10-Q

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

or

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

For the transition period from                to               

Commission file number: 0-25317

INVITROGEN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 33-0373077
(I.R.S. Employer Identification No.)

1600 Faraday Avenue, Carlsbad, CA 92008
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (760) 603-7200

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

As of May 7, 2001 there were 52,410,532 shares of the registrant's Common Stock, par value $.01 per share, outstanding.

PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements

INVITROGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value data)

			March 31, 2001			December 31, 2000
			(Unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents		$	414,195		$	418,899
	Restricted cash and investments			9,805			11,757
	Trade accounts receivable, net of allowance for doubtful accounts of $5,896 and $5,535			98,856			87,195
	Inventories			86,524			91,664
	Deferred income taxes			22,705			28,567
	Prepaid expenses and other current assets			21,603			33,667
		Total current assets		653,688			671,749
Property and equipment, net				173,535			171,521
Intangible assets, net				1,413,179			1,473,903
Deferred income taxes				1,751			1,810
Other assets				50,486			50,232
		Total assets	$	2,292,639		$	2,369,215
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Notes payable to banks		$	108		$	1,311
	Current portion of long-term obligations			849			843
	Accounts payable			26,743			24,728
	Accrued expenses and other current liabilities			61,862			79,211
	Income taxes payable			31,031			46,935
		Total current liabilities		120,593			153,028
Long-term obligations and reserves				18,751			15,798
Pension liabilities				12,634			12,614
Deferred income taxes				221,064			231,939
5.5% Convertible Subordinated Notes due March 1, 2007				172,500			172,500
		Total liabilities		545,542			585,879
Minority interest				5,234			4,939
Commitments and contingencies
Stockholders' Equity:
	Preferred stock; $0.01 par value, 6,405,884 shares authorized; no shares issued or outstanding			—			—
	Common stock; $0.01 par value, 125,000,000 shares authorized; 52,291,263 and 51,914,031 shares issued and outstanding			523			519
	Additional paid-in-capital			1,829,778			1,818,123
	Deferred compensation			(2,226	)		(4,209	)
	Accumulated other comprehensive income (loss)			(2,022	)		8,589
	Retained deficit			(84,190	)		(44,625	)
		Total stockholders' equity		1,741,863			1,778,397
		Total liabilities and stockholders' equity	$	2,292,639		$	2,369,215

The accompanying notes are an integral part of these consolidated balance sheets.

2

INVITROGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

			For the Three Months Ended March 31,
			2001			2000
			(Unaudited)
Revenues			$	160,702		$	27,291
Cost of revenues				75,858			9,124
	Gross margin			84,844			18,167
Operating Expenses:
	Sales and marketing			29,235			4,790
	General and administrative			15,075			3,578
	Research and development			10,189			3,582
	Goodwill and other purchased intangibles amortization			69,861			8
	Merger costs			3,332			6,427
		Total operating expenses		127,692			18,385
		Loss from operations		(42,848	)		(218	)
Other income (expense):
	Interest income			5,264			1,886
	Interest expense			(2,641	)		(1,052	)
	Other income (expense), net			1,568			(36	)
		Total other income (expense), net		4,191			798
Income (loss) before provision for income taxes and minority interest				(38,657	)		580
Provision for income taxes				596			2,447
Minority interest				312			—
		Net loss	$	(39,565	)	$	(1,867	)
Loss per common share:
	Basic and diluted		$	(0.76	)	$	(0.08	)
Weighted average shares used in per share calculation:
	Basic and diluted			52,059			22,974

The accompanying notes are an integral part of these consolidated financial statements.

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INVITROGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

				For the Three Months Ended March 31,
				2001			2000
				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(39,565	)	$	(1,867	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation				5,093			1,076
	Amortization of intangible assets				70,213			166
	Amortization of deferred compensation				607			46
	Deferred income taxes				(4,728	)		3,298
	Non-cash merger related costs				781			2,208
	Minority interest				295			—
	Other non-cash adjustments				246			21
	Changes in operating assets and liabilities:
		Trade accounts receivable			(15,471	)		(2,842	)
		Inventories			4,577			(114	)
		Prepaid expenses and other current assets			(3,225	)		1,885
		Other assets			(292	)		86
		Accounts payable			2,759			(1,720	)
		Accrued expenses and other current liabilities			(17,783	)		2,087
		Income taxes			3,156			(899	)
			Net cash provided by operating activities		6,663			3,431
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment				(11,901	)		(2,449	)
	Payments for intangible assets				(5,445	)		(93	)
			Net cash used in investing activities		(17,346	)		(2,542	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Net principal payments on lines of credit				(1,176	)		(410	)
	Proceeds from long-term obligations				—			166,999
	Principal payments on long-term obligations				(316	)		(9,639	)
	Proceeds from sale of common stock				8,866			5,519
			Net cash provided by financing activities		7,374			162,469
	Effect of exchange rate changes on cash				(1,395	)		1
			Net increase (decrease) in cash and cash equivalents		(4,704	)		163,359
	Cash and cash equivalents, beginning of period				418,899			102,238
	Cash and cash equivalents, end of period			$	414,195		$	265,597

The accompanying notes are an integral part of these consolidated financial statements.

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INVITROGEN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

GENERAL

    The consolidated financial statements include the accounts of Invitrogen Corporation and its majority owned or controlled subsidiaries (collectively the "Company" or "Invitrogen"). All significant intercompany accounts and transactions have been eliminated in consolidation. The interim financial statements have been prepared by Invitrogen, without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations and cash flows as of and for the periods indicated.

    These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 21, 2001.

    On September 14, 2000, we completed our mergers with Life Technologies and Dexter Corporation. Substantially all of the businesses and operations of Dexter were sold prior to the closing of the mergers. Invitrogen retained responsibility for administration of various benefit plans as well as for some legal and environmental matters of Dexter. Both transactions have been accounted for as purchases and, accordingly, the results of operations have been included in the accompanying consolidated financial statements from the date of acquisition, which significantly affects the comparability of the financial information presented.

    Certain reclassifications have been made to conform prior period financial information to the current presentation. These reclassifications had no effect on reported income or losses.

1. Segment Information

    The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related Information." Prior to the merger with Life Technologies, the Company operated in one business segment dedicated to molecular biology research. Beginning in the first quarter of 2001, the Company completed its reorganization into two lines of business, a Molecular Biology division and a Cell Culture division. Segment financial information prior to 2001 has not been provided, as it would be impracticable to do so.

    Unaudited segment information for the three months ended March 31, 2001 is as follows:

(in thousands)(unaudited)	Molecular Biology		Cell Culture		Corporate And Unallocated(1)			Total
Revenues from external customers	$	107,191	$	53,511	$	—		$	160,702
Operating income (loss)	$	26,089	$	11,128	$	(80,065	)	$	(42,848	)

(1)

Unallocated items include costs for purchase accounting inventory revaluations of $2.6 million, amortization of deferred compensation of $0.6 million and purchased intangibles of $73.2 million which are not allocated by management for purposes of analyzing the operations since they are non-cash items resulting primarily from purchase accounting.

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    The Company has no intersegment revenues. Also, the Company does not currently segregate assets by segment as a significant portion of the Company's total assets are intangible assets and cash and cash equivalents which the Company does not assign to its two operating segments. The Company is evaluating the feasibility and usefulness of assigning its other assets to its Molecular Biology and Cell Culture segments and may report assets by segment in the future.

2. Inventories

    Inventories include material, labor and overhead costs and consist of the following:

(in thousands)	March 31, 2001		December 31, 2000
	(Unaudited)
Raw materials and components	$	14,623	$	13,901
Work in process		13,044		17,225
Finished goods		58,857		60,538
	$	86,524	$	91,664

3. Accumulated Depreciation and Amortization

    Accumulated depreciation and amortization of property, plant and equipment was $26.9 million and $22.4 million at March 31, 2001 and December 31, 2000, respectively. Accumulated amortization of intangible assets was $153.0 million and $83.1 million at March 31, 2001 and December 31, 2000, respectively.

4. Loss Per Common Share

    Loss per common share is calculated by dividing net loss by the weighted average shares outstanding during the respective period. For the three months ended March 31, 2001 and 2000, the effect of outstanding stock options and the 5.5% Convertible Subordinated Notes were excluded from the computation of diluted loss per common share since their inclusion would be antidilutive.

5. Comprehensive Loss

    Total comprehensive loss is determined as follows:

	For the Three Months Ended March 31,
(in thousands)(unaudited)
	2001			2000
Net loss	$	(39,565	)	$	(1,867	)
Net unrealized losses on investments		(13	)		—
Foreign currency translation adjustments		(10,618	)		(266	)
Total comprehensive loss	$	(50,196	)	$	(2,133	)

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6. Commitments and Contingencies

    The Company had outstanding letters of credit at March 31, 2001, totaling $8.5 million to support liabilities associated with the Company's self-insurance program and a note payable, which are already reflected in long-term obligations in the consolidated balance sheet at March 31, 2001.

    In September 1999, Life Technologies, Inc., which has now been merged into Invitrogen, submitted a report in connection with a voluntary disclosure to the Department of Veterans Affairs ("VA") regarding matters involving the management of Life Technologies' Federal Supply Schedule contract with the VA that had been in effect since April 1992. As part of the disclosure, Life Technologies offered to provide a refund to the government in the amount of $3.9 million. Life Technologies expensed this amount in September 1999. Life Technologies has made a cash payment of $1.1 million to the VA and the Company assumed an accrued liability of $2.8 million at March 31, 2001, which is included in the accompanying consolidated balance sheets. There can be no assurance that the government will agree with Life Technologies' assessment of this matter or accept the offered refund amount. Consequently, it is possible the final resolution of this matter could materially differ from Life Technologies proposal and could have a material adverse effect on Invitrogen's consolidated financial position, operating results and/or cash flows when resolved in a future reporting period.

    Apart from the matters above, the Company is subject to other potential liabilities under government regulations and various claims and legal actions which are pending or may be asserted. These matters have arisen in the ordinary course and conduct of the Company's pending business and some are expected to be covered, at least partly, by insurance. Estimated amounts for claims that are probable and can be reasonably estimated are reflected as liabilities of the Company. The ultimate resolution of these matters is subject to many uncertainties. It is reasonably possible that some of the matters which are pending or may be asserted could be decided unfavorably to the Company. Although the amount of liability at March 31, 2001 with respect to these matters cannot be ascertained, the Company believes that any resulting liability should not materially affect the Company's consolidated financial statements.

7. Supplemental Cash Flow Information

		For the Three Months Ended March 31,
(in thousands)(unaudited)
		2001		2000
Supplemental Disclosure of Cash Flow Information:
	Cash paid for interest	$	4,842	$	171
	Cash paid for income taxes	$	3,071	$	74
Noncash Investing and Financing Activities:
	Fair market value reduction of deferred compensation	$	1,376	$	—
	Stock issued for merger costs	$	—	$	2,208

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8. Derivative Financial Instruments

    The Company uses forward sale agreements to manage exposure to currency exchange rate risk on existing and anticipated transactions. On January 1, 2001 the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," and various related implementation pronouncements. SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging instruments. SFAS No. 133, as amended, requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through the statement of operations. If the derivative qualifies for hedge accounting, depending on the nature of the hedge, changes in fair value of the hedged assets, liabilities or firm commitments are recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. The Company does not enter into financial instruments for speculation or trading purposes. The implementation of SFAS No. 133, as amended, did not have a material impact on the Company's consolidated financial statements for the periods presented in this Form 10-Q.

9. Preferred Stock Purchase Rights Plan

    On February 27, 2001, the Board of Directors of Invitrogen adopted a Preferred Stock Purchase Rights Plan. Under the plan, stockholders received one "right" to purchase one one-hundredth of a share of preferred stock for each outstanding share of common stock held of record at the close of business on March 30, 2001. The rights, which will initially trade with the common stock, become exercisable to purchase one one-hundredth of a share of preferred stock, at $250.00 per right, when someone acquires 15% or more of Invitrogen's common stock or announces a tender offer which could result in such person owning 15% or more of the common stock. Each one one-hundredth of a share of preferred stock has terms designed to make it substantially the economic equivalent of one share of common stock. Prior to someone acquiring 15%, the rights can be redeemed for $0.001 each by action of the Board of Directors. Under certain circumstances, if someone acquires 15% or more of the common stock, the rights permit Invitrogen stockholders other than the acquiror to purchase Invitrogen common stock having a market value of twice the exercise price of the rights, in lieu of the preferred stock. In addition, in the event of certain business combinations, the rights permit purchase of the common stock of an acquiror at a 50% discount. Rights held by the acquiror will become null and void in both cases. The rights expire on April 1, 2011. The rights distribution will not be taxable to stockholders.

10. Subsequent Event

    In May 2001, we sold our Rockville, Maryland facility and received $53.4 million in cash, net of closing costs. The Company will not recognize any gain or loss on this sale as the assets sold were acquired in the Life Technologies merger and, in accordance with purchase accounting rules, the assets' cost in the consolidated balance sheet will be adjusted to this fair market value. The adjustment, net of applicable taxes, is allocated to goodwill.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS

Any statements in this Quarterly Report on Form 10-Q concerning the Company's business outlook or future economic performance; anticipated profitability, revenues, expenses or other financial items; together with other statements that are not historical facts, are "forward-looking statements" as that term is defined under the Federal Securities Laws. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate," "project," and "continue" or similar words. You should read statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to, those discussed below under "Risk Factors That May Affect Future Results" and elsewhere in this Quarterly Report as well as other risks and uncertainties detailed in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 21, 2001. The Company does not undertake any obligations to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

    We develop, manufacture, and market products for the life sciences markets. Our products are principally research tools in reagent and kit form, biochemicals, sera, media and other products and services we sell to corporate, academic, and government entities. We focus our business on two principal segments:

•

Molecular Biology Products. We are a leading supplier of research kits that simplify and improve gene cloning, gene expression, and gene analysis techniques. We also supply a full range of related molecular biology products including enzymes, nucleic acids and other biochemicals and reagents.



•

Cell Culture Products. We are also a leading supplier of sera, cell and tissue culture media and reagents used in both life sciences research and in processes to grow cells in the laboratory and to produce pharmaceuticals and other materials made by cultured cells.

    Our Molecular Biology and Cell Culture Products are used for research purposes, and, their use by our customers is not regulated by the United States Food and Drug Administration (FDA) or by any comparable international organization, with several limited exceptions. Some of our Cell Culture Products and manufacturing sites are subject to FDA regulation and oversight and are required to comply with the Quality System Regulations (GMPs) described in 21 CFR part 820. Additionally, some of these same sites and products are intended to comply with certain voluntary quality programs such as ISO 9001.

    We manufacture the majority of our products in our manufacturing facilities in Carlsbad and San Diego, California; Frederick, Maryland; Grand Island, New York; Inchinnan, Scotland; and Huntsville, Alabama. In addition, we purchase products from third-party manufacturers for resale. We also have manufacturing facilities in Germany, New Zealand, Japan, Brazil, and Israel.

    We sell our products throughout the world via subsidiaries and distributors in a number of foreign countries. The majority of our sales activities are conducted through a dedicated direct sales

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organization located in the United States and a number of foreign countries. We also conduct marketing and distribution activities through our subsidiaries. Additionally, we sell through international distributors who resell Invitrogen kits and products. These distributors are located primarily in selected territories in Europe, the Middle East, South America and Asia. We may choose in the future to establish a direct sales organization in these and additional territories.

    We conduct research activities in the United States, New Zealand, and France and business development activities around the world. As part of these activities we actively seek to license intellectual property from academic, government, and commercial institutions.

    Our revenues have increased significantly since our inception. The increase in our revenues has been due to several factors, including acquisitions, the continued growth of the market for gene identification, cloning, expression, and analysis kits, other products and related services; increasing market acceptance of these kits and products; our introduction of new research kits and products for gene identification, cloning, expression, and analysis; and the expansion of our direct sales and marketing efforts. We plan to continue to introduce new research kits, as we believe continued new product development and rapid product introduction is a critical competitive factor in the market for molecular biology research kits. To support increased levels of sales and to augment our long-term competitive position, we may increase expenditures in sales and marketing, manufacturing and research and development, although in each area we are currently attempting to streamline our operations and identify redundancies following the Life Technologies merger that will allow us to realize cost savings.

    We currently manufacture products for inventory and ship products shortly after the receipt of orders, and anticipate that we will do so in the future. Accordingly, we do not currently have a significant backlog and do not anticipate we will develop a material backlog in the future.

    We have acquired a significant number of patent rights from third parties as part of our business activities. We use these patent rights as a basis for the development of many of our research kits and other products. In the past, we have paid royalties to such third parties relating to sales of these research kits, other products and selected services. Royalty expense is recognized as a cost of revenue as the related royalties are incurred.

    On September 14, 2000, we completed our mergers with Life Technologies and Dexter. Substantially all of the businesses and operations of Dexter were sold prior to the closing of the mergers. Both transactions have been accounted for as purchases and, accordingly, the results of operations have been included in the accompanying consolidated financial statements from the date of acquisition, which significantly affects the comparability of the financial information presented.

    On February 2, 2000, and June 21, 2000, we completed our mergers with Research Genetics and Ethrog, respectively. Both transactions have been accounted for as pooling of interests, and the consolidated financial statements have been restated for all periods prior to the mergers to reflect the combined financial and operating results of Invitrogen, Research Genetics and Ethrog.

    Effective in the first quarter of 2001, we have reorganized into two lines of business, a Molecular Biology division and a Cell Culture division and, for the first time, are reporting results by segment for the first quarter of 2001.

    We anticipate that our results of operations may fluctuate from quarter to quarter and will be difficult to predict. The timing and degree of fluctuation will depend upon several factors, including those discussed under "Risk Factors That May Affect Future Results." In addition, our results of operations could be affected by the timing of orders from distributors and the mix of sales among distributors and our direct sales force. Although we have experienced growth in recent years, we cannot assure you that we will be able to sustain revenue growth or become profitable on a quarterly or annual basis or that our growth will be consistent with predictions made by securities analysts.

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RESULTS OF OPERATIONS

Business Segment Highlights for the Three Months Ended March 31, 2001.

(in thousands)		Molecular Biology			Cell Culture			Corporate And Unallocated(1)			Total
		(Unaudited)
Revenues from external customers		$	107,191		$	53,511		$	—		$	160,702
Gross margin			65,378			22,099			(2,633	)		84,844
Gross margin as a percentage of revenues			61	%		41	%		53	%
Selling, administrative and R&D			39,289			10,971			4,239			54,499
Amortization and merger costs			—			—			73,193			73,193
	Operating income (loss)	$	26,089		$	11,128		$	(80,065	)	$	(42,848	)

(1)

Unallocated items include costs for purchase accounting inventory revaluations of $2.6 million, amortization of deferred compensation of $0.6 million and purchased intangibles of $73.2 million which are not allocated by management for purposes of analyzing the operations since they are non-cash items resulting primarily from purchase accounting.

    Revenues.  Revenues for the three months ended March 31, 2001 increased $133.4 million, or 489%, from $27.3 million in 2000 to $160.7 million for 2001. The acquisition of Life Technologies accounted for a significant portion of the increase in revenues. Due to the integration of our operations that began during the fourth quarter of 2000, the precise amount of the increase in revenues due to Life Technologies is not determinable.

    Pro Forma and Segment Revenues.  Pro forma and segment revenues for the quarter ended March 31, 2000 are provided on an unaudited, pro forma basis, assuming that the merger with Life Technologies occurred on January 1, 2000. Revenues for the three months ended March 31, 2001 increased $20.0 million, or 14%, from pro forma revenues of $140.7 million in 2000 to $160.7 million in 2001. Changes in foreign exchange rates when comparing the first quarter of 2001 with the pro forma first quarter of 2000 reduced dollar-denominated revenues by $5.6 million. Holding foreign exchange rates constant with those during the first quarter of 2000, revenues during the first quarter of 2001 would have been $166.3 million, an increase of 18% from pro forma 2000 revenues.

    Revenues for the Molecular Biology segment increased $16.5 million, or 18%, from pro forma segment revenues of $90.7 million for the three months ended March 31, 2000 to $107.2 million in 2001. The $107.2 million of Molecular Biology revenues in 2001 is comprised of $101.4 million of continuing products and $5.8 million of products that were recently discontinued or that we plan to discontinue in the near future. On a pro forma basis, changes in foreign exchange rates reduced dollar-denominated Molecular Biology revenues by $3.2 million when comparing the first quarter of 2001 with pro forma revenues in the first quarter of 2000. Sales of continuing Molecular Biology products would have increased 27% from pro forma 2000 revenues if foreign exchange rates had remained constant.

    Revenues for the Cell Culture segment increased $3.5 million, or 7%, from pro forma segment revenues of $50.0 million in 2000 to $53.5 million in 2001. On a pro forma basis, changes in foreign exchange rates during 2001 reduced dollar-denominated revenues by $2.4 million. Holding foreign exchange rates constant with those during the first quarter of 2000, revenues for cell culture products during the first quarter of 2001 would have been $55.9 million, an increase of 12% from 2000.

    These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that would have actually resulted had the combinations been in effect on January 1, 2000, or of future results of operations.

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    We expect that future revenues will be affected by the integration of Life Technologies in addition to new product introductions, competitive conditions, customer research budgets, the rate of expansion of our customer base, product discontinuations, and foreign currency rates.

    Gross Margin.  The Company's gross margin for the three months ended March 31, 2001 was 53% compared with 67% for the same period in 2000. Gross margin was reduced primarily by the inclusion of Life Technologies' comparatively lower gross margins, especially for the Cell Culture segment, as well as by the sale of Life Technologies' products previously written-up under purchase accounting rules. Excluding the $2.6 million increased cost of written-up Life Technologies products, gross margin would have been 54% in the first quarter of 2001. This margin compares to the fourth quarter 2000 gross margin of 51%, which also excludes the cost of written-up inventory under purchase accounting rules. The three percentage point increase in gross margins as a percentage of revenue from the fourth quarter of last year has resulted principally from the Company's programs to improve margins through higher selling prices and reduced manufacturing and distribution costs.

    Gross margins for the Molecular Biology segment for the first quarter of 2001 were 61% and for the Cell Culture segment were 41%.

    We believe that gross margin for future periods will be affected by the integration of Life Technologies in addition to sales volumes, competitive conditions, royalty payments on licensed technologies, and foreign currency rates.

    The functional currency of our foreign subsidiaries is generally the dominant currency in the respective country of residence of the subsidiary. The translation from the functional currency to the U.S. Dollar for revenue and expenses is based on the average exchange rate during the period. Large increases or decreases in the spread between currencies have affected and may continue to affect reported revenues, revenue growth rates, gross margins, and reported income or losses. Certain subsidiaries also conduct their business in the currencies of their significant customers. Exchange gains or losses arising from transactions denominated in these currencies are recorded in the consolidated statements of operations using the actual exchange rate differences on the date of the transaction. Large increases or decreases in these currency fluctuations could also have an impact on reported revenues, revenue growth rates, gross margins and reported income or losses.

    Sales and Marketing.  Sales and marketing expenses increased $24.4 million from $4.8 million for the three months ended March 31, 2000 to $29.2 million for 2001. As a percentage of revenues, sales and marketing expenses remained the same at 18% for these periods. The addition of Life Technologies accounted for the majority of the absolute increase for 2001.

    Sales and marketing expenses for the Molecular Biology segment were $22.3 million, or 21% of segment revenues and for Cell Culture were $6.7 million, or 13% of segment revenues.

    General and Administrative.  General and administrative expenses for the three months ended March 31 increased $11.5 million from $3.6 million in 2000 to $15.1 million in 2001. As a percentage of revenues for the same periods, general and administrative expenses decreased from 13% to 9%.

    The absolute increase resulted from the addition of Life Technologies along with continued expansion of administrative resources to support our growth. The decline as a percentage of revenues occurred as a fixed portion of our general and administrative expenses was spread over a larger revenue base.

    General and administrative expenses for the Molecular Biology segment were $8.2 million, or 8% of segment revenues and for Cell Culture were $2.9 million, or 5% of segment revenues.

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    Research and Development.  Research and development expenses increased $6.6 million from $3.6 million for the three months ended March 31, 2000, to $10.2 million for 2001. As a percentage of revenues, research and development expenses decreased from 13% in 2000 to 6% in 2001.

    The absolute increase in research and development expenses resulted primarily from the addition of Life Technologies, new collaborative research and development projects and expanded research and development facilities. The decline as a percentage of revenues also reflects the impact of Life Technologies, whose historical percentage has averaged 5% to 6% of revenues.

    Research and development expenses for the Molecular Biology segment were $8.7 million, or 8% of segment revenues and for Cell Culture were $1.4 million, or 3% of segment revenues.

    Goodwill and Other Purchased Intangibles Amortization.  The increase in the amortization of intangible assets from $8,000 for the three months ended March 31, 2000 to $69.9 million for the same period in 2001 is due to the amortization of intangible assets acquired with Life Technologies, which are amortized using the straight-line method primarily over periods ranging from five to thirteen years.

    Merger Costs.  Merger costs for the three months ended March 31, 2001 totaled $3.3 million and are for the restructuring and integration of the operations of Life Technologies and Invitrogen that are not part of the purchase price of the acquisition since the costs incurred benefit future operations of the combined companies. Due to the ongoing restructuring, additional integration costs are expected to range from $2 million to $5 million during the remainder of 2001.

    Merger costs for the three months ended March 31, 2000 represent net costs associated with the NOVEX and Research Genetics mergers that are expensed under the pooling method of accounting and totaled $6.4 million.

    Interest Income.  Interest income increased by $3.4 million from $1.9 million for the three months ended March 31, 2000, to $5.3 million for 2001. The increase was mainly attributable to larger balances of cash and investments during the three months ended March 31, 2001.

    Interest Expense.  Interest expense increased by $1.5 million from $1.1 million for the three months ended March 31, 2000, to $2.6 million for 2001 due mainly to interest on the 5.5% Convertible Subordinated Notes that were issued in March 2000.

    Other Income (Expense), net.  Other income (expense), net, increased by $1.6 million from $36,000 of net other expense for the three months ended March 31, 2000, to $1.6 million in net other income for 2001 due mainly to a $1.3 million gain on the sale of an electrophoresis product line acquired in the merger with Life Technologies.

    Provision for Income Taxes.  The income tax provision for the three months ended March 31, 2001 was $0.6 million on a pre-tax loss of $38.7 million. Included in the pre-tax loss are certain merger related costs and amortization expense of certain purchased intangibles that are not deductible for tax purposes. Excluding the impact of these costs and expense our effective tax rate was 35.5% for the three months ended March 31, 2001 compared with 35.3% for the full year 2000.

LIQUIDITY AND CAPITAL RESOURCES

    Operating activities provided net cash of $6.7 million during the three months ended March 31, 2001. The net reduction of $17.8 million in accrued expenses and other current liabilities from December 31, 2000 required significant cash payments for accrued merger costs, accrued payroll taxes from stock option exercises and accrued interest on the Convertible Subordinated Notes. Net cash from investing activities used $17.3 million and includes capital expenditures and payments for intangible assets during the three months ended March 31, 2001 which totaled $11.9 million and $5.4 million, respectively. Net cash generated from financing activities totaled $7.4 million, and reflects $8.9 million

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in net proceeds from stock issued under employee stock plans, reduced by $1.5 million that was used to paydown debt obligations.

    On September 14, 2000, we completed our mergers with Life Technologies and Dexter. Certain costs associated with the restructuring of existing Invitrogen operations and costs necessary to integrate the businesses of Invitrogen and Life Technologies that are expected to benefit future operations are estimated to range from $5.5 million to $8.5 million in 2001. As of March 31, 2001, $3.5 million of these costs have been incurred and recognized as expense in merger costs in the consolidated statements of operations.

    During the three months ended March 31, 2001, we recorded a reduction in our current tax liability of $4.8 million representing amounts deductible for income tax purposes for non-qualified stock option exercises and disqualifying dispositions of our common stock by employees during the year. This benefit is reflected as additional paid-in-capital in the March 31, 2001, consolidated balance sheets.

    As of March 31, 2001, we had cash and cash equivalents of $414.2 million and working capital of $523.3 million, excluding restricted cash and investments. Our funds are currently invested in overnight money market accounts, time deposits, commercial paper, corporate debt, U.S. treasury obligations and government agency notes. As of March 31, 2001, foreign subsidiaries in France, Japan, New Zealand and Australia had available bank lines of credit denominated in local currency to meet short-term working capital requirements. The U.S. Dollar equivalent of these facilities total $5.5 million, of which $0.1 million was outstanding at March 31, 2001. There are no parent company guarantees associated with these facilities.

    In May 2001, we sold our Rockville, Maryland facility and received $53.4 million in cash, net of closing costs. The Company will not recognize any gain or loss on this sale as the assets sold were acquired in the Life Technologies merger and, in accordance with purchase accounting rules, the assets' cost in the consolidated balance sheet will be adjusted to this fair market value. The adjustment, net of applicable taxes, is allocated to goodwill.

    We expect that our current cash and cash equivalents, funds from operations and interest income earned thereon will be sufficient to fund our current operations for at least 12 months. Our future capital requirements and the adequacy of our available funds will depend on many factors, including future business acquisitions, scientific progress in our research and development programs, the magnitude of those programs, our ability to establish collaborative and licensing arrangements, the cost involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and competing technological and market developments.

DERIVATIVE FINANCIAL INSTRUMENTS

    We are exposed to market risk related to changes in foreign currency exchange rates, commodity prices, and interest rates, and selectively use financial instruments to manage these risks. We do not enter into financial instruments for speculation or trading purposes.

    We use forward sale agreements to manage exposure to currency exchange rate risk on existing and anticipated transactions. We hedge currency exposures of firm commitments and specific assets and liabilities denominated in non-functional currencies to protect against the possibility of diminished cash flow and adverse impact on earnings. Our currency exposures vary, but are primarily concentrated in the Euro, British Pound Sterling, Australian Dollar and Japanese Yen. At March 31, 2001, we had $2.6 million in financial instruments outstanding as hedges of currency risk which expire on various dates through May 2001. Our exposure to commodity price changes relates to certain manufacturing operations that utilize certain commodities as raw materials. We manage our exposure to changes in those prices primarily through its procurement and sales practices.

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    These financial exposures are monitored and managed by us as an integral part of our overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on our results.

    On January 1, 2001 we adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," and various related implementation pronouncements. SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging instruments. SFAS No. 133, as amended, requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through the statement of operations. If the derivative qualifies for hedge accounting, depending on the nature of the hedge, changes in fair value of the hedged assets, liabilities or firm commitments are recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. We do not enter into financial instruments for speculation or trading purposes. The implementation of SFAS No. 133, as amended, did not have a material impact on our consolidated financial statements for the periods presented in this Form 10-Q.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

    The financial statements of our non-U.S. operations are translated to U.S. Dollars for consolidation using exchange rates at period end for assets and liabilities and average exchange rates during each reporting period for results of operations. Net exchange gains or losses resulting from the translation of foreign financial statements, the effect of exchange rate changes on intercompany transactions of a long-term investment nature, and net exchange rate gains and losses on foreign currency transactions that are designated as, and are effective as, economic hedges of the net investment in a foreign entity are recorded as a separate component of stockholders' equity. These adjustments will affect net income only upon sale or liquidation of the underlying non-U.S. investment.

    Many of our reporting entities conduct a portion of their business in currencies other than the entity's functional currency. These transactions give rise to receivables or payables that are denominated in currencies other than the entity's functional currency. Changes in the exchange rates between the functional currency and the currency in which the transaction is denominated result in currency transaction gains and losses that are included in the determination of income. Currency exchange gains and losses realized on business transactions were $0.5 million and $0.2 million in net losses for the three months ended March 31, 2001 and 2000, respectively.

ISSUES RELATED TO THE EUROPEAN MONETARY CONVERSION

    On January 1, 1999, certain member states of the European Economic Community (EEC) fixed their respective currencies to a new currency, the Euro. On that day, the Euro became a functional legal currency within these countries. During the three years beginning on January 1, 1999, business in these EEC member states will be conducted in both the Euro and the existing national currency, such as the Netherlands Guilder, French Franc or Deutsche Mark. Businesses will be required to complete transition to the Euro and begin reporting and conducting their transactions in the Euro by January 1, 2002. On July 1, 2002, the existing national currencies will be withdrawn and will no longer be considered legal tender.

    Companies operating in or conducting business in EEC member states will need to ensure that their financial and other software systems are capable of processing transactions and properly handling the existing currencies, as well as the Euro. It has been determined that the current version of financial and order processing systems at Life Technologies are not Euro compliant. A project plan has been

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established to upgrade the software to a Euro compliant version during the third quarter of this year. The estimated cost to upgrade the software is $0.3 million. We have tested the internal systems for the existing Invitrogen systems and are able to process orders and invoices in the Euro as well as the local currency for the members of the monetary union. To date we have spent immaterial amounts to comply with these statutory requirements. These assessments have not been independently verified. However, we have not determined the costs related to any problems that may arise in the future due to the inability of any of our customers or vendors to comply with the statutory requirements. Any such problems may materially adversely affect our business, operating results and financial condition.

FORWARD-LOOKING STATEMENTS

    Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," "outlook" and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from the results expressed in the statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed below under "Risk Factors that May Affect Future Results" as well as other risks and uncertainties detailed in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 21, 2001. The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in the forward- looking statements made in this Quarterly Report on Form 10-Q. Among the key factors that have a direct impact on our results of operations are:

•

general economic and business conditions;



•

industry trends;



•

our assumptions about customer acceptance, overall market penetration and competition from providers of alternative products and services;



•

our actual funding requirements; and



•

availability, terms and deployment of capital.

    Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

    You should carefully consider the following risks, together with other matters described in this Quarterly Report on Form 10-Q or incorporated herein by reference, before making an investment in our securities. If any of the following risks occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our securities could decline, and you could lose all or part of your investment. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

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RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

Failure to Integrate Successfully Life Technologies and Other Companies Into Our Operations Could Reduce Our Revenues and Profits.

    We completed our merger with Life Technologies on September 14, 2000. In addition, since the beginning of 2000 Invitrogen has acquired Dexter Corporation, Research Genetics, Inc. and Ethrog Biotechnologies, Ltd. Our integration of the operations of Life Technologies and these previously-acquired companies will require significant efforts from each company, including the coordination of research and development and sales and marketing efforts. We may find it difficult to integrate the operations of these acquired companies. A number of Life Technologies employees have left Invitrogen or have been terminated, and others may leave or be terminated because of the merger. Under the terms of the Change-In-Control Agreements of certain of these former employees, we have made significant lump sum cash payments and are required to maintain certain benefits for a two-year period. Additional employee terminations or resignations or facility closures may require us to make additional severance or other payments and may result in litigation.

    Our U.S. headquarters and the bulk of our other operations are located in Carlsbad, California. The headquarters of our Life Technologies operations is currently located in Rockville, Maryland. Research Genetics is located in Huntsville, Alabama, and Ethrog is located in Israel. The fact that our facilities are physically separated could make it difficult for us to communicate effectively with, manage and integrate these companies' staffs and operations with the rest of Invitrogen. Such difficulties could significantly hurt our operations and consequently our financial results.

    Management may have its attention diverted while trying to integrate Life Technologies and these other companies. Such diversion of management's attention or difficulties in the transition process could have a material adverse impact on us. If we are not able to integrate the operations of all these companies successfully, our expectations of future results of operations may not be met.

    Factors that will affect the success of the mergers include:

•

changes in the favorable market reaction to the combined companies' significant products;



•

competitive factors, including technological advances attained by competitors and patents granted to, or contested by competitors, which would result in increased efficiency in their ability to compete against us;



•

the ability of the combined company to increase sales of all such companies' products; and



•

the ability of the combined company to operate efficiently and achieve cost savings.

    Even if the companies are able to integrate operations, we cannot assure you that synergies will be achieved. The failure to achieve synergies could have a material adverse effect on the business results of operations and financial condition of the combined company.

Failure to Manage Growth Could Impair Our Business.

    Our business has grown rapidly. Our net revenues increased from $55.3 million in 1997 to $246.2 million in 2000. During that same period we significantly expanded our operations in the United States and in Europe. The number of our employees increased from approximately 272 at December 31, 1996 to approximately 2,981 at December 31, 2000.

    It is difficult to manage this rapid growth and our future success depends on our ability to implement:

•

research and product development;

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•

sales and marketing programs;



•

customer support programs;



•

operational and financial control systems; and



•

recruiting and training of new personnel.

    Our ability to offer products and services successfully and to implement our business plan in a rapidly evolving market requires an effective planning, reporting and management process. We expect that we will need to continue to improve our financial and managerial controls, reporting systems and procedures, and to expand and train our workforce worldwide. We will also need to continue to manufacture our products efficiently and to control or adjust the expenses related to research and development, marketing, sales and general and administrative activities in response to changes in revenues. If we are not successful in managing such expenses there could be an adverse impact on our earnings.

    Our merger with Life Technologies will require additional investments in operations, product research and development, administration and sales and marketing. These are significant expenses. Failure to manage successfully and coordinate the growth of the combined company could adversely impact our revenues and profits.

Reduction in Research and Development Budgets and Government Funding May Affect Sales.

    Our customers include researchers at pharmaceutical and biotechnology companies, academic institutions and government and private laboratories. Fluctuations in the research and development budgets of these researchers and their organizations could have a significant effect on the demand for our products. Research and development budgets fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities and institutional budgetary policies. Our business could be seriously damaged by any significant decrease in life sciences research and development expenditures by pharmaceutical and biotechnology companies, academic institutions or government and private laboratories.

    In recent years, the pharmaceutical industry has undergone substantial downsizing and consolidation. Additional mergers or corporate consolidations in the pharmaceutical industry could cause us to lose existing customers and potential future customers, which could have a material adverse effect on our business, financial condition and results of operations.

    A significant portion of our sales have been to researchers, universities, government laboratories and private foundations whose funding is dependent upon grants from government agencies such as the U.S. National Institutes of Health (NIH) and similar domestic and international agencies. Although the level of research funding has increased during the past several years, we cannot assure you that this trend will continue. Government funding of research and development is subject to the political process, which is inherently fluid and unpredictable. Our revenues may be adversely affected if our customers delay purchases as a result of uncertainties surrounding the approval of government budget proposals. Also, government proposals to reduce or eliminate budgetary deficits have sometimes included reduced allocations to the NIH and other government agencies that fund research and development activities. A reduction in government funding for the NIH or other government research agencies could seriously damage our business.

    Our customers generally receive funds from approved grants at particular times of the year, as determined by the U.S. federal government. In the past, grants have been frozen for extended periods or have otherwise become unavailable to various institutions without advance notice. The timing of the receipt of grant funds affects the timing of purchase decisions by our customers and, as a result, can cause fluctuations in our sales and operating results.

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Failure to License New Technologies Could Impair Our New Product Development.

    Our business model of providing products to researchers working on a variety of genetic and related projects requires us to develop a wide spectrum of products. To generate broad product lines it is advantageous sometimes to license technologies from the scientific community at large rather than depending exclusively on the inventions of our own employees. As a result, we believe our ability to in-license new technologies from third parties is and will continue to be critical to our ability to offer new products. A significant portion of our current revenues are from products manufactured or sold under licenses from third parties.

    From time to time we are notified or become aware of patents held by third parties which are related to technologies we are selling or may sell in the future. After a review of these patents, we may decide to obtain a license for these technologies from such third parties. We are currently in the process of negotiating several such licenses and expect that we will also negotiate these types of licenses in the future. There can be no assurances that we will be able to negotiate such licenses on favorable terms, or at all.

    Our ability to gain access to technologies needed for new products and services depends in part on our ability to convince inventors and their agents or assignees that we can successfully commercialize their inventions. We cannot assure you that we will be able to continue to identify new technologies developed by others. Even if we are able to identify new technologies of interest, we may not be able to negotiate a license on favorable terms, or at all.

Loss of Licenses Could Hurt Our Performance.

    Some of our licenses do not run for the length of the underlying patent. We may not be able to renew our existing licenses on favorable terms, or at all. If we lose the rights to a patented technology, we may need to stop selling certain of our products, redesign our products or lose a competitive advantage. Potential competitors could in-license technologies that we fail to license and potentially erode our market share for certain products.

    Our licenses typically subject us to various commercialization, sublicensing and other obligations. If we fail to comply with these requirements we could lose important rights under a license, such as the right to exclusivity in a certain market. In some cases, we could lose all rights under a license. In addition, certain rights granted under the license could be lost for reasons out of our control. For example, the licensor could lose patent protection for a number of reasons, including invalidity of the licensed patent. We typically do not receive indemnification from a licensor against third-party claims of intellectual property infringement in the practice of the licensed technology.

We Have a Significant Amount of Debt Which Could Adversely Affect Our Financial Condition.

    In March 2000, we sold $172.5 million of convertible notes to qualified institutional buyers. As a result of this offering, we have a significant amount of debt and debt service obligations. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on the convertible notes, including from cash and cash equivalents on hand, we will be in default under the terms of the indenture which could, in turn, cause defaults under our other existing and future debt obligations.

    Even if we are able to meet our debt service obligations, the amount of debt we have could adversely affect us in a number of ways, including by:

•

limiting our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes;



•

limiting our flexibility in planning for, or reacting to, changes in our business;

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•

placing us at a competitive disadvantage relative to our competitors who have lower levels of debt;



•

making us more vulnerable to a downturn in our business or the economy generally; and



•

requiring us to use a substantial portion of our cash to pay principal and interest on our debt, instead of contributing those funds to other purposes such as working capital and capital expenditures.

Our Market Share Depends on New Product Introductions and Acceptance.

    The market for certain of our products and services is only about fifteen years old. Rapid technological change and frequent new product introductions are typical for the market. For example, prepackaged kits to perform research in particular cell lines and already-isolated genetic material are only now coming into widespread use among researchers. Our future success will depend in part on continuous, timely development and introduction of new products that address evolving market requirements. We believe successful new product introductions provide a significant competitive advantage because customers make an investment of time in selecting and learning to use a new product, and are reluctant to switch thereafter. To the extent that we fail to introduce new and innovative products, we may lose market share to our competitors, which will be difficult or impossible to regain. An inability, for technological or other reasons, to develop successfully and introduce new products could reduce our growth rate or otherwise damage our business.

    In the past Invitrogen has experienced, and is likely to experience in the future, delays in the development and introduction of products. We cannot assure you that we will keep pace with the rapid rate of change in life sciences research, or that our new products will adequately meet the requirements of the marketplace or achieve market acceptance. Some of the factors affecting market acceptance of new products include:

•

availability, quality and price relative to competitive products;



•

the timing of introduction of the product relative to competitive products;



•

scientists' opinions of the product's utility;



•

citation of the product in published research; and



•

general trends in life sciences research.

    The expenses or losses associated with unsuccessful product development activities or lack of market acceptance of our new products could materially adversely affect our business, financial condition and results of operations.

Inability to Protect Our Technologies Could Affect Our Ability to Compete.

    Our success depends to a significant degree upon our ability to develop proprietary products and technologies. However, we cannot assure you that patents will be granted on any of our patent applications. We also cannot assure you that the scope of any of our issued patents will be sufficiently broad to offer meaningful protection. We only have patents issued in selected countries. Therefore, third parties can make, use, and sell products covered by our patents in any country in which we do not have patent protection. In addition, our issued patents or patents we license could be successfully challenged, invalidated or circumvented so that our patent rights would not create an effective competitive barrier. We license the right to use our products to our customers under label licenses that are for research purposes only. These licenses could be contested and we cannot assure you that we would either be aware of an unauthorized use or be able to enforce the restrictions in a cost-effective

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manner. Our Life Technologies operation has incurred substantial costs in enforcing its intellectual property rights in the past, and we expect to incur such costs in the future.

Disclosure of Trade Secrets Could Aid Our Competitors.

    We attempt to protect our trade secrets by entering into confidentiality agreements with third parties, our employees and consultants. However, these agreements can be breached and, if they are, there may not be an adequate remedy available to us. If our trade secrets become known we may lose our competitive position.

Intellectual Property or Other Litigation Could Harm Our Business.

    Litigation regarding patents and other intellectual property rights is extensive in the biotechnology industry. We are aware that patents have been applied for and, in some cases, issued to others claiming technologies which are closely related to ours. As a result, and in part due to the ambiguities and evolving nature of intellectual property law, we periodically receive notices of potential infringement of patents held by others. Although we have to date successfully resolved these types of claims, we may not be able to do so in the future.

    We are currently involved in patent litigation, and in the event of additional intellectual property disputes we may be involved in further litigation. Such litigation could involve proceedings before the U.S. Patent and Trademark Office or the International Trade Commission, as well as proceedings brought by affected third parties or by us. Intellectual property litigation can be extremely expensive, and such expense, as well as the consequences should we not prevail, could seriously harm our business.

    If a third party claimed an intellectual property right to technology we use, we might need to discontinue an important product or product line, alter our products and processes, pay license fees or cease certain activities. Although we might under these circumstances attempt to obtain a license to such intellectual property, we may not be able to do so on favorable terms, or at all.

    In addition to intellectual property litigation, other substantial, complex or extended litigation could result in large expenditures by us and distraction of our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, or end-users of our products or services could be very costly and substantially disrupt our business. Disputes from time to time with such companies or individuals are not uncommon and we cannot assure you that we will always be able to resolve them out of court.

    In particular, in acquiring Dexter Corporation, we assumed certain of Dexter's liabilities, ongoing disputes and litigation. These include personal injury, workers' compensation, automobile, environmental, warranty and product liabilities claims, among others. While we believe that Dexter had adequately reserved and/or had adequate insurance for the cost of such liabilities, we anticipate purchasing additional insurance to safeguard our assets. Unexpected costs could exceed stated reserves and insurance, however, requiring us to allocate additional funds and other resources to address Dexter's liabilities.

Violation of Government Regulations or Voluntary Quality Programs Could Result in Loss of Sales and Customers.

    Certain cell culture products that our Cell Culture Division manufactures are labeled for in vitro diagnostic use and as such are regulated by the U.S. Food and Drug Administration (FDA) as medical devices. As such, we must register with the FDA as a medical device manufacturer and comply with the Quality System Regulation (GMP). As a registered medical device manufacturer, we must also comply with other regulations such as regulations relating to Medical Device Reporting and Labeling. Failure

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to comply with these regulations can lead to sanctions by the FDA such as observations made following inspections, warning letters, product recalls, fines, product seizures and consent decrees. Such actions by the FDA would be available to the public and could affect our ability to sell products labeled for in vitro diagnostic use and our ability to sell products to industrial customers engaged in the manufacture of pharmaceuticals.

    Additionally, some of our customers use our products in the manufacturing process for their drug and medical device products, and such end products are regulated by the FDA under GMP. Although the customer is ultimately responsible for GMP compliance for their products, it is also the customers' expectation that the materials sold to them will meet the GMP requirements.

    ISO 9001 is an internationally recognized voluntary quality standard that requires compliance with a variety of quality requirements somewhat similar to GMPs. The operations of our Cell Culture manufacturing facilities are intended to comply with ISO 9001. Failure to comply with this voluntary standard can lead to observations of non-compliance or even suspension of ISO certification by the certifying unit. If we lose ISO certification, this loss could cause some customers to purchase products from other suppliers.

Loss of Key Personnel Could Hurt Our Business.

    Our products and services are highly technical in nature. In general, only highly qualified and trained scientists have the necessary skills to develop and market our products and provide our services. We face intense competition for these professionals from our competitors and our customers, marketing partners and companies throughout our industry. We do not generally enter into employment agreements requiring these employees to continue in our employment for any period of time. Any failure on our part to hire, train, and retain a sufficient number of qualified professionals would seriously damage our business. Additionally, some measures that we implement during the course of integrating Life Technologies into our operations may be disruptive to some of our key research and development personnel and cause them to leave the Company. We have announced plans to sell the headquarters of Life Technologies, currently located in Rockville, Maryland, and relocate the operations conducted there to our other facilities. Some of our employees may choose to terminate their employment rather than relocate. If we were to lose a sufficient number of our research and development scientists, it could seriously damage our business.

Competition in the Life Sciences Research Market Could Reduce Sales.

    The markets for our products are very competitive and price sensitive. Other life science research product suppliers have significant financial, operational, sales and marketing resources, and experience in research and development. These and other companies may have developed or could in the future develop new technologies that compete with our products or even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our kits and other products, our business, operating results, and financial condition could be materially adversely affected.

    The market for our electrophoresis products is also subject to specific competitive risks. This market is highly price competitive. Our competitors have competed in the past by lowering prices on certain products, and they may do so in the future. In certain cases, we may respond by lowering our prices which would reduce revenues and profits. Conversely, failure to anticipate and respond to price competition may hurt our market share.

    We believe that customers in our markets display a significant amount of loyalty to their initial supplier of a particular product. Therefore, it may be difficult to generate sales to customers who have purchased products from competitors. To the extent we are unable to be the first to develop and supply new products, our competitive position will suffer.

22

Loss of Distributors May Hurt Our Sales, and Distributors May Force Us to Use More Expensive Marketing and Distribution Channels.

    As a result of the merger with Life Technologies, we now have overlapping distributorship arrangements in some countries. As we go through the process of closing out our relationships with certain distributors, the attention given by such distributors to sales of our products may be diminished and the level of sales of our products in the affected countries may be reduced.

    Certain of our customers have developed purchasing initiatives to reduce the number of vendors from which they purchase in order to lower their supply costs. In some cases these accounts have established agreements with large distributors, which include discounts and the distributors' direct involvement with the purchasing process. These activities may force us to supply the large distributors with our products at a discount to reach those customers. For similar reasons many larger customers, including the U.S. government, have requested and may in the future request, special pricing arrangements, including blanket purchase agreements. These agreements may limit our pricing flexibility, especially with respect to electrophoresis products, custom oligonucleotides, amplification products, and fetal bovine serum, which could have an adverse impact on our business, financial condition and results of operations. For a limited number of customers we have made sales, at the customer's request, through third-party Internet vendors. Although Internet sales through third parties have not had a significant impact to date, it is possible that this method of distribution could have a negative impact on our gross margins, because any commission paid on Internet sales would be an additional cost not incurred through the use of non-Internet vendors.

Failure to Obtain Products and Components From Third-party Manufacturers Could Affect Our Ability to Manufacture and Deliver Our Products.

    We rely on third-party manufacturers to supply many of our raw materials, product components, and in some cases, entire products. In particular, we purchase all of the cassettes used in our pre-cast electrophoresis gels from a single third-party manufacturer. Also, we have contracted with an outside vendor for the production of our PowerEase instrument products. Manufacturing problems may occur with these and other outside sources. If such problems occur, there can be no assurance that we will be able to manufacture our products profitably or on time.

International Unrest or Foreign Currency Fluctuations Could Adversely Affect Our Results.

    Including subsidiaries and distributors, our products are currently marketed in approximately 70 countries throughout the world. Our international revenues, which include revenues from our non-U.S. subsidiaries and export sales, represented 39% of our product revenues in 2000 and 33% in both 1999 and 1998. We expect that international revenues will continue to account for a significant percentage of our revenues for the foreseeable future.

    There are a number of risks arising from our international business, including:

•

general economic and political conditions in the markets in which we operate;



•

potential increased costs associated with overlapping tax structures;



•

potential trade restrictions and exchange controls;



•

more limited protection for intellectual property rights in some countries;



•

difficulties and costs associated with staffing and managing foreign operations;



•

uncertain effects of the movement in Europe to a unified currency;



•

slower growth in the European market before the unified currency is fully adopted;

23

•

unexpected changes in regulatory requirements;



•

the difficulties of compliance with a wide variety of foreign laws and regulations;



•

longer accounts receivable cycles in certain foreign countries; and



•

import and export licensing requirements.

    A significant portion of our business is conducted in currencies other than the U.S. Dollar, which is our reporting currency. We recognize foreign currency gains or losses arising from our operations in the period incurred. As a result, currency fluctuations between the U.S. Dollar and the currencies in which we do business have caused and will continue to cause foreign currency transaction gains and losses. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures, and the potential volatility of currency exchange rates. We engage in limited foreign exchange hedging transactions to manage our foreign currency exposure, but we cannot assure you that our strategies will adequately protect our operating results from the effects of exchange rate fluctuations.

    The Asia/Pacific region in the past has experienced unstable economic conditions and significant devaluation in its currencies. The economic situation in the region may result in slower payments of outstanding receivable balances. To the extent the Asia/Pacific region becomes increasingly important, or to the extent factors affecting the region begin to affect other geographic locations, our business could be damaged by weakness in this economies in this region. Prior to the merger of Life Technologies into Invitrogen on September 14, 2000, this region did not represent a significant portion of our revenues. However, for the year 2000 we recorded $27.2 million in product sales to unrelated customers in the Asia/Pacific region which represents approximately 11% of our total revenues for the year.

If We, or Our Customers or Vendors, are Unable to Upgrade Our Financial Systems to Comply with the Statutory Requirements for Euro Compliance, our Business, Operating results and Financial Condition May be Adversely Affected.

    Companies operating in or conducting business in European Economic Community (EEC) member states must ensure that their financial and other software systems are capable of processing transactions and properly handling the existing currencies, as well as the Euro. The current version of financial and order processing systems at Life Technologies are not able to process orders and invoices in the Euro. We have established a project plan to upgrade the software to a Euro compliant version by the third quarter of 2001. We cannot assure you that we will be able to accomplish this plan as we have scheduled or by the January 1, 2002 deadline set by the EEC. Additionally, we have not determined the costs related to any problems that may arise in the future due to the inability of any of our customers or vendors to comply with the statutory requirements. Any such problems may materially adversely affect our business, operating results and financial condition.

The Market Price of Our Stock and Convertible Notes Could be Volatile.

    The market price of our common stock has been subject to volatility and, in the future, the market price of our common stock and convertible notes may fluctuate substantially due to a variety of factors, including:

•

quarterly fluctuations in our operating income and earnings per share results;



•

technological innovations or new product introductions by us or our competitors;



•

economic conditions;



•

disputes concerning patents or proprietary rights;

24

•

changes in earnings estimates by market research analysts;



•

sales of common stock by existing holders;



•

loss of key personnel; and



•

securities class actions or other litigation.

    The market price for our common stock and the convertible notes may also be affected by our ability to meet analysts' expectations. Any failure to meet such expectations, even slightly, could have an adverse effect on the market price of our common stock and the convertible notes. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of these companies. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against that company. If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management's attention and resources, which could have an adverse effect on our business, results of operations and financial condition.

Our Operating Results May Fluctuate in Future Periods.

    The results of operations for any quarter are not necessarily indicative of results to be expected in future periods. Our operating results have, in the past, been, and will continue to be, subject to quarterly fluctuations as a result of a number of factors. These factors include, but are not limited to:

•

the integration of people, operations and products from acquired businesses and technologies;



•

our ability to introduce new products successfully;



•

market acceptance of existing or new products;



•

competitive product introductions;



•

currency rate fluctuations;



•

changes in customer research budgets which are influenced by the timing of their research and commercialization efforts and their receipt of government grants;



•

our ability to manufacture our products efficiently;



•

our ability to control or adjust research and development, marketing, sales and general and administrative expenses in response to changes in revenues; and



•

the timing of orders from distributors and mix of sales among distributors and our direct sales force.

Our Anti-Takeover Defense Provisions May Deter Potential Acquirors and May Depress Invitrogen's Stock Price.

    Certain provisions of our certificate of incorporation, by-laws and Delaware law could be used by our incumbent management to make it substantially more difficult for a third party to acquire control of Invitrogen. These provisions include the following:

•

we may issue preferred stock with rights senior to those of our common stock;



•

we have a classified board of directors;



•

our by-laws prohibit action by written consent by stockholders;



•

our Board of Directors has the exclusive right to fill vacancies and set the number of directors;

25

•

cumulative voting is not allowed; and



•

we require advance notice for nomination of directors and for stockholder proposals.

    Our Board of Directors on February 27, 2001, adopted a stock purchase rights plan (a so-called "poison pill"). This plan could discourage potential takeover attempts and could adversely affect the market price of our common stock.

Accidents Related to Hazardous Materials Could Adversely Affect Our Business.

    Portions of our operations require the controlled use of hazardous and radioactive materials. Although we believe our safety procedures comply with the standards prescribed by federal, state, and local regulations, the risk of accidental contamination of property or injury to individuals from these materials cannot be completely eliminated. In the event of such an accident, we could be liable for any damages that result, which could adversely affect our business. Additionally, any accident could partially or completely shut down our research and manufacturing facilities and operations.

    We generate waste that must be transported to approved landfills. The transportation and disposal of such waste are required to meet applicable state and federal statutes and regulations. The disposal of such waste potentially exposes us to environmental liability if, in the future, such transportation and disposal is deemed to have violated such statutes and/or regulations or if the landfills leak and are proved to have damaged the environment.

    Furthermore, in acquiring Dexter, we assumed certain of Dexter's environmental liabilities, including clean-up of several hazardous waste sites. While we believe that Dexter adequately reserved and/or had adequate insurance for the cost of such liabilities, we anticipate purchasing additional insurance to safeguard our assets. However, unexpected costs could exceed stated reserves and insurance. This may require us to allocate additional funds and other resources to address Dexter's environmental liabilities.

Potential Product Liability Claims Could Affect Our Earnings and Financial Condition.

    We face a potential risk of liability claims based on our products or services. We carry product liability insurance coverage which is limited in scope and amount but which we believe to be adequate. We cannot assure you, however, that we will be able to maintain this insurance at reasonable cost and on reasonable terms. We also cannot assure you that this insurance will be adequate to protect us against a product liability claim, should one arise.

Absence of Dividends Could Reduce Our Attractiveness to Investors.

    Some investors favor companies that pay dividends, particularly in market downturns. We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings for funding growth and, therefore, we do not currently anticipate paying cash dividends on our common stock in the foreseeable future.

Failure to Manage Risks Related to Life Technologies Ongoing Operations Could Damage Our Business.

    There are additional risks related to the ongoing operation of Life Technologies that differ in some respects from the risks we have faced previously. These risks include:

•

changes in pricing or availability of fetal bovine serum;



•

the possibility of adverse rulings by or adverse developments in negotiations with the government;

26

•

litigation risks;



•

potential environmental liabilities; and



•

other risks detailed in the filings by Life Technologies, Inc. with the Securities and Exchange Commission.

    We cannot assure you that we will be able to manage these risks in such a manner as will not adversely affect our business.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

    We are subject to interest rate risk. Our investment portfolio is maintained in accordance with our investment policy which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. We do not utilize any form of interest rate swap agreements to manage our exposure to fluctuations in earnings due to changes in interest rates. As of March 31, 2001, cash and cash equivalents are invested in securities with maturities of less than 90 days. Since the fair value of our cash and cash equivalents approximated carrying value due to the short-term nature of the investments, any increase in interest rates would not have a material impact on the ending value of our cash equivalents. We would, however, be at risk for lower earnings should interest rates decline dramatically.

27

PART II OTHER INFORMATION

Item 1. Legal Proceedings

    None.

Item 2. Changes in Securities and Use of Proceeds

    Not applicable.

Item 3. Defaults Upon Senior Securities

    Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

(a)

The Annual Meeting of Stockholders was held on April 26, 2001.



(b)

See (c) below.



(c)

PROPOSAL I. The following members of the Board of Directors were elected to serve for three years and until their successors are elected and qualified:

	Total Votes for Each Director	Total Votes Withheld from Each Director
Kurt R. Jaggers	40,430,187	853,026
Bradley G. Lorimier	39,912,075	1,371,138

    The terms of office of the following directors also continued after such meeting:

Lyle C. Turner, Chairman
Thomas H. Adams, Ph.D.
James R. Glynn
Donald W. Grimm
David E. McCarty
Jay M. Short, Ph.D.
Lewis J. Shuster

PROPOSAL II. A proposal to amend the Invitrogen Corporation 1997 Stock Option Plan to provide that the maximum aggregate number of shares of Stock with respect to which Options may be granted during any calendar year to an Employee may not exceed 500,000 shares, or, in the case of a calendar year during which an Employee first commences employment with any participating Company, 1,000,000 shares was approved by 30,259,976 affirmative votes vs. 10,972,041 negative votes vs. 51,196 abstentions.

PROPOSAL III. A proposal to ratify the appointment of Arthur Andersen LLP as the Company's independent public accountants of the Company for the year ending December 31, 2001 was approved by 41,150,847 affirmative votes vs. 118,410 negative votes vs. 13,956 abstentions.

(d)

Not applicable.

Item 5. Other Information

    Not applicable.

28

Item 6. Exhibits and Reports on Form 8-K

(a)

The following exhibits are filed as part of this report:

3.1	Restated Certificate of Incorporation of the Company, as amended(1)
3.2	Amended and Restated Bylaws of Invitrogen(2)
3.3	Certificate of Correction Dated February 21, 2001 to the Restated Certificate of Incorporation of Invitrogen
3.4	Certificate of Designation, Preferences and Right of the Terms of the Series B Preferred Stock dated March 27, 2001
10.1	Fifth Amendment to the Invitrogen Corporation 1997 Stock Option Plan, as amended, and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement thereunder(3)
10.2	Contract of sale dated March 7, 2001, between Invitrogen Corporation and Human Genome Sciences, Inc.

(1)

Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2000 (File No. 000-25317)

(2)

Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-68665)

(3)

The Fifth Amendment is filed herewith. The 1997 Stock Option Plan and forms of Incentive Stock Option Agreement and Nonstaturory Stock Option Agreement thereunder are incorporated by reference to the Registrant's Registration Statement on Form S-4 (File No. 333-43674).

(b)

The following reports on Forms 8-K were filed during the quarter ended March 31, 2001:

1)

A Form 8-K dated March 30, 2001was filed on March 30, 2001 to report the adoption of a rights agreement by the Company's Board of Directors on February 27, 2001.

SIGNATURES

    Pursuant to the requirements 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.

	INVITROGEN CORPORATION
Date: May 14, 2001	By:	/s/ James R. Glynn James R. Glynn Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

29

INDEX TO EXHIBITS

3.1	Restated Certificate of Incorporation of the Company, as amended(1)
3.2	Amended and Restated Bylaws of Invitrogen(2)
3.3	Certificate of Correction Dated February 21, 2001 to the Restated Certificate of Incorporation of Invitrogen
3.4	Certificate of Designation, Preferences and Right of the Terms of the Series B Preferred Stock dated March 27, 2001
10.1	Fifth Amendment to the Invitrogen Corporation 1997 Stock Option Plan, as amended, and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement thereunder(3)
10.2	Contract of sale dated March 7, 2001, between Invitrogen Corporation and Human Genome Sciences, Inc.

(1)

Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2000 (File No. 000-25317)

(2)

Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-68665)

(3)

The Fifth Amendment is filed herewith. The 1997 Stock Option Plan and forms of Incentive Stock Option Agreement and Nonstaturory Stock Option Agreement thereunder are incorporated by reference to the Registrant's Registration Statement on Form S-4 (File No. 333-43674).

30

QuickLinks

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIGNATURES
INDEX TO EXHIBITS

EX-3.3

                                                                     EXHIBIT 3.3


                            CERTIFICATE OF CORRECTION
                                    FILED TO
                           CORRECT A CERTAIN ERROR IN
       THE CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF

                             INVITROGEN CORPORATION

         John A. Cottingham certifies that:

         1.       He is the Vice President, General Counsel and Secretary of
Invitrogen Corporation, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware.

         2.       A Certificate of Amendment was filed with the Secretary of
State of Delaware on September 14, 2000, and said Certificate of Amendment
requires correction as permitted by subsection (f) of Section 103 of the General
Corporation Law of the State of Delaware.


         3.       The inaccuracy in said Certificate of Amendment to be
corrected is as follows:

         THE FIRST RESOLUTION OF THE CERTIFICATE OF AMENDMENT AS IS SET FORTH
BELOW

         "RESOLVED, that conditioned on the receipt of requisite stockholder
approval, the first paragraph of Article IV of the Corporation's Certificate of
Incorporation be amended and restated in its entirety to read as follows:

                  "The total number of shares of capital stock which the
         Corporation shall have authority to issue is 131,405,888, of which (a)
         6,405,888 shares shall be preferred stock, par value $0.01 per share
         ("Preferred Stock"), and (b) 125,000,000 shares shall be common stock,
         par value $0.01 per share.""

         IS CORRECTED TO READ AS FOLLOWS:

         "RESOLVED, that conditioned on the receipt of requisite stockholder
approval, the first paragraph of Article IV of the Corporation's Certificate of
Incorporation be amended and restated in its entirety to read as follows:

                  "The total number of shares of capital stock which the
         Corporation shall have authority to issue is 131,405,884, of which (a)
         6,405,884 shares shall be preferred stock, par value $0.01 per share
         ("Preferred Stock"), and (b) 125,000,000 shares shall be common stock,
         par value $0.01 per share.""





         IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed and attested by its duly authorized officer this 21st day of February,
2001.



                                 By:  /s/ JOHN A. COTTINGHAM
                                      -------------------------------
                                      John A. Cottingham
                                      Vice President, General Counsel
                                      and Secretary


                               -2-

EX-3.4

                                                                     EXHIBIT 3.4


                             INVITROGEN CORPORATION

                                   CERTIFICATE
                     OF DESIGNATION, PREFERENCES AND RIGHTS
                               OF THE TERMS OF THE
                            SERIES B PREFERRED STOCK

         Pursuant to Section 151 of the General Corporation Law of the State of
Delaware

         I, the President and Chief Executive Officer of Invitrogen Corporation,
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103 thereof, DO HEREBY
CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the said Corporation, the said Board of
Directors on February 27, 2001, adopted the following resolution creating a
series of 1,000,000 shares of Preferred Stock designated as Series B Preferred
Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock of the Corporation be
and it hereby is created, and that the designation and amount thereof and the
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:

         SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series B Preferred Stock" (the "Series B Preferred Stock"),
$0.001 par value per share, and the number of shares constituting such series
shall be 1,000,000.

         SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

                  (A) The dividend rate on the shares of Series B Preferred
Stock shall be for each quarterly dividend (hereinafter referred to as a
"quarterly dividend period"), which quarterly dividend periods shall commence on
January 1, April 1, July 1 and October 1 each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date") (or in the case of
original issuance, from the date of original issuance) and shall end on and
include the day next preceding the first date of the next quarterly dividend
period, at a rate per quarterly dividend period (rounded to the nearest cent)
equal to the greater of (a) 625.00 or (b) subject to the provisions for
adjustment hereinafter set forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
cash, based upon the fair market value at the time the non-cash dividend or
other distribution is declared as determined in good faith by the Board of
Directors) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared (but not
withdrawn) on the Common Stock, par value $0.001 Par value of Common Stock per
share, of the Corporation (the "Common Stock") during the immediately preceding
quarterly dividend


                                       1



period, or, with respect to the first quarterly dividend period, since the first
issuance of any share or fraction of a share of Series B Preferred Stock. In the
event this Company shall at any time after February 28, 2001 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Series B Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B)      Dividends shall begin to accrue and be cumulative on
outstanding shares of Series B Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series B
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series B Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
B Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series B Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 45 days
prior to the date fixed for the payment thereof.

         SECTION 3. VOTING RIGHTS. The holders of shares of Series B Preferred
Stock shall have the following voting rights:

                  (A)      Subject to the provision for adjustment hereinafter
set forth, each share of Series B Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the stockholders of
the Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series B Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B)      Except as otherwise provided herein, in the
Certificate of Incorporation or by law, the holders of shares of Series B
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Corporation.


                                       2


                  (C)      Except as set forth herein, in the Certificate of
Incorporation and in the By-laws, holders of Series B Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

         SECTION 4. REACQUIRED SHARES. Any shares of Series B Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

         SECTION 5. LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (A)      In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the
Series B Preferred Stock shall be entitled to receive the greater of (a)
$25,000.00 per share, plus accrued dividends to the date of distribution,
whether or not earned or declared, or (b) an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of Common Stock. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series B Preferred Stock were entitled immediately prior to such event
pursuant to clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         SECTION 6. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series B Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series B Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.


                                       3



         SECTION 7. NO REDEMPTION. The shares of Series B Preferred Stock shall
not be redeemable.

         SECTION 8. FRACTIONAL SHARES. Series B Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and have the benefit of all other rights of holders
of Series B Preferred Stock. All payments made with respect to fractional shares
hereunder shall be rounded to the nearest whole cent.

         SECTION 9. CERTAIN RESTRICTIONS.

                  (A)      Whenever quarterly dividends or other dividends or
distributions payable on the Series B Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series B Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                           (i)      declare or pay dividends on, make any other
         distributions on, or redeem or purchase or otherwise acquire for
         consideration any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         B Preferred Stock;

                           (ii)     declare or pay dividends on or make any
         other distributions on any shares of stock ranking on a parity (either
         as to dividends or upon liquidation, dissolution or winding up) with
         the Series B Preferred Stock, except dividends paid ratably on the
         Series B Preferred Stock and all such parity stock on which dividends
         are payable or in arrears in proportion to the total amounts to which
         the holders of all such shares are then entitled;

                           (iii)    redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series B Preferred Stock, provided that the Corporation may at any time
         redeem, purchase or otherwise acquire shares of any such parity stock
         in exchange for shares of any stock of the Corporation ranking junior
         (either as to dividends or upon dissolution, liquidation or winding up)
         to the Series B Preferred Stock; or

                           (iv)     purchase or otherwise acquire for
         consideration any shares of Series B Preferred Stock, or any shares of
         stock ranking on a parity with the Series B Preferred Stock, except in
         accordance with a purchase offer made in writing or by publication (as
         determined by the Board of Directors) to all holders of such shares
         upon such terms as the Board of Directors, after consideration of the
         respective annual dividend rates and other relative rights and
         preferences of the respective series and classes shall determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

                  (B)      The Corporation shall not permit any subsidiary of
         the Corporation to purchase or otherwise acquire for consideration any
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (A) of this Section 9, purchase or otherwise acquire such
         shares at such time and in such manner.


                                       4



         SECTION 10. RANKING. The Series B Preferred Stock shall be junior to
all other Series of the Corporation's preferred stock as to the payment of
dividends and the distribution of assets, unless the terms of any series shall
provide otherwise.

         SECTION 11. AMENDMENT. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of
two-thirds or more of the outstanding shares of Series B Preferred Stock voting
together as a single class.

         IN WITNESS WHEREOF, I have executed and subscribed this Certificate and
do affirm the foregoing as true under the penalties of perjury this 27th day of
March, 2001.



                                    /s/ LYLE C. TURNER
                                    --------------------------------------
                                    Lyle C. Turner,
                                    President, Chief Executive Officer and
                                    Chairman of the Board of Directors


                                       5

EX-10.1

                                                                    Exhibit 10.1


                             FIFTH AMENDMENT TO THE
                             INVITROGEN CORPORATION
                             1997 STOCK OPTION PLAN


         Pursuant to Section 12 of the Invitrogen Corporation 1997 Stock Option
Plan, as amended (the "Plan"), the Plan is hereby amended to add a new Section
4.3 thereto to read as follows:

                  "4.3 INDIVIDUAL SHARE LIMIT. The maximum aggregate number of
         shares of Stock with respect to which Options may be granted during any
         calendar year to any Employee may not exceed 500,000 shares or, in the
         case of the calendar year during which an Employee first commences
         employment with any Participating Company, 1,000,000 shares (subject to
         adjustment to reflect changes in capital structure covered by Section
         4.2 above)."

EX-10.2

                                                                  Exhibit 10.2


                                CONTRACT OF SALE


         THIS CONTRACT OF SALE ("THIS CONTRACT") is made and entered into as of
March 7, 2001 (the "CONTRACT DATE") by and between INVITROGEN CORPORATION, a
Delaware corporation ("SELLER"), and HUMAN GENOME SCIENCES, INC., a Delaware
corporation ("BUYER").

         1. SALE. Seller agrees to sell and convey to Buyer, and Buyer agrees to
purchase from Seller, for the purchase price set forth below and on the terms
and conditions set forth in this Contract, all of the following:

                  1.1 those certain tracts or parcels of land, together with all
rights, easements, and interests appurtenant thereto including, but not limited
to, any streets or other public ways adjacent to such tracts or parcels and any
water or mineral rights owned by, or leased to, Seller, which are described on
EXHIBIT A attached hereto and made a part hereof (collectively, the "LAND");

                  1.2 all of the buildings, structures, fixtures, and other
improvements located on the Land, including, but not limited to, the buildings
commonly known by the street address 9800 Medical Center Drive, Rockville,
Maryland 20849 (collectively, the "BUILDINGS"), and all other on-site
structures, systems, and utilities associated with the Buildings (the Buildings
and all such improvements being collectively referred to herein as the
"IMPROVEMENTS");

                  1.3 all of Seller's right, title, and interest in and to the
existing laboratory infrastructure (e.g., specialized water systems, casework,
heating, ventilation, and air conditioning systems and equipment, autoclave,
fermenters, glass wash equipment, walk-in refrigeration units, chemical fume
hoods, centralized vacuum, gas, and spare parts related thereto) owned by Seller
and used by Seller in connection with the ownership and operation of the Land
and the Improvements, as specifically listed on EXHIBIT I attached hereto
(collectively, the "PERSONAL PROPERTY"). From the Contract Date to Thursday,
March 22, 2001 (the "DOCUMENT FINALIZATION PERIOD"), Seller and Buyer shall use
their reasonable and good faith efforts to finalize the list of Personal
Property set forth in EXHIBIT I attached hereto as a part hereof. On the
finalization of such list, the final list shall be substituted in place of the
list attached hereto as a part hereof as EXHIBIT I and the parties shall
identify the final list by initialing it. EXHIBIT L attached hereto as a part
hereof identifies the matters that Seller and Buyer are to resolve during the
Document Finalization Period.

                  1.4 all of Seller's right, title, and interest in and all
assignable contracts and agreements to which Seller is party that are listed and
described on EXHIBIT B attached hereto and made a part hereof (subject to
amendment pursuant to this Section) relating to the upkeep, repair, maintenance,
or operation of the Land, Improvements, or Personal Property and all comparable
contracts, agreements, or arrangements into which Seller enters before Closing
pursuant to this Contract (collectively, the "CONTRACTS"). During the Document
Finalization Period, Seller and Buyer shall use their reasonable and good faith
efforts to finalize the list of Contracts set forth in EXHIBIT B attached hereto
as a part hereof. On the finalization of such list,




the final list shall be substituted in place of the list attached hereto as a
part hereof as EXHIBIT B and the parties shall identify the final list by
initialing it; and

                  1.5 to the extent transferable, all of Seller's right, title,
and interest (if any) in and to the following: (a) systems and building manuals
relating to the Improvements to the extent in Seller's actual possession, (b)
all guaranties and warranties issued with respect to the Personal Property, the
Buildings, or the Improvements; (c) all "as built" plans and specifications,
drawings, and prints describing the Buildings and/or the Improvements to the
extent in Seller's actual possession; (d) trademarks or trade names associated
with the Buildings and/or Improvements, EXCLUDING, HOWEVER, the name "Life
Technologies, Inc.," or "LTI," or any derivation of such names; (e) all
licenses, permits, approvals, certificates of occupancy, dedications, and
entitlements now or hereafter issued, approved, or granted by any governmental
authority in connection with the Land or the Improvements, including the right
to increase the floor area ratio density on the Land up to 313,650 square feet
(collectively, the "INTANGIBLES").

The Land, the Improvements, and the Personal Property, Contracts, and
Intangibles associated therewith are hereinafter sometimes referred to as the
"PROPERTY."

         2. PURCHASE PRICE. The total purchase price to be paid to Seller by
Buyer for the Property shall be an amount equal to Fifty-Five Million Dollars
($55,000,000) (the "PURCHASE PRICE"). During the Document Finalization Period,
Seller and Buyer shall use their reasonable efforts to agree on the allocation
of the Purchase Price between the Personal Property, on the one hand, and the
Land, Improvements, Contracts, and Intangibles, on the other hand. Such agreed
allocation shall be reflected by an amendment to this Contract executed and
delivered by Seller and Buyer.

         3. CLOSING. The purchase and sale contemplated herein shall be
consummated at a closing ("CLOSING") to take place by mail or at the offices of
the Title Company (as defined below). The Closing shall occur on or before
Monday, April 30, 2001 (the "CLOSING DATE"); PROVIDED, HOWEVER, that if Buyer's
performance of a Phase II Study (as defined below) is not completed by April 30,
2001, Closing shall occur (unless Buyer terminates this Contract as provided in
Section 5 below) within ten (10) days after Buyer's timely completion of the
Phase II Study as provided in Section 5.2 below. Buyer shall use commercially
reasonable efforts to close before April 30, 2001.

         4. DEPOSIT. Contemporaneous with Buyer's execution and delivery of this
Contract, Buyer shall deposit, as its earnest money deposit, the sum of Five
Million Dollars ($5,000,000) (the "EARNEST MONEY") by means of a Federal Reserve
wire transfer of immediately available funds in a strict joint order, interest
bearing escrow with the Title Company (the "ESCROW"). The Earnest Money and all
interest earned thereon are herein collectively referred to as the "DEPOSIT."
Except as otherwise expressly set forth herein, the Deposit shall be
non-refundable but shall be applied against the Purchase Price at Closing.


                                       2


         5. ENVIRONMENTAL INSPECTION PERIOD.

                  5.1 PHASE I STUDY. From the Contract Date to March 2, 2001
(the "ENVIRONMENTAL INSPECTION PERIOD"), Buyer and its employees, agents, and
third party consultants (collectively, the "BUYER'S REPRESENTATIVES") shall be
entitled to enter on the Land and Improvements, at reasonable times and on
reasonable notice to Seller, to perform a phase I environmental study of the
Land (the "PHASE I STUDY"). Buyer shall provide not less than twenty-four (24)
hours' prior telephonic notice to Seller before performing any such study.

                  5.2 PHASE II STUDY. If the Phase I Study discloses a
"recognized environmental condition" (as that phrase is defined in ASTM E1527-00
Standard Practice for Environmental Site Assessments: Phase 1 Environmental Site
Assessment Process; the "ASTM STANDARDS"), then Buyer at its sole election may
extend the Environmental Inspection Period for a period not to exceed sixty (60)
days to enable Buyer to perform a Phase II environmental study within the
meaning of the ASTM Standards (the "PHASE II STUDY"; the Phase I Study and the
Phase II Study, if any, are hereinafter collectively referred to as the
"ENVIRONMENTAL STUDIES"). Buyer shall make such election by notifying Seller and
Escrow Agent in writing before the expiration of the Environmental Inspection
Period. Buyer shall perform the Environmental Studies as soon as possible using
commercially reasonable efforts. If the Environmental Studies reveal
environmental conditions that are unacceptable to Buyer in the exercise of its
commercially reasonable judgment, Buyer may terminate this Contract before the
last day of the Environmental Inspection Period (as it may have been extended as
provided in this Section 5.2) (the "APPROVAL DATE") by notifying Seller and
Escrow Agent in writing (the "TERMINATION NOTICE"). On receipt of the
Termination Notice, Buyer shall as a condition to the return of the Deposit,
deliver to Seller true, correct, and complete copies of the Environmental
Studies. On receipt of the Termination Notice by Seller and Escrow Agent, Escrow
Agent shall return the Deposit to Buyer and neither party shall have any further
liabilities or obligations except for those liabilities and obligations that
expressly survive a termination of this Contract. If Buyer fails timely to
deliver a Termination Notice to Seller and the Escrow Agent before the end of
the Environmental Inspection Period (as extended, if applicable), Buyer shall be
automatically deemed to have forever waived its right to terminate this Contract
and receive a refund of the Deposit (except as otherwise expressly provided
herein) and the Property shall be deemed acceptable to Buyer.

                  5.3 BUYER'S UNDERTAKING. Buyer hereby covenants and agrees
that it shall cause the Environmental Studies to be performed in a manner that
does not unreasonably disturb or disrupt the business operations of Seller. If
Buyer performs a Phase II Study (which may include physically intrusive
investigations of the Land and Improvements, such as sampling of soils and other
media), Buyer shall provide a written scope of work to Seller describing in
reasonable detail the procedures Buyer desires to perform and request Seller's
express written consent to the Phase II Study, which consent shall not be
unreasonably withheld, delayed, or conditioned. Buyer and Buyer's
Representatives shall, in performing the Environmental Studies, comply with the
agreed on procedures and with any and all Laws (as defined below) applicable to
such procedures or to the Land and Improvements, or both. Neither Buyer nor
Buyer's Representatives shall report the results of the Environmental Studies to
any Governmental Authority (as defined below) under any circumstances without
first obtaining Seller's express


                                       3


written consent, which consent may be withheld in Seller's sole and absolute
subjective discretion; PROVIDED, HOWEVER, that if the results of the
Environmental Studies are required to be reported by any Law, Seller shall
promptly report such results to the extent so required. If Seller fails to do
so, Buyer may report such results to the appropriate Governmental Authority
if such failure to report would expose Buyer to legal liability. For purposes
of this Contract, "LAW" means all applicable laws, ordinances, rules, and
regulations, codes, licenses, permits, orders, approvals, plans,
authorizations, and similar items of any applicable federal, state,
municipal, or other governmental or quasi-governmental department,
commission, board, bureau, agency, or instrumentality (collectively, the
"GOVERNMENTAL AUTHORITY").

                  5.4 REPORTS; INSURANCE; RESTORATION. Buyer shall promptly
provide Seller with copies of any Environmental Studies promptly after Buyer's
receipt thereof. Buyer and Buyer's Representatives shall: (a) maintain
commercial general liability (occurrence) insurance in an amount of not less
than Two Million Dollars ($2,000,000) covering any accident arising in
connection with the presence of Buyer and Buyer's Representatives at the Land
and the Improvements and the performance of any Environmental Studies, and
deliver to Seller before Buyer's entry on the Land or the Improvements a
certificate of insurance (on ACORD Form 27, if available) that names Seller as
an additional insured thereunder verifying such coverage; (b) promptly pay when
due any third party costs resulting from the Environmental Studies; (c) promptly
pay when due any third party costs resulting from the access provided to the
Land and the Improvements hereunder to the extent such costs would give rise to
Buyer's obligation to indemnify Seller under Section 5.5 (Indemnification)
below; and (d) restore the Land and Improvements to substantially the same
condition in which the same were found before any such entry on the Land and the
Improvements and inspection or examination was undertaken and repair any damage
to the Land or the Improvements to the extent such condition was altered or the
Land or Improvements were damaged in connection with the Environmental Studies.

                  5.5 INDEMNIFICATION. Buyer hereby indemnifies, protects,
defends (with counsel reasonably acceptable to Seller), and holds Seller,
Seller's affiliates, their respective shareholders, officers, and directors, and
all of their respective successors and assigns (collectively, the "SELLER
INDEMNIFIED PARTIES"), harmless from and against any and all losses, damages,
claims, causes of action, judgments, damages, costs, and expenses (including,
but not limited to, court costs and reasonable attorneys' fees) (collectively,
"LOSSES") to the extent that any Seller Indemnified Party suffers or incurs as a
result of, or in connection with, (a) any damage caused to, in, or at the
Property; (b) injury or death to person; or (c) mechanic's liens or
materialmen's liens arising out of, or in connection with, the Environmental
Studies, or Buyer's or Buyer's Representatives entry on the Land and the
Improvements hereunder; PROVIDED, HOWEVER, that Buyer shall not be obligated to
indemnify and hold Seller Indemnified Parties harmless from Losses to the extent
that the Losses (i) result from Seller's sole negligence or intentional
misconduct, or (ii) involve damage to the Property and Closing occurs under this
Contract. Buyer's undertakings pursuant to this Section 5 shall survive Closing
for a period that shall end on the sixtieth (60th) day after the third (3rd)
anniversary of the Closing Date, unless a specific claim in writing with respect
to such matters shall have been made by Seller prior thereto. Seller shall
promptly notify Buyer of any claim relating to any such Losses.


                                       4


                  5.6 PROPRIETARY INFORMATION. Buyer acknowledges that Seller's
business operations involve the use of highly sensitive, confidential, and
proprietary information (the "PROPRIETARY INFORMATION"), and that it is
imperative that Buyer and Buyer's Representatives be accompanied by an
authorized agent of Seller during any entry into the Buildings by Buyer and
Buyer's Representatives. Because of the sensitive nature of Seller's business
operations, it may not be possible to provide ready access to Buyer and Buyer's
Representatives to every part of the Buildings at any given time. For purposes
of this Contract, Proprietary Information includes (a) all information or
material of Seller that is proprietary because it has a significant business
purpose and is unique to the business and operations of Seller, including, but
not limited to, methods, strategies, software, technology, computer programs,
customer and prospect lists, supplier lists, records, product design or
development, financial information, budgets, marketing plans, pricing
information and strategies, cost data, salary information, market information,
personnel, trade secrets, and other business information; (b) inventions,
discoveries, concepts, technical information, processes, formulas,
specifications and know-how conceived, obtained, or developed in whole or in
part by Seller or its employees or agents, or created, in whole or in part, with
Seller's equipment, supplies, personal property, or facilities; and (c)
information and materials received by Seller from third parties in confidence
(i.e., subject to non-disclosure or similar covenants).

                  5.7 CONFIDENTIALITY. Each party agrees to maintain in
confidence the information contained in this Contract or pertaining to the sale
contemplated hereby, including, but not limited to, the Proprietary Information
(the "TRANSACTION INFORMATION"). Buyer shall maintain in strict confidence the
Environmental Studies. Each party shall not under any circumstances disclose all
or any portion of the Transaction Information (and Buyer shall not disclose the
Environmental Studies) to any person or entity and shall maintain the
Transaction Information (and Buyer shall maintain the Environmental Studies) in
the strictest confidence as confidential information; PROVIDED, HOWEVER, that
either party may disclose the Transaction Information (and Buyer may disclose
the Environmental Studies) (a) to such party's agents, employees, attorneys,
lenders, underwriters, consultants, and accountants to the extent that such
parties reasonably need to know such information and data to assist, and perform
services on behalf of, Buyer or Seller, as the case may be; (b) to the extent
required by any applicable Law (except as provided in Section 5.3 above); and
(c) in connection with any litigation that may arise between the parties in
connection with the transactions contemplated by this Contract. Buyer shall
advise Buyer's Representatives of the provisions of this Section 5.7 and cause
such parties to maintain the Transaction Information and the Environmental
Studies as confidential information and to comply with the terms of this Section
5.7. Buyer agrees that the Environmental Studies and any Proprietary Information
obtained in conducting the Environmental Studies shall be used solely for
purposes of evaluating the acquisition of the Property from Seller.
Notwithstanding anything contained herein to the contrary, it is understood and
agreed that money damages would not be a sufficient remedy for any breach of
this Section 5.7 by Buyer or Buyer's Representatives and that Seller shall be
entitled to specific performance and injunctive or other equitable relief as a
remedy for any such breach of this Section 5.7 by Buyer or Buyer's
Representatives, and Buyer further agrees to waive any requirement for the
security or posting of any bond in connection with such remedy. Such remedy
shall not be deemed to be the exclusive remedy for a breach of this Section 5.7
but shall be in addition to all other remedies available at law or equity to
Seller. Buyer hereby


                                       5


indemnifies, protects, defends, and holds Seller Indemnified Parties harmless
from and against any and all Losses to the extent suffered or incurred by any
Seller Indemnified Parties as a result of, or in connection with, (A) any
disclosure of the Transaction Information or the Environmental Studies by
Buyer or Buyer's Representatives other than in accordance with this Section
5.7, or (B) any other breach of this Section 5.7 by Buyer or Buyer's
Representatives. The undertakings of Buyer pursuant to this Section 5.7 (y)
with respect to the Proprietary Information shall indefinitely survive the
Closing or termination of this Contract and shall not be merged into any
instrument of conveyance delivered at Closing, and (z) with respect to
Transaction Information other than the Proprietary Information, shall
terminate at Closing and shall be merged into any instrument of conveyance
delivered at Closing. Before Closing, Seller and Buyer shall obtain the prior
written approval of the other (which approval shall not be unreasonably
withheld, delayed, or conditioned) before making any public announcements
concerning the transactions contemplated by this Contract.

         6. TITLE MATTERS.

                  6.1 CONVEYANCE OF TITLE. At Closing, Seller agrees to deliver
to Buyer a special warranty deed ("DEED") for the Property, in the form attached
hereto as a part hereof as EXHIBIT C, conveying the Property to Buyer, free and
clear of all liens, claims, and encumbrances except for the following items (the
"PERMITTED EXCEPTIONS"): (a) taxes not yet due and payable; (b) all matters
appearing of record relating to the Property as of the date of the Title
Commitment, including the matters appearing on the Title Commitment; (c) matters
arising out of any act of Buyer or Buyer's Representatives; and (d) Laws,
including, but not limited to, zoning ordinances.

                  6.2 TITLE COMMITMENT. Contemporaneous with the execution of
this Contract, Buyer shall deliver to Seller a commitment (the "TITLE
COMMITMENT"), dated as of January 21, 2001 issued by Presidential Title, Inc.
(the "TITLE COMPANY"), for an owner's title insurance policy (the "TITLE
POLICY") insured by Commonwealth Land Title Insurance Company ("Title Insurer"),
in the full amount of the Purchase Price, showing fee simple title to the Land
in Seller and that title to the Property is good of record and in fact,
marketable, and insurable at regular rates by the Title Insurer, together with
copies of all recorded documents evidencing title exceptions raised in "Schedule
B" of the Title Commitment. Buyer shall pay the cost of the title insurance
premiums along with any and all other costs related to the Title Commitment and
the Title Policy, including, but not limited to, the cost of "extended form
coverage," any endorsements and all search, continuation and later-date fees.

                  6.3 MANDATORY CURE ITEMS. Seller shall be obligated to cure
and remove by Closing all of the following class of matters affecting title to
the Property that are disclosed in the Title Commitment, if any: (a) the liens
of any mortgage, trust deed, or deed of trust encumbering the Property
evidencing an indebtedness owed by Seller; (b) tax liens for delinquent ad
valorem real estate taxes, judgment liens, and other tax liens; (c) broker's
liens pursuant to a written agreement between the broker and any Seller Parties;
(d) mechanic's liens pursuant to a written agreement either between (i) the
claimant (the "CONTRACT CLAIMANT") and Seller or its employees, officers, or
managing agents (the "SELLER PARTIES") or (ii) the Contract Claimant and any
other contractor, materialman, or supplier with which Seller or Seller Parties


                                       6


have a written agreement; and (e) other matters affecting title to the Project
created by Seller on or after the date of the Title Commitment without Buyer's
prior written consent.

                  6.4 CERTIFICATE OF CONVEYANCE AND CONFIRMATORY DEED. Buyer
acknowledges (a) that Seller has filed a certificate of conveyance with the
Maryland State Department of Assessments and Taxation and is in the process of
recording among the Land Records of Montgomery County, Maryland a confirmatory
deed from Life Technologies, Inc. ("LTI") to Seller reflecting the merger of LTI
into Seller and Seller shall use its reasonable efforts to complete such
recordation before Closing, and (b) receipt of the form of certificate of
conveyance and confirmatory deed.

         7. SELLER'S REPRESENTATIONS AND WARRANTIES.

                  7.1 SELLER'S REPRESENTATIONS. Seller represents and warrants
to Buyer that the following matters (collectively, the "SELLER REPRESENTATIONS")
are true as of the Contract Date in all material respects except as may
otherwise be provided in the Documents. Seller shall reaffirm the Seller
Representations at Closing by means of a certification in the form of EXHIBIT J
attached hereto as a part hereof.

                           7.1.1 LITIGATION. There is no pending or, to
Seller's Knowledge (as defined below), threatened litigation or governmental
proceedings against Seller or the Property that, if such litigation or
proceedings were to result in a final determination against Seller or the
Property, would result in material encumbrance on the Property, or would
materially affect the validity or enforceability of this Contract or the
performance of Seller under this Contract.

                           7.1.2 UNITED STATES PERSON. Seller is a "United
States Person" within the meaning of Section 1445(f)(3) of the Internal Revenue
Code of 1986, as amended, and shall execute and deliver an "Entity Transferor"
certification at Closing in the form of EXHIBIT D attached hereto as a part
hereof.

                           7.1.3 CONDEMNATION. There is no pending or, to
Seller's Knowledge, contemplated condemnation or other governmental taking
proceedings affecting all or any part of the Land and the Improvements.

                           7.1.4 DUE AUTHORIZATION. Seller is a corporation duly
organized, validly existing, and in good standing under Delaware law, and is
qualified to do business in and is in good standing under Maryland law. Seller
has full power to execute, deliver, and carry out the terms and provisions of
this Contract and each of the other agreements, instruments, and documents
herein required to be made or delivered by Seller pursuant hereto, and has
taken, or will take before Closing, all necessary action to authorize the
execution, delivery, and performance of this Contract and such other agreements,
instruments, and documents. The individuals executing this Contract and all
other agreements, instruments, and documents herein required to be made or
delivered by Seller pursuant hereto on behalf of Seller are and shall be duly
authorized to sign the same on Seller's behalf and to bind Seller thereto.


                                       7


                           7.1.5 ENFORCEABILITY; CONFLICT. This Contract has
been, and each and all of the other agreements, instruments, and documents
herein required to be made by Seller pursuant hereto have been, or on the
Closing Date will have been, executed by or on behalf of Seller, and when so
executed, are and shall be legal, valid, and binding obligations of Seller
enforceable against Seller in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar
laws affecting the rights of creditors generally and, as to enforceability, the
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law). The execution and delivery of, and consummation
of the transactions contemplated by, this Contract is not prohibited by, and
will not conflict with, constitute grounds for termination of, or result in the
breach of any of the agreements or instruments to which Seller is now party or
by which it is bound, or to Seller's Knowledge, any order, rules, or regulation
of any court or other Governmental Authority.

                           7.1.6 CONTRACTS. To Seller's Knowledge and subject to
the provisions of Section 1.4, Seller is not party to any service contracts,
management contracts, or other comparable agreements that are binding on the
Land and the Improvements other than the Contracts.

                           7.1.7 BANKRUPTCY MATTERS. Seller has not made a
general assignment for the benefit of creditors, filed any voluntary petition in
bankruptcy or suffered the filing of an involuntary petition by its creditors,
suffered the appointment of a receiver to take possession of substantially all
of its assets, suffered the attachment or other judicial seizure of
substantially all of its assets, admitted its inability to pay its debts as they
come due, or made an offer of settlement, extension, or composition to its
creditors generally.

                           7.1.8 ENVIRONMENTAL MATTERS. To Seller's Knowledge
and except as disclosed on EXHIBIT H attached hereto, Seller has received no
written notification from any Governmental Authority properly addressed to
Seller that (a) all or some portion of the Property violates any Environmental
Laws (as defined below); or (b) any Hazardous Substances (as defined below) have
been stored or generated at, released, or discharged from or are present on the
Property, except in the ordinary course of Seller's business and in accordance
in all material respects with all Environmental Laws. In response to a written
request from ManTech Environmental Corporation ("MANTECH"), Buyer's
environmental consultant, Seller provided to ManTech documentation requested by
ManTech relating to environmental matters relating to the Property. To Seller's
Knowledge, the documentation so provided to ManTech was accurate and complete in
all material respects and Seller did not intentionally withhold any information
from the documentation so provided to ManTech. As used in this Contract,
(i) "HAZARDOUS SUBSTANCES" means all hazardous or toxic materials, substances,
pollutants, contaminants, petroleum products or wastes currently identified as a
hazardous substance or waste in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (commonly known as "CERCLA"), as amended,
the Superfund Amendments and Reauthorization Act (commonly known as "SARA"), the
Resource Conservation and Recovery Act (commonly known as "RCRA"), or any other
Law applicable to the Property, and (ii) the term "ENVIRONMENTAL LAWS" shall
mean all Laws enacted or issued by any Governmental Authority and in effect as
of the Contract Date with respect to or which otherwise pertain to or affect the
Land or the Improvements, or any portion thereof, the use, ownership, occupancy,
or operation


                                       8


of the Land or the Improvements, or any portion thereof, or any owner of the
Land, and as the same have been amended, modified, or supplemented from time
to time before the date of this Contract, including but not limited to
CERCLA, SARA, RCRA, the Hazardous Substances Transportation Act (49 U.S.C.
Section 1802 et seq.), the Water Pollution Control Act (33 U.S.C. Section 1251
et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.),
the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Solid Waste Disposal
Act (42 U.S.C. Section 6901 et seq.), the Toxic Substances Control Act
(15 U.S.C. Section 2601 et seq.), the Emergency Planning and Community
Right-to-Know Act of 1986 (42 U.S.C. Section 11001 et seq.), comparable
state and local laws, and any rules and regulations that have become effective
before the date of this Contract under any of the laws specified above.

                  7.2 SELLER'S KNOWLEDGE. All references in this Contract to
"SELLER'S KNOWLEDGE," "SELLER'S ACTUAL KNOWLEDGE," or words of similar import
shall refer only to the actual (as opposed to deemed, imputed, or constructive)
present knowledge of (a) Delano W. Tucker, Sr., without inquiry (with respect to
those provisions in Section 7.1 modified to Seller's Knowledge with the
exception of Section 7.1.1 (Litigation)), and (b) John A. Cottingham, without
inquiry (with respect solely to the provisions of Section 7.1.1 (Litigation)).
Notwithstanding any fact or circumstance to the contrary, Seller's Knowledge
shall not be construed to refer to the knowledge of any other person or entity.
Seller represents and warrants that Mr. Tucker has been the Facilities Manager
of the Property since its construction and that Mr. Cottingham is the general
counsel of Seller. Messrs. Tucker and Cottingham shall have no personal
liability whatsoever under this Contract.

                  7.3 LIMITATIONS. Seller Representations shall survive the
Closing Date, the delivery of the Deed, and transfer of title to the Property
until March 31, 2002. No claim for a breach of any Seller Representation, or the
failure or default of a covenant or agreement of Seller, shall be actionable or
payable unless (a) the breach in question results from or is based on a
condition, state of facts, or other matter that was not disclosed to or known by
Buyer to its actual (as opposed to deemed, imputed, or constructive) knowledge
before Closing, (b) the valid claims for all such breaches collectively
aggregate more than One Hundred Thousand Dollars ($100,000), in which event the
full amount of such claims shall be actionable, and (c) written notice
containing a description of the specific nature of such breach shall have been
given by Buyer to Seller before March 31, 2002 and an action shall have been
commenced by Buyer against Seller within one (1) year after Closing.
Notwithstanding anything contained in this Contract to the contrary:

                           7.3.1 Buyer shall not be entitled to any
consequential, speculative, or punitive damages in connection with any suits,
litigation, or administrative proceedings resulting from any breaches by Seller
of Seller Representations or covenants of Seller.

                           7.3.2 If Buyer is notified in writing by Seller or
otherwise becomes aware (which awareness shall be deemed to the extent Buyer is
provided with access to books, records, files, or other material that
contradicts a Seller Representation) that any Seller Representation made by
Seller is not true or correct as of the Contract Date, or that such Seller
Representation is not true or correct on or before the Closing, or is notified
in writing by Seller or otherwise becomes aware (which awareness shall be deemed
to the extent Buyer is provided with access to books, records, files, or other
material that indicates a covenant of Seller has not been satisfied) that Seller
has failed


                                       9


to perform any covenant and agreement herein contained and Buyer shall
nevertheless acquire the Property notwithstanding such fact, Buyer shall not
be entitled to commence any action after Closing to recover damages from
Seller due to such Seller Representation failing to be true or correct (and
Buyer shall not be entitled to rely on such Seller Representation), or such
covenant and agreement having failed to be performed by Seller.

                           7.3.3 In case of Seller's breach of the Seller
Representation contained in Section 7.1.6 (Contracts) that involves Seller's
failure to disclose a Contract that is not terminable on no more than thirty
(30) days' notice without penalty, Seller shall indemnify, protect, and defend
and hold Buyer harmless from and against all losses, claims, costs, expenses,
and damages (including, but not limited to, reasonable attorneys' fees) incurred
by Buyer in terminating such undisclosed Contract. The provisions of this
Section 7.3.3 shall survive the Closing and shall not be merged into any
instrument of conveyance delivered at Closing. Buyer, however, acknowledges and
agrees that the (a) Contract involving the food service operation in the Commons
Building (the "FOOD SERVICE CONTRACT") expires in November 2002 and that the
Food Service Contract requires a four (4) month termination notice, and (b)
Contract involving elevator maintenance for the elevators in the Buildings
expires on or about January 31, 2002 and cannot be terminated before that date.

                  7.4 MODIFICATIONS. Between the Contract Date and the Closing
Date, Seller shall notify Buyer in writing of any event or condition that, to
Seller's Knowledge, will cause a material change in the facts relating to, or
the truth of, any of the Seller Representations. Seller shall be entitled to
modify the Seller Representations to reflect changes thereto from the Contract
Date to the Closing Date (a) that arise in the ordinary course of Seller's
operation of the Property, (b) that are not caused by the negligence or
intentional misconduct of Seller or its agents, employees, or contractors, and
(c) as long as such modifications shall not materially adversely affect the use
or value of the Property.

         8. BUYER'S COVENANTS AND REPRESENTATIONS. Effective as of the Contract
Date, Buyer hereby covenants with Seller as follows:

                  8.1 DUE AUTHORIZATION. Buyer is a Delaware corporation duly
organized, validly existing, and in good standing under Delaware law and is
qualified to do business in and is in good standing under Maryland law. Buyer
has full power to execute, deliver, and carry out the terms and provisions of
this Contract and each of the other agreements, instruments, and documents
herein required to be made or delivered by Buyer pursuant hereto, and has taken
all necessary action to authorize the execution, delivery, and performance of
this Contract and such other agreements, instruments, and documents. The
individuals executing this Contract and all other agreements, instruments, and
documents herein required to be made or delivered by Buyer pursuant hereto on
behalf of Buyer are and shall be duly authorized to sign the same on Buyer's
behalf and to bind Buyer thereto.

                  8.2 ENFORCEABILITY. This Contract has been, and each and all
of the other agreements, instruments, and documents herein required to be made
by Buyer pursuant hereto have been, or on the Closing Date will have been,
executed by Buyer or on behalf of Buyer, and when so executed, are and shall be
legal, valid, and binding obligations of Buyer enforceable


                                       10


against Buyer in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, and other
similar laws affecting the rights of creditors generally and, as to
enforceability, the general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).

                  8.3 NO CONFLICT. The execution and delivery of, and
consummation of the transactions contemplated by this Contract is not prohibited
by, and will not conflict with, constitute grounds for termination of, or result
in the breach of any of the agreements or instruments to which Buyer is now
party or by which it is bound, or any order, rule or regulation of any court or
other Governmental Authority.

Buyer shall reaffirm the foregoing representations and warranties at Closing by
means of a certification in the form of EXHIBIT K attached hereto as a part
hereof.

         9. ACTIONS AFTER THE CONTRACT DATE. The parties covenant to do the
following through the Closing Date:

                  9.1 TITLE. From and after the Contract Date, Seller shall not
make any change to the condition of title to the Land and the Improvements that
would change the condition of title approved or deemed approved by Buyer
pursuant to Section 6, except as required by Law or Section 6 or with Buyer's
advance written consent, which consent shall not be unreasonably withheld,
delayed, or conditioned. From and after the Approval Date, Seller shall not
sell, or assign or create any right, title, or interest in, the Land, or any
part thereof, or create any lien, encumbrance, or charge thereon, without the
prior written consent of Buyer, which consent shall not be unreasonably
withheld, delayed, or conditioned.

                  9.2 MAINTENANCE AND OPERATION OF PROPERTY. Seller shall
maintain the Property in substantially its current condition (normal wear and
tear and damage by casualty excepted); shall maintain existing insurance
coverage in full force and effect; and shall operate and maintain the Property
in the ordinary course of Seller's business; PROVIDED, HOWEVER, that in no event
shall Seller be obligated to make any capital repairs, replacements, or
improvements to the Improvements. Seller shall have the right to enter into any
new contract with respect to the ownership and operation of the Property that
will survive the Closing, or that would otherwise affect the use, operation, or
enjoyment of the Property after Closing, as long as the new contract is
terminable on no more than thirty (30) days' prior written notice without
penalty or termination fee to Buyer (any such new contract shall be deemed a
"Contract" for purposes of this Contract).

                  9.3 WARN ACT. Seller shall comply with the requirements of the
Worker Adjustment and Retraining Notification Act ("WARN ACT") to the extent the
WARN Act affects the transactions contemplated by this Contract. Seller shall
indemnify, protect and defend and hold Buyer harmless from and against all
losses, claims, costs, expenses and damages (including, but not limited to,
reasonable attorneys' fees) resulting from Seller's failure to comply with the
WARN Act as provided in this Section 9.3. The provisions of this Section 9.3
shall survive the Closing for a period that shall end on the sixtieth (60th) day
after the third (3rd) anniversary of the Closing Date and shall not be merged
into any instrument of conveyance delivered at Closing.


                                       11


         10. PROPERTY SOLD "AS IS".

                  10.1 GENERAL. Except as is otherwise expressly provided in
this Contract, Seller hereby specifically disclaims any warranty (oral or
written) concerning (a) the nature and condition of the Property and the
suitability thereof for any and all activities and uses that Buyer may elect to
conduct thereon; (b) the manner, construction, condition, and state of repair or
lack of repair of the Improvements; (c) the nature and extent of any
right-of-way, lien, encumbrance, license, reservation, condition, or otherwise;
(d) the compliance of the Property or its operation with any Laws, it being
specifically understood that Buyer shall have full opportunity, during the
Environmental Inspection Period, to determine for itself the environmental
condition of the Property; (e) the accuracy or completeness of any statements,
calculations, or conditions stated or set forth in Seller's books and records
concerning the Property or set forth in any of Seller's offering materials for
the Property; and (f) any other matter whatsoever except as expressly set forth
in this Contract. Except as is otherwise expressly provided in this Contract,
the sale of the Property as provided for herein is made on a strictly "AS IS"
"WHERE IS" "WITH ALL FAULTS" basis as of the Closing Date. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS CONTRACT, BUYER EXPRESSLY ACKNOWLEDGES THAT, IN
CONSIDERATION OF THE AGREEMENTS OF SELLER IN THIS CONTRACT, SELLER MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY,
CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTY, ANY IMPROVEMENTS LOCATED THEREON, OR ANY
SOIL CONDITIONS RELATED THERETO.

                  10.2 NO RELIANCE. BUYER SPECIFICALLY ACKNOWLEDGES THAT IT IS
NOT RELYING ON (AND SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY REPRESENTATIONS
OR WARRANTIES MADE BY OR ON BEHALF OF SELLER OF ANY KIND OR NATURE WHATSOEVER,
EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS CONTRACT, BUYER, FOR BUYER AND BUYER'S SUCCESSORS AND
ASSIGNS, HEREBY RELEASES SELLER FROM AND WAIVES ANY AND ALL CLAIMS AND
LIABILITIES AGAINST SELLER FOR, RELATED TO, OR IN CONNECTION WITH, ANY
ENVIRONMENTAL CONDITION AT THE PROPERTY (OR THE PRESENCE OF ANY MATTER OR
SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY), INCLUDING,
BUT NOT LIMITED TO, CLAIMS AND/OR LIABILITIES RELATING TO (IN ANY MANNER
WHATSOEVER) ANY HAZARDOUS, TOXIC OR DANGEROUS MATERIALS OR SUBSTANCES LOCATED
IN, AT, ABOUT, OR UNDER THE PROPERTY, OR FOR ANY AND ALL CLAIMS OR CAUSES OF
ACTION (ACTUAL OR THREATENED) BASED ON, IN CONNECTION WITH, OR ARISING OUT OF
ENVIRONMENTAL LAW OR ANY OTHER CLAIM OR CAUSE OF ACTION (INCLUDING ANY FEDERAL
OR STATE BASED STATUTORY, REGULATORY, OR COMMON LAW CAUSE OF ACTION) RELATED TO
ENVIRONMENTAL MATTERS OR LIABILITY WITH RESPECT TO OR AFFECTING THE PROPERTY.
BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR


                                       12


WILL CONDUCT BEFORE CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY WITH
QUALIFIED PROFESSIONALS OF ITS OWN SELECTION, INCLUDING BUT NOT LIMITED TO,
THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY
TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR
NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS
SUBSTANCES ON OR DISCHARGED OR RELEASED FROM THE PROPERTY AND WILL RELY
SOLELY ON SAME AND NOT ON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER
OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER AS ARE EXPRESSLY SET
FORTH IN THIS CONTRACT. UPON CLOSING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS CONTRACT, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S
INVESTIGATIONS, AND BUYER, ON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED, AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES,
DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT
COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER
MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER, AT ANY TIME BY REASON OF OR
ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL
CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION,
ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES, OR MATTERS REGARDING THE PROPERTY. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS CONTRACT, BUYER AGREES THAT SHOULD ANY CLEANUP,
REMEDIATION, OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL
CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE CLOSING DATE, SUCH CLEANUP,
REMOVAL, OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED
AT THE SOLE COST AND EXPENSE OF BUYER.

                  10.3 INDUCEMENT. BUYER ACKNOWLEDGES AND AGREES THAT THE
PROVISIONS CONTAINED IN THIS SECTION 10 WERE A MATERIAL FACTOR IN SELLER'S
ACCEPTANCE OF THE PURCHASE PRICE AND THAT SELLER WAS UNWILLING TO SELL THE
PROPERTY TO BUYER UNLESS SELLER WAS RELEASED AS EXPRESSLY SET FORTH ABOVE.
BUYER, WITH BUYER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET
FORTH IN THIS CONTRACT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.
BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET
FORTH IN THIS CONTRACT ARE AN INTEGRAL PART OF THIS CONTRACT, AND THAT SELLER
WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE
WITHOUT THE DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS CONTRACT. THE
TERMS AND CONDITIONS OF THIS SECTION 10 WILL EXPRESSLY SURVIVE THE CLOSING AND


                                       13


WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS, INCLUDING, BUT NOT
LIMITED TO, THE DEED.

         11. SELLER'S CLOSING DELIVERIES. At Closing (or such other times as may
be specified below), Seller shall deliver or cause to be delivered to Buyer the
following:

                  11.1 DEED. A Deed, executed by Seller, for the Property
conveying the Land and Improvements to Buyer, subject to the Permitted
Exceptions. Seller, however, shall have no obligation to execute and deliver to
Buyer, the Title Company, or any other entity or person an affidavit of title,
owner's affidavit, or similar instrument.

                  11.2 LEASE. Two (2) duly executed counterparts of a lease
agreement ("LEASE") between Buyer, as landlord, and Seller, as tenant,
substantially in the form attached hereto as EXHIBIT G. During the Document
Finalization Period, Seller and Buyer shall use their reasonable and good faith
efforts to finalize the terms and conditions of the Lease, it being acknowledged
and agreed that certain terms and conditions of the Lease remain subject to
negotiation. On the finalization of the terms and conditions of the Lease, such
final form shall be substituted in place of the form of Lease attached hereto as
a part hereof as EXHIBIT G and the parties shall identify the final form of
Lease by initialing it. If Seller and Buyer are unable to agree, despite the
exercise of their reasonable and good faith efforts, on the final terms and
conditions of the Lease by the end of the Document Finalization Period, the
Escrow Agent shall return the Deposit to Buyer, this Contract shall terminate,
and neither Seller nor Buyer shall have any further liabilities or obligations
except for those liabilities and obligations that expressly survive a
termination of this Contract. For purposes of this Contract, the Lease may
ultimately be in the form of a sublease between Seller, as subtenant, and Buyer,
as sublandlord, and, if so, (a) Buyer shall obtain the prior written consent of
the fee owner of the Property to the sublease, and (b) Seller and Buyer shall
modify the Lease so that it is in the form of a sublease.

                  11.3 ASSIGNMENT OF CONTRACTS. Two (2) duly executed
counterparts of an Assignment and Assumption of Contracts and Intangibles (an
"ASSIGNMENT OF CONTRACTS") for the Property in the form attached hereto as
EXHIBIT E. The effective date of the Assignment of Contracts shall be Monday,
October 1, 2001. Between the Closing Date and September 30, 2001, Seller shall
have the right to enter into any new contract with respect to the ownership and
operation of the Property that will have an expiration date after September 30,
2001, or that would otherwise affect the use, operation, or enjoyment of the
Property after September 30, 2001, as long as the new contract is terminable on
no more than thirty (30) days' prior written notice without penalty or
termination fee to Buyer (any such new contract shall be deemed a "Contract" for
purposes of this Contract). Buyer shall have the right to approve any such new
contract, which approval shall not be unreasonably withheld, delayed, or
conditioned. If Buyer does not approve or disapprove such new contract within
five (5) Business Days after written request to do so, Buyer shall be deemed to
have approved such new contract. If Seller enters into a new contract that is
not terminable on no more than thirty (30) days' prior written notice or
contains a penalty or termination fee, or both, and Buyer does not timely object
to such new contract, Seller shall indemnify, protect, and defend and hold Buyer
harmless from and against all losses, claims, costs, expenses, and damages
(including, but not limited to, reasonable attorneys' fees) incurred by Buyer in
connection with such undisclosed new contract. The


                                       14



provisions of this Section 11.3 shall survive the Closing and shall not be
merged into any instrument of conveyance delivered at Closing.

                  11.4 BILL OF SALE. Two (2) duly executed counterparts of a
Bill of Sale (the "BILL OF SALE") for the Property in the form attached hereto
as EXHIBIT F.

                  11.5 CLOSING STATEMENT. Two (2) duly executed counterparts of
a closing statement (the "CLOSING STATEMENT") conforming to the proration and
other relevant provisions of this Contract, which Closing Statement shall be in
a form mutually and reasonably agreed to by Seller and Buyer.

                  11.6 FIRPTA CERTIFICATE. Entity Transfer Certification in the
form of EXHIBIT D attached hereto as a part hereof.

                  11.7 REAFFIRMATION OF SELLER REPRESENTATIONS. A Reaffirmation
of Seller Representations in the form of EXHIBIT J attached hereto as a part
hereof.

                  11.8 OTHER DOCUMENTS. Such other documents as may be
reasonably agreed on between Buyer and Seller for purposes of consummating the
transactions contemplated by this Contract.

         12. BUYER'S CLOSING DELIVERIES. At Closing (or at such other times as
may be specified below), Buyer shall deliver or cause to be delivered to Seller
the following:

                  12.1 CLOSING STATEMENT. Two (2) Closing Statements executed in
counterpart by Buyer.

                  12.2 LEASE. Two (2) Leases executed in counterpart by Buyer.

                  12.3 ASSIGNMENT OF CONTRACTS. Two (2) Assignment of Contracts
executed in counterpart by Buyer.

                  12.4 BILL OF SALE. Two (2) Bill of Sales executed in
counterpart by Buyer.

                  12.5 REAFFIRMATION OF BUYER REPRESENTATIONS. A Reaffirmation
of Buyer Representations in the form of EXHIBIT K attached hereto as a part
hereof.

                  12.6 CORPORATE RESOLUTIONS. Corporate resolutions of Buyer
authorizing Buyer to enter into this Contract and perform its obligations
hereunder. Such resolutions shall contain, among other things, a statement
indicating that Buyer has ascribed a value of at least Nine Million Dollars
($9,000,000) to the Administration Building.

                  12.7 OTHER DOCUMENTS. Such other documents as may be
reasonably agreed on between Buyer and Seller for purposes of consummating the
transactions contemplated by this Contract.


                                       15


         13. PAYMENT OF PURCHASE PRICE; PRORATIONS AND ADJUSTMENTS. Provided all
conditions precedent to Seller's obligations hereunder have been satisfied,
Seller shall convey title to the Property to Buyer on confirmation of receipt of
the Purchase Price by the Escrow Agent as set forth below. Buyer shall pay the
balance of the Purchase Price, as adjusted by the prorations and expenses to be
paid by Seller hereunder, to Escrow Agent by making a wire transfer of
immediately available federal funds to the account of Escrow Agent no later than
11:00 a.m. Eastern Time on the Closing Date and unconditionally directing Escrow
Agent to deposit the same (and Escrow Agent shall in fact initiate the transfer
by such time) in Seller's designated account by 2:00 p.m. Eastern Time on the
Closing Date. For each full or partial day after the Closing Date that Escrow
Agent has not received in its account the payment specified in this Contract,
Buyer shall pay to Seller one (1) day's interest on the unpaid funds at the rate
PER ANNUM equal to the "prime rate" as announced from time to time by THE WALL
STREET JOURNAL. The following items shall be prorated and adjusted between
Seller and Buyer:

                  13.1 UTILITIES. Water, electricity, sewer, natural gas,
telephone, and other utility charges based, to the extent practicable, on final
meter readings and final invoices. Such expenses shall be prorated between Buyer
and Seller, with Seller receiving a credit for any expenses paid by Seller and
related to the period from and after Closing.

                  13.2 EXISTING CONTRACTS. Amounts paid or payable under the
Contracts shall be prorated.

                  13.3 ASSESSMENTS. All assessments, general or special, shall
be prorated as of the Closing Date, with Seller being responsible for any
installments of assessments that are due before the Closing Date and Buyer being
responsible for any installments of assessments that are due on or after the
Closing Date.

                  13.4 TAXES. All ad valorem real estate and personal property
taxes for the Property shall be prorated as of the Closing Date on a cash basis
for the tax year in which the Closing occurs, regardless of the year for which
such taxes are assessed. Buyer shall pay all sales tax payable in connection
with the Personal Property, which sales tax shall be collected by Seller and
thereafter paid over to the State of Maryland within the time required by law.

                  13.5 OTHER. Such other items that are customarily prorated in
transactions of this nature shall be ratably prorated.

                  13.6 ADJUSTMENTS. If any prorations made pursuant hereto shall
prove incorrect for any reason, or if the prorations set forth above are
estimated on the most currently available (rather than based on the actual
final) bills, either party shall be entitled to an adjustment to correct the
same provided that it makes written demand on the other by no later than the
first anniversary of the Closing Date. The provisions of this Section 13 shall
survive Closing.

         14. CLOSING EXPENSES. Seller shall only pay for: one-half (1/2) of any
applicable recordation and transfer taxes and one-half (1/2) of the cost of any
escrows hereunder. Buyer shall pay for one-half (1/2) of any escrow costs
hereunder, one-half (1/2) of any applicable recordation and transfer tax, the
cost of recording the Deed, the basic premium for the Title


                                       16


Policy, the cost of "extended form coverage" and any endorsements to the
Title Policy, the cost of any survey, and any recordation tax on the
recordation of any instrument evidencing or securing any financing obtained
by Buyer for all or any portion of the Property. Each party shall pay the
costs of its respective consultants, attorneys, accountants, and other
professionals.

         15. DESTRUCTION, LOSS OR DIMINUTION OF PROPERTY. If, before Closing,
all or any portion of the Property is damaged by fire or other natural casualty
(collectively "DAMAGE"), or is taken or made subject to condemnation, eminent
domain, or other governmental acquisition proceedings (collectively "EMINENT
DOMAIN"), then:

                  15.1 GENERAL. If the aggregate cost of repair or replacement
or the value of the Eminent Domain (collectively, "REPAIR AND/OR REPLACEMENT")
is Three Million Dollars ($3,000,000) or less, in the opinion of Buyer's and
Seller's respective engineering consultants, Buyer shall close and take the
Property as diminished by such events with an assignment by Seller of any
casualty insurance proceeds (together with a credit from Seller to Buyer of the
full amount of any deductible not paid directly by Seller) or condemnation
proceeds and the payment by Seller to Buyer of any applicable deductible
amounts, less any amounts reasonably incurred by Seller to repair the Property
and collect the insurance proceeds or condemnation award.

                  15.2 MATERIAL DAMAGE. If the aggregate cost of repair and/or
replacement is greater than Three Million Dollars ($3,000,000), in the opinion
of Buyer's and Seller's respective engineering consultants, then Buyer, at its
sole option, may elect either to (a) terminate this Contract by written notice
to Seller and the Escrow Agent, in which event the Deposit shall be returned to
Buyer and neither party shall have any further liability to the other hereunder,
except for those liabilities that expressly survive a termination of this
Contract; or (b) proceed to close and take the Property as diminished by such
events, together with an assignment of the proceeds of Seller's casualty
insurance (together with a credit from Seller to Buyer of the full amount of any
deductible not paid directly by Seller) for all Damage (or condemnation awards
for any Eminent Domain) and the payment by Seller to Buyer of any applicable
deductible amounts, less any amounts reasonably incurred by Seller to repair the
Property and collect the insurance proceeds or condemnation award.

                  15.3 DISPUTES. If a dispute arises between Seller and Buyer
with respect to the cost of repair and/or replacement for the matters set forth
in this Section, an engineer designated by Seller and an engineer designated by
Buyer shall select an independent engineer licensed to practice in Maryland who
shall resolve such dispute. All fees, costs, and expenses of such third engineer
so selected shall be shared equally by Buyer and Seller.

         16. DEFAULT.

                  16.1 DEFAULT BY SELLER. In addition to the provisions of
Section 18 (Litigation), if Seller shall be in material default hereunder any of
the covenants and agreements of Seller hereunder, or in the event of a material
breach by Seller of any Seller Representation when made that is not cured by
Seller (in Seller's sole and absolute subjective discretion) on or before
Closing, Buyer may either (a) terminate Buyer's obligations under this Contract
by written notice to Seller and the Escrow Agent, in which event (i) the Deposit
shall be returned to Buyer, and


                                       17


(ii) on Buyer's receipt of the Deposit, this Contract shall terminate and
neither party shall have any further liability hereunder except for those
liabilities that expressly survive a termination of this Contract; or (b)
Buyer may file an action for specific performance, provided that no such
action in specific performance shall seek to require Seller to do any of the
following: (i) change the condition of the Property or restore the same after
any fire or other casualty; (ii) expend money or post a bond to remove a
title encumbrance or defect or correct any matter shown on a Survey of the
Property that Seller has not agreed to remove or correct pursuant to the
provisions of this Contract; (iii) secure any permit, approval, or consent
for the Property or Seller's conveyance of the Property where the failure to
secure any such permit, approval, or consent would not constitute a breach of
any representation or warranty of Seller under the provisions of this
Contract; or (iv) vacate the Property in advance of the applicable expiration
date for the space in question under the Lease. If Buyer prevails on the suit
for specific enforcement in a court of competent jurisdiction, the Lease
shall be of no force or effect and Seller shall have no right to lease the
Property on the terms and conditions set forth in the Lease. Buyer shall have
no other remedy for any default by Seller. In the event of the failure of any
condition precedent to Buyer's obligation to close expressly herein set
forth, Buyer's sole remedy hereunder, at law or in equity, shall be to
terminate this Contract, in which event the Escrow Agent shall return the
Deposit to Buyer, whereupon neither party shall have any further liability
hereunder except for those liabilities that expressly survive a termination
of this Contract. If, as a direct result of an intentional act of Seller
taken with the intention of frustrating Closing or the willful misconduct of
Seller, Seller is in breach or default of its obligations hereunder, and
Buyer elects to terminate this Contract under clause (a) above on account of
such breach or default, then, on such termination by Buyer hereunder, in
addition to receiving the immediate return of the Deposit, Buyer shall also
be entitled to receive from Seller, Buyer's documented out-of-pocket costs
and expenses (including, but not limited to, reasonable attorney's fees)
actually incurred by Buyer to conduct the Environmental Studies, to negotiate
this Contract, and for acquisition and financing commitment and/or finder's
fees (such costs, "TRANSACTION COSTS"). Buyer covenants and agrees that any
Transaction Costs for which Buyer seeks payment under this Section 16.1 are
based on commercially reasonable terms and conditions negotiated with
unrelated third parties. Seller's maximum reimbursement liability for the
Transaction Costs shall not exceed an amount equal to Two Million Five
Hundred Thousand Dollars ($2,500,000). Buyer shall have the right to waive
any condition precedent to its obligation to proceed to Closing, in which
event the parties shall proceed to Closing without a reduction in the
Purchase Price.

                  16.2 DEFAULT BY BUYER. If Buyer defaults in its obligations to
close the purchase of the Property, or if Buyer otherwise materially defaults
hereunder, then (a) Seller shall be entitled to receive the Deposit, together
with all interest earned thereon, as fixed and liquidated damages, this Contract
shall terminate and neither party shall have any further liability hereunder,
except for those liabilities which expressly survive the termination of this
Contract, and (b) Buyer shall immediately direct the Escrow Agent, in writing,
to pay the Deposit to Seller. Seller shall have no other remedy for any default
by Buyer, including any right to damages. BUYER AND SELLER ACKNOWLEDGE AND AGREE
THAT (I) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A
REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED
BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE
OF CLOSING TO HAVE OCCURRED DUE TO A


                                       18


DEFAULT OF BUYER UNDER THIS CONTRACT; (II) THE ACTUAL DAMAGES SUFFERED AND
COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE
DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT WOULD BE EXTREMELY DIFFICULT
AND IMPRACTICAL TO DETERMINE; (III) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER
THIS CONTRACT TO THE AMOUNT OF THE DEPOSIT IF THIS CONTRACT IS TERMINATED AND
THE TRANSACTION CONTEMPLATED BY THIS CONTRACT DOES NOT CLOSE DUE TO A DEFAULT
OF BUYER UNDER THIS CONTRACT; AND (IV) THE AMOUNT OF THE DEPOSIT SHALL BE AND
CONSTITUTE VALID LIQUIDATED DAMAGES AND NOT A PENALTY. All of the foregoing
shall be without limitation on the rights and remedies of Seller hereunder,
at law or in equity in the event of a default by Buyer pursuant to Sections
5.5 (Indemnification), 5.7 (Confidentiality), 18 (Litigation), or 21
(Brokerage), or any covenant, agreement, indemnity, representation or
warranty of Buyer that survives the Closing or the termination of this
Contract.

         17. SUCCESSORS AND ASSIGNS. Buyer may not assign its rights under this
Contract without the prior written approval of Seller, which approval Seller may
grant or withhold in its sole and absolute subjective discretion; PROVIDED,
HOWEVER, that Buyer shall have the right to assign its rights under this
Contract to an entity that will permit or facilitate off-balance sheet financing
of the Property for Buyer. In case of such permitted assignment, (a) Buyer
shall notify Seller and Escrow Agent in writing of the identity of the assignee
at least two (2) Business Days before the date of assignment and any other
information relating to such entity as Seller may reasonably request,
(b) between the Contract Date and the Closing Date, Buyer shall not be released
from any liability or obligations under this Contract on any such assignment,
it being understood and agreed that Buyer shall remain responsible for its
obligations under this Contract if Buyer so assigns this Contract, (c) after
the Closing Date, Buyer shall not be released from any liability or obligations
under Sections 5 (Environmental Inspection Period), 18 (Litigation),
21 (Brokerage), and 22.10.2 (Indemnification) of this Contract on any such
assignment, it being understood and agreed that Buyer shall remain responsible
for its obligations under those provisions of this Contract if Buyer so assigns
this Contract, and (d) the only entity that will occupy a portion of the
Property while Seller is the tenant under the Lease will be Buyer or an
affiliate of Buyer.

         18. LITIGATION. In the event of litigation between the parties with
respect to the Property, this Contract, the performance of their respective
obligations hereunder or the effect of a termination under this Contract, the
losing party shall pay all costs and expenses incurred by the prevailing party
in connection with such litigation, including, but not limited to, reasonable
attorneys' fees of counsel selected by the prevailing party. Notwithstanding any
provision of this Contract to the contrary, the obligations of the parties under
this Section 18 shall survive termination of this Contract.

         19. NOTICES. All notices, approvals, elections, offers, acceptances,
demands, consents, and reports (collectively, "NOTICE") provided for in this
Contract shall be in writing and shall be delivered to the addressee or to an
officer of the intended recipient as specified below:


                                       19


                                   
        IF TO SELLER:                  Invitrogen Corporation
                                       Attn:  Mr. Delano W. Tucker, Sr.
                                       9800 Medical Center Drive
                                       P.O. Box 6482
                                       Rockville, Maryland  20849-6482
                                       Facsimile:  301.610.8192

        WITH CONCURRENT COPIES TO:     Invitrogen Corporation
                                       Attention:  Mr. Troy W. Gardner
                                       Director Engineering Operations
                                       1600 Faraday Avenue
                                       Carlsbad, California  92008
                                       Facsimile:  760.603.7201

                                       AND

                                       Invitrogen Corporation
                                       Attn:  John A. Cottingham, Esquire
                                       9800 Medical Center Drive
                                       P.O. Box 6482
                                       Rockville, Maryland  20849-6482
                                       Facsimile:  301.610.8606

                                       AND

                                       Kevin L. Shepherd, Esquire
                                       Venable, Baetjer and Howard, LLP
                                       1800 Mercantile Bank and Trust Building
                                       Two Hopkins Plaza
                                       Baltimore, Maryland  21201-2978
                                       Facsimile:  410.244.7742

        IF TO BUYER:                   Human Genome Sciences, Inc.
                                       Attention:  Mr. Steven C. Mayer
                                       Senior Vice President and Chief Financial
                                       Officer
                                       9410 Key West Avenue
                                       Rockville, Maryland  20850
                                       Facsimile:  301.309.8512


                                       20


        WITH CONCURRENT COPIES TO:     Alan S. Mark, Esquire
                                       Paley, Rothman, Goldstein, Rosenberg &
                                       Cooper, Chartered
                                       4800 Hampden Lane
                                       7th Floor
                                       Bethesda, Maryland 20814
                                       Facsimile:  301.654.7354

                                       AND

                                       James H. Davis, Esquire
                                       General Counsel
                                       Human Genome Sciences, Inc.
                                       9410 Key West Avenue
                                       Rockville, Maryland  20850
                                       Facsimile:  301.517.8831

        IF TO ESCROW AGENT:            Presidential Title, Inc.
                                       Attention:  Daniel P. Hodin, Esquire
                                       4800 Hampden Lane
                                       7th Floor
                                       Bethesda, Maryland 20814
                                       Facsimile:  301.654.7354



         Each Notice or other communication may be mailed by United States
certified mail, return receipt requested, postage prepaid, or delivered by an
experienced and responsible nationally recognized overnight delivery company
(Federal Express, DHL Worldwide, Airborne Express, United Parcel Service and
Express Mail, United States Postal Service being deemed experienced and
responsible at the Contract Date) to the respective addresses set forth above.
If so mailed or delivered, then the Notice or other communication shall be
deemed to have been received by the addressee on the date of delivery or first
attempted delivery as shown on the U.S. Postal Service receipt or courier
invoice. The Notice or other communication may also be delivered by recognized
courier (by hand), or by telegraph, telex, or telecopier facsimile (with a
confirmation copy sent by one of the other Notice methods), in which case such
notices so delivered shall be effective on receipt during normal business hours.
Notices may be delivered on behalf of the parties by their respective attorneys.

         20. BENEFIT. This Contract is for the benefit only of the parties
hereto and the individuals specifically named in Section 7.2 and no other person
or entity shall be entitled to rely hereon, receive any benefit herefrom, or
enforce against any party hereto any provision hereof.

         21. BROKERAGE. Each party hereto represents and warrants to the other
that it has dealt with no brokers or finders in connection with this
transaction, except for Scheer Partners, Inc. ("BROKER"). Seller shall pay any
brokers' commission due to Broker pursuant to the terms


                                       21


of a separate listing agreement between Seller and Broker. Seller and Buyer
each hereby indemnify, protect and defend and hold the other harmless from
and against all losses, claims, costs, expenses and damages (including, but
not limited to, reasonable fees of counsel selected by the indemnified party)
resulting from the claims of any broker, finder or other such party, other
than Broker, claiming by, through or under the acts or agreements of the
indemnifying party. The obligations of the parties pursuant to this Section
21 shall survive any termination of this Contract.

         22. MISCELLANEOUS.

                  22.1 ENTIRE AGREEMENT. This Contract constitutes the entire
understanding between the parties with respect to the transaction contemplated
herein, and all prior or contemporaneous oral agreements, understandings,
representations and statements, and all prior written agreements,
understandings, letters of intent (including, but not limited to, the letter of
intent dated February 7, 2001 among Seller, Buyer, and Broker) and proposals are
merged into this Contract. Neither this Contract nor any provisions hereof may
be waived, modified, amended, discharged or terminated except by an instrument
in writing signed by the party against which the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.

                  22.2 TIME OF THE ESSENCE. TIME IS OF THE ESSENCE OF THIS
CONTRACT with respect to the parties obligation to proceed to Closing, and
Buyer's obligations to pay the Deposit to the Escrow Agent. If any date herein
set forth for the performance of any obligations by Seller or Buyer or for the
delivery of any instrument or notice as herein provided should be on a day that
is not a Business Day, the compliance with such obligations or delivery shall be
deemed acceptable on the next Business Day. For purposes of this Contract,
"BUSINESS DAY" means any day other than a Saturday, Sunday, or legal holiday on
which national banks are authorized by federal law to close.

                  22.3 GOVERNING LAW. This Contract shall be governed by and
construed in accordance with Maryland law, without regard to conflicts of laws
principles.

                  22.4 PARTIAL INVALIDITY. The provisions hereof shall be deemed
independent and severable, and the invalidity or partial invalidity or
enforceability of any one provision shall not affect the validity of
enforceability of any other provision hereof.

                  22.5 NO RECORDING. Neither this Contract nor any memorandum
thereof shall be recorded and the act of recording such instrument by Buyer
shall be deemed a material default by Buyer hereunder.

                  22.6 COUNTERPARTS. This Contract may be executed in multiple
counterparts and shall be valid and binding with the same force and effect as if
all parties had executed the same Agreement.

                  22.7 CONSTRUCTION OF AGREEMENT. In construing this Contract,
all headings and titles are for the convenience of the parties only and shall
not be considered a part of this


                                       22


Contract. Whenever required by the context, the singular shall include the
plural and the masculine shall include the feminine and vice versa. This
Contract shall not be construed as if prepared by one of the parties, but
rather according to its fair meaning as a whole, as if both parties had
prepared it. All Exhibits attached hereto are incorporated in this Contract
by reference thereto.

                  22.8 NO ORAL MODIFICATION OR WAIVER. This Contract may not be
changed or amended orally, but only by an agreement in writing. No waiver shall
be effective hereunder unless given in writing, and waiver shall not be inferred
from any conduct of either party.

                  22.9 LIMITED LIABILITY. Neither the officers, employees, or
agents of Seller, nor the shareholders, officers, directors, employees or agents
of any of them shall be liable under this Contract and all parties hereto shall
look solely to the assets of Seller for the payment of any claim or the
performance of any obligation by Seller. Neither the shareholders, employees, or
agents of Buyer, nor the shareholders, officers, directors, employees or agents
of any of them shall be liable under this Contract and all parties hereto shall
look solely to the assets of Buyer for the payment of any claim or the
performance of any obligation by Buyer.

                  22.10 ESCROW AGENT.

                           22.10.1 RELIANCE. Escrow Agent may act in reliance on
any writing or instrument or signature that Escrow Agent, in good faith,
believes to be genuine, and may assume the validity and accuracy of any
statement or assertion contained in such a writing or instrument and may assume
that any person purporting to give any writing, notice, advice, or instruction
in connection with the provisions hereof has been duly authorized so to do.
Escrow Agent's duties hereunder shall be limited to the safe-keeping of the
Deposit and the disposition of the same in accordance with the terms hereof.

                           22.10.2 INDEMNIFICATION. Seller and Buyer, jointly
and severally, hereby agree to indemnify Escrow Agent and hold it harmless from
any and all claims, liabilities, losses, actions, suits, or proceedings at law
or in equity, or any other expense, fees, or charges of any character or nature,
which Escrow Agent may incur or with which Escrow Agent may be threatened by
reason of its acting as Escrow Agent under this Contract, and in connection
therewith, to indemnify Escrow Agent against any and all expenses, including
reasonable attorneys' fees and the cost of defending any actions, suit or
proceeding or resisting any claim.

                           22.10.3 COURT ACTION. If the parties hereto shall be
in disagreement about the interpretation of this Contract, or about their rights
and obligations hereunder, or the propriety of any action contemplated by Escrow
Agent hereunder, any party hereto may, at its discretion, file an action in a
court of competent jurisdiction to resolve such disagreement. Escrow Agent shall
be indemnified, jointly and severally, by Seller and Buyer for all costs,
including attorneys' fees, in connection with any such action, and shall be
fully protected in suspending all or a part of its activities under this
Contract until a final judgment, order, or decree in the action is received.


                                       23



                           22.10.4 STANDARD OF CARE. Escrow Agent shall not
be liable for any mistakes of fact, or errors of judgment, or for any acts of
omission of any kind unless caused by the willful misconduct or negligence of
Escrow Agent.

         23.      MONTGOMERY COUNTY DISCLOSURES.

                  23.1 DISCLOSURE OF AIRPORT OR HELIPORT. Buyer acknowledges
that Seller has informed Buyer of the relative location of any airport or
heliport, as defined in the County zoning ordinance, existing within a five
(5) mile radius of the Property.

                  23.2 DISCLOSURE OF AVAILABILITY OF WATER AND SEWER SERVICE.
To Seller's Knowledge, the Property is connected to a community water and
sanitary sewer system.

                  23.3 NOTICE TO BUYER. Buyer is hereby notified that before
its execution of this Contract, Buyer has the right to examine the applicable
County master plan and any municipal land use plan for the area in which the
Property is located, and any adopted amendment to either plan, and approved
official maps showing planned land uses, roads and highways, parks, and other
public facilities affecting the property contained in the plan.

                  23.4 ACKNOWLEDGMENTS OF BUYER. BUYER HEREBY ACKNOWLEDGES
THAT: (A) SELLER HAS OFFERED BUYER THE OPPORTUNITY TO REVIEW THE APPLICABLE
MASTER PLAN AND MUNICIPAL LAND USE PLAN AND ANY ADOPTED AMENDMENT; (B) SELLER
HAS INFORMED BUYER THAT AMENDMENTS AFFECTING THE PLAN MAY BE PENDING BEFORE
THE PLANNING BOARD OR THE COUNTY COUNCIL OR A MUNICIPAL PLANNING BODY; (C)
BUYER HAS REVIEWED EACH PLAN AND ADOPTED AMENDMENT OR WAIVED THE RIGHT TO
REVIEW EACH PLAN AND ADOPTED AMENDMENT; AND (D) TO STAY INFORMED OF FUTURE
CHANGES IN COUNTY AND MUNICIPAL LAND USE PLANS, BUYER SHOULD CONSULT THE
PLANNING BOARD AND THE APPROPRIATE MUNICIPAL PLANNING BODY.

BUYER HEREBY FURTHER ACKNOWLEDGES THAT, TO STAY INFORMED OF FUTURE CHANGES IN
COUNTY AND MUNICIPAL WATER AND SEWER PLANS, BUYER SHOULD CONSULT THE COUNTY
PLANNING BOARD, THE WASHINGTON SUBURBAN SANITARY COMMISSION, THE COUNTY
DEPARTMENT OF ENVIRONMENTAL PROTECTION WITHOUT FURTHER CONFIRMATION OR
VERIFICATION, AND SELLER'S AGENT MAY RELY ON INFORMATION OBTAINED FROM SELLER
WITHOUT FURTHER CONFIRMATION OR VERIFICATION.

BUYER'S ACKNOWLEDGMENT:
                        ------------------------------


                    [SIGNATURE BLOCKS CONTAINED ON NEXT PAGE]



                                        24



         IN WITNESS WHEREOF, the parties hereto have executed this Contract of
Sale on the date first above written with the specific intention of creating a
document under seal.

WITNESS:                                     INVITROGEN CORPORATION



/s/ John A. Cottingham                        By: /s/ Lewis J. Shuster (SEAL)
                                              Name: Lewis J. Shuster
                                              Title: Prsident, Genomics


WITNESS:                                      BUYER:  HUMAN GENOME SCIENCES,
                                              INC.



/s/ [ILLEGIBLE]                               By: /s/ Steven C. Mayer (SEAL)
                                                  Steven C. Mayer
                                                  Senior Vice President and
                                                  Chief Financial Officer


                                     JOINDER

         Escrow Agent joins in the execution of this Contract to evidence its
agreement to be bound by the terms and conditions hereof.

WITNESS:                                    PRESIDENTIAL TITLE, INC.


/s/ [ILLEGIBLE]                             By: /s/ David P. Hodin (SEAL)
                                            Name: David P. Hodin
                                            Title: President



                                        25



                              SCHEDULE OF EXHIBITS




                         EXHIBIT                    TITLE
                                    
                            A          Legal Description of the Land
                            B          Contracts
                            C          Deed
                            D          FIRPTA Affidavit
                            E          Assignment and Assumption of Contracts and Intangibles
                            F          Bill of Sale
                            G          Lease Agreement
                            H          Environmental Notice
                            I          List of Personal Property
                            J          Reaffirmation of Seller Representations
                            K          Reaffirmation of Buyer Representations
                            L          Matters to Resolve During Document Finalization Period





                                        26



                                    EXHIBIT A
                          LEGAL DESCRIPTION OF THE LAND


         The real property located in Montgomery County, Maryland, and
identified as Parcels W and O/R as shown on a plat entitled "Parcel `W and
O/R,' Shady Grove Life Sciences Center," recorded among the Land Records of
Montgomery County, Maryland in Plat Book 175, Plat 19634 in the Shady Grove
Life Sciences Center.

         Being the same property described in a Deed dated March 27, 1998,
and recorded on March 30, 1998 among the Land Records of Montgomery County,
Maryland in Liber 15676 at Folio 690.




                                        27




                                    EXHIBIT B
                                    CONTRACTS

1.       Agreement to Fabricate, Transport, and Install A Work of Art
effective as of January 26, 1998 between Life Technologies, Inc. and Larry
Kirkland (relates to sculpture in lobby of R&D Building).



     NAME                      ADDRESS 1           ADDRESS 2      CITY           STATE  ZIP           PHONE 1       PHONE 2
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
                                                                                            
1.   ATLANTIC MEDICAL IMAGING  635 ERIE STREET                    HAVRE DE GRACE MD     21078       (800) 799-2600  (410) 378-
     SALES & SVC INC                                                                                                5281
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
2.   BECKMAN INSTRUMENTS       8920 ROUTE 108                     COLUMBIA       MD     21045
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
3.   BELL ATLANTIC MOBILE      P O BOX 64498                      BALTIMORE      MD     21264-4498  (908) 306-7282
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
4.   BIOSERVICE INC            435 CHRISTOPER      SUITE 21       GAITHERSBURG   MD     20879       (301) 977-6167
                               AVENUE
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
5.   CALVERT-JONES CO., INC.   5703 EDSALL ROAD    P.O. BOX       ALEXANDRIA     VA     22304-9229  (703) 370-5850  (703) 370-
                                                   22290                                                            8674
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
6.   CAREY MACHINERY & SUPPLY  P.O. BOX 64774                     BALTIMORE      MD     21264-4774  (410) 485-2323
     CO IN
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
7.   CARRIER SERVICE, INC.     PO BOX 83                          LEOLA          AR     72084       870 765-2691
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
8.   CONTINENTAL BUILDING      4265-D BROOKFIELD                  CHANTILLY      VA     20151       (703) 631-7300  (703) 968-
     MAINTENANCE, INC.         CORPORATE DRIVE                                                                      5674
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
9.   CUMMINS CHESAPEAKE        1907 PARK 100                      GLEN BURNIE    MD     21061-3274  (410) 633-5161  (410) 633-
     POWER, INC.               DRIVE                                                                                6031
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
10.  ENV SERVICES INC          P.O. BOX 13700                     PHILADELPHIA   PA     19191-1145  (800) 345-6094  (610) 337-
                                                                                                                    2267
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
11.  ESI INTERNATIONAL         4301 FAIRFAX DRIVE  SUITE 800      ARLINGTON      VA     22203
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
12.  ENVIRONMENTAL SUPPORT     1620 W.             Suite 100      TEMPE          AZ     85282       (602) 965-5043
     SOLUTIONS                 Fountainhead
                               Parkway
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
13.  FISHER LANDSCAPING INC.   19125 WOOTTON                      POOLESVILLE    MD     20837       (301) 407-0029  (301) 215-
                               AVENUE                                                                               0894
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
14.  GRIFFITH OIL              P. O. BOX 3109                     FREDERICK      MD     21705-3109  (800) 486-2477
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
15.  INSIGHT CALIBRATION       P.O. BOX 434                       MYERSVILLE     MD     21773
     SERVICES, INC.
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
16.  LANCASTER LABORATORIES    P.O. BOX 360184                    PITTSBURGH     PA     15251-6184  (717) 656-2300
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
17.  LBS CORPORATION           11408 PULASKI                      WHITE MARSH    MD     21162       (410) 335-6170
                               HIGHWAY
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
18.  MARYLAND FIRE EQUIPMENT   12284 WILKINS AVE                  ROCKVILLE      MD     20852
     CORP
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
19.  MID-ATLANTIC WASTE        P.O. BOX 64104                      BALTIMORE     MD     21264-4104  (410) 820-7188
     SYSTEMS
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
20.  MEDICAL EQUIPMENT &       12354 CARROLL AVE                  ROCKVILLE      MD     20852       (301) 881-2393
     MAINTENANCE CO
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
21.  NEU-ION, INC.             7200 RUTHERFORD                    BALTIMORE      MD     21244       (410) 944-5200
                               ROAD, SUITE 100
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
22.  OTIS ELEVATOR CO.         P.O. BOX 905454                    CHARLOTTE      NC     28290-5454
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
23.  PIONEER ROOFING SYSTEMS,  7211-C TELEGRAPH                   LORTON         VA     22079
     INC                       SQUARE DRIVE
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
24.  P.R. STEVENS, INC.        17601 CONOY ROAD                   BARNESVILLE    MD     20838
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
25.  QUALITY CALIBRATIONS,     1491-A GENERALS                    CROWNSVILLE    MD     21032       (410) 923-0600  (301) 912-
     INC.                      HIGHWAY                                                                              2252
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
26.  SIEMENS BUILDING          LANDIS & STAEFA,    6901 MUIRKIRK  BELTSVILLE     MD     20705       (301) 419-2613  (301) 206-
     TECHNOLOGY, INC.          INC                 MEADOWS                                                          2141
                                                   DRIVE
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
27.  THYSSEN GERNERAL          P.O. BOX 1702                      BALTIMORE      MD     21203       (301) 345-6100
     ELEVATOR
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
28.  UNICON SERVICES, INC.     P.O. BOX 877                       VIENNA         VA     22183       (703) 255-1259
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
29.  WATERS CORPORATION(MD)    P O BOX 101066                     ATLANTA        GA     30392-1066  (800) 252-4752
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
30.  WASTE MANAGEMENT OF       P.O. BOX 820803                    PHILADELPHIA   PA     19182-0803  (301) 340-0774
     MARYLAND
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
31.  WESTERN PEST SERVICES     11637 BOILING                       ROCKVILLE     MD     20852       (301) 468-9660  (301)
                               BROOK PLACE                                                                          8169365FAX
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------

                                       28





     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
32.
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
33.  ACCUTECH SYSTEMS, INC.    704-A E GUDE                        ROCKVILLE     MD     20850       (301) 738-8290  (301) 738-
                               DRIVE                                                                                8296
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
34.  BURNS INT'L SECURITY      P.O. BOX 99477                     CHICAGO        IL     60693       (703) 448-3306
     SERVICES
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
35.  EUREST DINING SERVICES    3903 WASHINGTON                    BALTIMORE      MD     21227       (301) 309-9108
                               BLVD
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
36.  METROPOLITAN DUCT & FLUE  P.O. BOX 854                       GAITHERSBURG   MD     20884       (301) 428-3548  (301) 972-
     CLEANING SRVS                                                                                                  5942
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
37.  NATIONAL MAILING SYSTEMS  1749 OLD MEADOW                    MCLEAN         VA     22102-4310
                               ROAD SUITE 200
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
38.  KENNEDY FIRE PROTECTION   P.O. BOX 685        12 EAST 5TH    FREDERICK      MD     21701
                                                   STREET
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
39.  LAMINAR FLOW              100 GLENN DRIVE,                   STERLING       VA     20164       (703) 404-4300
     CONSULTANTS, INC.         A3
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
40.  MAGNOLIA PLUMBING, INC.   600 GALLATIN                       WASHINGTON     DC     20017
                               STREET, NE
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
41.  MOORE NORTH AMERICA       3040 WILLIAMS                      FAIRFAX        VA     22031       (703) 698-1566  (703) 280-
     (MOORE BUS.FORM)          DRIVE, SUITE 401                                                                     4906
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
42.  PINKERTON SERVICES GROUP  LOCK BOX NO. 2187   P.O. BOX       CAROL STREAM   IL     60197-4655  (800) 228-6966
                                                   4655                                             Receiva
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
43.  POSTMASTER                500 NORTH                          ROCKVILLE      MD     20850-9998
                               WASHINGTON
                               STREET
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
44.  REES SCIENTIFIC           1007 WHITEHEAD                     TRENTON        NJ     08638       (609) 530-1055
                               ROAD EXT
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
45.  ROCKVILLE MAILING         751 EAST GUDE                      ROCKVILLE      MD     20850-1387  (301) 279-0606
     SERVICE INC               DRIVE
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
46.  V&F COFFEE INC.           7600 M FULLERTON                   SPRINGFIELD    VA     22153       (703) 569-9500
                               ROAD
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------
47.  XEROX CORPORATION(MD)     P.O. BOX 827598                    PHILADELPHIA   PA     19182-7598  (800) 822-2200
     ------------------------  ------------------  ------------   -------------- -----  ----------  --------------  ----------


                                       29



                                    EXHIBIT C
                                      DEED



         THIS DEED ("THIS DEED"), dated as of ___________ ___, 2001, from
INVITROGEN CORPORATION, a Delaware corporation ("GRANTOR"), to _____________,
a ____________ ("GRANTEE").

         Grantor, in consideration of the payment of Fifty-Five Million Dollars
($55,000,000), grants, conveys, and assigns to Grantee, its successors and
assigns, in fee simple, the real property located in Montgomery County,
Maryland, and identified as Parcels W and O/R as shown on a plat entitled
"Parcel `W and O/R,' Shady Grove Life Sciences Center," recorded among the Land
Records of Montgomery County, Maryland in Plat Book 175, Plat 19634 in the Shady
Grove Life Sciences Center.

         BEING the same property described in a Deed dated March 27, 1998,
and recorded on March 30, 1998 among the Land Records of Montgomery County,
Maryland in Liber 15676 at Folio 690. [ADD REFERENCE TO CONFIRMATORY DEED]

         SUBJECT TO all covenants, conditions, easements, reservations, liens,
exceptions, and all other restrictions of record; zoning ordinances and
subdivision regulations and laws; and taxes and assessments, both general and
special, not yet due and payable, including, but not limited to, those matters
listed on RIDER I attached hereto as a part hereof.

         TOGETHER WITH the rights, alleys, ways, waters, easements, privileges,
appurtenances, and advantages belonging or appertaining thereto.

         TO HAVE AND TO HOLD the Property hereby conveyed to Grantee, its
successors and assigns, in fee simple, forever.

         GRANTOR COVENANTS TO WARRANT SPECIALLY the property hereby conveyed,
and to execute such further assurances of the property as may be requisite.

         IN WITNESS WHEREOF, Grantor has executed this Deed as of the date first
above written with the specific intention of creating a document under seal.

WITNESS:                                    INVITROGEN CORPORATION


__________________________________          By:_________________________(SEAL)
                                            Name:_____________________________
                                            Title:____________________________

                  [ADD AFFIDAVIT OF CONSIDERATION, IF APPLICABLE]


                                       30



STATE OF MARYLAND, COUNTY OF MONTGOMERY, to wit:

         I HEREBY CERTIFY that on _________________, 2001, before me, a Notary
Public of the State of Maryland, personally appeared _________________________,
who acknowledged himself to be a Vice President of Invitrogen Corporation
("CORPORATION"), and that he, as such Vice President, being authorized so to do,
executed the foregoing Deed for the purposes therein contained by signing, in my
presence, the name of the Corporation by himself as Vice President, and
certified that this conveyance is not part of a transaction in which there is a
sale, lease, exchange, or other transfer of all or substantially all of the
property and assets of the Corporation.

         In witness whereof I hereunto set my hand and official seal.


                                            _________________________________
                                            Notary Public

My commission expires: ____________________


                                  CERTIFICATION

                  I HEREBY CERTIFY THAT I, the undersigned, an attorney at law
who has been admitted to practice before the Maryland Court of Appeals, has
prepared the within instrument.



                                      _______________________________________
                                      Kevin L. Shepherd, Esquire


                                       31


                              
- -------------------------------------------------------------------------------
TAX I.D. NUMBER:                 9-1-3095087

- -------------------------------------------------------------------------------
AFTER RECORDING RETURN TO:       Kevin L. Shepherd, Esquire
                                 Venable, Baetjer and Howard, LLP
                                 1800 Mercantile Bank and Trust Building
                                 Two Hopkins Plaza
                                 Baltimore, Maryland  21201-2978
- -------------------------------------------------------------------------------

PROPERTY ADDRESS:                9800 Medical Center Drive
                                 P.O. Box 6482
                                 Rockville, Maryland  20849-6482
- -------------------------------------------------------------------------------

GRANTOR'S ADDRESS:               Invitrogen Corporation
                                 Attn:  Mr. Delano W. Tucker, Sr.
                                 9800 Medical Center Drive
                                 P.O. Box 6482
                                 Rockville, Maryland  20849-6482
- -------------------------------------------------------------------------------

GRANTEE'S ADDRESS:               _________________________
                                 _________________________
                                 _________________________

- -------------------------------------------------------------------------------
TITLE INSURER:                   Commonwealth Land Title Insurance Company
                                 c/o Presidential Title, Inc.
                                 Seventh Floor
                                 4800 Hampden Lane
                                 Bethesda, Maryland  20814
- -------------------------------------------------------------------------------




                                       32



                                     RIDER I
                              PERMITTED EXCEPTIONS

      
1.       Easement and/or Right of Way granted to Washington Suburban Sanitation
         Commission by Agreement dated April 23, 1975, and recorded in Liber
         4651, at folio 265.

2.       Agreement by and between Montgomery County, Maryland and the Washington
         Suburban Sanitation Commission dated February 11, 1977 and recorded in
         Liber 4931, at folio 642.

3.       Agreement by and between Montgomery County, Maryland and the Washington
         Suburban Sanitation Commission dated December 13, 1977 and recorded in
         Liber 5077, at folio 685.

4.       Agreement by and between Montgomery County, Maryland and the Washington
         Suburban Sanitation Commission dated January 1985 and recorded in Liber
         6668, at folio 43 and re-recorded in Liber 7037, at folio 737.

5.       Deed of Easement by and between Montgomery County, Maryland and Potomac
         Electric Power Company and The Chesapeake and Potomac Telephone Company
         of Maryland dated January 29, 1977 and recorded in Liber 7537, at folio
         410.

6.       Amended and Restated Declaration of Covenants and Easements by and
         between Montgomery County, Maryland and Redgate II Limited Partnership
         dated March 9, 1990 and recorded in Liber 9332, at folio 591.

7.       Easement and/or Right of Way granted to the Washington Suburban
         Sanitation Commission by Agreement dated March 7, 1990 and recorded in
         Liber 9344, at folio 509.

8.       Storm water management easement, 55' slope easement, 25' drainage
         easement, 12' utility easement, and 8' construction strip as shown on
         the Plat recorded in Plat Book 101 at Plat 11465.

9.       Terms, conditions, easements, reservations, and restrictions as shown
         on the Plat entitled "Parcel `W O/R' SHADY GROVE LIFE SCIENCES CENTER"
         which plat is recorded in Plat Book 175 at Plat No. 19634, including
         (i) minimum building restriction line established by plat, (ii) 50'
         temporary slope easement established by plat, and (iii) vehicular
         access denied along Shady Grove Road and Great Seneca Highway by note
         on plat.




                                       33



                                  EXHIBIT D
                    NON-FOREIGN CERTIFICATE (FIRPTA AFFIDAVIT)

                        CERTIFICATE OF NONFOREIGN STATUS
       (PURSUANT TO I.R.C. SECTION 1445 AND TREAS. REG. SECTION 1.1445-2)

         Section 1445 of the Internal Revenue Code provides that a transferee of
a U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by INVITROGEN CORPORATION, a
Delaware corporation (the "CORPORATION"), the undersigned hereby certifies the
following on behalf of the Corporation:

         1.    The Corporation is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in
the Internal Revenue Code and Income Tax Regulations);

         2.    The Corporation's U.S. employer identification number is
_________; and

         3.    The Corporation's office address is as follows:

                          Invitrogen Corporation
                          9800 Medical Center Drive
                          P.O. Box 6482
                          Rockville, Maryland  20849-6482

         The Corporation understands that this certification may be disclosed to
the Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.

         Under penalties of perjury I declare that I have examined this
certification and, to the best of my knowledge and belief, it is true, correct
and complete, and I further declare that I have authority to sign this document
on behalf of the Corporation.

WITNESS:                                    INVITROGEN CORPORATION


___________________________________         By:___________________________(SEAL)
                                            Name:_______________________________
                                            Title:______________________________

DATED:  ______________ ___, 2001


                                       34



                                  EXHIBIT E
             ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES


         THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES ("THIS
ASSIGNMENT") is made and entered into this ____ day of __________, 2002, by and
between INVITROGEN CORPORATION, a Delaware corporation ("ASSIGNOR"), and
_____________, a _______________ ("ASSIGNEE").


                            EXPLANATORY STATEMENT

         A. Assignor and Assignee entered into that certain Contract of Sale
dated as of March 7, 2001, as amended from time to time (as amended, the
"CONTRACT"), for the purchase and sale of 9800 Medical Center Drive, Rockville,
Maryland 20849 (the "PREMISES").

         B. In connection with the consummation of the transactions contemplated
under the Agreement, Assignor and Assignee desire to execute this Assignment.

         NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:

         1. EXPLANATORY STATEMENT; DEFINED TERMS. The foregoing Explanatory
Statement is hereby incorporated as if fully rewritten and restated in the body
of this Assignment. Capitalized terms used herein and not otherwise defined
shall have the meanings respectively ascribed to them in the Contract.

         2. ASSIGNMENT OF CONTRACTS AND INTANGIBLES. Assignor hereby sells,
transfers, conveys, and assigns to Assignee all of Assignor's right, title, and
interest in and to any and all contracts and agreements relating to the
management, leasing, operation, maintenance and repair of the Premises set forth
on RIDER 1 attached hereto and made a part hereof (collectively, the
"CONTRACTS"), SUBJECT, HOWEVER, to the terms and covenants of the Contracts and
this Assignment. Assignor hereby quitclaims unto Assignee, without recourse,
representation or warranty of any kind whatsoever, all of Assignor's right,
title, and interest (if any) in and to all, if any, Intangibles relating to the
Premises. Such Intangibles are quitclaimed by Assignor to Assignee on an "AS-IS"
"WHERE-IS", "WITH ALL FAULTS" basis, and without any warranties,
representations, or guaranties either express or implied, of any kind, nature,
or type whatsoever, except the foregoing shall be without limitation on any
representations and warranties expressly contained in the Contract.

         3. ASSUMPTION OF OBLIGATIONS. Assignee hereby accepts the assignment of
the Contracts and the Intangibles subject to the terms and conditions hereof,
and from and after the date hereof, Assignee hereby assumes and shall be
responsible for and shall perform, discharge, and fulfill all of the obligations
imposed on Assignee, as the owner of the Premises and the successor-in-interest
to Assignor, under the Contracts, which obligations accrue after the date
hereof.


                                       35


         4. ASSIGNEE'S INDEMNIFICATION. Assignee agrees to and hereby does
indemnify, protect, defend, and hold Assignor, the officers, directors, and
shareholders of Assignor, and all of their respective successors and assigns
harmless from any and all claims, damages, losses, suits, proceedings, costs,
and expenses (including, without limitation, reasonable attorneys' fees)
(collectively, the "LOSSES"), both known or unknown, present and future, at law
or in equity, arising out of, by virtue of, or in any way related to the breach
by Assignee of (or Assignee's failure to timely perform) any or all of the
obligations imposed on Assignee, as the owner of the Premises and the
successor-in-interest to Assignor, under the Contracts, which obligations
accrue after the date hereof.

         5. ASSIGNOR'S INDEMNIFICATION. Assignor agrees to and hereby does
indemnify, protect, defend, and hold Assignee, Assignee's shareholders, the
partners, officers, directors, and shareholders of Assignee's shareholders and
all of their respective successors and assigns harmless from any and all Losses,
both known and unknown, present and future, at law or in equity arising out of,
by virtue of or related in any way to the breach by Assignor of (or Assignor's
failure to timely perform) any or all of the obligations imposed on Assignor, as
the owner of the Premises before the date hereof, under the Contracts, which
obligations accrued on or before the date hereof.

         6. COUNTERPARTS. This Assignment may be executed in one or more
multiple counterparts, all of which, when taken together shall constitute one
and the same instrument.

         7. GOVERNING LAW. This Assignment shall be governed by and construed in
accordance with Maryland law.

         8. PARTIAL INVALIDITY. The provisions hereof shall be deemed
independent and severable, and the invalidity or enforceability of any one
provision shall not affect the validity or enforceability of any other provision
hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment on
the date first above written with the specific intention of creating a document
under seal.

WITNESS:                                          ASSIGNOR: INVITROGEN
                                                  CORPORATION



___________________________________               By:____________________(SEAL)
                                                  Name:________________________
                                                  Title:_______________________


                                       36



WITNESS:                                          ASSIGNEE:


___________________________________               By:____________________(SEAL)
                                                  Name:________________________
                                                  Title:_______________________


                                       37



                                     RIDER 1
                           LIST OF ASSIGNED CONTRACTS


            [ATTACH LIST IN EFFECT AS OF THE LEASE EXPIRATION DATE]


                                       38




                                    EXHIBIT F
                             QUITCLAIM BILL OF SALE


         FOR VALUE RECEIVED, INVITROGEN CORPORATION, a Delaware corporation
("SELLER"), hereby quitclaims unto _________________, a ________________
("BUYER"), all of Seller's right, title, and interest, if any, in and to all
Personal Property [as defined in the Contract of Sale dated March 7, 2001
between Seller and Buyer]. The Personal Property is quitclaimed by Seller to
Buyer on an "AS IS," "WHERE IS," "WITH ALL FAULTS" basis, and without any
warranties, representations, or guarantees, either express or implied, of any
kind, nature, or type whatsoever, including, but not limited to, any warranty as
to the fitness for a particular purpose or merchantability of the Personal
Property.

         IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of
_________ __, 2001.


WITNESS:                                          INVITROGEN CORPORATION



___________________________________               By:____________________(SEAL)
                                                  Name:________________________
                                                  Title:_______________________


                                       39



                                    EXHIBIT G
                             FORM OF LEASE AGREEMENT

                         [ATTACH CURRENT FORM OF LEASE]


                                       40



                                    EXHIBIT H
                              ENVIRONMENTAL NOTICES


Notice of violation of air pollution regulations dated December 9, 1997 issued
by the State of Maryland, Department of the Environment, Air & Radiation
Management Administration.


                                       41



                                    EXHIBIT I
                            LIST OF PERSONAL PROPERTY


Seller and Buyer to agree on list of Personal Property during the Document
Finalization Period.

[Make sure list excludes one (1) 50 liter ABEC fermenter]


                                       42



                                    EXHIBIT J
                     REAFFIRMATION OF SELLER REPRESENTATIONS


                                  REAFFIRMATION

         INVITROGEN CORPORATION, a Delaware corporation ("SELLER"), hereby
reaffirms to Human Genome Sciences, Inc. ("BUYER") that the Seller
Representations (as defined in the Contract of Sale dated March 7, 2001 between
Seller and Buyer) are true and correct in all material respects as of the date
hereof.

         IN WITNESS WHEREOF, Seller has duly executed this Reaffirmation
effective as of ______________ __, 2001.

WITNESS:                                    INVITROGEN CORPORATION



_________________________________           By:_____________________(SEAL)
                                            Name:_________________________
                                            Title:________________________


                                       43



                                    EXHIBIT K
                     REAFFIRMATION OF BUYER REPRESENTATIONS

                                  REAFFIRMATION

         [HUMAN GENOME SCIENCES, INC., a Delaware corporation] ("BUYER"), hereby
reaffirms to Invitrogen Corporation ("SELLER") that the representations and
warranties of Buyer contained in Section 8 of the Contract of Sale dated March
7, 2001 between Seller and Buyer are true and correct in all material respects
as of the date hereof.

         IN WITNESS WHEREOF, Buyer has duly executed this Reaffirmation
effective as of ______________ __, 2001.

WITNESS:                                    HUMAN GENOME SCIENCES, INC.



_________________________________           By:_____________________(SEAL)
                                            Name:_________________________
                                            Title:________________________


                                       44



                                    EXHIBIT L
             MATTERS TO RESOLVE DURING DOCUMENT FINALIZATION PERIOD


         Set forth below is a list of items that Seller and Buyer are to use
their reasonable and good faith efforts to resolve during the Document
Finalization Period (i.e., March 7, 2001 through March 22, 2001):




- -----------------------------------------------------------------------------------
                         MATTER                          SECTION REFERENCE
- -----------------------------------------------------------------------------------
                                                    
1.   Finalize list of Contracts (EXHIBIT B)                      1.4
- -----------------------------------------------------------------------------------
2.   Finalize list of Personal Property (EXHIBIT I)              1.3
- -----------------------------------------------------------------------------------
3.   Finalize allocation of Purchase Price                        2
- -----------------------------------------------------------------------------------
4.   Finalize form of Lease (EXHIBIT G)                         11.2
- -----------------------------------------------------------------------------------



                                       45