Third Party distributors or customers any Patent Rights or Technology owned or controlled by Abbott or its Affiliates to the extent based on the manufacture, use, sale, offer for sale or import of any AMI Product or AMI Instrument sold by Abbott to Celera. (b) During the Post-Distribution Agreement Period, Celera, for itself and its Affiliates, hereby covenants not to sue or otherwise attempt to enforce against Abbott or its Affiliates, or their Third Party distributors or customers any Patent Rights or Technology owned or controlled by Celera or its Affiliates to the extent based on the manufacture, use, sale, offer for sale or import of any Celera Product sold by Celera to Abbott.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) During the Term, Celera, for itself and its Affiliates, hereby covenants not to sue or otherwise attempt to enforce against Abbott or its Affiliates, or their Third Party distributors or customers any Patent Rights owned or controlled by Celera or its Affiliates to the extent based on the manufacture, use, sale, offer for sale or import of any AMI Product or AMI Instrument. (d) During the Term, Abbott, for itself and its Affiliates, hereby covenants not to sue or otherwise attempt to enforce against Celera or its Affiliates, or their Third Party distributors or customers any Patent Rights owned or controlled by Abbott or its Affiliates to the extent based on the manufacture, use, sale, offer for sale or import of any Celera Product. (e) During the Term, and subject to Abbotts compliance with Article 5 hereof, Celera hereby covenants not to assert claims against or otherwise interfere with Abbotts use of Celeras Technology transferred to Abbott pursuant to the Alliance Agreement or this Agreement; provided, that this covenant shall not apply to any Patent Right. (f) During the Term, and subject to Celeras compliance with Article 5 hereof, Abbott hereby covenants not to assert claims against or otherwise interfere with Celeras use of Abbotts Technology transferred to Celera pursuant to the Alliance Agreement or this Agreement; provided, that this covenant shall not apply to any Patent Right. (g) During the Post-Distribution Agreement Period, each Party, for itself and its Affiliates, covenants not to assert any copyright, registered or unregistered, solely owned by that Party against the other Party for infringement based on the use of any Software or computer-related medium product in the manufacture, use, sale, offer for sale or import of Products.

Article 7. Products for Internal Use

7.1 Celeras Purchase of AMI Products. Upon a representation by Celera of intended use, Abbott will sell AMI Products to Celera for Internal Use only at Abbotts Fully Loaded Product Cost plus [*] percent ([*]%). Upon shipment, Abbott will invoice Celera for the AMI Products supplied for Celeras Internal Use, and Celera will pay such invoices within forty-five (45) days of receipt. 7.2 Abbotts Purchase of Celera Products During Post-Distribution Agreement Period. During the Post-Distribution Agreement Period, upon a

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document representation by AMI of intended use, Celera will sell Celera Products to AMI for Internal Use only at Celeras Fully Loaded Product Cost plus [*] percent ([*]%). Upon shipment, Celera will invoice Abbott for the AMI Products supplied for Abbotts Internal Use, and Abbott will pay such invoices within forty-five (45) days of receipt.

Article 8. Term/Termination

8.1 Term and Expiration. This Agreement will commence on the Effective Date and, unless sooner terminated as provided in this Agreement, continue in effect until the ninth (9th) anniversary of the Effective Date (Term).

8.2 Termination for Cause. Upon any material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement upon sixty (60) days prior written notice to the breaching Party. The termination will be effective at the end of the sixty (60) day period unless the breaching Party has cured such breach within such sixty (60) day period. 8.3 Termination for Insolvency. Either Party may terminate this Agreement upon written notice to the other in the event of: (a) insolvency of the other Party, or the appointment of a receiver by the other Party for all or any substantial part of its properties, provided that such receiver is not discharged within sixty (60) days of its appointment; (b) the adjudication of the other Party as bankrupt; (c) the admission by the other Party in writing of its inability to pay its debts as they become due; (d) the execution by the other Party of an assignment for the benefit of its creditors; or (e) the filing by the other Party of a petition to be adjudged as bankrupt, or a petition or answer admitting the material allegations of a petition filed against the other Party in any bankruptcy proceeding, or the act of the other Party in instituting or voluntarily being or becoming a Party to any other judicial proceeding intended to effect a discharge of the debts of the other Party, in whole or in part. 8.4 Continuing Rights. In the event one Party (Terminating Party) terminates this Agreement pursuant to Section 8.2 or 8.3, all rights of the other Party (Terminated Party) will cease on the effective date thereof,

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document but the Terminating Party may elect (a) to retain all rights under this Agreement until its expiration, and/or (b) to terminate the Distribution Agreement. Election of (a), (b) or both (a) and (b) will be made by written notice to the Terminated Party before the effective date of termination of this Agreement. 8.5 Consequences of Expiration or Early Termination. Upon the expiration or early termination of this Agreement the Terminated Party will return or certify destruction of all Confidential Information of the Terminating Party, except that the Terminated Party may retain one archival copy solely to confirm compliance with Article 5. If the Terminating Party does not elect to retain its rights under Section 8.4(a), the Terminating Party also will return or certify destruction of all Confidential Information of the Terminated Party, except that the Terminated Party may retain one archival copy solely to confirm compliance with Article 5. 8.6 Remedies. Except as otherwise provided in this Agreement, each Party will have the rights and remedies set forth herein in addition to any other remedies which it may have under applicable statutory or common law. Each Party will have the sole discretion to determine which of its rights and remedies, if any, it will pursue and such Party will not be required to exhaust any of its other rights or remedies before pursuing any one of the rights and remedies set forth in this Agreement. 8.7 Accrued Obligations. Termination, expiration, cancellation or abandonment of this Agreement through any means and for any reason will not relieve the Parties of any obligation accruing prior thereto and will be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement. 8.8 Survival. The obligations under Articles 1, 5 and 6 and Sections 4.4 through 4.8, 8.4 through 8.8, 9.3, 11.1, 11.6 through 11.7, and 11.13 will survive expiration or early termination of this Agreement or of any extensions thereof in accordance with the intent of such Articles and Sections, and the obligations under Article 10 will survive expiration or early termination of this Agreement or of any extensions thereof for a period of three (3) years. In addition, all provisions that by their express terms survive termination, are irrevocable or arise due to termination will survive in accordance with their terms or the provisions of Section 8.4. Any other provisions of this Agreement contemplated by their terms that pertain to a period of time following termination or expiration of this Agreement will survive for the specified period of time only.

Article 9. Representations, Warranties, Guarantees and Covenants

9.1 By Celera. Celera hereby represents and warrants that: (a) Celera has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein; and

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) This Agreement is enforceable against Celera and its Affiliates and there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement. 9.2 By Abbott. Abbott hereby represents and warrants that: (a) Abbott has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein; and (b) This Agreement is enforceable against Abbott and its Affiliates and there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement. 9.3 Abbott Guarantee. Abbott guarantees the performance of AMI and Abbotts other Affiliates pursuant to the Distribution Agreement and this Agreement. 9.4 Represented by Counsel. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions. 9.5 Disclaimer Of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY PRODUCT, TECHNOLOGY, OR PATENT RIGHTS. ADDITIONALLY, EACH PARTY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT THE MANUFACTURE, USE, SALE, OFFER FOR SALE, IMPORT, COPYING OR DISTRIBUTION OF ANY PRODUCT OR METHOD SUBJECT TO THIS AGREEMENT WILL NOT INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ALL TECHNOLOGY PROVIDED BY ONE PARTY TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT IS PROVIDED AS IS.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Article 10. Indemnification 10.1 Indemnification by Celera. In addition to Celeras indemnity obligations set forth in Section 9.4 of the Distribution Agreement, Celera will defend, indemnify and hold Abbott, its officers, directors, employees, representatives, and agents (collectively, the Abbott Indemnified Entities) harmless from and against any liability, damage, loss, cost or expense, including reasonable attorney and other legal fees (collectively, Liability), arising out of or resulting from: (a) Celeras breach of any representation, warranty, certification or guarantee given pursuant to or set forth in this Agreement; (b) Celeras default in the performance of its obligations under this Agreement and failure or inability to cure such default in accordance with this Agreement; or (c) any Third Party claims or suits made or brought against any one or more of the Abbott Indemnified Entities to the extent such Liability arises out of or relates to Celeras negligence or willful misconduct or any theory of manufacturers strict liability with regard to any Celera Product or Agreement Instrument manufactured by Celera or Celeras performance or non-performance hereunder. 10.2 Indemnification by Abbott. Abbott will defend, indemnify and hold Celera, its officers, directors, employees, representatives, and agents (collectively, the Celera Indemnified Entities) harmless from and against any Liability arising out of or resulting from: (a) Abbotts breach of any representation, warranty, certification or guarantee given pursuant to or set forth in this Agreement; (b) Abbotts default in the performance of its obligations under this Agreement and failure or inability to cure such default in accordance with this Agreement; or (c) any Third Party claims or suits made or brought against any one or more of the Celera Indemnified Entities to the extent such Liability arises out of or relates to Abbotts negligence or willful misconduct or any theory of manufacturers strict liability with regard to any AMI Product or Agreement Instrument manufactured by Abbott or Abbotts performance or non-performance hereunder. 10.3 Conditions of Indemnification. With respect to any claim for which a Party (the Claiming Party) seeks indemnification from the other Party (Indemnifying Party) under this Agreement, the Claiming Party will: (a) advise the Indemnifying Party of any claim, proceeding or suit (individually, an Action), in writing, within thirty (30) days after the Claiming Party has received notice of such Action or within such period of time so as not to materially prejudice the right of the Indemnifying Party with regard to the defense of such Action, whichever period is shorter; (b) assist the Indemnifying Party and its representatives in the investigation and defense of any Action for which indemnification is provided; and (c)

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document not offer to settle, settle or otherwise compromise such Action without the Indemnifying Partys prior written consent, which consent will not be unreasonably withheld, unless such settlement fully releases the Claiming Party without any liability, loss, cost or obligation to such Party. 10.4 Insurance. During the Term, each Party will, at its sole cost and expense, obtain and keep in force a policy of comprehensive general liability insurance with bodily injury, death and property damage limits of [*] Dollars ($[*]) per occurrence and [*] Dollars ($[*]) in the aggregate. Promptly following the Signature Date, each Party either: (a) will furnish a certificate of insurance to the other Party, evidencing the insurance required hereunder and providing for at least thirty (30) days prior written notice to the other Party of any cancellation, termination or change of such insurance coverage, or (b) will furnish to the other Party a certificate of self insurance identifying the claims process. 10.5 Limitation of Liability. EXCEPT FOR THIRD PARTY CLAIMS SET FORTH IN SECTIONS 10.1 AND 10.2, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PENAL, SPECIAL, INDIRECT OR SIMILAR DAMAGES WHATSOEVER ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFITS.

Article 11. MISCELLANEOUS

11.1 Notices. All notices, requests or other communications required or permitted to be given under this Agreement to any Party will be in writing and will be deemed to have been sufficiently given when delivered by personal service or sent by registered mail or a recognized private mail carrier service, telex or facsimile with a written confirmation copy, to the recipient addressed as follows: (a) If to Abbott:

Director, Licensing & Business Development Abbott Molecular Inc. 1300 East Touhy Avenue Des Plaines, IL 60018 Facsimile: (847) 361-7578

with a copy to:

VP, Corporate Transactions & Medical Products Legal Operations Abbott Laboratories

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 100 Abbott Park Road Dept. 322 - AP6A-2 Abbott Park, IL 60064 Facsimile: (847) 938-1206

(b) If to Celera:

Celera Corporation Attn: Chief Executive Officer 1401 Harbor Bay Parkway Alameda, CA 94502 Facsimile: (510) 749-4288

with a copy to:

Celera Corporation Attn: General Counsel 1401 Harbor Bay Parkway Alameda, CA 94502 Facsimile: (510) 749-4301 All such communications will be deemed to be effective on the day on which personally served, or, if sent by registered mail, on the fourth day following the date presented to the postal authorities for delivery to the other Party (the cancellation date stamped on the envelope being evidence of the date of such delivery), or if by private mail carrier service, the date of the carrier receipt, or if by telex or facsimile, on the telex or facsimile date. Either Party may give to the other written notice of change of address, in which event any communication will thereafter be given to such Party as above provided at such changed address. 11.2 Assignment. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns. Notwithstanding the foregoing sentence and except as provided below, neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed. The foregoing notwithstanding, each Party may assign this Agreement without the other Partys approval to a Third Party that acquires substantially all of the business of such Party to which this Agreement pertains, provided such Third Party agrees in writing to the terms of this Agreement. Either Party also may, without the consent of the other Party, assign this Agreement to an Affiliate thereof provided that the Party guarantees the performance of such assignee. In the event Abbott sells, assigns or transfers to a Third Party substantially all of AMIs business to which this

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Agreement pertains, Abbott (a) will assign this Agreement to such Third Party and obtain for Celeras benefit written agreement of the Third Party to the terms of this Agreement, and (b) to the extent Abbott or any Affiliate of Abbott retains ownership of any Alliance Technology or Alliance Patent Rights, Abbott and its Affiliates will continue to comply with the provisions of this Agreement applicable to any exploitation of such Alliance Technology or Alliance Patent Rights. 11.3 Waivers. Any waiver by either of the Parties hereto of any rights arising from a breach of any covenants or conditions of this Agreement will not be construed as a continuing waiver of other breaches of the same nature or other covenants or conditions of this Agreement. 11.4 Relationship of Parties. The relationship of the Parties under this Agreement is that of independent contractors. Nothing contained in this Agreement is intended or is to be construed so as to constitute the Parties as partners, joint venturers, or either Party as an agent or employee of the other. Neither Party has any express or implied right under this Agreement to assume or create any obligation on behalf of or in the name of the other, or to bind the other Party to any contract, agreement or undertaking with any Third Party, and no conduct of the Parties will be deemed to infer such right. 11.5 Force Majeure. (a) Delay or failure on the part of either Party in performing its obligations under this Agreement will not subject such Party to any liability to the other Party if such delay or failure is caused by or results from a Force Majeure Event. (b) Upon occurrence of an Force Majeure Event, the Party affected will promptly notify the other in writing, setting forth the details of the occurrence, and making every attempt to resume the performance of its obligations as soon as practicable after the Force Majeure Event ceases. If such Force Majeure Event prevents or will prevent performance of a material provision of this Agreement by one Party for more than three (3) consecutive months, then the other Party may immediately terminate this Agreement upon written notice to the non-performing Party. 11.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict of laws principles. 11.7 Disputes and Alternative Dispute Resolution. Except as provided in Section 4.2(d), any dispute or claim arising out of or in connection with this Agreement will be resolved by binding Alternative Dispute Resolution (ADR) in accordance with the provisions set forth in Appendix 11.7.

Royalty Agreement 37

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 11.8 Appendices. The Parties hereby agree to be bound by and fully perform the terms, conditions, representations, warranties and obligations contained in the Appendices, attached hereto and made part hereof, as if the same were fully set forth in this Agreement. 11.9 Severability. If any provision of this Agreement is finally held to be invalid, illegal or unenforceable by a court or agency of competent jurisdiction, that provision will be severed or will be modified by the Parties so as to be legally enforceable (and to the extent modified, it will be modified so as to reflect, to the extent possible, the intent of the Parties) and the validity, legality and enforceability of the remaining provisions will not be affected or impaired in any way. 11.10 Amendments. Except as otherwise expressly provided herein, neither this Agreement nor any provision hereof may be amended or waived except by a written instrument signed by both Parties. 11.11 Headings. The headings of the Articles and Sections of this Agreement have been added for the convenience of the Parties and will not be deemed a part hereof. 11.12 Counterparts. This Agreement may be executed in any number of counterparts, all of which together will constitute a single Agreement. Facsimile signatures will be accepted by the Parties. 11.13 Entire Agreement. This Agreement and the Distribution Agreement are the sole understandings and agreements of the Parties hereto with respect to the subject matter hereof and supersede all other such prior agreements and understandings. This Agreement and the Distribution Agreement supersede and replace the Alliance Agreement. In the event there is any conflict between or among the provisions of this Agreement and the Distribution Agreement as to the obligations or rights of the Parties, the terms of this Agreement will prevail.

* * * * *

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.

ABBOTT LABORATORIES CELERA CORPORATION

Royalty Agreement 38

By: /s/ D. Stafford OKelly By: /s/ Kathy Ordoñez (Signature) (Signature)

D. Stafford OKelly Kathy Ordoñez (Printed Name) (Printed Name)

Vice President Chief Executive Officer (Title) (Title)

12/26/08 December 26, 2008 Date Date

Royalty Agreement 39

Appendix 1.5 - AMI Product Indications and Platform Technology

Appendix 1.10 - Celera Product Indications and Platform Technology

Appendix 2.2 - [*]

Appendix 2.3 - [*]

Appendix 2.4 - [*]

Appendix 2.5 - [*]

Appendix 4.1(b) - [*]

Appendix 4.1(c) - Report on Reduced Royalty Sales

Appendix 4.1(g) - [*]

Appendix 4.1(h) - [*]

Appendix 4.1(i) - [*]

Appendix 4.1(j) - [*]

Appendix 4.1(k) - [*]

Appendix 4.4 - Royalty Report

Appendix 11.7 - Alternative Dispute Resolution Procedure

Royalty Agreement 40

AMI PRODUCT INDICATIONS AND PLATFORM TECHNOLOGY

Royalty Agreement 41

CELERA PRODUCT INDICATIONS AND PLATFORM TECHNOLOGY

Celera Product Indication Platform Technology Group A [*] [*] [*] [*] [*] [*] Group B Cystic fibrosis DNA sequencing Fragile X DNA sequencing Factor II for Deep Vein Thrombosis (DVT Luminex xMAP Factor V for DVT Luminex xMAP Methylene Tetrahydrofolate Reductase (MTHFR) for DVT Luminex xMAP HIV genotyping/resistance DNA sequencing Group C Sequence-based HLA typing (SBT HLA) DNA sequencing [*] [*]

[*]

Royalty Agreement 42

[*]

Royalty Agreement 43

[*]

Royalty Agreement 44

[*]

Royalty Agreement 45

[*]

Royalty Agreement 46

[*]

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REPORT ON REDUCED ROYALTY SALES

Total Net Gross Billings Sales of Net Sales at Royalty Specific AMI of Product in Product in Gross Margin Rate Royalty Country Product Country Country [*] Applied Paid

Calculation of [*] Cap: (For each AMI Product):

(A) Net Sales at Gross Margin [*] $

(B) Total Net Sales in the Territory $

% of Net Sales (A/B) %

(A) Net Sales at Gross Margin [*] $

(B) Total Net Sales in the Territory $

% of Net Sales (A/B) %

(A) Net Sales at Gross Margin [*] $

(B) Total Net Sales in the Territory $

% of Net Sales (A/B) %

Royalty Agreement 48

[*]

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[*]

Royalty Agreement 50

[*]

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[*]

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[*]

Royalty Agreement 53

ROYALTY REPORT

Agreement Gross Revenue Net Sales Royalty Section by Country Calculation Rate Royalty Paid 2.2(a) or (b) 2.2(c) or (d) 2.2(e) 2.3(a) or (b) 2.3(c) or (d) 2.3(e) 2.4 2.5 4.1(b) and (c) 4.1(d)(i) or (d)(ii) 4.1(e) or (f) 4.1(g) 4.1(h) 4.1(i) or (j) 4.1(k) 4.1(l) 4.1(m) 4.1(n) 4.2(a) or (b) 6.2(a) 6.2(b)

Royalty Agreement 54

ALTERNATIVE DISPUTE RESOLUTION

(b) Such list will include a statement of disclosure by each candidate of any circumstances likely to affect his or her impartiality.

(c) Each Party will number the candidates in order of preference (with the number one (1) signifying the greatest preference) and will deliver the list to

Royalty Agreement 55

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the CPR within seven (7) days following receipt of the list of candidates. If a Party believes a conflict of interest exists regarding any of the candidates, that Party will provide a written explanation of the conflict to the CPR along with its list showing its order of preference for the candidates. Any Party failing to return a list of preferences on time will be deemed to have no order of preference.

(d) If the Parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR immediately will designate as the neutral the candidate for whom the Parties collectively have indicated the greatest preference. If a tie should result between two candidates, the CPR may designate either candidate. If the Parties collectively have identified three (3) or more candidates deemed to have conflicts, the CPR will review the explanations regarding conflicts and, in its sole discretion, may either (i) immediately designate as the neutral the candidate for whom the Parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in subparagraphs 2(a)2(d) will be repeated.

(b) a list of any witnesses such Party intends to call at the hearing, and a short summary of the anticipated testimony of each witness;

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Except as expressly set forth in subparagraphs 4(a)4(d), no discovery will be required or permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents.

5. The hearing will be conducted on two (2) consecutive days and will be governed by the following rules: (a) Each Party will be entitled to five (5) hours of hearing time to present its case. The neutral will determine whether each Party has had the five (5) hours to which it is entitled.

(b) Each Party will be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. Cross-examination of witnesses will occur immediately after their direct testimony, and cross-examination time will be charged against the Party conducting the cross-examination.

(d) Except when testifying, witnesses will be excluded from the hearing until closing arguments.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. The neutral will be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing Party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, will be paid as follows: (a) If the neutral rules in favor of one Party on all disputed issues in the ADR, the losing Party will pay 100% of such fees and expenses.

(b) If the neutral rules in favor of one Party on some issues and the other Party on other issues, the neutral will issue with the rulings a written determination as to how such fees and expenses will be allocated between the Parties. The neutral will allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the ADR, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses.

9. The rulings of the neutral and the allocation of fees and expenses will be binding, non-reviewable, and non-appealable, and may be entered as a final judgment in any court having jurisdiction.

Royalty Agreement 58

Celera Corporation Executive Change in Control Policy Background Celera Corporation (the Company) separated from Applera Corporation on July 1, 2008. With this separation, the Company is establishing a severance policy (the Executive Change in Control Plan) that will provide severance benefits to certain eligible employees who are terminated without cause or resign for good reason (in both cases as defined below), within 2 years following a change in control of the Company. Employees who are parties to individual employment agreements that provide for change in control severance payments are not eligible for benefits under this Executive Change in Control Plan. The Company has adopted this Executive Change in Control Plan to help alleviate both the negative effects on productivity due to uncertainty during this 2-year transition period and the potential for economic hardship of affected employees.

Purpose This policy establishes the eligibility requirements for severance pay for employees in grade levels 18 through 25 and describes how severance pay is calculated and administered.

Scope This policy applies to all U.S. employees of Celera Corporation and its affiliates, who are in pay grades 18 through 25 and who are regularly scheduled to work more than 20 hours per week for more than five months per year.

Definitions Base Pay: The straight annual salary paid to an employee, excluding bonuses, and sales or other types of commissions.

Benefits: The Company cost for health and dental insurance coverage in effect immediately prior to the termination date.

Cause: The employee has (i) continually failed to substantially perform, or has been willfully or grossly negligent in the discharge of his or her duties to the Company (other than by reason of a disability, or physical or mental illness); (ii) been convicted of or pled nolo contendere to a felony; or (iii) materially and willfully breached any policy of, or agreement with, the Company. No act or failure to act on the part of the Eligible Employee shall be deemed willful unless done or omitted to be done, by the Eligible Employee not in good faith or without reasonable belief that the Eligible Employees act or failure to act was in the best interests of the Company.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Change in Control: A Change in Control shall have the same meaning as assigned to such term in the Companys 2008 Stock Incentive Plan.

Eligible Employees: Regular full time and regular part time employees who meet the eligibility requirements for severance pay under this policy, if such employee is terminated without Cause, as defined above, or resigns for Good Reason, as defined below. Regular Full Time Employee: An employee of the Company, or an affiliate, on the U.S. payroll who regularly works 40 or more hours per week and is not a temporary, leased, or temporary agency employee. Regular Part Time Employee: An employee of the Company, or an affiliate, on the U.S. payroll who regularly works more than 20 (but fewer than 40) hours per week for more than five months per year and is not a temporary, leased, or temporary agency employee.

Good Reason: The occurrence of any of the following without the Eligible Employees written consent (a) a material diminution of an Eligible Employees authority, duties or responsibilities, (b) a reduction of an Eligible Employees compensation or a material reduction of his or her benefits, or (c) a relocation of an Eligible Employees principal place of employment by more than 50 miles. The Eligible Employee must provide notice to the Company of the existence of one or more of the conditions listed above, within a period not to exceed 90 days of the initial existence of such condition and the Company shall have a period of 30 days to remedy the condition. If the Company is unable to remedy such condition within the 30 day cure period, the Eligible Employee may terminate his employment for Good Reason (which termination shall occur no later than 180 days following the initial existence of the applicable Good Reason condition).

Notification Period: The 30 day time period from the notification date through the termination date (which may be extended beyond 30 days as required by law).

Qualified Termination: An Eligible Employees termination of employment by the Company without Cause or on account of a resignation for Good Reason, occurring during the 24 month period following the consummation of a Change in Control.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Special Severance Pay: Base Pay, Target Bonus and Benefits provided by the Company to an Eligible Employee, pursuant to the Executive Change in Control Plan, who is separated under conditions consistent with this policy, e.g. during the 24 months following the consummation of a Change in Control, in order to help alleviate the financial hardship of unemployment.

Target Bonus: Annual target bonus incentive compensation amount for the fiscal year in which termination occurs calculated based on the base salary in effect at the time of termination (as long as not less than what was in effect prior to the time just before the consummation of the Change in Control).

Termination Date: The date of an employees termination of employment.

Procedures Conditions Under Which Severance Pay is Available to Eligible Employees Eligible Employees shall receive severance pay under this Executive Change in Control Plan after their termination date if such termination is due to a Qualified Termination.

An employee has not experienced a Qualified Termination if the Eligible Employee: Voluntarily resigns employment (other than for Good Reason). Dies or becomes disabled before the notice period has begun. Is terminated for Cause.

As a further condition to an Eligible Employees receipt of benefits under this Executive Change in Control Plan, such employee must first sign an agreement, including a release/waiver, in which he/she agrees not to pursue claims against the Company and its affiliates for any actions arising from the employment relationship (or termination thereof) or take any other action detrimental to the Company, and reaffirms his/her confidentiality obligations (the Release). A Release form will be supplied by the Company.

Eligible Employees who experience a Qualified Termination, meet the conditions under which Special Severance Pay is available and who elect to commence retirement plan benefits after their termination date will also be entitled to Special Severance Pay as specified below.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Change in Control Pay Allowance Amount of Payment Eligible Employees who experience a Qualified Termination, and meet the conditions under which Special Severance Pay is available, will be eligible for Special Severance Pay in accordance with the Eligible Employees grade level, determined at the time of termination (as long as not less than what was in effect prior to the time just before the consummation of the Change in Control), as shown below:

Special Severance Pay

Months of Base Pay, Target Executive Position Bonus and Benefits Period

VP or higher position 12

Corporate Officer 24 (designated by Celera BOD)

CEO 36

For example, if a Corporate Officer experiences a Qualified Termination, the amount of Special Severance Pay would be based on two times Base Pay (i.e. 24 months), two times Target Bonus and 24 months of Benefits (see Medical/Dental below).

The maximum Special Severance Pay amount is 36 months of severance pay. Notice periods of up to 30 days will not offset any severance benefit payment amounts.

Subject to the tax provisions described below, the Special Severance Pay shall be made in a lump sum, within 60 days following the date of the Eligible Employees termination of employment.

Severance Benefits Required by Law or Other Agreement Except as provided below in the section titled Notice Period, any notice, pay in lieu of notice, severance benefits or other benefits that might be required by any Federal, state or local law relating to severance, plant closures, terminations, reductions-in-force, or plant relocations in excess of 30 days may reduce any benefits provided by the Executive Change in Control Plan described in this policy. In no event shall any employee receive severance pay under both the Executive Change in Control Plan and any other plan, program, arrangement or individual agreement.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Medical/Dental An Eligible Employees medical/dental coverage in effect immediately prior to the notification period will remain in effect through the end of the month in which the Eligible Employees termination date falls. The Company will also pay (with federal, state and local income tax gross-up) an amount equal to the sum of the monthly premiums to continue an Eligible Employees group health and dental insurance coverage for the same number of months that Special Severance Pay is provided to the Eligible Employee under this Executive Change in Control Plan. As described above, this payment shall be made in a lump sum, within 60 days following the date of the Eligible Employees termination of employment.

Notice Period Eligible Employees will receive at least thirty (30) days prior written notice of their termination date in the event their employment will be terminated due to a Qualified Termination (such thirty (30) day period hereinabove defined as the notification period). During the notification period, an Eligible Employee may be required to continue to provide services to the Company as determined in the sole discretion of such Eligible Employees supervisor, and it shall be a condition to the receipt of any Special Severance Pay and benefits hereunder that such Eligible Employee provide requested services in good faith in accordance with the Companys policies. If a notice period of longer than thirty (30) days is required by applicable law as determined by the Company, the number of weeks of severance pay provided for hereunder in each Eligible Employees case may be reduced by the number of weeks, or partial weeks, of additional notice in excess of thirty (30) days that are required by law.

In order to receive any benefits pursuant to this Executive Change in Control Plan, an Eligible Employee must return a signed Release to the Company within 50 days following the Termination Date (and not revoke the Release during any period permitted under applicable law).

Outplacement Provisions Eligible Employees will receive 12 months of outplacement assistance following the Termination Date; the type of assistance shall be determined by the Company.

Regular Part-Time Employees Special Severance Pay for regular part-time employees will be prorated based on the hours they work. If a regular part-time Eligible Employee works a set number of hours per week, such employees Special Severance Pay will be based on the number of hours worked per week. For example, if a regular part-time

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document employee is scheduled to work 22 hours per week, his/her Special Severance Pay will be based on 22 hours per week. If such an Eligible Employee works more than 20 hours each week but the actual number of hours worked varies weekly, the average hours per week worked in the 12 months immediately prior to the Termination Date will be calculated to determine the amount of Special Severance Pay payable.

Termination of Severance Payments Rehire In the event that a terminated Eligible Employee is rehired during the notification period, the employee will remain on active status and the Company will not pay the Special Severance Pay.

Improper/Unethical Conduct/Return of Property Special Severance Pay will not be paid in the event of improper or unethical conduct on the part of a terminated Eligible Employee in relation to the Companys affairs including, but not limited to, derogatory comments, misuse or unauthorized disclosure of confidential information, or conduct intended to harm the Company or its employees. Such requirements are further specified in the Release each Eligible Employee must sign as one of the conditions to receiving Special Severance Pay. The Company may require partial or total forfeiture of Special Severance Pay in certain of such cases. It shall also be a condition to the receipt of any benefit under this policy that an Eligible Employee return all Company property to the Company, unless otherwise agreed in writing.

Benefits Payment of Special Severance Pay does not affect the Companys established procedures with respect to payment for accrued but unused vacation, or the methods established for concluding or continuing participation in any benefit program maintained by the Company. The provisions of all the Companys benefit plans, including stock option plans, control in the event of a conflict with any provision herein.

Modifications and Interpretation The Company reserves the right to modify the Executive Change in Control Plan at any time. The members of the board of directors of Company (or any designated committee thereof) shall be the final authority in interpreting and applying any of the provisions of this Executive Change in Control Plan.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Taxes All amounts payable pursuant to this Executive Change in Control Plan shall be paid net of any applicable withholding and/or employment taxes under federal, state or local law and any additional withholding to which the employee has agreed. Notwithstanding anything in this Executive Change in Control Plan to the contrary, any compensation or benefits payable hereunder that constitutes nonqualified deferred compensation (Deferred Compensation) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the Code) and which are payable upon the Eligible Employees termination of employment shall be payable only if such termination constitutes the Eligible Employees separation from service with the Company within the meaning of Code Section 409A (a Separation from Service). In addition, if the Company determines that the Eligible Employee is a specified employee for purposes of Section 409A(a)(2)(B)(i) of the Code at the time of the Eligible Employees Separation from Service, any Deferred Compensation to which the Eligible Employee is entitled hereunder in connection with such Separation from Service shall be delayed to the extent required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. To the extent that the payment of any compensation is delayed in accordance with the preceding sentence, such compensation shall be paid to the Eligible Employee in a lump sum on the first business day following the earlier to occur of (i) the expiration of the six-month period measured from the date of the Eligible Employees Separation from Service, or (ii) the date of the Eligible Employees death, and any compensation or benefits that are payable hereunder following such delay shall be paid as otherwise provided herein. In addition, to the extent that any reimbursements described in Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) (including without limitation, any outplacement services) for which reimbursement in one taxable year could affect the payments or expenses eligible for reimbursement in another taxable year or for which the right to payment is subject to liquidation or exchange for another benefit, such payments or reimbursements shall be made promptly by the Company, but in any event no later than the end of the second calendar year following the calendar year in which the Separation from Service occurs.

Administration/Claims Procedures The Executive Change in Control Plan administration and claims procedure is pursuant to ERISA.

For more information on any aspect of this policy, please contact [intentionally omitted].

Issued: June, 2008 and as amended December, 2008

The CORPORATEplan for RetirementSM EXECUTIVE PLAN

Adoption Agreement

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees under the Employee Retirement Income Security Act with respect to the Employers particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employers attorney prior to adoption.

1.01 PLAN INFORMATION (a) Name of Plan: This is the Celera Corporation Non-Qualified Savings and Deferral Plan (the Plan). (b) Plan Status (Check one.): (1) Adoption Agreement effective date: 11/07/2008. (2) The Adoption Agreement effective date is (Check (A) or check and complete (B)):

(A) ¨ A new Plan effective date .

(B) þ An amendment and restatement of the Plan. The original effective date of the Plan was: 7/1/ 2008 (c) Name of Administrator, if not the Employer:

1.02 EMPLOYER

(a) Employer Name: Celera Corporation

(b) The term Employer includes the following Related Employer(s) (as defined in Section 2.01(a)(25)) participating in the Plan:

Berkeley HeartLab, Inc.

(a) þ The following Employees are eligible to participate in the Plan (Check (1) or (2)):

Only those Employees designated in writing by the Employer, which writing is hereby incorporated (1) þ herein.

(2) ¨ Only those Employees in the eligible class described below:

(b) ¨ The following Directors are eligible to participate in the Plan (Check (1) or (2)):

(1) ¨ Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

(2) ¨ All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director. (Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2) must include the effective date of such participation.)

1.04 COMPENSATION (If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c)) For purposes of determining all contributions under the Plan: (a) ¨ Compensation shall be as defined, with respect to Employees, in the Plan maintained by the Employer: (1) ¨ to the extent it is in excess of the limit imposed under Code section 401(a)(17). (2) ¨ notwithstanding the limit imposed under Code section 401(a)(17). (b) þ Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate): (1) þ but excluding the following:

value of nonqualified stock options to the extent such value is includable in taxable income; severance pay.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) ¨ but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).

1.05 CONTRIBUTIONS ON BEHALF OF EMPLOYEES (a) Deferral Contributions (Complete all that apply):

(1) þ Deferral Contributions. Subject to any minimum or maximum deferral amount provided below, the Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year).

Deferral Contributions Type of Compensation Dollar Amount % Amount Min Max Min Max Base Salary 0 50 (Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(2) þ Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

Deferral Contributions Type of Bonus Treated As Dollar Amount % Amount Performance Non-Performance Based Based Min Max Min Max Annual Bonus Yes 0 100 Other Periodic Bonus Yes 0 100 (Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance- based Bonus with respect to such Participant.)

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1) þ The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:

(A) ¨ % of the Employee Participants Deferral Contributions for the calendar year.

(B) þ The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.

(2) ¨ Matching Contribution Offset. For each Employee Participant who has made elective contributions (as defined in 26 CFR section 1.401(k)-6 (QP Deferrals)) of the maximum permitted under Code section 402(g), or the maximum permitted under the terms of the ______Plan (the QP), to the QP, the Employer shall make a Matching Contribution in an amount equal to (A) minus (B) below:

(A) The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (QP Match)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participants QP Deferrals, determined as though

no limits otherwise imposed by the tax law applied to such QP match; and

the Employee Participants Deferral Contributions had been made to the QP.

(B) The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.

Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3) ¨ Matching Contribution Limits (Check the appropriate box (es)):

(A) ¨ Deferral Contributions in excess of % of the Employee Participants Compensation for the calendar year shall not be considered for Matching Contributions.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (B) ¨ Matching Contributions for each Employee Participant for each calendar year shall be limited to $ .

(1) ¨ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:

(2) þ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.

1.06 CONTRIBUTIONS ON BEHALF OF DIRECTORS

(a) ¨ Director Deferral Contributions

The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.

Deferral Contributions Dollar Amount % Amount Type of Compensation Min Max Min Max

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.) (b) Matching and Employer Contributions:

(1) ¨ Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director Participant in an amount determined as described below:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) ¨ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Director Participant in an amount determined as described below: ______

______

(3) ¨ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Director Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time, in a writing, which is hereby incorporated herein.

1.07 DISTRIBUTIONS The form and timing of distributions from the Participants vested Account shall be made consistent with the elections in this Section 1.07. (a) (1) Distribution options to be provided to Participants

(G) (D) Earlier of (E) Earlier of Change (A) Specified (C) Separation Separation or Separation or in Date (B) Specified Age From Service Age Specified Date (F) Disability Control (H) Death

Deferral þ Lump Sum ¨ Lump Sum þ Lump Sum ¨ Lump Sum ¨ Lump Sum ¨ Lump Sum ¨ ¨ Lump Sum Contribution þ Installments ¨ Installments þ Installments ¨ Installments ¨ Installments ¨ Installments Lump ¨ Installments Sum

Matching ¨ Lump Sum ¨ Lump Sum þ Lump Sum ¨ Lump Sum ¨ Lump Sum ¨ Lump Sum ¨ ¨ Lump Sum Contributions ¨ Installments ¨ Installments ¨ Installments ¨ Installments ¨ Installments ¨ Installments Lump ¨ Installments Sum

Employer ¨ Lump Sum ¨ Lump Sum þ Lump Sum ¨ Lump Sum ¨ Lump Sum ¨ Lump Sum ¨ ¨ Lump Sum Contributions ¨ Installments ¨ Installments þ Installments ¨ Installments ¨ Installments ¨ Installments Lump ¨ Installments Sum (Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer elects only a single payment trigger and/or payment method above, then such single payment trigger and/or payment method shall automatically apply to the Participant. If the employer elects to provide for payment upon a specified date or age, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document years of which must be greater than the number of years required for 100% vesting in any such amounts. If the employer elects to provide for payment upon disability and/or death, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger, the employer must also elect to apply 100% vesting in any such amounts upon disability and/or death.) (2) þ A Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is elected):

(A) ¨ is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(B) þ is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.

(D) ¨ is determined to be disabled pursuant to the following disability insurance program: the definition of disability under which complies with the requirements in regulations under Code section 409A. (Note: If more than one box above is checked, then the Participant will have a Disability if he satisfies at least one of the descriptions corresponding to one of such checked boxes.) (3) þ Regardless of any payment trigger and, as applicable, payment method, to which the Participant would otherwise be subject pursuant to (1) above, the first to occur of the following Plan-level payment triggers will cause payment to the Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided such Plan- level payment trigger occurs prior to the payment trigger to which the Participant would otherwise be subject.

Payment Trigger

(A) ¨ Separation from Service prior to: ______

(B) ¨ Separation from Service

(D) ¨ Change in Control

(1) þ shall

(2) ¨ shall not be permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof. (c) Commencement of Distributions (1) Each lump sum distribution and the first distribution in a series of installment payments (if applicable) shall commence as elected in (A), (B) or (C) below:

(A) þ Monthly on the 15th day of the month which day next follows the applicable triggering event described in 1.07(a). (B) ¨ Quarterly on the _____ day of the following months ______, ______, ______, or______(list one month in each calendar quarter) which day next follows the applicable triggering event described in 1.07(a). (C) ¨ Annually on the _____ day of ______(month) which day next follows the applicable triggering event described in 1.07(a). (Note: Notwithstanding the above: a six-month delay shall be imposed with respect to certain distributions to Specified Employees; a Participant who chooses payment on a Specified Date will choose a month, year or quarter (as applicable) only, and payment will be made on the applicable date elected in (A), (B) or (C) above that falls within such month, year or quarter elected by the Participant.) (2) The commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the following:

(A) ¨ Separation from Service Event Delay Separation from Service will be treated as not having occurred for _____ months after the date of such event.

(B) ¨ Plan Level Delay all distribution events (other than those based on Specified Date or Specified Age) will be treated as not having occurred for _____ days (insert number of days but not more than 30).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) Installment Frequency and Duration If installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below): (1) at the following intervals:

(A) ¨ Monthly commencing on the day elected in Section 1.07(c)(1).

(B) ¨ Quarterly commencing on the day elected in Section1.07(c)(1) (with payments made at three- month intervals thereafter).

(C) þ Annually commencing on the day elected in Section 1.07(c)(1). (2) over the following term(s) (Complete either (A) or (B)): (A) þ Any term of whole years between 2 (minimum of 1) and 15 (maximum of 30).

(B) ¨ Any of the whole year terms selected below.

¨ 1 ¨ 2 ¨ 3 ¨ 4 ¨ 5 ¨ 6 ¨ 7 ¨ 8 ¨ 9 ¨ 10 ¨ 11 ¨ 12 ¨ 13 ¨ 14 ¨ 15 ¨ 16 ¨ 17 ¨ 18 ¨ 19 ¨ 20 ¨ 21 ¨ 22 ¨ 23 ¨ 24 ¨ 25 ¨ 26 ¨ 27 ¨ 28 ¨ 29 ¨ 30 (Note: Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected above.) (e) Conversion to Lump Sum

¨ Notwithstanding anything herein to the contrary , if the Participants vested Account at the time such Account becomes payable to him hereunder does not exceed $ distribution of the Participants vested Account shall automatically be made in the form of a single lump sum at the time prescribed in Section 1.07(c)(1). (f) Distribution Rules Applicable to Pre-effective Date Accruals

þ Benefits accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01(b)(1) above are subject to distribution rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.08 VESTING SCHEDULE (a) (1) The Participants vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the following schedule and unless Section 1.08(a)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

Years of Service Vesting % 0 0 1 25 2 50 3 75 4 100 (2) ¨ Vesting shall be based on the class year method as described in Section 7.03(c). (b) (1) The Participants vested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the following schedule and unless Section 1.08(b)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

Years of Service Vesting % 0 0 1 25 2 50 3 75 4 100 (2) ¨ Vesting shall be based on the class year method as described in Section 7.03(c). (c) ¨ Years of Service shall exclude (Check one.): (1) ¨ for new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A). (2) ¨ for existing plans converting from another plan document, service prior to the original Effective Date as defined in Section 1.01(b)(2)(B). (Note: Do not elect to apply this Section 1.08(c) if vesting is based only on the class year method.) (d) ¨ Notwithstanding anything to the contrary herein, a Participant will forfeit his Matching Contributions and Employer Contributions (regardless of whether vested) upon the occurrence of the following event(s): ______

______

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Note: Contributions with respect to Directors, which are 100% vested at all times, are subject to the rule in this subsection (d).) (e) A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (Check the appropriate box(es)):

(1) ¨ Retirement eligibility is the date the Participant attains age and completes Years of Service, as defined in Section 7.03(b).

(2) þ Death.

(3) þ The date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).

(Note: Participants will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is elected.) (f) þ Years of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the following employers:

Applera Corporation

Berkley HeartLab, Inc.

1.09 INVESTMENT DECISIONS A Participants Account shall be treated as invested in the Permissible Investments as directed by the Participant unless otherwise provided below:

1.10 ADDITIONAL PROVISIONS The Employer may elect Option below and complete the Superseding Provisions Addendum to describe overriding provisions that are not otherwise reflected in this Adoption Agreement. þ The Employer has completed the Superseding Provisions Addendum to reflect the provisions of the Plan that supersede provisions of this Adoption Agreement and/or the Basic Plan Document.

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this day of , 20 .

Employer

Title

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this day of , 20 .

Employer

Title

Plan Name: Celera Corporation Non-Qualified Savings and Deferral Plan (the Plan)

Employer: Celera Corporation

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended Effective Date

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:

By:

Title:

Date:

Plan Name: Celera Corporation Non-Qualified Savings and Deferral Plan (the Plan)

Employer: Celera Corporation

Section Amended Effective Date

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:

By:

Title:

Date:

Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES

Plan Name: Celera Corporation Non-Qualified Savings and Deferral Plan (the Plan)

1. Benefits for Kathy Ordonez pursuant to the Applera Corporation Supplemental Executive Retirement Plan shall be subject to the distribution provisions as if such amounts were a deferral contribution pursuant to Section 1.07 of the Adoption Agreement. Ms. Ordonez shall, on or prior to December 31, 2008, make an election with respect to such distribution.

Re: SUPERSEDING PROVISIONS for

Plan Name: Celera Corporation Non-Qualified Savings and Deferral Plan (the Plan)

(a) Superseding Provision(s) The following provisions supersede other provisions of this Adoption Agreement and/or the Basic Plan Document as described below: Notwithstanding anything to the contrary, for purposes of Sec. 1.08(e) Retirement shall be defined as the later of age 65 or five years of service.

The CORPORATEplan for RetirementSM EXECUTIVE PLAN

BASIC PLAN DOCUMENT

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. The Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. The Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees under the Employee Retirement Income Security Act with respect to the Employers particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employers attorney prior to adoption.

ARTICLE 1 ADOPTION AGREEMENT 1

ARTICLE 2 DEFINITIONS 1

2.01 - Definitions 1

ARTICLE 3 PARTICIPATION 5

3.01 - Date of Participation 5 3.02 - Participation Following a Change in Status 5

ARTICLE 4 CONTRIBUTIONS 6

4.01 - Deferral Contributions 6 4.02 - Matching Contributions 7 4.03 - Employer Contributions 7 4.04 - Election Forms 7

ARTICLE 5 PARTICIPANTS ACCOUNTS 7

ARTICLE 6 INVESTMENT OF ACCOUNTS 8

6.01 - Manner of Investment 8 6.02 - Investment Decisions, Earnings and Expenses 8

ARTICLE 7 RIGHT TO BENEFITS 8

7.01 - Retirement 8 7.02 - Death 8 7.03 - Separation from Service 8 7.04 - Vesting after Partial Distribution 9 7.05 - Forfeitures 9 7.06 - Change in Control 9 7.07 - Disability 10 7.08 - Directors 10

ARTICLE 8 DISTRIBUTION OF BENEFITS 10

8.01 - Events Triggering and Form of Distributions 10 8.02 - Notice to Trustee 12 8.03 - Unforeseeable Emergency Withdrawals 12

9.01 - Amendment by Employer 12 9.02 - Termination 12

ARTICLE 10 MISCELLANEOUS 12

10.01 - Communication to Participants 12 10.02 - Limitation of Rights 12 10.03 - Nonalienability of Benefits 12 10.04 - Facility of Payment 13 10.05 - Plan Records 13 10.06 - USERRA 13 10.07 - Governing Law 13

ARTICLE 11 PLAN ADMINISTRATION 13

11.01 - Powers and Responsibilities of the Administrator 13 11.02 - Claims and Review Procedures 14

It is the intention of the Employer to establish herein an unfunded plan maintained solely for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in ERISA. The Employer further intends that this Plan comply with Code section 409A, and the Plan is to be construed accordingly.

If the Employer has previously maintained the Plan described herein pursuant to a previously existing plan document or description, the Employers adoption of this Plan document is an amendment and complete restatement of, and supersedes, such previously existing document or description with respect to benefits accrued or to be paid on or after the effective date of this document (except to the extent expressly provided otherwise herein).

Article 1. Adoption Agreement. Article 2. Definitions. 2.01. Definitions. (a) Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context: (1) Account means an account established on the books of the Employer for the purpose of recording amounts credited to a Participant and any income, expenses, gains, or losses attributable thereto. (2) Active Participant means a Participant who is eligible to accrue benefits under a plan (other than earnings on amounts previously deferred) within the 24-month period ending on the date the Participant becomes a Participant under Section 3.01. Notwithstanding the above, however, a Participant is not an Active Participant if he has been paid all amounts deferred under the plan, provided that he was, on and before the date of the last payment, ineligible to continue or to elect to continue to participate in the plan for periods after such last payment (other than through an election of a different time and form of payment with respect to the amounts paid). (A) For purposes of Section 4.01(d), as used in the first paragraph of the definition of Active Participant above, plan means an account balance plan (or portion thereof) of the Employer or a Related Employer subject to Code section 409A pursuant to which the Participant is eligible to accrue benefits only if the Participant elects to defer compensation thereunder, and the date the Participant becomes a Participant under Section 3.01 refers only to the date the Participant becomes a Participant with respect to Deferral Contributions. (B) For purposes of Section 8.01(a)(2), as used in the first paragraph of the definition of Active Participant above, plan means an account balance plan (or portion thereof) of the Employer or a Related Employer subject to Code section 409A pursuant to which the Participant is eligible to accrue benefits without any election by the Participant to defer compensation thereunder, and the date the Participant becomes a Participant under Section 3.01 refers only to the date the Participant becomes a Participant with respect to Matching or Employer Contributions.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) Administrator means the Employer adopting this Plan (but excluding Related Employers) or other person designated by the Employer in Section 1.01(c). (4) Adoption Agreement means Article 1, under which the Employer establishes and adopts or amends the Plan and selects certain provisions of the Plan. The provisions of the Adoption Agreement are an integral part of the Plan. (5) Beneficiary means the person or persons entitled under Section 7.02 to receive benefits under the Plan upon the death of a Participant. (6) Bonus means any Performance-based Bonus or any Non-performance-based Bonus as listed and identified in the table in Section 1.05(a)(2) hereof. (7) Change in Control means a change in control with respect to the applicable corporation, as defined in 26 CFR section 1.409A-3(i)(5). For purposes of this definition applicable corporation means: (A) The corporation for which the Participant is performing services at the time of the change in control event; (B) The corporation(s) liable for payment hereunder (but only if either the accrued benefit hereunder is attributable to the performance of service by the Participant for such corporation(s) or there is a bona fide business purpose for such corporation(s) to be liable for such payment and, in either case, no significant purpose of making such corporation(s) liable for such benefit is the avoidance of Federal income tax); or (C) A corporate majority shareholder of one of the corporations described in (A) or (B) above or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (A) or (B) above. (8) Code means the Internal Revenue Code of 1986, as amended from time to time. (9) Compensation means for purposes of Article 4: (A) If the Employer elects Section 1.04(a), such term as defined in such Section 1.04(a). (B) If the Employer elects Section 1.04(b), wages as defined in Code section 3401(a) and all other payments of compensation to an Employee by the Employer (in the course of the Employers trade or business) for which the Employer is required to furnish the Employee a written statement under Code sections 6041(d) and 6051(a)(3), excluding any items elected by the Employer in Section 1.04(b), reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits, but including amounts that are not includable in the gross income of the Employee under a salary reduction agreement by reason of the application of Code section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b). Compensation shall be determined without regard to any rules under Code section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code section 3401(a)(2)).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (C) If the Employer elects Section 1.04(c), any and all monetary remuneration paid to the Director by the Employer, including, but not limited to, meeting fees and annual retainers, and excluding items listed in Section 1.04(c). For purposes of this Section 2.01(a)(9), Compensation shall also include amounts deferred pursuant to an election under Section 4.01. (10) Deferral Contribution means a hypothetical contribution credited to a Participants Account as the result of the Participants election to reduce his Compensation in exchange for such credit, as described in Section 4.01. (11) Director means a person, other than an Employee, who is elected or appointed as a member of the board of directors of the Employer, with respect to a corporation, or to an analogous position with respect to an entity that is not a corporation. (12) Disability is described in Section 1.07(a)(2). (13) Employee means any employee of the Employer. (14) Employer means the employer named in Section 1.02(a) and any Related Employers listed in Section 1.02(b). (15) Employer Contribution means a hypothetical contribution credited to a Participants Account under the Plan as a result of the Employers crediting of such amount, as described in Section 4.03. (16) Employment Commencement Date means the date on which the Employee commences employment with the Employer. (17) ERISA means the Employee Retirement Income Security Act of 1974, as from time to time amended. (18) Inactive Participant means a Participant who is not an Employee or Director. (19) Matching Contribution means a hypothetical contribution credited to a Participants Account under the Plan as a result of the Employers crediting of such amount, as described in Section 4.02. (20) Non-performance-based Bonus means any Bonus listed under the column entitled non-performance based in Section 1.05(a)(2). (21) Participant means any Employee or Director who participates in the Plan in accordance with Article 3 (or formerly participated in the Plan and has an amount credited to his Account). (22) Performance-based Bonus means any Bonus listed under the column entitled performance based in Section 1.05(a)(2), which constitutes compensation, the amount of, or entitlement to, which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months and which is further defined in 26 CFR section 1.409A-1(e). (23) Permissible Investment means the investments specified by the Employer as available for hypothetical investment of Accounts. The Permissible Investments under the Plan are listed in the Service Agreement, and the provisions of the Service Agreement listing the Permissible Investments are hereby incorporated herein.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (24) Plan means the plan established by the Employer as set forth herein as a new plan or as an amendment to an existing plan, such establishment to be evidenced by the Employers execution of the Adoption Agreement, together with any and all amendments hereto. (25) Related Employer means any employer other than the Employer named in Section 1.02(a), if the Employer and such other employer are members of a controlled group of corporations (as defined in Code section 414(b)) or trades or businesses (whether or not incorporated) under common control (as defined in Code section 414(c)). (26) Separation from Service means the date the Participant retires or otherwise has a termination of employment (or a termination of the contract pursuant to which the Participant has provided services as a Director, for a Director Participant) with the Employer and all Related Employers, as further defined in 26 CFR section 1.409A-1(h); provided, however, that (A) For purposes of this paragraph (26), the definition of Related Employer shall be modified as follows: (i) In applying Code section 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code section 414(b), the phrase at least 50% shall be used instead of at least 80 percent each place at least 80 percent appears in Code section 1563(a)(1), (2) and (3); and (ii) In applying 26 CFR section 1.414(c)-2 for purposes of determining trades or business (whether or not incorporated) under common control for purposes of Code section 414(c), the phrase at least 50% shall be used instead of at least 80 percent each place at least 80 percent appears in 26 CFR section 1.414(c)-2. (B) In the event a Participant provides services to the Employer or a Related Employer as an Employee and a Director, (i) The Employee Participants services as a Director are not taken into account in determining whether the Participant has a Separation from Service as an Employee; and (ii) The Director Participants services as an Employee are not taken into account in determining whether the Participant has a Separation from Service as a Director provided that this Plan is not aggregated with a plan subject to Code section 409A in which the Director Participant participates as an employee of the Employer or a Related Employer or in which the Employee Participant participates as a director (or a similar position with respect to a non-corporate entity) of the Employer or a Related Employer, as applicable, pursuant to 26 CFR section 1.409A-1(c)(2)(ii). (27) Service Agreement means the agreement between the Employer and Trustee regarding the arrangement between the parties for recordkeeping services with respect to the Plan. (28) Specified Employee, (unless defined by the Employer in a separate writing, in which case such writing is hereby incorporated herein) means a Participant who meets the requirements in 26 CFR section 1.409A-1(i) applying the default definition components provided in such regulation (those that would apply absent elections, as described in 26 CFR section 1.409A-1(i)(8)), including an identification date of December 31. In the event that such default definition components are applicable, the Employer has elected Section 1.01(b)(2) and, immediately prior to the date in Section 1.01(b)(2), the Plan applied an identification date (the prior date) other than the December 31, the prior date shall continue to apply, and December 31 shall not apply, until the date that is 12 months after the date in Section 1.01(b)(2).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (29) Trust means the trust created by the Employer, pursuant to the Trust agreement between the Employer and the Trustee, under which assets are held, administered, and managed, subject to the claims of the Employers creditors in the event of the Employers insolvency, until paid to Participants and their Beneficiaries as specified in the Plan. (30) Trust Fund means the property held in the Trust by the Trustee. (31) Trustee means the individual(s) or entity appointed by the Employer under the Trust agreement. (32) Unforeseeable Emergency is as defined in 26 CFR section 1.409A-3(i)(3)(i). (33) Year of Service is as defined in Section 7.03(b) for purposes of the elapsed time method and in Section 7.03(c) for purposes of the class year method. (b) Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise.

Article 3. Participation. 3.01. Date of Participation. An Employee or Director becomes a Participant on the date such Employees or Directors participation becomes effective (as described in Section 1.03). 3.02. Participation following a Change in Status. (a) If a Participant ceases to be an Employee or Director and thereafter resumes the same status he had as a Participant during his immediately previous participation in the Plan (as an Employee if previously a Participant as an Employee and as a Director if previously a Participant as a Director), he will again become a Participant immediately upon resumption of such status, provided, however, that if such Participant is a Director, he is an eligible Director upon resumption of such status (as defined in Section 1.03(b)), and provided, further, that if such Participant is an Employee, he is an eligible Employee upon resumption of such status (as defined in Section 1.03(a)). Deferral Contributions to such Participants Account thereafter, if any, shall be subject to (1) or (2) below. (1) If the Participant resumes such status during a period for which such Participant had previously made a valid deferral election pursuant to Section 4.01, he shall immediately resume such Deferral Contributions. Deferral Contributions applicable to periods thereafter shall be made pursuant to the election and other rules described in Section 4.01. (2) If the Participant resumes such status after the period described in the first sentence of paragraph (1) of this Section 3.02, any Deferral Contributions with respect to such Participant shall be made pursuant to the election and other rules described in Section 4.01. (b) When an individual who is a Participant due to his status as an eligible Employee (as defined in Section 1.03(a)) continues in the employ of the Employer or Related Employer but ceases to be an eligible Employee, the individual shall not receive an allocation of Matching or Employer Contributions for the period during which he is not an eligible Employee. Such Participant shall continue to make Deferral Contributions throughout the remainder of the applicable period (as described in Section 4.01) in which such change in status occurs, if, and as, applicable.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) When an individual who is a Participant due to his status as an eligible Director (as defined in Section 1.03(b)) continues his directorship with the Employer or a Related Employer but ceases to be an eligible Director, the individual shall not receive an allocation of Matching or Employer Contributions for the period during which he is not an eligible Director. Such Participant shall continue to make Deferral Contributions throughout the remainder of the applicable period (as described in Section 4.01) in which such change in status occurs, if, and as, applicable.

Article 4. Contributions. 4.01 Deferral Contributions. If elected by the Employer pursuant to Section 1.05(a) and/or 1.06(a), a Participant described in such applicable Section may elect to reduce his Compensation by a specified percentage or dollar amount. The Employer shall credit an amount to the Participants Account equal to the amount of such reduction. Except as otherwise provided in this Section 4.01, such election shall be effective to defer Compensation relating to all services performed in the calendar year beginning after the calendar year in which the Participant executes the election. Under no circumstances may a salary reduction agreement be adopted retroactively. If the Employer has elected to apply Section 1.05(a)(2), no amount will be deducted from Bonuses unless the Participant has made a separate deferral election applicable to such Bonuses. A Participants election to defer Compensation may be changed at any time before the last permissible date for making such election, at which time such election becomes irrevocable. Notwithstanding anything herein to the contrary, the conditions under which a Participant may make a deferral election as provided in the applicable salary reduction agreement are hereby incorporated herein and supersede any otherwise inconsistent Plan provision. (a) Performance Based Bonus. With respect to a Performance-based Bonus, a separate election made pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if made no later than 6 months before the end of the period during which the services on which such Performance-based Bonus is based are performed. (b) Fiscal Year Bonus. With respect to a Bonus relating to a period of service coextensive with one or more consecutive fiscal years of the Employer, of which no amount is paid or payable during the service period, a separate election pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if made no later than the close of the Employers fiscal year next preceding the first fiscal year in which the Participant performs any services for which such Bonus is payable. (c) Cancellation of Salary Reduction Agreement. (1) The Administrator may cancel a Participants salary reduction agreement pursuant to the provisions of 26 CFR section 1.409A-3(j)(4)(viii) in connection with the Participants Unforeseeable Emergency. To the extent required pursuant to the application of 26 CFR section 1.401(k)-1(d)(3) (or any successor thereto), a Participants salary reduction agreement shall be automatically cancelled. (2) The Administrator may cancel a Participants salary reduction agreement pursuant to the provisions of 26 CFR section 1.409A-3(j)(4)(xii) in connection with the Participants disability. Such cancellation must occur by the later of the end of the Participants taxable year or the 15th day of the third month following the date the Participant incurs a disability. For purposes of this paragraph (2), a disability is any medically determinable physical or mental impairment resulting in the Participants inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In no event may the Participant, directly or indirectly, elect such a cancellation. A cancellation pursuant to this subsection (c) shall apply only to Compensation not yet earned. (d) Initial Deferral Election. Notwithstanding the above, if the Participant is not an Active Participant, the Participant may make an election to defer Compensation within 30 days after the Participant becomes a Participant, which election shall be effective with respect to Compensation payable for services performed during the calendar year (or other deferral period described in (a) or (b) above, as applicable) and after the date of such election. For Compensation that is earned based upon a specified performance period (e.g., an annual bonus) an election pursuant to this subsection (d) will be effective to defer an amount equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

4.02. Matching Contributions. If so provided by the Employer in Section 1.05(b) and/or 1.06(b)(1), the Employer shall credit a Matching Contribution to the Account of each Participant entitled to such Matching Contribution. The amount of the Matching Contribution shall be determined in accordance with Section 1.05(b) and/or 1.06(b)(1), as applicable, provided, however, that the Matching Contributions credited to the Account of a Participant pursuant to Section 1.05(b)(2) shall be limited pursuant to (a) and (b) below: (a) The sum of Matching Contributions made on behalf of a Participant pursuant to Section 1.05(b)(2) for any calendar year and any other benefits the Participant accrues pursuant to another plan subject to Code section 409A as a result of such Participants action or inaction under a qualified plan with respect to elective deferrals and other employee pre-tax contributions subject to the contribution restrictions under Code section 401(a)(30) or 402(g) shall not result in an increase in the amounts deferred under all plans subject to Code section 409A in which the Participant participates in excess of the limit with respect to elective deferrals under Code section 402(g)(1)(A), (B) and (C) in effect for the calendar year in which such action or inaction occurs; and (b) The Matching Contributions made on behalf of a Participant pursuant to Section 1.05(b)(2) shall never exceed 100% of the matching amounts that would be provided under the qualified employer plan identified in Section 1.05(b)(2) absent any plan-based restrictions that reflect limits on qualified plan contributions under the Code.

4.03. Employer Contributions. If so provided by the Employer in Section 1.05(c)(1) and/or 1.06(b)(2), the Employer shall make an Employer Contribution to be credited to the Account of each Participant entitled thereto in the amount provided in such Section(s). If so provided by the Employer in Section 1.05(c)(2) and/or 1.06(b)(3), the Employer may make an Employer Contribution to be credited to the Account maintained on behalf of any Participant in such an amount as the Employer, in its sole discretion, shall determine, subject to the provisions of the applicable Section.

4.04. Election Forms. Notwithstanding anything herein to the contrary, the terms of an election form with respect to the conditions under which a Participant may make any election hereunder, as provided in such form (whether electronic or otherwise) are hereby incorporated herein and supersede any otherwise inconsistent Plan provision.

Article 5. Participants Accounts. The Administrator will maintain an Account for each Participant, reflecting hypothetical contributions credited to the Participant, along with hypothetical earnings, expenses, gains and losses, pursuant to the terms hereof. A hypothetical contribution shall be credited to the Account of a Participant on the date determined by the Employer and accepted by the Plan recordkeeper. The Administrator will maintain such other accounts and records as it deems appropriate to the discharge of its duties under the Plan.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Article 6. Investment of Accounts. 6.01. Manner of Investment. All amounts credited to the Accounts of Participants shall be treated as though invested and reinvested only in Permissible Investments.

6.02. Investment Decisions, Earnings and Expenses. Investments in which the Accounts of Participants shall be treated as invested and reinvested shall be directed by the Employer or by each Participant, or both, in accordance with Section 1.09. All dividends, interest, gains, and distributions of any nature that would be earned on a Permissible Investment will be credited to the Account as though reinvested in additional shares of that Permissible Investment. Expenses that would be attributable to such investments shall be charged to the Account of the Participant.

Article 7. Right to Benefits. 7.01. Retirement. If provided by the Employer in Section 1.08(e)(1), the Account of a Participant or an Inactive Participant who attains retirement eligibility prior to a Separation from Service will be 100% vested.

7.02. Death. If provided by the Employer in Section 1.08(e)(2), the Account of a Participant or former Participant who dies before the distribution of his entire Account will be 100% vested, provided that at the time of his death he is earning Years of Service.

A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries, by giving notice to the Administrator on a form designated by the Administrator. If more than one person is designated as the Beneficiary, their respective interests shall be as indicated on the designation form.

A copy of the death certificate or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participants Account, such amount will be paid to his surviving spouse or, if none, to his estate (such spouse or estate shall be deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits to such Beneficiary have commenced, but before they have been completed, and, in the opinion of the Administrator, no person has been designated to receive such remaining benefits, then such benefits shall be paid to the deceased Beneficiarys estate.

A distribution to a Beneficiary of a Specified Employee is not considered to be a payment to a Specified Employee for purposes of Sections 1.07 and 8.01(e).

7.03. Separation from Service. (a) General. If provided by the Employer in Section 1.08, and subject to Section 1.08(e)(2), if a Participant has a Separation from Service, he will be entitled to a benefit equal to (i) the vested percentage(s) of the value of the Matching and Employer Contributions credited to his Account, as adjusted for income, expense, gain, or loss, such percentage(s) determined in accordance with the vesting schedule(s) and methodology selected by the Employer in Section 1.08, and (ii) the value of the Deferral Contributions to his Account as adjusted for income, expense, gain, or loss. The amount payable under this Section 7.03 will be distributed in accordance with Article 8.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Elapsed Time Vesting. Unless otherwise provided by the Employer in Section 1.08, vesting shall be determined based on the elapsed time method. For purposes of the elapsed time method, Years of Service means, with respect to any Participant or Inactive Participant, the number of whole years of his periods of service with the Employer and any Related Employers (as defined in Section 2.01(a)(26)(A)), subject to any exclusion elected by the Employer in Section 1.08(c). A Participant or Inactive Participant will receive credit for the aggregate of all time period(s) commencing with his Employment Commencement Date and ending on the date a break in service begins, unless any such years are excluded by Section 1.08(c). A Participant or Inactive Participant will also receive credit for any period of severance of less than 12 consecutive months. Fractional periods of a year will be expressed in terms of days. A break in service is a period of severance of at least 12 consecutive months. A period of severance is a continuous period of time beginning on the date the Participant or Inactive Participant incurs a Separation from Service, or if earlier, the 12-month anniversary of the date on which the Participant or Inactive Participant was otherwise first absent from service. Notwithstanding the above, the Employer shall comply with any service crediting rules to the extent required by applicable law. (c) Class Year Vesting. If provided by the Employer in Section 1.08, a Participants or Inactive Participants vested percentage in the Matching Contributions and/or Employer Contributions portion(s) of his Account shall be determined pursuant to the class year method. Pursuant to such method, amounts attributable to the applicable contribution types are assigned to class years established in the records of the Plan. Such class years are years (calendar or non-calendar) to which the contribution is assigned by the Administrator, as described in the Service Agreement between the Trustee and the Employer. The Participants or Inactive Participants vested percentage in amounts attributable to a particular contribution is determined from the beginning of the applicable class year to the date the Participant or Inactive Participant incurs a Separation from Service. For purposes of the class year method, a Participant or Inactive Participant is credited with a Year of Service on the first day of each such class year.

7.04. Vesting after Partial Distribution. If a distribution from a Participants Account has been made to him at a time when his Account is less than 100% vested, the vesting schedule in Section 1.08 will thereafter apply only to amounts in his Account attributable to Matching Contributions and Employer Contributions credited after such distribution. The balance of his Account attributable to Matching Contributions and Employer Contributions immediately after such distribution will be subject to the following for the purpose of determining his interest therein.

At any relevant time prior to a forfeiture of any portion thereof under Section 7.05, a Participants nonforfeitable interest in the portion of his Account described in the sentence immediately above will be equal to P(AB + (RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time determined under Section 1.08; AB is the account balance of such portion at the relevant time; D is the amount of the distribution; and R is the ratio of the account balance of such portion at the relevant time to the account balance of such portion after distribution. Following a forfeiture of any portion of such portion under Section 7.05 below, any balance with respect to such portion will remain fully vested and nonforfeitable.

7.05. Forfeitures. Once payments are to commence to a Participant or Inactive Participant hereunder, the portion of such Account subject to the same payment commencement date but not yet vested, if any, (determined by his vested percentage at such payment commencement date) will be forfeited by him

7.06. Change in Control. If the Employer has elected to apply Section 1.07(a)(3)(D), then, upon a Change in Control, notwithstanding any other provision of the Plan to the contrary, all Participant Accounts shall be 100% vested.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.07. Disability. If the Employer has elected to apply Section 1.08(e)(3), then, upon the date a Participant incurs a Disability, as defined in Section 1.07(a)(2), notwithstanding any other provision of the Plan to the contrary, all Accounts of such Participant shall be 100% vested.

7.08. Directors. Notwithstanding any other provision of the Plan to the contrary, all Accounts of a Participant who is a Director shall be 100% vested at all times, including Accounts attributable to the Participants service as an Employee, if any.

Article 8. Distribution of Benefits. 8.01 Events Triggering, and Form of, Distributions. (a) Events triggering the distribution of benefits and the form of such distributions are described in Section 1.07(a), pursuant to the Employers election and/or the Participants election, as applicable. (1) With respect to the form and time of distribution of amounts attributable to a Deferral Contribution, a Participant election must be made no later than the time by which the Participant must elect to make a Deferral Contribution, as described in Section 4.01. (2) With respect to the form and time of distribution of amounts attributable to Matching or Employer Contributions, a Participant election must be made no later than the time by which a Participant would be required to make a Deferral Contribution as described in Section 4.01 with respect to the calendar year for which the Matching and/or Employer Contributions are credited. For purposes of applying Section 4.01(d) Active Participant shall have the meaning assigned in Section 2.01(a)(2)(B). (3) Notwithstanding anything herein to the contrary, an election choosing a distribution trigger and payment method pursuant to Section 1.07(a)(1) will only be effective with respect to amounts attributable to contributions credited to the Participants Account for the calendar year (or other deferral period described in 4.01(a) or (b)) to which such election relates. Amounts attributable to contributions credited to a Participants account prior to the effective date of any new election will not be affected and will be paid in accordance with the otherwise applicable election. (b) If the Employer elects to permit a distribution election change pursuant to Section 1.07(b), then any such distribution election change must satisfy (1) through (3) below: (1) Such election may not take effect until at least 12 months after the date on which such election is made. (2) In the case of an election related to a payment not on account of Disability, death or the occurrence of an Unforeseeable Emergency, the payment with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been paid (or in the case of installment payments, five years from the date the first amount was scheduled to be paid).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) Any election related to a payment at a specified time or pursuant to a fixed schedule may not be made less than 12 months prior to the date the payment is scheduled to be paid (or in the case of installment payments, 12 months prior to the date the first amount was scheduled to be paid). With respect to any initial distribution election, a Participant shall in no event be permitted to make more than one distribution election change. (c) A Participants entitlement to installments will not be treated as an entitlement to a series of separate payments. (d) If the Plan does not provide for Plan-level payment triggers pursuant to Section 1.07(a)(3), and the Participant does not designate in the manner prescribed by the Administrator the method of distribution, and/or the distribution trigger (if and as required), such method of distribution shall be a lump sum at Separation from Service. (e) Notwithstanding anything herein to the contrary, with respect to any Specified Employee, if the applicable payment trigger is Separation from Service, then payment shall not commence before the date that is six months after the date of Separation from Service (or, if earlier, the date of death of the Specified Employee, pursuant to Section 7.02). Payments to which a Specified Employee would otherwise be entitled during the first six months following the date of Separation from Service are delayed by six months. (f) Notwithstanding anything herein to the contrary, the Administrator may, in its discretion, automatically pay out a Participants vested Account in a lump sum, provided that such payment satisfies the requirements in (1) through (3) below: (1) Such payment results in the termination and liquidation of the entirety of the Participants interest under the plan (as defined in 26 CFR section 1.409A-1(c)(2)), including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under 26 CFR section 1.409A-1(c)(2); (2) Such payment is not greater than the applicable dollar amount under Code section 402(g)(1)(B); and (3) Such exercise of Administrator discretion is evidenced in writing no later than the date of such payment. (g) Notwithstanding anything herein to the contrary, the Administrator may, in its discretion, delay a payment otherwise required hereunder to a date after the designated payment date due to any of the circumstances described in (1) through (4) below, provided that the Administrator treats all payments to similarly situated Participants on a reasonably consistent basis. (1) In the event the Administrator reasonably anticipates that, if the payment were made as scheduled, the Employers deduction with respect to such payment would not be permitted due to the application of Code section 162(m), provided the delay complies with the conditions in 26 CFR section 1.409A-2(b)(7)(i). (2) In the event the Administrator reasonably anticipates that the making of such payment will violate Federal securities laws or other applicable law, provided the delay complies with the conditions in 26 CFR section 1.409A-2(b)(7)(ii). (3) Upon such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (4) Upon a change in control event, provided the delay complies with conditions in 26 CFR section 1.409A-3(i)(5)(iv). (h) Notwithstanding anything herein to the contrary, the Administrator may provide an election to change the time or form of a payment hereunder to satisfy the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, 38 USC sections 4301 through 4344.

8.02. Notice to Trustee. The Administrator will provide direction to the Trustee, as provided in the Trust agreement, whenever any Participant or Beneficiary is entitled to receive benefits under the Plan. The Administrators notice shall indicate the form, amount and frequency of benefits that such Participant or Beneficiary shall receive.

8.03. Unforeseeable Emergency Withdrawals. Notwithstanding anything herein to the contrary, a Participant may apply to the Administrator to withdraw some or all of his Account if such withdrawal is made on account of an Unforeseeable Emergency as determined by the Administrator in accordance with the requirements of and subject to the limitations provided in 26 CFR section 1.409A-3(i)(3).

Article 9. Amendment and Termination. 9.01 Amendment by Employer. The Employer reserves the authority to amend the Plan in its discretion. Any such amendment notwithstanding, no Participants Account shall be reduced by such amendment below the amount to which the Participant would have been entitled if he had voluntarily left the employ of the Employer immediately prior to the date of the change.

9.02. Termination. The Employer has no obligation or liability whatsoever to maintain the Plan for any length of time and may terminate the Plan at any time by written notice delivered to the Trustee without any liability hereunder for any such discontinuance or termination. Such termination shall comply with 26 CFR section 1.409A-3(j)(4)(ix) and other applicable guidance.

Article 10. Miscellaneous. 10.01. Communication to Participants. The Plan will be communicated to all Participants by the Employer promptly after the Plan is adopted.

10.02. Limitation of Rights. Neither the establishment of the Plan and the Trust, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to any Participant or other person any legal or equitable right against the Employer, Administrator or Trustee, except as provided herein; in no event will the terms of employment or service of any individual be modified or in any way affected hereby.

10.03. Nonalienability of Benefits. The benefits provided hereunder will not be subject to alienation, assignment, garnishment, attachment, execution or levy of any kind, either voluntarily or involuntarily, and any attempt to cause such benefits to be so subjected will not be recognized, except to such extent as may be required by law and as provided pursuant to a domestic relations order (defined in Code section 414(p)(1)(B)), as determined by the Administrator. Pursuant to a domestic relations order, payments may be accelerated to a time sooner, and pursuant to a schedule more rapid, than the time and schedule applicable in the absence of the domestic relations order, provided that such payment pursuant to such order is not made to the Participant and provided further that this provision shall not be construed to provide the Participant discretion regarding whether such payment time or schedule will be accelerated.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.04. Facility of Payment. In the event the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may disburse such payments, or direct the Trustee to disburse such payments, as applicable, to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments shall be complete acquittance therefore, and any such payment to the extent thereof, shall discharge the liability of the Trust for the payment of benefits hereunder to such recipient.

10.05. Plan Records. The Administrator shall maintain the records of the Plan on a calendar-year basis.

10.06. USERRA. Notwithstanding anything herein to the contrary, the Administrator shall permit any Participant election and make any payments hereunder required by the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, 38 USC 4301-4334.

10.07. Governing Law. The Plan and the accompanying Adoption Agreement will be construed, administered and enforced according to ERISA, and to the extent not preempted thereby, the laws of the State in which the Employer has its principal place of business, without regard to the conflict of laws principles of such State.

Article 11. Plan Administration. 11.01. Powers and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrators powers and responsibilities include, but are not limited to, the following: (a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan; (b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan; (c) To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan; (d) To administer the claims and review procedures specified in Section 11.02; (e) To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan; (f) To determine the person or persons to whom such benefits will be paid; (g) To authorize the payment of benefits; (h) To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan; and (i) By written instrument, to allocate and delegate its responsibilities, including the formation of an administrative committee to administer the Plan.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 11.02. Claims and Review Procedures. (a) Claims Procedure. If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the person wishes to submit a request for review, including a statement of the such persons right to bring a civil action under ERISA section 502(a) following as adverse determination upon review. Such notification will be given within 90 days after the claim is received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90-day period). If the claim concerns disability benefits under the Plan, the Plan Administrator must notify the claimant in writing within 45 days after the claim has been filed in order to deny it. If special circumstances require an extension of time to process the claim, the Plan Administrator must notify the claimant before the end of the 45-day period that the claim may take up to 30 days longer to process. If special circumstances still prevent the resolution of the claim, the Plan Administrator may then only take up to another 30 days after giving the claimant notice before the end of the original 30-day extension. If the Plan Administrator gives the claimant notice that the claimant needs to provide additional information regarding the claim, the claimant must do so within 45 days of that notice. (b) Review Procedure. Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Administrator. This written request may include comments, documents, records, and other information relating to the claim for benefits. The claimant shall be provided, upon the claimants request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision on review will be made within 60 days after the request for review is received by the Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period). The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review. If the initial claim was for disability benefits under the Plan and has been denied by the Plan Administrator, the claimant will have 180 days from the date the claimant received notice of the claims denial in which to appeal that decision. The review will be handled completely independently of the findings and decision made regarding the initial claim and will be processed by an individual who is not a subordinate of the individual who denied the initial claim. If the claim requires medical judgment, the individual handling the appeal will consult with a medical professional whom was not consulted regarding the initial claim and who is not a subordinate of anyone consulted regarding the initial claim and identify that medical professional to the claimant.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Plan Administrator shall provide the claimant with written notification of a plans benefit determination on review. In the case of an adverse benefit determination, the notification shall set forth, in a manner calculated to be understood by the claimant the specific reason or reasons for the adverse determinations, reference to the specific plan provisions on which the benefit determination is based, a statement that the claimant is entitled to receive, upon the claimants request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 No. 333-155274 of Celera Corporation of our report dated March 25, 2009, relating to the financial statements and financial statement schedule, which appears in this Form 10-KT.

/S/ PRICEWATERHOUSECOOPERS LLP San Jose, California March 25, 2009

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)

I, Kathy Ordoñez, certify that: 1. I have reviewed this transition report on Form 10-KT of Celera Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and 5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: March 25, 2009 /S/ KATHY ORDOÑEZ Kathy Ordoñez Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)

I, Joel R. Jung, certify that: 1. I have reviewed this transition report on Form 10-KT of Celera Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and 5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: March 25, 2009 /S/ JOEL R. JUNG Joel R. Jung Chief Financial Officer

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Kathy Ordoñez, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the transition report of Celera Corporation on Form 10-KT for the six months ended December 27, 2008 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in such transition report on Form 10-KT fairly presents, in all material respects, the financial condition and results of operations of Celera Corporation.

Date: March 25, 2009

By: /S/ KATHY ORDOÑEZ Kathy Ordoñez Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Joel R. Jung, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the transition report of Celera Corporation on Form 10-KT for the six months ended December 27, 2008 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in such transition report on Form 10-KT fairly presents, in all material respects, the financial condition and results of operations of Celera Corporation.

Date: March 25, 2009

By: /S/ JOEL R. JUNG Joel R. Jung Chief Financial Officer