10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 30, 2002
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	33-0373077
(State or other jurisdiction of incorporation or organization)	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 August 8, 2002 there were 53,197,048 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 10.38
EXHIBIT 10.39
EXHIBIT 10.40
EXHIBIT 10.41
EXHIBIT 10.42
EXHIBIT 10.43
EXHIBIT 10.44
EXHIBIT 10.45
EXHIBIT 10.46
EXHIBIT 10.47
EXHIBIT 10.48
EXHIBIT 10.49
EXHIBIT 99.1
EXHIBIT 99.2

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

INVITROGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value data)

				June 30,			December 31,
				2002			2001
				(Unaudited)
			ASSETS
Current Assets:
	Cash and cash equivalents			$	744,946		$	878,214
	Short-term investments held-to-maturity				48,759			99,647
	Restricted cash and investments				8,172			16,975
	Trade accounts receivable, net of allowance for doubtful accounts of $5,722 and $5,281, respectively				102,916			86,857
	Inventories				86,132			80,597
	Deferred income taxes				35,075			30,044
	Prepaid expenses and other current assets				23,715			12,135
		Total current assets			1,049,715			1,204,469
Property and equipment, net					132,391			125,786
Goodwill					753,862			740,220
Net intangible assets					374,708			441,267
Deferred income tax assets					609			707
Long-term investments held-to-maturity					320,142			93,900
Other assets					59,859			60,863
		Total assets		$	2,691,286		$	2,667,212
			LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
	Lines of credit			$	167		$	2,746
	Current portion of long-term obligations				295			293
	Accounts payable				22,157			20,643
	Accrued expenses and other current liabilities				76,999			76,602
	Income taxes				39,588			26,298
		Total current liabilities			139,206			126,582
Long-term obligations, deferred credits and reserves					14,480			15,240
Pension liabilities					16,223			16,128
Deferred income tax liabilities					137,238			163,277
2¼% Convertible Subordinated Notes due 2006					500,000			500,000
5½% Convertible Subordinated Notes due 2007					172,500			172,500
		Total liabilities			979,647			993,727
Minority interest					2,903			2,407
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; 53,153,892 and 53,000,472 shares issued and outstanding, respectively				532			530
	Additional paid-in-capital				1,868,714			1,870,107
	Deferred compensation				(47	)		(205	)
	Accumulated other comprehensive income (loss)				9,246			(7,063	)
	Accumulated deficit				(169,709	)		(192,291	)
		Total stockholders’ equity			1,708,736			1,671,078
		Total liabilities and stockholders’ equity		$	2,691,286		$	2,667,212

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

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INVITROGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)(Unaudited)

					For the Three Months						For the Six Months
					Ended June 30,						Ended June 30,
					2002			2001			2002			2001
Revenues					$	164,290		$	159,327		$	324,179		$	320,029
Cost of revenues (includes $0, $0, $0 and $2,583, respectively, of costs for purchase accounting inventory revaluation)						67,594			72,179			135,530			148,037
	Gross margin					96,696			87,148			188,649			171,992
Operating Expenses:
	Sales and marketing					30,175			26,654			59,637			55,889
	General and administrative					16,682			15,226			32,310			30,301
	Research and development					7,683			9,825			15,317			20,014
	Goodwill amortization					—			44,502			—			88,269
	Other purchased intangibles amortization					16,072			24,375			32,143			50,469
	Business integration costs:
		Huntsville closure				13,767			—			13,767			—
		Merger-related				760			1,659			2,123			4,991
			Total operating expenses			85,139			122,241			155,297			249,933
				Income (loss) from operations		11,557			(35,093	)		33,352			(77,941	)
Other income (expense):
	Interest income					6,852			5,532			12,933			10,796
	Interest expense					(6,057	)		(2,727	)		(12,084	)		(5,368	)
	Other income (expense), net					(680	)		1,344			(807	)		2,912
			Total other income and expense, net			115			4,149			42			8,340
Income (loss) before provision for income taxes and minority interest						11,672			(30,944	)		33,394			(69,601	)
Provision for income taxes						(3,308	)		(3,711	)		(10,309	)		(4,307	)
Minority interest						(301	)		(443	)		(503	)		(755	)
				Net income (loss)	$	8,063		$	(35,098	)	$	22,582		$	(74,663	)
Earnings (loss) per common share:
	Basic				$	0.15		$	(0.67	)	$	0.43		$	(1.43	)
	Diluted				$	0.15		$	(0.67	)	$	0.42		$	(1.43	)
Weighted average shares used in per share calculation:
	Basic					53,104			52,452			53,063			52,255
	Diluted					53,401			52,452			53,445			52,255

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)(Unaudited)

					For the Six Months
					Ended June 30,
					2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	22,582		$	(74,663	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of effects of businesses divested:
		Depreciation				9,342			9,252
		Amortization of goodwill				—			88,269
		Amortization of intangible assets				33,727			50,817
		Amortization of deferred compensation				138			1,291
		Deferred income taxes				(12,257	)		(14,724	)
		Non-cash business integration costs				9,510			781
		Other non-cash adjustments				2,162			283
		Changes in operating assets and liabilities:
			Restricted cash			7,965			—
			Trade accounts receivable			(12,733	)		(18,500	)
			Inventories			(3,873	)		1,359
			Prepaid expenses and other current assets			(3,940	)		305
			Other assets			613			4,413
			Accounts payable			946			1,201
			Accrued expenses and other current liabilities			(554	)		(21,502	)
			Income taxes			9,366			6,791
				Net cash provided by operating activities		62,994			35,373
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of held-to-maturity securities					(435,972	)		(1,486	)
	Maturities of held-to-maturity securities					259,125			—
	Proceeds from sale of held-to-maturity securities					969			—
	Proceeds from sale of business, net of cash sold					1,146			—
	Net cash acquired from business combinations					—			385
	Payment received on note receivable					261			—
	Purchases of property and equipment					(30,804	)		(15,949	)
	Proceeds from sale of property, plant and equipment					235			55,810
	Payments for intangible assets					(600	)		(5,550	)
				Net cash provided by (used in) investing activities		(205,640	)		33,210
CASH FLOWS FROM FINANCING ACTIVITIES:
	Net principal proceeds from (payments on) lines of credit					(2,585	)		1,840
	Principal payments on long-term obligations					(359	)		(1,009	)
	Proceeds from sale of common stock					2,514			20,712
				Net cash provided by (used in) financing activities		(430	)		21,543
	Effect of exchange rate changes on cash					9,808			(5,863	)
				Net increase (decrease) in cash and cash equivalents		(133,268	)		84,263
	Cash and cash equivalents, beginning of period					878,214			418,899
	Cash and cash equivalents, end of period				$	744,946		$	503,162

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 referred to as 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 and 10-K/A, filed with the Securities and Exchange Commission on March 11, 2002 and April 5, 2002, respectively.

     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. The Consolidated Balance Sheet and Consolidated Statements of Operations for 2001 include separate reporting for intangible assets, goodwill and related amortization expense to conform to accounting principles that were effective beginning in 2002 (see Note 1.). Revenues, gross margin and income (loss) from operations have been reclassified between segments for 2001 to conform to 2002 changes in segment categorization of certain products.

     1.   Goodwill and Other Intangible Assets — Adoption of Statement 142

     In June 2001, the Financial Accounting Standards Board issued Statement No. 41, or SFAS No. 141, “Business Combinations,” and Statement No. 142, or SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 addresses the accounting for acquisitions of businesses and is effective for acquisitions occurring on or after July 1, 2001. SFAS No. 142 addresses the method of identifying and measuring goodwill and other intangible assets acquired in a business combination, eliminates further amortization of goodwill, and requires periodic evaluations of impairment of goodwill balances. In addition, the useful lives of recognized intangible assets acquired in transactions completed before July 1, 2001 are to be reassessed and the remaining amortization periods adjusted accordingly. SFAS No. 142 is effective January 1, 2002.

     The net book value assigned to our assembled workforce intangible asset at December 31, 2001, which totaled $33.4 million, has been reclassified and reported as goodwill and is no longer amortized beginning January 1, 2002. Additionally, the net book value of our purchased tradenames and trademarks assigned to the GIBCO tradename, which totaled $7.5 million at December 31, 2001, is no longer amortized beginning January 1, 2002, in accordance with SFAS No. 142, due to its indefinite life. Based on the current values assigned to goodwill, assembled workforce and the GIBCO tradename, we expect that the elimination of amortization of goodwill and indefinite-lived intangible assets will have a positive impact on reported net income for the year ended December 31, 2002 of approximately $179.2 million, net of tax. SFAS No. 142 requires an initial evaluation for impairment of goodwill balances upon adoption of the new accounting pronouncement. We have completed our initial review for potential impairment of goodwill that existed at January 1, 2002, and have determined that no impairment of goodwill existed at January 1, 2002.

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Acquired Intangible Assets

Acquired intangible assets consist of the following:

			June 30, 2002					December 31, 2001
		Weighted
		Average	Gross Carrying		Accumulated			Gross Carrying		Accumulated
(in thousands)		Life	Amount		Amortization			Amount		Amortization
			(Unaudited)
Amortized intangible assets:
	Purchased technology	7 years	$	410,498	$	(99,741	)	$	410,498	$	(71,537	)
	Purchased tradenames and trademarks	5 years		35,500		(12,721	)		44,200		(10,419	)
	Purchased customer base	13 years		34,400		(4,741	)		34,400		(3,418	)
	Other intellectual properties	7 years		5,262		(2,036	)		4,947		(1,707	)
	Genome libraries	3 years		2,150		(1,314	)		1,950		(1,074	)
			$	487,810	$	(120,553	)	$	495,995	$	(88,155	)
Intangible assets not subject to amortization:
	Purchased tradenames and trademarks		$	7,451

     Aggregate amortization expense for intangible assets for the three months ended June 30, 2002 and 2001 was $16.8 million and $24.5 million, respectively and for the six months ended June 30, 2002 and 2001 was $33.7 million and $50.8 million, respectively.

     The estimated aggregate amortization expense for amortized intangible assets owned as of June 30, 2002 for each of the five succeeding fiscal years is as follows:

(in thousands)(unaudited)
Years Ending December 31,
2002	$	67,225
2003	$	67,062
2004	$	66,917
2005	$	64,703
2006	$	58,382

Goodwill

     The changes in the net carrying amount of goodwill for the six months ended June 30, 2002 are as follows:

(in thousands)(unaudited)
Balance at December 31, 2001	$	740,220
Adoption of SFAS No. 142 - Reclassify assembled workforce intangible, net of deferred tax liability, to goodwill		20,207
Purchase adjustments for income tax effects after allocation period		(6,387	)
Reduction of excess merger accruals		(178	)
Balance at June 30, 2002	$	753,862

     The reconciliation of net income excluding the amortization of goodwill and other intangible assets no longer amortized from that previously reported prior to the adoption of SFAS No. 142 is as follows:

		Three Months Ended					Six Months Ended
(in thousands, except per share data)(unaudited)		June 30,					June 30,
		2002		2001			2002		2001
Reported net income (loss)		$	8,063	$	(35,098	)	$	22,582	$	(74,663	)
Add back: goodwill amortization			—		44,502			—		88,269
Add back: assembled workforce amortization, net of amortization of deferred tax liability			—		824			—		2,335
Add back: amortization of intangible assets no longer amortized, net of amortization of deferred tax liability			—		146			—		292
	Adjusted net income	$	8,063	$	10,374		$	22,582	$	16,233

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		Three Months Ended					Six Months Ended
(in thousands, except per share data)(unaudited)		June 30,					June 30,
		2002		2001			2002		2001
Weighted average shares used in this per share calculation:
	Basic		53,104		52,452			53,063		52,255
	Diluted(1)		53,401		53,812			53,445		53,756
Basic earnings (loss) per share:
Reported net income (loss) per share		$	0.15	$	(0.67	)	$	0.43	$	(1.43	)
Add back: goodwill amortization			—		0.85			—		1.69
Add back: assembled workforce amortization, net of amortization of deferred tax liability			—		0.02			—		0.05
Add back: amortization of intangible assets no longer amortized, net of amortization of deferred tax liability			—		—			—		—
	Adjusted net income per share	$	0.15	$	0.20		$	0.43	$	0.31
Diluted earnings (loss) per share:
Reported net income (loss) per share		$	0.15	$	(0.67	)	$	0.42	$	(1.43	)
Add back: anti-dilutive effect of dilutive securities on net loss			—		0.01			—		0.04
Add back: goodwill amortization			—		0.83			—		1.64
Add back: assembled workforce amortization, net of amortization of deferred tax liability			—		0.02			—		0.04
Add back: amortization of intangible assets no longer amortized, net of amortization of deferred tax liability			—		—			—		0.01
	Adjusted net income per share	$	0.15	$	0.19		$	0.42	$	0.30

⁽¹⁾ 2001 diluted shares outstanding are higher than reported in the Consolidated Statements of Operations as stock options are dilutive for this presentation, but are anti-dilutive when calculating earnings per share for a net loss.

     2.   Segment Information

     The Company operates in two business segments, a Molecular Biology segment and a Cell Culture segment. Unaudited segment information is as follows:

					Corporate
	Molecular		Cell		And
(in thousands) (unaudited)	Biology		Culture		Unallocated			Total
Three Months Ended June 30, 2002
Revenues from external customers	$	108,526	$	55,764	$	—		$	164,290
Income (loss) from operations	$	29,852	$	17,182	$	(35,477	)(1)	$	11,557
Three Months Ended June 30, 2001(2)
Revenues from external customers	$	102,157	$	57,170	$	—		$	159,327
Income (loss) from operations	$	25,427	$	13,714	$	(74,234	)(1)	$	(35,093	)
Six Months Ended June 30, 2002
Revenues from external customers	$	216,292	$	107,887	$	—		$	324,179
Income (loss) from operations	$	58,904	$	30,987	$	(56,539	)(3)	$	33,352
Six Months Ended June 30, 2001(2)
Revenues from external customers	$	208,096	$	111,933	$	—		$	320,029
Income (loss) from operations	$	49,308	$	27,050	$	(154,299	)(3)	$	(77,941	)

⁽¹⁾ Unallocated items for the three months ended June 30, 2002 and 2001, include amortization of goodwill of $0 and $44.5 million, amortization of purchased intangibles of $16.1 million and $24.4 million, amortization of deferred compensation of $34,000 and

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	$0.7 million, and business integration costs of $14.5 million and $1.7 million, respectively, which are not allocated by management for purposes of analyzing the operations since they are principally non-cash or one-time items resulting primarily from business restructuring or purchase accounting.
(2)	2002 presentation of 2001 revenues and income (loss) from operations by segment reflects reclassifications of revenues and gross margin between segments due to changes in segment categorization of certain products.
(3)	Unallocated items for the six months ended June 30, 2002 and 2001, include amortization of goodwill of $0 and $88.3 million, amortization of purchased intangibles of $32.1 million and $50.5 million, amortization of deferred compensation of $0.1 million and $1.3 million, and business integration costs of $15.9 million and $5.0 million, respectively, which are not allocated by management for purposes of analyzing the operations since they are principally non-cash or one-time items resulting primarily from business restructuring or purchase accounting.

     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, cash and cash equivalents and investments 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.

     3.   Inventories

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

	June 30,		December 31,
(in thousands)	2002		2001
	(Unaudited)
Raw materials and components	$	16,867	$	16,683
Work in process		15,131		17,418
Finished goods		54,134		46,496
	$	86,132	$	80,597

     4.   Accumulated Depreciation and Amortization

     Accumulated depreciation and amortization of property, plant and equipment was $33.8 million and $35.8 million at June 30, 2002 and December 31, 2001, respectively. Accumulated amortization of intangible assets was $120.6 million and $322.4 million at June 30, 2002 and December 31, 2001, respectively. Accumulated amortization of intangible assets at December 31, 2001 included accumulated amortization of goodwill and assembled workforce that, upon adoption of SFAS No. 141 and No. 142, was reclassified to goodwill on January 1, 2002.

     5.   Computation of Earnings (Loss) Per Common Share

     Basic earnings (loss) per share was computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if net income were divided by the weighted average number of common shares, plus potential common shares from outstanding stock options and conversion of convertible subordinated debt where the effect of those securities is dilutive. Diluted earnings per share does not consider the impact of conversion of convertible subordinated debt in 2002 or 2001 as its inclusion would be anti-dilutive for the respective periods. Potentially dilutive securities are not considered in the calculation of net loss per share for the three and six months ended June 30, 2001 as their impact would be antidilutive. The computations for basic and diluted earnings (loss) per share are as follows:

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							Earnings
		Income (Loss)			Shares		(Loss)
(in thousands, except per share amounts)(unaudited)		(Numerator)			(Denominator)		Per Share
Three Months Ended June 30, 2002
Basic earnings per share:
	Net income	$	8,063			53,104	$	0.15
Diluted earnings per share:
	Dilutive stock options		—			297
	Net income plus assumed conversions	$	8,063			53,401	$	0.15
Potentially dilutive securities not included above since they are antidilutive:
	Antidilutive stock options					4,275
	2¼% Convertible Subordinated Notes due 2006					2,025
	5½% Convertible Subordinated Notes due 2007					5,807
Three Months Ended June 30, 2001
Basic and diluted loss per share:
	Net loss	$	(35,098	)		52,452	$	(0.67	)
Potentially dilutive securities not included above since they are antidilutive:
	Antidilutive stock options					5,949
	2¼% Convertible Subordinated Notes due 2006					2,025
Six Months Ended June 30, 2002
Basic earnings per share:
	Net income	$	22,582			53,063	$	0.43
Diluted earnings per share:
	Dilutive stock options		—			382
	Net income plus assumed conversions	$	22,582			53,445	$	0.42
Potentially dilutive securities not included above since they are antidilutive:
	Antidilutive stock options					4,148
	2¼% Convertible Subordinated Notes due 2006					2,025
	5½% Convertible Subordinated Notes due 2007					5,807
Six Months Ended June 30, 2001
Basic and diluted loss per share:
	Net loss	$	(74,663	)		52,255	$	(1.43	)
Potentially dilutive securities not included above since they are antidilutive:
	Antidilutive stock options					6,145
	2¼% Convertible Subordinated Notes due 2006					2,025

     6.   Comprehensive Income (Loss)

     Total comprehensive income (loss) is determined as follows:

		For the Three Months					For the Six Months
(in thousands)(unaudited)		Ended June 30,					Ended June 30,
		2002		2001			2002		2001
Net income (loss)		$	8,063	$	(35,098	)	$	22,582	$	(74,663	)
Net unrealized losses on investments			—		—			—		(13	)
Foreign currency translation adjustments			18,042		(1,339	)		16,308		(11,957	)
	Total comprehensive income (loss)	$	26,105	$	(36,437	)	$	38,890	$	(86,633	)

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The significant increase in the foreign currency translation adjustment during the three months ended June 30, 2002 resulted from foreign currencies, primarily in Europe and Asia-Pacific, that strengthened against the U.S. dollar coupled with increases in net assets in those regions during the three month period.

     7.   Commitments and Contingencies

Letters of Credit

     The Company had outstanding letters of credit at June 30, 2002, totaling $9.7 million to support liabilities associated with a $2.1 million bond payable to the State of Alabama and the Company’s self-insurance programs. The bond and self-insurance reserves are included in current liabilities and long-term obligations in the consolidated balance sheet at June 30, 2002.

Environmental Liabilities

     The Company assumed certain environmental exposures as a result of the merger with Dexter. The Company recorded reserves to cover estimated environmental costs. The environmental reserves, which are not discounted, were $7.9 million at June 30, 2002 and included current reserves of $0.5 million, which are estimated to be paid in 2002, and long-term reserves of $7.4 million. In addition, the Company has an insurance policy for partial coverage of these assumed environmental exposures. Based upon currently available information, the Company believes that it has adequately provided for these environmental exposures and that the outcome of these matters will not have a material adverse effect upon the consolidated financial position, results of operations or cash flows of the Company in the future.

Litigation

     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, or 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 made a cash payment of $1.1 million to the VA and the Company assumed an accrued liability of $2.8 million at September 14, 2000. In July 2001 the VA Office of Inspector General advised the Company of its position that the total amount due to the government from the Company for this matter was $14.7 million. The Company has reiterated its position to the Office of Inspector General and requested that the dispute be resolved through the standard contract dispute resolution mechanisms of the VA. The government informed the Company on February 25, 2002, that the VA had referred the matter to the Civil Division of the Department of Justice, and we have had preliminary discussions with the Department of Justice regarding the matter. There can be no assurance that the Company will prevail in contesting the government’s determination. In 2001, the Company increased its accrued liability to $13.6 million to reflect the full amount claimed by the VA, less previous payments by the Company. The increase in the accrued liability for this matter has been recorded as an adjustment to goodwill in the accompanying consolidated balance sheets.

     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 business, as well as through acquisitions, 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 June 30, 2002, 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.

     8.   Business Integration

     In April 2002, we announced our plan to integrate our operations in Alabama with the rest of the Company. Restructuring costs for the three months ended June 30, 2002 totaled $13.8 million and have been recognized as expense in business integration costs in the Consolidated Statements of Operations. These costs include $9.5 million in impairment losses on facilities and equipment and $4.3 million in severance and other costs to close the facility. As of June 30, 2002 the Company had $7.1 million in assets held for sale included in prepaid expenses and other current assets and $2.3 million remaining in accrued expenses and other current liabilities in the Consolidated Balance Sheets. We estimate additional costs for retention and relocation to be $0.4 million during the three months

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ending September 30, 2002. These costs have not been accrued for or recognized in the statement of operations as the costs do not meet the recognition criteria of Emerging Issues Task Force Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring),” as of June 30, 2002. We expect to complete the integration by September 2002.

     9.   Related Party Transactions

     When the Company acquired Life Technologies in September of 2000, some members of Life Technologies management were covered by change-in-control agreements. These agreements provided for cash payments and other benefits upon a change in control of Life Technologies and other conditions. Some of these former Life Technologies employees are now key members of management of the Company. These employees were entitled to benefits under the change-in-control agreements, which were collectible upon separation from the Company. Wishing to retain these employees and remove a substantial incentive to separate from the Company, the Company offered to exchange the rights under these change-in-control agreements for “pay to stay” contracts with four individuals in April of 2002. These four employees have relinquished their rights under the change-in-control agreements in exchange for payments totaling $1.8 million, in the aggregate, that will be paid in installments of $0.9 million each in October of 2002 and 2004, based on continuing employment and other conditions. The Company is recognizing the cost of these projected payments over time to match the employment services and other conditions as they are rendered to the Company, which is expected to result in expenses of $1.1 million, $0.4 million, and $0.3 million in 2002, 2003 and 2004, respectively, if all of the conditions are met. For the three months ended June 30, 2002, the Company expensed $0.4 million related to these agreements which has been included in general and administrative expense in the Consolidated Statements of Operations.

     10. Supplemental Cash Flow Information

	For the Six Months
(in thousands)(unaudited)	Ended June 30,
	2002		2001
Cash paid for interest	$	10,613	$	4,889
Cash paid for income taxes	$	13,496	$	10,369

     11. Subsequent Event

     On August 1, 2002, the Company announced that its Board of Directors authorized the repurchase of up to $300 million of the Company’s common stock over the next three years. The timing and price of repurchases will depend on market conditions and other factors. Funds for the repurchase are expected to come primarily from cash generated from operations, or funds on hand.

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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,” “should,” “intend,” “plan,” “positioned,” “strategy,” “outlook,” “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 and 10-K/A, filed with the Securities and Exchange Commission on March 11, 2002 and April 5, 2002, respectively. We do not undertake any obligation 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.

     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 that we sell to corporate, government, and academic entities. We focus our business on two principal segments:

• Molecular Biology. 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. 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, or 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, which was formerly known as current good manufacturing practice, or GMP, and is 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; and Inchinnan, Scotland. We also have manufacturing facilities in New Zealand, Japan, Brazil, and Israel. In addition, we purchase products from third-party manufacturers for resale.

     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 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 and New Zealand 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: acquisitions; the continued growth of the market for gene identification, cloning, expression, and analysis kits, cell culture products and 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; our ability to increase prices; and the expansion of our direct sales and marketing efforts. We plan to

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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.

     Except for our oligonucleotide, genomics services and cell culture production businesses, which are made-to-order businesses, we principally manufacture products for inventory and ship products shortly after the receipt of orders, and anticipate that we will continue to do so in the future. We do not currently have a significant backlog and do not anticipate we will develop a material backlog in the future. In addition, we rely on third-party manufacturers to supply many of our raw materials, product components, and in some cases, entire products.

     We have acquired a significant number of licenses to use patented technologies from third parties as part of our business activities. We use these licenses as a basis for the development of many of our research kits and other products. We pay royalties to such third parties relating to sales of these research kits, other products and selected services. We recognize royalty expense as a cost of revenue as we incur the related royalties.

     We conduct our operations through subsidiaries in Europe, Asia-Pacific and the Americas. Each subsidiary records its income and expenses using the functional currency of the country in which the subsidiary resides. To consolidate the income and expenses of all of our subsidiaries, we translate each subsidiary’s results into U.S. dollars using average exchange rates during the period. Changes in currency exchange rates have affected, and may continue to affect our consolidated revenues, revenue growth rates, gross margins and net income. In addition, many of our subsidiaries conduct a portion of their business in currencies other than the subsidiary’s functional currency which can result in foreign currency exchange gains or losses. Exchange gains and 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.

     We anticipate that our results of operations may fluctuate on a quarterly and annual basis 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, 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 maintain profitability 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 June 30, 2002 and 2001.

								Corporate
		Molecular			Cell			And
(in thousands)(unaudited)		Biology			Culture			Unallocated(1)			Total
Segment Results for the Three Months Ended June 30, 2002
Revenues from external customers		$	108,526		$	55,764		$	—		$	164,290
Gross margin			67,261			29,439			(4	)		96,696
Gross margin as a percentage of revenues			62	%		53	%					59	%
Selling, administrative and R&D			37,409			12,257			4,874			54,540
Business integration costs and merger-related amortization(2)			—			—			30,599			30,599
	Income (loss) from operations		29,852			17,182			(35,477	)		11,557
Add back business integration costs and merger-related amortization(3)			—			—			30,633			30,633
	Pro forma operating income (loss)	$	29,852		$	17,182		$	(4,844	)	$	42,190
Operating margin as a percentage of revenues			28	%		31	%					26	%
Segment Results for the Three Months Ended June 30, 2001(4)
Revenues from external customers		$	102,157		$	57,170		$	—		$	159,327
Gross margin			61,901			25,281			(34	)		87,148
Gross margin as a percentage of revenues			61	%		44	%					55	%
Selling, administrative and R&D			36,474			11,567			3,664			51,705
Business integration costs and merger-related amortization(2)			—			—			70,536			70,536
	Income (loss) from operations		25,427			13,714			(74,234	)		(35,093	)
Add back business integration costs and merger-related amortization(3)			—			—			71,220			71,220
	Pro forma operating income (loss)	$	25,427		$	13,714		$	(3,014	)	$	36,127
Operating margin as a percentage of revenues			25	%		24	%					23	%
Revenue Growth for the Three Months Ended June 30, 2002
Revenues for second quarter 2002		$	108,526		$	55,764					$	164,290
Adjust for effect of foreign exchange rates(5)			(792	)		(463	)					(1,255	)
Currency adjusted revenues		$	107,734		$	55,301					$	163,035
Revenues for second quarter 2002		$	108,526		$	55,764					$	164,290
Less revenues from discontinued products(6)			(779	)		(190	)					(969	)
Revenues from continuing products			107,747			55,574						163,321
Adjust for effect of foreign exchange rates on continuing products(5)			(797	)		(503	)					(1,300	)
Currency adjusted revenues from continuing products		$	106,950		$	55,071					$	162,021
Revenues for second quarter 2001(4)		$	102,157		$	57,170					$	159,327
Less revenues from discontinued products(6)			(2,896	)		(7,985	)					(10,881	)
Revenues from continuing products		$	99,261		$	49,185					$	148,446
Revenue growth (decline) for second quarter 2002			6	%		(3	%)					3	%
Currency adjusted revenue growth (decline)			6	%		(3	%)					2	%
Revenue growth for continuing products			9	%		13	%					10	%
Currency adjusted revenue growth for continuing products			8	%		12	%					9	%

⁽¹⁾ Unallocated items for the three months ended June 30, 2002 and 2001 include amortization of goodwill of $0 and $44.5 million, amortization of purchased intangibles of $16.1 million and $24.4 million, amortization of deferred compensation of $34,000 and $0.7 million, and business integration costs of $14.5 million and $1.7 million, respectively, which are not allocated by management for purposes of analyzing the operations since they are principally non-cash or one-time items resulting primarily from business restructuring or purchase accounting.

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(2)	Excludes deferred compensation for the three months ended June 30, 2002 and 2001 of $34,000 and $0.7 million, respectively, which is allocated to operating expenses.
(3)	Includes amortization of deferred compensation costs.
(4)	2002 presentation of 2001 revenues and gross margin by segment reflects reclassifications of revenues and gross margin between segments due to changes in segment categorization of certain products.
(5)	Changes in foreign exchange rates when compared to the same period in the prior year affected dollar denominated revenues. These adjustments are to arrive at dollar denominated revenues assuming foreign exchange rates that are constant with those during the comparable period of last year.
(6)	Subsequent to the date of the merger with Life Technologies, we discontinued the sale of products that were low growth, low volume and/or low gross margin.

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     Business Segment Highlights for the Six Months Ended June 30, 2002 and 2001.

								Corporate
		Molecular			Cell			And
(in thousands)(unaudited)		Biology			Culture			Unallocated(1)			Total
Segment Results for the Six Months Ended June 30, 2002
Revenues from external customers		$	216,292		$	107,887		$	—		$	324,179
Gross margin			134,095			54,564			(10	)		188,649
Gross margin as a percentage of revenues			62	%		51	%					58	%
Selling, administrative and R&D			75,191			23,577			8,496			107,264
Business integration costs and merger-related amortization(2)			—			—			48,033			48,033
	Income (loss) from operations		58,904			30,987			(56,539	)		33,352
Add back business integration costs and merger-related amortization(3)			—			—			48,171			48,171
	Pro forma operating income (loss)	$	58,904		$	30,987		$	(8,368	)	$	81,523
Operating margin as a percentage of revenues			27	%		29	%					25	%
Segment Results for the Six Months Ended June 30, 2001(4)
Revenues from external customers		$	208,096		$	111,933		$	—		$	320,029
Gross margin			125,069			49,590			(2,667	)		171,992
Gross margin as a percentage of revenues			60	%		44	%					54	%
Selling, administrative and R&D			75,761			22,540			7,903			106,204
Business integration costs and merger-related amortization(2)			—			—			143,729			143,729
	Income (loss) from operations		49,308			27,050			(154,299	)		(77,941	)
Add back business integration costs and merger-related amortization(3)			—			—			147,603			147,603
	Pro forma operating income (loss)	$	49,308		$	27,050		$	(6,696	)	$	69,662
Operating margin as a percentage of revenues			24	%		24	%					22	%
Revenue Growth for the Six Months Ended June 30, 2002
Revenues for the first six months 2002		$	216,292		$	107,887					$	324,179
Adjust for effect of foreign exchange rates(5)			1,766			948						2,714
Currency adjusted revenues		$	218,058		$	108,835					$	326,893
Revenues for the first six months 2002		$	216,292		$	107,887					$	324,179
Less revenues from discontinued products(6)			(2,641	)		(498	)					(3,139	)
Revenues from continuing products			213,651			107,389						321,040
Adjust for effect of foreign exchange rates on continuing products(5)			1,659			872						2,531
Currency adjusted revenues from continuing products		$	215,310		$	108,261					$	323,571
Revenues for the first six months 2001(4)		$	208,096		$	111,933					$	320,029
Less revenues from discontinued products(6)			(8,707	)		(18,156	)					(26,863	)
Revenues from continuing products		$	199,389		$	93,777					$	293,166
Revenue growth (decline) for the first six months 2002			4	%		(4	%)					1	%
Currency adjusted revenue growth (decline)			5	%		(3	%)					2	%
Revenue growth for continuing products			7	%		15	%					10	%
Currency adjusted revenue growth for continuing products			8	%		15	%					10	%

(1)	Unallocated items for the six months ended June 30, 2002 and 2001 include amortization of goodwill of $0 and $88.3 million, amortization of purchased intangibles of $32.1 million and $50.5 million, amortization of deferred compensation of $0.1 million and $1.3 million, and business integration costs of $15.9 million and $5.0 million, respectively, which are not allocated by management for purposes of analyzing the operations since they are principally non-cash or one-time items resulting primarily from business restructuring or purchase accounting.
(2)	Excludes deferred compensation for the six months ended June 30, 2002 and 2001 of $0.1 million and $1.3 million, respectively, which is allocated to operating expenses.
(3)	Includes amortization of deferred compensation costs.

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(4)	2002 presentation of 2001 revenues and gross margin by segment reflects reclassifications of revenues and gross margin between segments due to changes in segment categorization of certain products.
(5)	Changes in foreign exchange rates when compared to the same period in the prior year affected dollar denominated revenues. These adjustments are to arrive at dollar denominated revenues assuming foreign exchange rates that are constant with those during the comparable period of last year.
(6)	Subsequent to the date of the merger with Life Technologies, we discontinued the sale of products that were low growth, low volume and/or low gross margin.

     Revenues. In addition to our analysis of changes in reported revenues, we have also provided revenue comparisons on a foreign currency constant basis, in order to clarify for investors the changes in our revenues that are unrelated to foreign currency translation effects. We have also reclassified revenues by segment reported for 2001 to conform to the segment classifications used in 2002.

     Revenues for the three months ended June 30, 2002 increased $5.0 million, or 3%, from $159.3 million in 2001 to $164.3 million for 2002. Changes in foreign exchange rates when comparing the second quarter of 2002 with the same period in 2001 increased U.S. dollar-denominated revenues, accounting for $1.3 million of the $5.0 million increase. This increase from changes in foreign exchange rates also increased our revenue growth rate by 1%. Subsequent to the merger with Life Technologies that occurred in September 2000, we discontinued the sale of some products that were low growth, low volume and/or low gross margin. Sales of these products were $1.0 million for the three months ended June 30, 2002, down from $10.9 million for the same period in 2001. Revenues from continuing products for the three months ended June 30, 2002 increased 9% from the same period in 2001, when holding foreign currency exchange rates constant.

     Revenues for the six months ended June 30, 2002 increased $4.2 million, or 1%, from $320.0 million in 2001 to $324.2 million for 2002. This increase has been reduced by $2.7 million resulting from changes in foreign exchange rates when comparing the first six months of 2002 with the same period in 2001, which reduced U.S. dollar-denominated revenues and reduced our revenue growth rate by 1%. Sales of discontinued products were $3.1 million for the six months ended June 30, 2002, down from $26.9 million for the same period in 2001. Revenues from continuing products for the six months ended June 30, 2002 increased 10% from the same period in 2001, when holding foreign currency exchange rates constant.

     Changes in the value of certain currencies, including the Japanese Yen, the British Pound sterling and the Euro, can significantly increase or decrease our reported revenue on sales made in these currencies and could result in a material positive or negative impact on our reported results. In addition to foreign currency rates, we expect that future revenues will be affected by, among other things, new product introductions, competitive conditions, customer research budgets, government research funding, the rate of expansion of our customer base, price increases and product discontinuations.

     Molecular Biology Segment Revenues. Revenues for the Molecular Biology segment increased $6.4 million, or 6%, from $102.2 million for the three months ended June 30, 2001, to $108.5 million in 2002. The $108.5 million of Molecular Biology revenues in 2002 includes $0.8 million of revenues from the sale of products that were divested or discontinued, down from $2.9 million sold in the same period last year. Changes in foreign exchange rates increased dollar-denominated Molecular Biology revenues by $0.8 million when comparing the three months ended June 30, 2002 with the same period in 2001. Holding foreign exchange rates constant with 2001, sales of continuing Molecular Biology products during the three months ended June 30, 2002 increased 8% from 2001 revenues for the same period. Our cloning and gene expression, separation and analysis, and amplification products lines, increased 19% during the three months ended June 30, 2002 on a currency comparable basis with 2001. Other molecular biology product lines, including oligonucleotides, custom services, licensing and royalties, were 30% lower than last year on a currency comparable basis for the three months ended June 30, 2002.

     Revenues for the Molecular Biology segment increased $8.2 million, or 4%, from $208.1 million for the six months ended June 30, 2001, to $216.3 million in 2002. The $216.3 million of Molecular Biology revenues in 2002 includes $2.6 million of revenues from the sale of products that were divested or discontinued, down from $8.7 million sold in the same period last year. Changes in foreign exchange rates decreased dollar-denominated Molecular Biology revenues by $1.8 million when comparing the six months ended June 30, 2002 with the same period in 2001. Holding foreign exchange rates constant with 2001, sales of continuing Molecular Biology products during the six months ended June 30, 2002 increased 8% from 2001 revenues for the same period. Our cloning and gene expression, separation and analysis, and amplification products lines, increased 18% during the six months ended June 30, 2002 on a currency comparable basis with 2001. Other molecular biology product lines, including oligonucleotides, custom services, licensing and royalties, were 25% lower than last year on a currency comparable basis for the six months ended June 30, 2002.

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     Sales growth for our cloning and gene expression, separations and analysis, and amplification product lines, which slowed during the first three months of 2002 to a 16% currency adjusted revenue growth rate, improved to a 19% currency adjusted growth rate for the second quarter of 2002. Currently, we expect our revenue growth for this portion of our business to grow in the 15% to 20% range for the remainder of 2002.

     The decline in other molecular biology product lines mainly resulted from the closure of our Huntsville, Alabama operation in addition to production capacity shortages and longer delivery times to some of our customers in the U.S, which was caused by strong demand in 2001 for our custom oligonucleotides. To address the capacity shortages, we placed into service new, low-cost production equipment during the latter part of 2001 that improved our on-time delivery of custom oligonucleotides during the first half of 2002.

     If revenue growth for our core molecular biology products slows, or if revenues for oligonucleotides and custom services continues to decline, this could result in a material negative impact on our revenue for 2002.

     Cell Culture Segment Revenues. Revenues for the Cell Culture segment for the three months ended June 30, 2002 decreased $1.4 million, or 3%, from $57.2 million in 2001 to $55.8 million in 2002. The $55.8 million of Cell Culture revenues for the three months ended June 30, 2002 includes $0.2 million of revenues from the sale of products that were divested or discontinued, down from $8.0 million sold in the same period last year, which included revenues from our BioSepra business that was sold in July 2001. Changes in foreign exchange rates during the second quarter of 2002 increased U.S. dollar-denominated revenues by $0.5 million. Holding foreign exchange rates constant with 2001, sales of continuing Cell Culture products during the three months ended June 30, 2002 increased 12% from 2001 revenues for the same period. This increase reflects sales of Cell Culture products for research applications that increased 15% during the three months ended June 30, 2002 on a currency comparable basis.

     Revenues for the Cell Culture segment for the six months ended June 30, 2002 decreased $4.0 million, or 4%, from $111.9 million in 2001 to $107.9 million in 2002. The $107.9 million of Cell Culture revenues for the six months ended June 30, 2002 includes $0.5 million of revenues from the sale of products that were divested or discontinued, down from $18.2 million sold in the same period last year, which included revenues from our BioSepra business that was sold in July 2001. Changes in foreign exchange rates during the first six months of 2002 reduced U.S. dollar-denominated revenues by $0.9 million. Holding foreign exchange rates constant with 2001, sales of continuing Cell Culture products during the six months ended June 30, 2002 increased 15% from 2001 revenues for the same period. This increase reflects sales of Cell Culture products for large-scale production applications that increased 19% during the six months ended June 30, 2002 on a currency comparable basis.

     Sales of cell culture products for large scale production applications can vary significantly due to customer demand. As a result, cell culture revenue growth rates can vary significantly.

     Gross Margin. Our gross margin for the three months ended June 30, 2002, was 59% compared with 55% for the same period in 2001. For the six months ended June 30, 2002, gross margin was 58% compared with 54% for the same period in 2001. Cost of sales in the first quarter of 2001 included a $2.6 million merger-related inventory valuation charge from the Life Technologies merger. Under the purchase method of accounting, inventories acquired in the merger are recorded at their fair value, which generally requires a non-cash write-up to estimated selling prices less the cost to sell or dispose of the inventory. Subsequent sales of this inventory result in costs of sales that are generally higher than our manufactured inventory, which is recorded at the lower of cost or market. Excluding this non-cash incremental cost, gross margin for the first six months in 2001 was 55%. We have instituted various programs to improve gross margin since the Life Technologies merger, including cost reductions, price adjustments and the discontinuation or sale of lower-margin product lines.

     Gross margin for the Molecular Biology segment for the three months ended June 30, 2002 and 2001, was 62% and 61%, respectively, and for the Cell Culture segment was 53% and 44%, respectively. For the six months ended June 30, 2002 and 2001, gross margin for the Molecular Biology segment was 62% and 60%, respectively, and for the Cell Culture segment was 51% and 44% for the same periods, respectively. The significant increase in the Cell Culture gross margin in 2002 from 2001 was attributable to lower sales in 2002 of low-margin, discontinued products, a favorable change in the mix of sales for research and production applications, a favorable change in the mix of higher-margin, proprietary media sales in 2002, and higher selling prices in 2002, especially for fetal bovine serum. While these items combined had a favorable impact in the second quarter of 2002, we expect margins for our Cell Culture segment to be lower during the next year as we do not anticipate this combination of favorable effects to continue. We are currently incurring higher raw material costs for fetal bovine serum and expect margins to be lower, especially if the higher selling prices for fetal bovine serum do not continue.

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     We believe that gross margin for future periods will be affected by, among other things, the continuing integration of previously acquired businesses in addition to sales volumes, competitive conditions, royalty payments on licensed technologies, the cost of raw materials and foreign currency rates.

     Sales and Marketing. Sales and marketing expenses increased $3.5 million from $26.7 million for the three months ended June 30, 2001, to $30.2 million for 2002. As a percentage of revenues, sales and marketing expenses increased from 17% for the second quarter of 2001 to 18% for the same period in 2002. Sales and marketing expenses increased $3.7 million from $55.9 million for the six months ended June 30, 2001, to $59.6 million for 2002. As a percentage of revenues, sales and marketing expenses remained the same at 18% for both 2002 and 2001. The absolute increase in sales and marketing expenses is primarily due to increased headcount and promotional spending, partially offset by reductions from the closure of our Alabama location in April 2002 and the sale of our BioSepra entity in July 2001.

     Sales and marketing expenses for the three months ended June 30, 2002 for the Molecular Biology segment were $23.2 million, or 21% of segment revenues compared to $19.3 million, or 19% for the same period in 2001. Sales and marketing expenses for the six months ended June 30, 2002 for the Molecular Biology segment were $45.8 million, or 21% of segment revenues compared to $41.6 million, or 20% for the same period in 2001.

     Expenses for Cell Culture were $6.9 million, or 12% of segment revenues for the first three months in 2002 compared to $7.2 million, or 13% for the same period in 2001. Expenses for Cell Culture were $13.8 million, or 13% of segment revenues for the first six months in 2002 compared to $14.0 million, or 13% for the same period in 2001.

     General and Administrative. General and administrative expenses for the three months ended June 30, 2002 increased $1.5 million from $15.2 million in 2001 to $16.7 million in 2002. As a percentage of revenues, general and administrative expenses for the second quarter remained the same at 10% for both 2002 and 2001. General and administrative expenses for the six months ended June 30, 2002 increased $2.0 million from $30.3 million in 2001 to $32.3 million in 2002. As a percentage of revenues, general and administrative expenses for the first six months remained the same at 10% for both 2002 and 2001. The absolute increase in general and administrative expenses is due to increased headcount in Carlsbad and related increased spending, and costs to purchase the rights to change-in-control agreements from four key management members offset by cost reductions in Alabama.

     General and administrative expenses for the three months ended June 30, 2002 for the Molecular Biology segment were $7.9 million, or 7% of segment revenues compared to $8.9 million, or 9% for the same period in 2001. General and administrative expenses for the six months ended June 30, 2002 for the Molecular Biology segment were $16.9 million, or 8% of segment revenues compared to $17.1 million, or 8% for the same period in 2001.

     Expenses for Cell Culture for the three months ended June 30, 2002 were $3.9 million, or 7% of segment revenues compared to $3.0 million, or 5% for the same period in 2001. Expenses for Cell Culture for the first six months in 2002 were $7.0 million, or 6% of segment revenues compared to $5.8 million, or 5% for the same period in 2001.

     Research and Development. Research and development expenses decreased $2.1 million from $9.8 million for the three months ended June 30, 2001, to $7.7 million for 2002. Research and development expenses decreased $4.7 million from $20.0 million for the six months ended June 30, 2001, to $15.3 million for 2002. As a percentage of revenues, research and development expenses decreased from 6% in 2001 to 5% in 2002 for both the three and six month periods. The decrease in research and development expenses reflects the transition of research and development positions from our Maryland facilities to California during 2001 and the closure of our Alabama facility. During the remainder of 2002 we expect research and development expenses as a percentage of revenues to increase on a quarterly basis as we continue to recruit and hire qualified scientists in California.

     Research and development expenses for the three months ended June 30, 2002, for the Molecular Biology segment were $6.3 million, or 6% of segment revenues compared to $8.3 million, or 8% for the same period in 2001. Research and development expenses for the six months ended June 30, 2002, for the Molecular Biology segment were $12.5 million, or 6% of segment revenues compared to $17.1 million, or 8% for the same period in 2001.

     Expenses for Cell Culture for the first three months in 2002 and 2001 remained the same at $1.4 million, or 3% of segment revenues in 2002 and 2% of segment revenues in 2001. Expenses for Cell Culture for the first six months in 2002 increased slightly from $2.7 million in 2001 to $2.8 million, or 3% of segment revenues for both periods.

     Goodwill Amortization. Effective January 1, 2002, we adopted SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets,” which eliminated the amortization of goodwill. The adoption of these statements also resulted in the reclassification of the net book value assigned to the assembled workforce intangible at December 31, 2002, which totaled $33.4 million, to goodwill. Amortization expense for

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goodwill and the assembled workforce intangible for the three and six months ended June 30, 2001, totaled $45.3 million and $90.6 million, respectively. With the adoption of SFAS No. 141 and SFAS No. 142 at the beginning of this year, we expect that the elimination of goodwill and assembled workforce amortization will have a positive impact on net income for the year ended December 31, 2002, of $178.6 million, net of tax.

     SFAS No. 142 requires an initial evaluation for impairment of goodwill balances upon adoption of the new accounting pronouncement. We have completed our initial review for potential impairment of goodwill that existed at January 1, 2002, and have determined that no impairment of goodwill existed at January 1, 2002. SFAS No. 142 also requires periodic evaluations for impairment of goodwill balances. We expect to complete our annual evaluation for impairment of goodwill during the three months ending December 31, 2002. A significant decline in our stock price, revenue or earnings growth, unanticipated competition and loss of key personnel are among many factors that could result in an impairment charge that could have a material negative impact on our operating results.

     Other Purchased Intangibles Amortization. Amortization expense for other purchased intangible assets acquired with the Life Technologies merger was $16.1 million for the three months ended June 30, 2002 and $24.4 million for the same period in 2001. Expense for the six months ended June 30, 2002 and 2001 was $32.1 million and $50.5 million, respectively. The reduction in expense from 2001 to 2002 resulted from the reclassification of the assembled workforce intangible to goodwill and the assignment of an indefinite life to the portion of the purchased tradenames and trademarks allocated to the GIBCO tradename, which totaled $8.7 million at December 31, 2001. In accordance with SFAS No. 142, both of these intangibles are no longer amortized beginning January 1, 2002. The reduction in expense also resulted from the sale of our BioSepra business in July 2001 and the related disposition of purchased intangibles assigned to that business in addition to one intangible asset that became fully amortized in September 2001. With the adoption of SFAS No. 141 and SFAS No. 142 at the beginning of this year, the sale of our BioSepra business last year and completed amortization of one purchased intangible asset in 2001, we expect that the reduction in amortization expense on these purchased intangibles will approximate $26.2 million and will positively affect net income by approximately $15.9 million for the year ended December 31, 2002.

     Business Integration Costs. In April 2002, we announced our plan to integrate our operations in Alabama with the rest of the company. Restructuring costs for the three months ended June 30, 2002 totaled $13.8 million and include $9.5 million in impairment losses on facilities and equipment and $4.3 million in severance and relocation costs. We estimate additional costs for relocation of personnel and equipment to be $0.4 million during the three months ending September 30, 2002. These costs have not been accrued for or recognized in the statement of operations because, as of June 30, 2002, the costs do not meet the recognition criteria of Emerging Issues Task Force Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring).” We have completed the closure of this facility expect to complete the integration into the rest of our operations by September 2002.

     Merger-related business integration costs for the three and six months ended June 30, 2002, totaled $0.8 million and $2.1 million, respectively, 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. These costs are mainly comprised of $1.6 million for the retention of employees in Maryland and $0.5 million to relocate property as we transitioned employees, functions and property from Maryland to California during the first half of 2002.

     Interest Income. Interest income increased by $1.3 million from $5.5 million for the three months ended June 30, 2001, to $6.9 million for the same period in 2002. For the six months ended June 30, interest income increased by $2.1 million from $10.8 million in 2001 to $12.9 million in 2002. The increases during 2002 were mainly attributable to larger balances of cash and investments during 2002, partially offset by lower rates of interest earned on investments during 2002.

     Interest Expense. Interest expense increased $3.3 million from $2.7 million for the three months ended June 30, 2001, to $6.1 million for the same period in 2002. For the six months ended June 30, interest expense increased $6.7 million from $5.4 million in 2001 to $12.1 million in 2002. The increase in 2002 was due mainly to interest on the 2¼% Convertible Subordinated Notes due 2006 that were issued in December 2001.

     Other Income (Expense), Net. Net other expense was $0.7 million for the three months ended June 30, 2002, compared with net other income of $1.3 million for the same period in 2001. Net other expense for the six months ended June 30, 2002, was $0.8 million compared with net other income of $2.9 million for the same period in 2001. The second quarter of 2002 includes a loss of $0.5 million on the sale of our Serva subsidiary that was sold in June 2002. The first and second quarters of 2001 included a $1.3 million gain on the sale of an electrophoresis product line and a $1.0 million gain on the sale of a facility in Europe, respectively. The remainder of the difference for the three and six months ended June 30, 2002 includes $0.3 million and $0.6 million, respectively, in lower net periodic

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pension income from the Dexter Postretirement Health Benefit Program that is overfunded but is amortizing unrecognized losses in 2002. The net periodic pension income is recognized as other nonoperating income since the plan provides benefits to participants who are not employees of the Company, but for which Invitrogen assumed liability at the time of the merger with Dexter. For the full year 2002 the net periodic pension income is estimated to be $1.1 million lower than that recognized during 2001 due to the amortization of unrecognized losses.

     Provision for Income Taxes. The income tax provision for the six months ended June 30, 2002, was $10.3 million on pre-tax income of $33.4 million. Included in pre-tax income are certain merger related costs and amortization expense of certain purchased intangibles that are deductible at rates higher than our effective tax rate for all other pre-tax income. Excluding the impact of these costs and expense, our effective tax rate was 35.5% for the six months ended June 30, 2002 compared with 35.4% for the full year 2001.

LIQUIDITY AND CAPITAL RESOURCES

     Operating activities provided net cash of $63.0 million during the six months ended June 30, 2002. This net generation of cash from operations includes a use of cash of $12.7 million from higher trade accounts receivables balances as days sales outstanding increased. Business integration costs incurred to integrate our operations in Alabama with the rest of the company for the three months ended June 30, 2002 totaled $13.8 million and included $9.5 million in impairment losses on facilities and equipment and $4.3 million in severance and relocation costs. We estimate additional costs for relocation of personnel and equipment to be $0.4 million during the three months ending September 30, 2002. Merger-related business integration costs for the six months ended June 30, 2002, totaled $2.1 million and were attributed to 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. These costs are mainly comprised of $1.6 million for the retention of employees in Maryland and $0.5 million to relocate property as we transitioned employees, functions and property from Maryland to California. As of June 30, 2002, we had $11.9 million in accrued merger and restructuring related costs that are included in accrued expenses and other current liabilities in the consolidated balance sheets, the majority of which we expect to pay during the remainder of the year.

     Net cash used in investing activities was $205.6 million, and reflects a net $175.9 million that was invested in marketable securities with maturities greater than three months and capital expenditures and payments for intangible assets (primarily intellectual properties) during the six months ended June 30, 2002, which totaled $30.8 million and $0.6 million, respectively. These net uses were offset by $1.1 million in cash received, net of cash sold, from the sale of our Serva subsidiary. For the year ending December 31, 2002, we expect spending for capital equipment and information technology to range from $45 million to $50 million, including $17 million to $20 million necessary to complete the build out of our new 320,000 square foot multi-purpose facility in Carlsbad, California.

     We are offering for sale certain facilities in Frederick, Maryland and Huntsville, Alabama which became idle or excess as we have consolidated our operations. We currently estimate net proceeds from the sales of these facilities to total approximately $27 million, however, the actual proceeds could differ materially from our estimate and we are not able to predict when these facilities will be sold, if at all. As of the end of July 2002, we have $15.4 million recorded as assets held for sale, of which $7.1 million was included in prepaid expenses and other current assets in the Consolidated Balance Sheets at June 30, 2002, and another $8.3 million was listed for sale in July 2002.

     Net cash used in financing activities totaled $0.4 million, and includes $2.6 million used to reduce our outstanding line of credit balance in Japan to zero, offset by $2.5 million in proceeds from stock issued under employee stock plans.

     On August 1, 2002, the Company announced that its Board of Directors authorized the repurchase of up to $300 million of the Company’s common stock over the next three years. The timing and price of repurchases will depend on market conditions and other factors. Funds for the repurchase are expected to come primarily from cash generated from operations, or funds on hand.

     We are also seeking corporate and technology acquisition opportunities that support our molecular biology and cell culture platforms. While we cannot predict the timing or size of any future acquisitions, or if any will occur at all, a significant amount of our cash and/or stock may be used to acquire companies, assets or technologies. We could also choose to fund any acquisitions, at least partly, with new debt.

     During the six months ended June 30, 2002, we recorded a reduction in our current tax liability of $0.6 million representing the tax benefit 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 June 30, 2002, consolidated balance sheet. During this same time period we also recognized a $4.5 million reduction in additional

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paid-in-capital and an offsetting increase in our taxes payable resulting from amendments to 2001 taxable income subsequent to 2001 for some employees as they provided changes to their taxable transaction survey letters.

     We have $500 million principal amount of 2¼% Convertible Subordinated Notes, or 2¼% Convertible Notes, due 2006, outstanding at June 30, 2002. Interest on the 2¼% Convertible Notes is payable semi-annually on June 15th and December 15th. The 2¼% Convertible Notes were issued at 100% of principal value, and are convertible into 5.8 million shares of common stock at the option of any holder at any time at a price of $86.10 per share. The 2¼% Convertible Notes may be redeemed, in whole or in part, at our option on or after December 20, 2005 at 100% of the principal amount.

     We also have $172.5 million principal amount of 5½% Convertible Subordinated Notes, or 5½% Convertible Notes, due 2007, outstanding at June 30, 2002. Interest on the 5½% Convertible Notes is payable semi-annually on March 1st and September 1st. The 5½% Convertible Notes were issued at 100% of principal value and are convertible into 2.0 million shares of common stock at the option of the holder at any time at a price of $85.20 per share. The 5½% Convertible Notes may be redeemed, in whole or in part, at our option on or after March 1, 2003, at an initial premium of 103.143% of the principal amount. The premium declines annually to 100% of the principal amount of the notes at March 1, 2007.

     In the event of a change of control of the Company, the holders of the 2¼% Convertible Notes and the 5½% Convertible Notes each have the right to require us to repurchase all or a portion of their notes at a purchase price equal to 100% of the principal amount of the notes plus all accrued and unpaid interest.

     As of June 30, 2002, we had cash and cash equivalents of $744.9 million, short-term investments of $48.8 million, long-term investments of $320.1 million and working capital of $902.3 million, excluding restricted cash and investments. Our funds are currently invested in overnight money market accounts, time deposits, commercial paper, demand notes, corporate bonds, municipal notes and bonds, U.S. treasury obligations and government agency notes. As of June 30, 2002, foreign subsidiaries in Brazil, Japan and New Zealand 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 $5.3 million, of which $0.2 million was outstanding at June 30, 2002.

     We expect that our current cash and cash equivalents, short-term and long-term investments, 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, future stock or note repurchases, scientific progress in our research and development programs and 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.

CRITICAL ACCOUNTING POLICIES

     Accounting for Business Combinations. Since August of 1999, we have acquired three companies that have been accounted for under the pooling of interests method of accounting. To qualify for the pooling of interests method, criteria relating to the attributes of the combining companies prior to the combination, the manner of combining the companies and the absence of certain planned transactions after the combination must be met. Under the pooling of interests method, the value of the assets and liabilities of the combined companies are carried forward at their recorded amounts, and the reported income for all periods prior to the combination are combined and restated as if the combination had occurred at the beginning of the period presented.

     If the criteria for pooling of interests accounting treatment are not met, then the purchase method of accounting would be applied. Under the purchase method of accounting all assets and liabilities acquired are recorded at their fair values at the date of the acquisition and results of operations are included in the consolidated financial statements from the date of acquisition. If we were to account for these three acquisitions under the purchase method of accounting rather than the pooling of interests method of accounting, it would result in materially different reported results. A reconciliation of previously reported results by these three companies to the amounts reported in our consolidated financial statements is provided in Note 2 of our notes to consolidated financial statements included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 11, 2002.

     Revenue Recognition. We derive our revenue from the sale of our products, services and technology. We recognize revenue from product sales upon transfer of title to the product, which generally occurs upon shipment to the customer. We generally ship to our customers FOB shipping point. In cases where customers order and pay for large batches of cell culture products and request that we store a portion of the batch for them, we record any material up-front payments as deferred revenue in accrued expenses and other current liabilities in the consolidated balance sheets and recognize revenue upon shipment of the product to the customer. The Securities and Exchange

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Commission’s Staff Accounting Bulletin No. 101, “Revenue Recognition,” or SAB 101, provides guidance on the application of generally accepted accounting principles to selected revenue recognition issues. We believe that our revenue recognition policy is consistent with this guidance and in accordance with generally accepted accounting principles. If our shipping policies, including the point of title transfer, were to change, materially different reported results would be likely.

     We recognize royalty revenue when the amounts are determinable, which is generally when we receive the cash payment. We are able to recognize minimum required payments on an accrual basis as they are determinable under contract. However, since we are not able to forecast product sales by licensees, royalty payments that are based on product sales by the licensees are not determinable until the licensee has completed their computation of the royalties due and remitted their cash payment to us. Should information on licensee product sales become available so as to enable us to recognize royalty revenue on an accrual basis, materially different revenues and results of operations could occur.

     Where we receive a one-time up front license fee, even though it may be non-refundable, we generally record the payment as deferred revenue and amortize it into revenue over the life of the licensing contract. The portion of the up-front fee that we defer or recognize is dependant on the terms of the agreement and the facts and circumstances specific to the contract, which include: our ongoing involvement and provision of services or product, milestones, the current market rate for royalties, our historical royalty rates imposed on similar licensing contracts, specific facts involved in the negotiation of the contract, and “buy-downs” on annual royalty rates.

     Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base these estimates and assumptions upon historical experience and existing, known circumstances. Actual results could differ from those estimates. Specifically, management must make estimates in the following areas:

• Allowance for doubtful accounts. We provide a reserve against our receivables for estimated losses that may result from our customers’ inability to pay. We determine the amount of the reserve by analyzing known uncollectible accounts, aged receivables, economic conditions in the customers’ country or industry, historical losses and our customers’ credit-worthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off against this reserve. To minimize the likelihood of uncollectibility, customers’ credit-worthiness is reviewed periodically based on external credit reporting services and our experience with the account and adjusted accordingly. Should a customer’s account become past due, we generally place a hold on the account and discontinue further shipments to that customer, minimizing further risk of loss. Additionally, our policy is to fully reserve for all accounts with aged balances greater than one year. The likelihood of a material loss on an uncollectible account would be mainly dependent on deterioration in the overall economic conditions in a particular country or environment. Reserves are fully provided for all expected or probable losses of this nature. Gross trade accounts receivables totaled $108.6 million and the allowance for doubtful accounts was $5.7 million at June 30, 2002.

• Inventory adjustments. Inventories are stated at lower of cost or market. We review the components of our inventory on a regular basis for excess, obsolete and impaired inventory based on estimated future usage and sales. Stock levels in excess of one year’s expectation of usage or sales are fully reserved. The likelihood of any material inventory write-down is dependent on customer demand, competitive conditions or new product introductions by us or our customers that vary from our current expectations. Inventories were stated at $86.1 million at June 30, 2002.

• Valuation of goodwill. In 2002, Statement of Financial Accounting Standards No. 142, or SFAS No. 142, “Goodwill and Other Intangible Assets” became effective and as a result, we ceased amortization of goodwill. In lieu of amortization, we are required to perform an annual review for impairment. Goodwill is considered to be impaired if we determine that the carrying value of the reporting unit exceeds its fair value. In addition to the annual review, an interim review is required if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include:

      o A significant adverse change in legal factors or in the business climate

      o An adverse action or assessment by a regulator

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      o Unanticipated competition

      o A loss of key personnel

      o A more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of

      o The testing for recoverability under Statement 144 of a significant asset group within a reporting unit

      o Recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.

	With the adoption of SFAS No. 142, we performed an initial review for impairment of our goodwill as of January 1, 2002 and have determined that no impairment existed at that date. SFAS No. 142 also requires periodic evaluations for impairment of goodwill balances. We expect to complete our annual evaluation for impairment of goodwill during the fourth quarter of each year. Assessing the impairment of goodwill requires us to make assumptions and judgments regarding the fair value of the net assets of our reporting units. Additionally, since our reporting units share the majority of our assets, we must make assumptions and estimates in allocating the carrying value as well as the fair value of net assets to each reporting unit.
	We cannot assure you that when we complete our annual or other periodic review for impairment of goodwill that a material impairment charge will not be recorded. Goodwill totaled $753.9 million at June 30, 2002.
•	Valuation of intangible and other long-lived assets. We periodically assess the impairment of intangible and other long-lived assets which require us to make assumptions and judgments regarding the carrying value of these assets. The assets are considered to be impaired if we determine that the carrying value may not be recoverable based upon our assessment of the following events or changes in circumstances:

      o the asset’s ability to continue to generate income from operations and positive cash flow in future periods;

      o any volatility or significant decline in our stock price and market capitalization compared to our net book value;

      o loss of legal ownership or title to the asset;

      o significant changes in our strategic business objectives and utilization of the asset(s); or

      o the impact of significant negative industry or economic trends

If the assets are considered to be impaired, the impairment we recognize is the amount by which the carrying value of the assets exceeds the fair value of the assets. In addition, we base the useful lives and related amortization or depreciation expense on our estimate of the period that the assets will generate revenues or otherwise be used by us. If a change were to occur in any of the above-mentioned factors or estimates, the likelihood of a material change in our reported results would increase. At June 30, 2002, the net book value of identifiable intangible assets that are subject to amortization totaled $367.3 million, the net book value of unamortized identifiable intangible assets with indefinite lives totaled $7.5 million and the net book value of property, plant and equipment totaled $132.4 million.

•

Accrued merger and restructuring related costs. To the extent that exact amounts are not determinable, we have estimated amounts for direct costs of our acquisitions, merger-related expenses and liabilities related to our business combinations and restructurings in accordance with the Emerging Issues Task Force, or EITF, Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring),” and EITF Issue 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” Our accrued merger and restructuring related costs were $11.9 million at June 30, 2002 and we expect to incur an additional $0.4 million during the third quarter of 2002 for the closure of our Alabama operations, which will be accrued for or recognized in the statement of operations in accordance with the recognition criteria of EITF 94-3. Materially different reported results would be likely if any of the estimated costs or expenses were different from our estimations or if the approach, timing and extent of the restructuring plans adopted by management were different.

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• Litigation reserves. Estimated amounts for claims that are probable and can be reasonably estimated are recorded as liabilities in the consolidated balance sheets. The likelihood of a material change in these estimated reserves would be dependent on new claims as they may arise and the favorable or unfavorable outcome of the particular litigation. Both the amount and range of loss on the remaining pending litigation is uncertain. As such, we are unable to make a reasonable estimate of the liability that could result from unfavorable outcomes in litigation. As additional information becomes available, we will assess the potential liability related to our pending litigation and revise our estimates. Such revisions in our estimates of the potential liability could materially impact our results of operation and financial position.

• Insurance, environmental and divestiture reserves. We maintain self-insurance reserves to cover potential property, casualty and workers’ compensation exposures from certain former business operations of Dexter. These reserves are based on actuarially determined loss probabilities and take into account loss history as well as actuarial projections based on industry statistics. We also maintain environmental reserves to cover estimated costs for certain environmental exposures assumed in the merger with Dexter. The environmental reserves, which are not discounted, are determined by management based upon currently available information. Divestiture reserves are maintained for known claims and warranties assumed in the merger with Dexter. The warranty reserves are based on management estimates that consider historical claims. As actual losses and claims become known to us, we may need to make a material change in our estimated reserves which could also materially impact our results of operations. Our insurance, environmental and divestiture reserves were $11.5 million at June 30, 2002.

• Benefit and pension plans. We sponsor and manage several retirement and health plans for employees and former employees. Accounting and reporting for the pension plans requires the use of assumptions for discount rates, expected returns on plan assets and rates of compensation increase that are used by our actuaries to determine our liabilities and annual expenses for these plans in addition to the value of the plan assets included in our consolidated balance sheets. Our actuaries also rely on assumptions, such as mortality rates, in preparing their estimates for us. The likelihood of materially different valuations for assets, liabilities or expenses, would depend on interest rates, investment returns or actuarial assumptions that are different from our current expectations.

• Valuation of deferred income taxes. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The likelihood of a material change in our expected realization of these assets depends on future taxable income, our ability to deduct tax loss carryforwards against future taxable income, the effectiveness of our tax planning and strategies among the various tax jurisdictions in which we operate, changes in the deductibility of interest paid on our convertible subordinated debt and any significant changes in the tax treatment received on our business combinations.

• Segment Information. We provide segment financial information and results for our Molecular Biology and Cell Culture segments based on the segregation of revenues and expenses used for management’s assessment of operating performance and operating decisions. Expenses shared by the segments require the use of judgments and estimates in determining the allocation of expenses to the two segments. Different assumptions or allocation methods could result in materially different results by segment. Also, we do not currently segregate assets by segment as a significant portion of our total assets are intangible assets and cash and cash equivalents which we do not assign to our two operating segments. We are evaluating the feasibility and usefulness of assigning our other assets to the Molecular Biology and Cell Culture segments and may report assets by segment in the future. We also do not report product line information as it would be impracticable to do so.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board issued Statement No. 141, or SFAS No. 141, “Business Combinations,” and Statement No. 142, or SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 addresses the accounting for acquisitions of businesses and is effective for acquisitions occurring on or after July 1, 2001. SFAS No. 142 addresses the method of identifying and measuring goodwill and other intangible assets acquired in a business combination, eliminates further amortization of goodwill, and requires periodic evaluations of impairment of goodwill balances. In addition, the useful lives of recognized intangible assets acquired in transactions completed before July 1, 2001 are to be reassessed and the remaining amortization periods adjusted accordingly. SFAS No. 142 is effective January 1, 2002.

     The net book value assigned to the assembled workforce intangible at December 31, 2001, which totaled $33.4 million, has been reclassified and reported as goodwill and is no longer amortized beginning January 1, 2002.

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Additionally, the net book value of the purchased tradenames and trademarks assigned to the GIBCO tradename, which totaled $7.5 million at December 31, 2001, is no longer amortized beginning January 1, 2002, in accordance with SFAS No. 142, due to its indefinite life. Based on the current values assigned to goodwill, assembled workforce and the GIBCO tradename, we expect that the elimination of goodwill amortization and indefinite-lived intangible asset amortization will have a positive impact on reported net income for the year ended December 31, 2002 of approximately $179.2 million, net of tax. During the second quarter of 2002, we completed the impairment test of goodwill and indefinite-lived intangible assets as of January 1, 2002 as required by SFAS No. 142. We have determined that no impairment of the carrying values of goodwill and indefinite-lived intangible assets existed at January 1, 2002, the date of adoption. SFAS No. 142 also requires periodic evaluations for impairment of goodwill and indefinite-lived intangible asset balances. We expect to complete our annual evaluation for impairment during the three months ending December 31, 2002. We cannot assure you that at the time the review is completed a material impairment charge will not be recorded.

     In October 2001, the Financial Accounting Standards Board issued Statement No. 144, or SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 replaces Statement No. 121 and provisions of APB Opinion No. 30 for the disposal of segments of a business and is effective for fiscal years beginning after December 15, 2001. The statement creates one accounting model, based on the framework established in Statement No. 121, to be applied to all long-lived assets including discontinued operations. SFAS No. 144 is effective January 1, 2002. We have determined that there is no material impact of this Statement on our consolidated financial statements.

FOREIGN CURRENCY TRANSLATION

     We translate the financial statements of our non-U.S. operations into U.S. dollars for consolidation using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Net gains or losses resulting from the translation of foreign financial statements, the effect of exchange rate changes on intercompany receivables and payables of a long-term investment nature, and net exchange rate gains and losses on the value of financial contracts entered into that hedge the value of these long-term intercompany receivables and payables 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.

     Changes in foreign currency exchange rates can affect our reported results of operations, which are reported in U.S. dollars. Based on the foreign currency rate in effect at the time of the translation of our non-U.S. results of operations into U.S. dollars, reported results could be different from prior periods even if the same amount and mix of our products were sold at the same local prices during the two periods. This will affect our reported results of operations, and also makes the comparison of our business performance in two periods more difficult. For example, our revenues for the six months ended June 30, 2002 were $324.2 million using applicable foreign currency exchange rates for that period. However, applying the foreign currency exchange rates in effect during the six months ended June 30, 2001 to our non-U.S. revenues for 2002 results in revenues of $326.9 million. Therefore, as a result of the change in the applicable foreign currency exchange rates, our 2002 revenues reported in U.S. dollars were negatively affected by $2.7 million. These changes in currency exchange rates have affected, and will continue to affect our reported results, including our revenues, revenue growth rates, gross margins, income and losses as well as assets and liabilities. To assist investors with the comparisons of our underlying business between currently reported periods, we have provided our revenue and growth rate results on a foreign currency comparable basis.

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. We often, but not always, make these statements through the use of words or phrases such as “believe,” “anticipate,” “should,” “intend,” “plan,” “may,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “continue,” “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 and Form 10-K/A, filed with the Securities and Exchange Commission on March 11, 2002 and April 5, 2002, respectively. These risk factors identify important matters 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, and therefore, you should not unduly rely on any

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such forward-looking statements. Further, any forward-looking statement applies only as of the date on which it is made. We do not undertake any obligation to update any forward-looking statement 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 the factors that 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

Risks Related to the Growth of Our Business

Failure to manage growth could impair our business.

     Our business has grown rapidly. Our net revenues increased from $55.3 million in 1997 to $629.3 million in 2001. During that same period we significantly expanded our operations in the United States, Europe and Asia-Pacific. The number of our employees increased from 272 at December 31, 1996, to 2,726 at December 31, 2001.

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

• research and product development programs;

• sales and marketing programs;

• manufacturing operations at an appropriate capacity;

• customer support programs;

• operational and financial control systems; and

• recruiting and training programs.

     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 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 efficiently manufacturing our products or managing such expenses there could be an adverse impact on our earnings.

     Our merger with Life Technologies has required substantial investments in operations, product research and development, administration and sales and marketing. These are significant expenses. Our failure to manage successfully and coordinate the growth of the combined company could have an adverse impact on our revenues and profits.

Failure to integrate successfully Life Technologies, Research Genetics and other companies into our operations could reduce our revenues and profits.

     We merged with Life Technologies on September 14, 2000. In addition, since the beginning of 2000, we have acquired Dexter Corporation, Research Genetics, Inc. and Ethrog Biotechnologies, Ltd. Our integration of the operations of Life Technologies and these previously-acquired companies will continue to require significant efforts, including the coordination of research and development and sales and marketing efforts. We may find it difficult to integrate fully the operations of these acquired companies. A significant number of employees from these acquired companies have left us or we have terminated their employment, and others may leave or have their employment terminated during the continuing integration. Some of these employees had change in control agreements pursuant to which we have made significant lump sum cash payments. We have entered into Retention and Settlement Agreements with some of these employees that will require us to make significant lump sum cash payments during the third quarter of 2002 and 2004, provided the employees continue to be employed at such time and satisfy other requirements of the agreements.

     We recently completed the closure of our facility in Huntsville, Alabama and are working to integrate those operations into our operations in Carlsbad, California, Frederick, Maryland and Grand Island, New York. There will be additional expenses related to the reorganization of our Huntsville operations, which will require us to make additional severance or other payments, could result in significant write offs of assets, and could result in litigation.

     Our U.S. headquarters and pre-merger operations are located in Carlsbad, California. As a result of our mergers, we have operations in Frederick, Maryland; and Grand Island, New York; as well as locations throughout Europe and Asia-Pacific. Because our facilities are physically separated and we are relocating certain facilities, it may be difficult for us to communicate effectively with, manage and integrate these employees and operations with the rest of our company. Such difficulties could seriously damage our operations and consequently our financial results.

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     A number of factors could affect our ability to realize the full value of the businesses we have acquired, including:

• our ability to maintain customer loyalty and product orders with the product lines and sales and marketing practices of the combined company, including price increases, which may differ significantly from the historical practices a customer experienced;

• the ability of the combined company to increase sales of businesses’ products; and

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

     Even if we are able to integrate our acquired operations, we cannot assure you that we will achieve synergies from the combined operations. Our stock price could suffer if the market developed a perception that we had not achieved the maximum benefit from an acquired business or that an acquisition we completed was not successful.

Risks Related to Our Sales

Competition in the life sciences research market, and/or a reduction in demand for our products, 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.

     In addition, demand for our products may weaken, and cause a material adverse effect on our financial condition. For example, revenue growth from oligonucleotides slowed in the fourth quarter of 2001, compared to the fourth quarter of 2000, and continued to show weakness in the first half of 2002. Likewise, reported revenue from custom services declined in the fourth quarter of 2001, and continued to show weakness in the first half of 2002.

     The markets for certain of our products, such as electrophoresis products, custom primers, amplification products, and fetal bovine serum, are also subject to specific competitive risks. These markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. Our competitors may lower prices on these or other products in the future and we may, in certain cases, respond by lowering our prices. This 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 potential 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.

Reduction in research and development budgets and government funding may affect sales.

     Our customers include researchers at pharmaceutical and biotechnology companies, academic institutions, government laboratories and private foundations. 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, government laboratories or private foundations.

     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 at academic institutions, government laboratories and private foundations whose funding is dependent upon grants from government agencies such as the U.S. National Institutes of Health, or the 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.

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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.

Our customers may force us to use more expensive marketing and distribution channels.

     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, which could have an adverse impact on our business, financial condition and results of operations. Our pricing flexibility could particularly be affected with respect to electrophoresis products, custom oligonucleotides, amplification products, and fetal bovine serum.

Risks Related to the Development and Manufacturing of Our Products

Our market share depends on new product introductions and acceptance.

     The market for certain of our products and services is only about 15 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. We spend significant resources on internal research and development as well as on technology developed elsewhere to support our effort to develop and introduce new products. To the extent that we fail to introduce new and innovative products, we could fail to obtain an adequate return on these investments and could lose market share to our competitors, which would 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 we have experienced, and we are 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 as compared to competitive products;

• the timing of introduction of the product as compared 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.

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

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continue to be critical to our ability to offer new products. Significant portions 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 that 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 cannot assure you that we will be able to negotiate licenses to such technologies on favorable terms, or at all.

     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 acceptable terms, or at all.

Loss of licenses could hurt our performance.

     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 these products and possibly other 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 these and other products.

     Our licenses typically subject us to various economic and commercialization obligations. If we fail to comply with these obligations 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, or a third party could obtain a patent that curtails our freedom to operate under one or more licenses. We typically do not receive indemnification from a licensor against third-party claims of intellectual property infringement.

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. Manufacturing problems may occur with these and other outside sources. If such problems occur, we cannot assure you that we will be able to manufacture our products profitably or on time.

Violation of government regulations or voluntary quality programs could result in loss of sales and customers and additional expense to attain compliance.

     Certain cell culture products that our Cell Culture segment manufactures are Class I devices and are labeled for in vitro diagnostic use. A second group of products are considered Class II devices and are currently labeled for the ex vivo activation of lymphocytes. As such, we must register with the FDA as a medical device manufacturer and comply with the Quality System Regulation (formerly known as current good manufacturing practice, or GMP). The Class II device requires a submission to the FDA. As a registered medical device manufacturer, we must also comply with other regulations such as regulations relating to Medical Device Reporting and Labeling. Failure to comply with these regulations can lead to sanctions by the FDA such as written observations made following inspections, warning letters, product recalls, fines, product seizures and consent decrees. If the FDA were to take such actions, the FDA’s observations, warnings, etc. would be available to the public. Such publicity 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 GMP requirements. We could lose sales and customers, and incur products liability claims, if these products do not meet GMP requirements.

     ISO 9001 is an internationally recognized voluntary quality standard that requires compliance with a variety of quality requirements somewhat similar to the GMP requirements. The operations of our Cell Culture segment 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.

     If we violate a government mandated or voluntary quality program, we may incur additional expense to comply with the government mandated or voluntary standards. That expense may be material, and we may not have

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anticipated that expense in our financial forecasts. Our financial results could suffer as a result of these increased expenses.

Risks Related to Our Intellectual Property

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 provide our customers the right to use our products 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 manner. We have incurred substantial costs, and are currently incurring substantial costs, in enforcing our intellectual property rights, primarily relating to H minus reverse transcriptase, which is the basis for our Superscript^TM and related product lines, and we expect to incur such costs in the future for Superscript and other technologies.

     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, defend our right to use such technology in court or pay license fees. 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. Additionally, if our products are found to infringe a third party’s intellectual property, we may be required to pay damages for past infringement, and lose the ability to sell certain products or receive licensing revenues.

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 litigation and 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 that 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. We may not be able to resolve these types of claims successfully in the future.

     We are currently enforcing our intellectual property rights through patent litigation in several court actions. We have incurred substantial costs, and are currently incurring substantial costs, in enforcing our intellectual property rights, primarily relating to H minus reverse transcriptase, which is the basis for our Superscript™ and related product lines and we expect to incur such costs in the future for Superscript and other technologies. 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 we do not prevail in our pending patent litigation relating to H minus reverse transcriptase, we may be unable to prevent third parties from using this technology in the commercial marketplace. This could cause a material adverse effect on our business.

Risks Related to Our Operations

Litigation may harm our business or otherwise distract our management.

     Substantial, complex or extended litigation could cause us to incur large expenditures and distract 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 such disputes out of court or on terms favorable to us.

     In particular, in acquiring Dexter, we assumed certain of Dexter’s liabilities, ongoing disputes and litigation. These include personal injury, workers’ compensation, automobile, environmental, warranty and product liabilities

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claims, among others. Unexpected results could cause our financial exposure in these matters to exceed stated reserves and insurance, requiring us to allocate additional funds and other resources to address these liabilities.

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. In addition, some of our manufacturing positions are highly technical as well. We face intense competition for these professionals from our competitors, customers, marketing partners and other 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 implemented during the course of integrating former Life Technologies and Research Genetics facilities into our other operations have caused some of our key personnel, including those in research and development, to leave us. In 2001 we sold the headquarters of Life Technologies in Rockville, Maryland and have relocated the operations conducted there to our other facilities. A significant number of our employees have either had their employment terminated or have chosen to terminate their employment rather than relocate. If we were to lose a sufficient number of our key employees, including research and development scientists, and were unable to replace them or satisfy our needs for research and development through outsourcing, it could seriously damage our business.

We have a significant amount of debt that could adversely affect our financial condition.

     In March 2000, we sold $172.5 million of convertible notes to qualified institutional buyers, and in December 2001, we sold an additional $500 million of convertible notes. As a result of these offerings, 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 notes, including from cash and cash equivalents on hand, we will be in default under the terms of the loan agreements, or indentures, which could, in turn, cause defaults under our other existing and future debt obligations. Our issuance of the notes also could have a negative effect on our earnings per share, depending on the rate of interest we earn on cash balances, and on our ability to make favorable acquisitions using the proceeds from the notes.

     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;

• 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 anti-takeover defense provisions may deter potential acquirers and may depress our stock price.

     Certain provisions of our certificate of incorporation, by-laws and Delaware law, as well as certain agreements we have with our executives, could be used by our incumbent management to make it substantially more difficult for a third party to acquire control of us. These provisions include the following:

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

• we have adopted a stock purchase rights plan (a “poison pill”);

• we have a classified Board of Directors;

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

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

• cumulative voting is not allowed;

• we require advance notice for nomination of directors and for stockholder proposals; and

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• a number of our executives have agreements with us that entitle them to payments in certain circumstances following a change in control.

     These provisions may discourage certain types of transactions involving an actual or potential change in control. These provisions may also limit our stockholders’ ability to approve transactions that they may deem to be in their best interests and discourage transactions in which our stockholders might otherwise receive a premium for their shares over the then current market price.

Risks Related to Our International Operations

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 45% of our product revenues in 2001, 39% of our product revenues in 2000 and 33% in 1999. 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:

• foreign currencies we receive for sales outside the U.S. could be subject to unfavorable exchange rates with the U.S. dollar and reduce the amount of revenue that we recognize;

• 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;

• 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.

     In addition, the value of certain currencies, including the Japanese Yen and the Euro, declined against the U.S. dollar early in 2002. Although these currencies have made recent gains compared to the U.S. dollar, if these currencies return to their previous levels during the remainder of 2002, revenue reported in U.S. dollars on sales made in these currencies will decrease and could result in a negative impact on our revenue for 2002.

     The Asia-Pacific region, Europe, and South America, including in particular, Argentina, continue to experience somewhat unsteady economic conditions and there has been significant devaluation in currencies in some countries. The economic situation in these regions has resulted and may, in the future, result in slower payments of outstanding receivable balances. Our business could be damaged by weakness in the economies and currencies in these regions.

Our business was detrimentally affected by the effects of the terrorist attacks on the United States on September 11, 2001, and we remain vulnerable to the effects of similar types of attacks in the future.

     The terrorist attacks of September 11, 2001 had an adverse impact on our business because of the resulting interference with the delivery of our products. Disruptions in air transportation affected delivery of many of our products and caused a reduction in our revenue for the third quarter of 2001. Any further occurrence of similar events in the United States or elsewhere, including terrorist acts relating to biological weapons, could result in an

34

adverse effect on our business and revenue. Additionally, as the government continues to allocate funds to address issues of homeland security and continued military operations overseas, any shift of government spending away from funding of life sciences research and development may cause our customers to delay or forego purchases of our products, which would have a negative impact on our business.

Risks Related to the Market for Our Securities

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;

• 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 and prices;

• competitive product introductions;

• currency rate fluctuations;

• changes in customer research budgets that 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.

Risks Related to Environmental Issues

Incidents related to hazardous materials could adversely affect our business.

35

     Portions of our operations require the controlled use of hazardous and radioactive materials. The use of these materials inherently carries with it the risk of accidental contamination of property or injury to individuals from these materials. In the event of such an incident, we could be liable for any damages that result, which could adversely affect our business.

     Additionally, any incident could partially or completely shut down our research and manufacturing facilities and operations.

     We generate waste that must be transported to approved storage, treatment and disposal facilities. The transportation and disposal of such waste are required to meet applicable state and federal statutes and regulations. The storage, treatment and 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 storage, treatment and disposal facilities are inadequate 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. This may require us to allocate additional funds and other resources to address our 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 that is limited in scope and amount. We cannot assure you, however, that we will be able to maintain this insurance at a 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.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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

     Foreign Currency Transactions. We have operations in Europe, Asia-Pacific and the Americas. As a result, our financial position, results of operations and cash flows can be affected by fluctuations in foreign currency exchange rates. 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 and payables that are denominated in currencies other than the entity’s functional currency. The value of these receivables and payables is subject to changes in exchange rates as they may be worth more or less than they were worth at the time we entered into the transaction. Both realized and unrealized gains or losses in the value of these receivables and payables are included in the determination of net income. Realized and unrealized gains or losses on the value of financial contracts entered into to hedge the value of these receivables and payables are also included in the determination of net income. Net currency exchange losses recognized on business transactions, net of hedging transactions, were $0.2 million and $1.0 million for the three and six months ended June 30, 2002, respectively, and $0.2 million and $0.8 million for the same periods in 2001, respectively, and are included in the consolidated statements of operations.

     Our currency exposures vary, but are primarily concentrated in the Euro, British Pound sterling, New Zealand dollar, Australian dollar and Japanese Yen. We currently use foreign currency forward contracts to mitigate foreign currency risk on non-functional currency receivables and payables. At June 30, 2002, we had $20.9 million in foreign currency forward contracts outstanding to hedge currency risk on specific receivables and payables. These contracts, which settle on various dates through September 2002, effectively fix the exchange rate at which these specific receivables and payables will be settled in, so that gains or losses on the forward contracts offset the losses or gains from changes in the value of the underlying receivables and payables. We currently do not enter into financial contracts to hedge foreign currency exchange risk on anticipated or forecasted transactions.

     Commodity Prices. 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 our procurement and sales practices.

     Interest Rates. Our investment portfolio is maintained in accordance with our investment policy that defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. The fair value of our cash equivalents and marketable securities are subject to change as a result of potential changes in market interest rates. We do not utilize financial contracts to manage our exposure to changes in interest rates. As of June 30, 2002, our cash equivalents and short-term investments were invested primarily in securities with maturities

36

of less than three months and, as a result, the fair value of these securities approximated carrying value due to their short-term nature. The fair value of our long-term investments, however, is subject to change as a result of potential changes in market interest rates. At June 30, 2002, the fair value of our long-term investments did not differ materially from carrying value.

     It is currently our intent to hold all of our cash equivalents and marketable securities until maturity, and, accordingly, their carrying values are not adjusted for changes in fair value. Thus, any potential changes in fair value due to changes in interest rates would not affect our financial position or results of operations. We would, however, be at risk for lower earnings should interest rates decline.

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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 May 23, 2002.
(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
	Total Votes for		Withheld from Each
	Each Director		Director		Term Expires
Balakrishnan S. Iyer		45,497,642		675,644		2005
William J. Mercer		45,738,273		435,013		2005
Jay M. Short		45,737,170		436,116		2005
David E. McCarty		45,738,898		434,388		2004

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

	Term
	Expires
Lyle C. Turner, Chairman		2003
Raymond V. Dittamore		2004
James R. Glynn		2003
Donald W. Grimm		2003
Bradley G. Lorimier		2004

	PROPOSAL II. A proposal to amend the Invitrogen Corporation 1997 Stock Option Plan to increase by 5,000,000 shares the maximum number of shares of the Company’s common stock that may be issued under the Plan and to reserve such number of shares for issuance under the Plan was approved by 28,596,823 affirmative votes vs. 9,966,787 negative votes vs. 7,609,676 abstentions and broker non-votes.
	PROPOSAL III. A proposal to amend the 1998 Employee Stock Purchase Plan to increase by 300,000 shares the maximum number of shares of the Company’s common stock that may be issued under the Employee Stock Purchase Plan and to reserve such number of shares for issuance under the Employee Stock Purchase Plan was approved by 37,861,334 affirmative votes vs. 708,699 negative votes vs. 7,603,253 abstentions and broker non-votes.
	PROPOSAL IV. A proposal to ratify the appointment of Ernst & Young LLP as the independent accountants of the Company for the year ending December 31, 2002 was approved by 44,904,533 affirmative votes vs. 1,252,444 negative votes vs. 16,309 abstentions and broker non-votes.
(d)	Not applicable.

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Item 5. Other Information

     Not applicable.

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits: For a list of exhibits filed with this quarterly report, refer to the Index to Exhibits beginning on page 411.
(b)	The following reports on Forms 8-K were filed during the quarter ended June 30, 2002:
	1)   None.

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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:	August 12, 2002	By:	/s/    C. Eric Winzer
			C. Eric Winzer Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

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INDEX TO EXHIBITS

(In our Annual Report on Form 10-K for the Year Ended December 31, 2001, we numbered sequentially all of the Material Contracts that we had filed as of March 11, 2002. We have continued to number additional Material Contracts sequentially for ease of reference.)

EXHIBIT
NUMBER	DESCRIPTION OF DOCUMENT
2.1	Agreement and Plan of Merger, by and between Invitrogen and Life Technologies, Inc., dated July 7, 2000.(1)
2.2	Agreement and Plan of Merger, by and between Invitrogen and Dexter Corporation, dated July 7, 2000.(1)
3.1	Restated Certificate of Incorporation of Invitrogen, as amended.(2)
3.2	Amended and Restated Bylaws of Invitrogen.(3)
3.3	Certificate of Correction to the Restated Certificate of Incorporation of Invitrogen, dated February 21, 2001.(4)
3.4	Certificate of Designation, Preferences and Rights of the Terms of the Series B Preferred Stock, dated March 27, 2001.(4)
4.1	Specimen Common Stock Certificate.(5)
4.2	5½% Convertible Subordinated Notes Due 2007, Registration Rights Agreement, by and among Invitrogen, and Donaldson, Lufkin & Jenrette Securities Corporation et al., as Initial Purchasers, dated March 1, 2000.(6)
4.3	Indenture, by and between Invitrogen and State Street Bank and Trust Company of California, N.A., dated March 1, 2000.(6)
4.4	2¼% Convertible Subordinated Notes due 2006, Registration Rights Agreement, by and among Invitrogen and Credit Suisse First Boston Corporation et al., as Initial Purchasers, dated December 11, 2001.(7)
4.5	Indenture, by and between Invitrogen and State Street Bank and Trust Company of California, N.A. and Table of Contents of Indenture, including Cross-Reference Table to the Trust Indenture Act of 1989, dated December 11, 2001.(7)
10.1	License Agreement, by and between Molecular Chimerics Corporation and Invitrogen, dated May 10, 1990.(5)
10.2	Purchase Agreement, by and between Cayla and Invitrogen, as amended, effective as of July 1, 1994.(5)
10.3	1995 Invitrogen Stock Option Plan.(5)
10.4	1996 Novel Experimental Technology Stock Option/Stock Issuance Plan.(8)
10.5	1997 Invitrogen Stock Option Plan, as amended, and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement thereunder.(9)
10.6	License Agreement, by and between Sloan-Kettering Institute for Cancer Research and Invitrogen, dated January 22, 1997.(5)
10.8	Novel Experimental Technology Employee Stock Ownership Plan and Trust Agreement, as amended, effective as of April 1, 1997.(10)
10.10	Stock Purchase Agreement, by and among Invitrogen and MorphaGen, Inc., a Delaware Corporation, dated November 3, 1998.(5)
10.11	1998 Novel Experimental Technology Stock Option/Stock Issuance Plan.(8)
10.12	1998 Invitrogen Employee Stock Purchase Plan, as amended, and form of subscription agreement thereunder.(1)
10.13	Patent License Agreement, by and among F. Hoffmann-La Roche Ltd., Roche Molecular Systems, Inc. and Invitrogen, effective as of July 1, 1998.(5)
10.14	Assignment of Intellectual Property Conditional On Payment, by and between Molecular Biology Resources and Invitrogen, dated May 31, 1999.(11)
10.15	Agreement and Plan of Merger, by and among Invitrogen, INVO Merger Corporation and NOVEX, dated June 14, 1999.(11)

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10.16	Lease, by and between CalWest Industrial Properties, LLC, a California limited liability company, and Invitrogen, dated as of May 31, 2001.(7)
10.17	Lease, by and between Blackmore Signal Hill, a California Limited Partnership, and Invitrogen, dated October 7, 1999.(12)
10.18	Lease, by and between Blackmore Lot 99 Investment, a California Limited Partnership, and Invitrogen, dated December 20, 1999.(12)
10.20	Agreement and Plan of Merger, by and among Invitrogen, RG Merger Corporation and Research Genetics, Inc, dated February 1, 2000.(13)
10.21	5½% Convertible Subordinated Note Due 2007.(12)
10.22	5½% Convertible Subordinated Notes due 2007, Purchase Agreement, dated February 25, 2000.(12)
10.24	Contract of Sale, by and between Invitrogen and Human Genome Sciences, Inc., dated March 7, 2001.(4)
10.25	Indemnification Agreement, by and between Invitrogen and Thomas H. Adams, Ph.D., dated September 14, 2000.(12)
10.26	2¼% Convertible Subordinated Notes due 2006.(7)
10.27	2¼% Convertible Subordinated Notes due 2006, Purchase Agreement, dated December 11, 2001.(7)
10.28	Description of Non-Employee Director Compensation Arrangements, adopted April 26, 2001.(14)
10.29	Change in Control Agreement, by and between Invitrogen and Lyle C. Turner, dated June 1, 2001.(14)
10.30	Change in Control Agreement, by and between Invitrogen and James R. Glynn, dated June 1, 2001.(14)
10.31	Change in Control Agreement, by and between Invitrogen and Victor N. Nole, Jr., dated June 1, 2001.(14)
10.32	Change in Control Agreement, by and between Invitrogen and John D. Thompson, dated June 1, 2001.(14)
10.34	Rights Agreement, by and between Invitrogen and Fleet National Bank Rights Agent, dated February 27, 2001.(13)
10.35	2000 Nonstatutory Stock Option Plan, as amended and restated on July 19, 2001.(14)
10.36	Letter to Mr. Raymond Dittamore, regarding Non-Employee Director Compensation, dated November 5, 2001.(14)
10.37	Invitrogen 401(k), as amended and restated, effective as of January 1, 2002.(7)
10.38	Settlement and Retention Agreement, by and between Invitrogen and C. Eric Winzer, dated as of May 31, 2002.
10.39	Settlement and Retention Agreement, by and between Invitrogen and Daryl J. Faulkner, dated as of May 31, 2002.
10.40	Change in Control Agreement, by and between Invitrogen and Daryl J. Faulkner, dated as of May 31, 2002.
10.41	Change in Control Agreement, by and between Invitrogen and C. Eric Winzer, dated as of May 31, 2002.
10.42	Promotion and Relocation Letter, by and between Invitrogen and Daryl J. Faulkner, dated May 31, 2002.
10.43	Promotion and Relocation Letter, by and between Invitrogen and C. Eric Winzer, dated May 31, 2002.
10.44	Settlement and Retention Agreement, by and between Invitrogen and John A. Cottingham, dated as of June 7, 2002.
10.45	Change in Control Agreement, by and between Invitrogen and John A. Cottingham, dated as of June 7, 2002.
10.46	Form of Secured Promissory Note under Invitrogen’s Employee Relocation Guidelines.
10.47	Form of Deed of Trust with Assignment of Rents under Invitrogen’s Employee Relocation Guidelines.
10.48	Form of Addendum to Deed of Trust with Assignment of Rents under Invitrogen’s Employee Relocation Guidelines.
10.49	Form of Employee Relocation Guidelines under Invitrogen’s Employee Relocation Guidelines.
99.1	Certification of Chief Executive Officer.

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99.2 Certification of Chief Financial Officer.

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-4 (File No. 333-43674). Original 1998 Invitrogen Employee Stock Purchase Plan (“Plan”) and form of subscription agreement thereunder are incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-68665) and amendment to Plan is incorporated by reference to the Registrant’s Registration Statement on Form S-4 (File No. 333-43674).
(2)	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).
(3)	The Amended and Restated Bylaws are incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-68665). A further amendment to the Bylaws adopted by a Resolution of the Board of Directors dated July 19, 2001 is incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2001 (File No. 000-25317).
(4)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2001 (File No. 000-25317).
(5)	Incorporated by reference to Registrant’s Registration Statement on Form S-1 (File No. 333-68665).
(6)	Incorporated by reference to the Registrant’s Registration Statement on Form S-3 (File No. 333-37964).
(7)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2001 (File No. 000-25317), as amended.
(8)	Incorporated by reference to Registrant’s Registration Statement on Form S-1 (File No. 333-87085).
(9)	The Fifth Amendment is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2001 (File No. 000-25317), as amended. The 1997 Stock Option Plan is incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2001, (File No. 000-25317), and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement thereunder are incorporated by reference to the Registrant’s Registration Statement on Form S-4 (File No. 333-43674).
(10)	Incorporated by reference to Registrant’s Registration Statement on Form S-1/A (File No. 333-87085).
(11)	Incorporated by Reference Registrant’s Registration Statement on Form S-4 (File No. 333-82593).
(12)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the Year Ended December 31, 2000, (File No. 000-25317).
(13)	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 30, 2001 (File No. 000-25317).
(14)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2001 (File No. 000-25317).

43 EX-10.38 3 a83302exv10w38.txt EXHIBIT 10.38 EXHIBIT 10.38 SETTLEMENT AND RETENTION AGREEMENT This Settlement and Retention Agreement (the "Agreement") is entered into by and between C. Eric Winzer ("Executive") and Invitrogen Corporation, a Delaware Corporation ("Invitrogen" or the "Company") and is effective as of May 31, 2002 (the "Effective Date"). WHEREAS, Executive entered into a Change-in-Control Agreement dated February 13, 1997 with Life Technologies, Inc., which was amended on October 11, 2000 (the "Original CIC Agreement"); and WHEREAS, Life Technologies, Inc. was merged into Invitrogen in September 2000 under Delaware law, and Invitrogen thereby acquired all of the rights and obligations of Life Technologies, Inc. under the Original CIC Agreement; and WHEREAS, Executive is presently entitled to exercise certain rights under the Original CIC Agreement that would result in the termination of Executive's employment and require the Company to make a cash payment and provide other benefits to Executive; and WHEREAS, the Company would like to continue to employ Executive, and Executive would like to continue to be employed by the Company; and WHEREAS, the Company would like to reduce the incentive for Executive to terminate Executive's employment and provide an incentive for Executive to remain employed by the Company. NOW THEREFORE, in consideration of the promises, mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, agree as follows: 1. Settlement Payment. The Company agrees to provide a "Settlement Payment" to Executive, payable in two lump sum installments on the dates specified below (the "Payment Dates"), less applicable withholdings as required by law or regulation; provided, with respect to each installment, that Executive's employment is not terminated prior to the respective Payment Date for such installment by the Company for Cause (as defined below) or by Executive without Good Reason (as defined below):

Amount Date ------ ---- a. $201,188 October 1, 2002 b. $201,188 October 1, 2004

In the event Executive's employment terminates prior to one or both of the Payment Dates for any other reason, including but not limited to termination of Executive's employment by the Company without Cause, Executive's resignation for Good Reason, Executive's death or Disability (as defined below), any outstanding, unpaid portion of the Settlement Payment will become immediately due and payable to Executive, or his estate, as the case may be. 2. At-Will. Executive acknowledges that Executive continues to be employed by the Company as an at-will employee and that nothing in this Agreement is intended to or should be construed to contradict, modify or alter Executive's at-will employment status. 3. Definitions. a. Cause. For purposes of this Agreement, "Cause" shall mean: (i) Executive's willful and deliberate failure or refusal to perform Executive's job responsibilities and duties (as they existed or were assigned during the 90-day period immediately preceding the Effective Date or as revised thereafter by agreement of Executive and the Company), provided that Executive has been given written notice of and a 30-day opportunity to cure such non-performance; (ii) commission of an intentional act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's employment with the Company or its affiliated companies; (iii) causing intentional, wrongful damage to property of the Company or its affiliated companies; (iv) intentionally and wrongfully disclosing trade secrets or confidential information of the Company or its affiliated companies; or (v) participating, without the Company's express written consent, in the management of any business enterprise that engages in substantial and direct competition with the Company or its affiliated companies and any such act shall have been materially harmful to the Company or its affiliated companies. b. Good Reason. For purposes of this Agreement, "Good Reason" shall mean: i. a substantial diminution in Executive's position, authority, duties or responsibilities (as they existed or were assigned at any time during the 90-day period immediately preceding the Effective Date), excluding non-substantial changes in title or office and any isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Company within thirty (30) days of receiving written notice thereof from Executive; ii. any reduction or adverse change to Executive's compensation and benefits in place as of the Effective Date of the Agreement or granted to Executive by the Company thereafter, including, but not limited to, base salary, bonuses and any other incentive compensation plans or programs; savings and retirement plans or programs; health and welfare benefit plans, including, but not limited to, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans; and paid vacation, excluding any isolated, insubstantial and inadvertent failure not taken in bad faith that is remedied by the Company within thirty (30) days of receiving written notice thereof from Executive or any reduction that is made as part of, and is generally consistent with, a general reduction of senior executive compensation and benefits; iii. the relocation of Executive's principal place of work to an office or location more than fifty (50) miles from the location Executive was assigned to immediately prior to the Effective Date (provided, however, that relocation to Carlsbad, CA, shall not constitute Good Reason) or the Company substantially increases without the prior consent of the Executive the amount of time Executive is required to travel; and iv. any failure by any successor to the Company to comply with and satisfy Section 11, provided that such successor has received at least ten (10) days 2 prior written notice from the Company or Executive of the requirements of Section 11 of this Agreement. For the purposes of this Section 3(b), any good faith determination of "Good Reason" made by Executive shall be conclusive. c. Disability. The term "Disability" means Executive's inability to perform the essential functions of Executive's job due to a mental or physical condition, with or without reasonable accommodation. In no event will Executive's employment be terminated for Disability until 180 consecutive days has elapsed and Disability has been determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably). d. Date of Termination. The term "Date of Termination" means the date of receipt of the Notice of Termination (described below) or any later date specified therein, as the case may be; provided, however, that: (i) if Executive's employment is terminated by the Company without Cause the Date of Termination shall be the date the Company notifies the Executive of such termination; and (ii) if Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of Executive's death or the effective date of the Disability, as the case may be. 4. Notice of Termination. Any termination by the Company for Cause or resignation by Executive for Good Reason before October 1, 2004, shall be communicated by "Notice of Termination" to the other party in accordance with Section 13(b) of this Agreement. The "Notice of Termination" must be in writing and set forth: (a) the facts and circumstances, in reasonable detail, claimed to provide a basis for the termination with Cause or resignation for Good Reason; (b) if the Date of Termination is other than the date of receipt of such notice, the termination date (which shall be not more than thirty (30) days after the giving of such notice). Executive or the Company's failure to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive's or the Company's rights hereunder. 5. Independent Obligations. The Settlement Payment is in settlement of preexisting contractual claims and shall not: (a) be reduced by any severance received by Executive, or reduce any severance to be received by Executive, upon termination of employment under any severance plan, policy, agreement, or arrangement of the Company applicable to Executive or a group of employees of the Company including the Executive, whether or not any such severance received by Executive is payable as a result in whole or in part of a change in control of the Company prior to such termination of employment; (b) constitute "salary," "bonus," or "severance" for purposes of the New CIC Agreement (described at Section 12 below), and accordingly, shall not increase, decrease, or affect in any way the calculation of money payable or entitlement to other benefits pursuant to the New CIC Agreement; (c) be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against Executive or others; and (d) be subject to any requirement that Executive seek other employment or take any other action by way of mitigation, nor will it be offset or otherwise be reduced by reason of Executive's receipt of compensation from any source other than the Company. 3 6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program. In addition, nothing in this Agreement is intended to or should be construed to contradict, modify or alter the terms and conditions of that certain offer letter entered into by Executive and the Company on May 31, 2002 (the "Promotion and Relocation Letter"). The terms and conditions of Executive's employment shall continue to be governed by the Promotion and Relocation Letter except as expressly set forth herein. 7. Legal Fees. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses that Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"); provided that Executive's claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit. 8. Termination of Original CIC Agreement; Release. a. Termination of Original CIC Agreement. This Agreement terminates all rights and obligations of the Company and Executive under the Original CIC Agreement and supersedes any previous agreement between the Company and Executive, written or oral, to the extent such agreement relates to the subject matter hereof. b. General Release of All Claims. i. Executive fully and unconditionally releases and discharges all claims and causes of action that Executive or Executive's heirs, personal representatives, successors, or assigns ever had, now have, or hereafter may have against the Company, and any subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of the Company, past and present, as well as the Company's employees, officers, directors, agents, shareholders, successors and assigns (collectively, "Released Parties") on account of any claims and/or causes of action arising out of or relating to the Original CIC Agreement and any other document relating thereto or delivered in connection with the transactions contemplated thereby. ii. Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected or unsuspected arising out of or relating to the Original CIC Agreement and any other document relating thereto or delivered in connection with the 4 transactions contemplated thereby and, regardless of the adequacy or inadequacy of the consideration, Executive intends the release herein to be final and complete. Executive executes this Agreement with the full knowledge that the release covers all possible claims against the Released Parties arising out of or relating to the Original CIC Agreement, to the fullest extent permitted by law. Executive further agrees that this release is to be interpreted broadly and includes the waiver of all rights under California Civil Code section 1542, which provides that "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 9. Termination of Settlement and Retention Agreement; Release. Simultaneous with the payment of the last installment of the Settlement Payment, Executive agrees to sign a release similar to the release set forth in Section 8(b) above that acknowledges that the Company has fully performed and satisfied all of its obligations under this Agreement and that releases all claims or causes of action arising out of or relating to this Agreement. 10. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration to be held in the City of San Diego pursuant to the employment rules of the American Arbitration Association or any successor organization. Any award rendered there under shall be final, conclusive and binding on the parties. 11. Successors. a. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive's legal representatives. b. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. c. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as herein defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise. 12. New CIC Agreement. The parties agree to enter into a new Change in Control Agreement contemporaneously with the execution of this Agreement, which shall be in the standard form of such agreement adopted by the Board of Directors of Invitrogen (the "New CIC Agreement"). 13. General Provisions. 5 a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. b. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth below or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. c. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. d. Waiver. Either party's failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof. e. Counterparts. This Agreement may be signed in two counterparts, each of which together shall constitute one and the same Agreement, binding on the parties as if each had signed the same document. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. INVITROGEN CORPORATION C. Eric Winzer By: /s/ /s/ -------------------------------- ---------------------------------- Printed Name: L. James Runchey 8009 E. Brookridge Drive Middletown, MD 21769 Title: VP, Human Resources Address: Invitrogen Corporation 1600 Faraday Avenue Carlsbad, CA 92008 (ATTN: General Counsel) 6 EX-10.39 4 a83302exv10w39.txt EXHIBIT 10.39 EXHIBIT 10.39 SETTLEMENT AND RETENTION AGREEMENT This Settlement and Retention Agreement (the "Agreement") is entered into by and between Daryl Faulkner ("Executive") and Invitrogen Corporation, a Delaware Corporation ("Invitrogen" or the "Company") and is effective as of May 31, 2002 (the "Effective Date"). WHEREAS, Executive entered into a Change-in-Control Agreement dated March 9, 2000 with Life Technologies, Inc., which was amended on October 11, 2000 (the "Original CIC Agreement"); and WHEREAS, Life Technologies, Inc. was merged into Invitrogen in September 2000 under Delaware law, and Invitrogen thereby acquired all of the rights and obligations of Life Technologies, Inc. under the Original CIC Agreement; and WHEREAS, Executive is presently entitled to exercise certain rights under the Original CIC Agreement that would result in the termination of Executive's employment and require the Company to make a cash payment and provide other benefits to Executive; and WHEREAS, the Company would like to continue to employ Executive, and Executive would like to continue to be employed by the Company; and WHEREAS, the Company would like to reduce the incentive for Executive to terminate Executive's employment and provide an incentive for Executive to remain employed by the Company. NOW THEREFORE, in consideration of the promises, mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, agree as follows: 1. Settlement Payment. The Company agrees to provide a "Settlement Payment" to Executive, payable in two lump sum installments on the dates specified below (the "Payment Dates"), less applicable withholdings as required by law or regulation; provided, with respect to each installment, that Executive's employment is not terminated prior to the respective Payment Date for such installment by the Company for Cause (as defined below) or by Executive without Good Reason (as defined below):

Amount Date ------ ---- a. $378,200 October 1, 2002 b. $378,200 October 1, 2004

In the event Executive's employment terminates prior to one or both of the Payment Dates for any other reason, including but not limited to termination of Executive's employment by the Company without Cause, Executive's resignation for Good Reason, Executive's death or Disability (as defined below), any outstanding, unpaid portion of the Settlement Payment will become immediately due and payable to Executive, or his estate, as the case may be. 2. At-Will. Executive acknowledges that Executive continues to be employed by the Company as an at-will employee and that nothing in this Agreement is intended to or should be construed to contradict, modify or alter Executive's at-will employment status. 3. Definitions. a. Cause. For purposes of this Agreement, "Cause" shall mean: (i) Executive's willful and deliberate failure or refusal to perform Executive's job responsibilities and duties (as they existed or were assigned during the 90-day period immediately preceding the Effective Date or as revised thereafter by agreement of Executive and the Company), provided that Executive has been given written notice of and a 30-day opportunity to cure such non-performance; (ii) commission of an intentional act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's employment with the Company or its affiliated companies; (iii) causing intentional, wrongful damage to property of the Company or its affiliated companies; (iv) intentionally and wrongfully disclosing trade secrets or confidential information of the Company or its affiliated companies; or (v) participating, without the Company's express written consent, in the management of any business enterprise that engages in substantial and direct competition with the Company or its affiliated companies and any such act shall have been materially harmful to the Company or its affiliated companies. b. Good Reason. For purposes of this Agreement, "Good Reason" shall mean: i. a substantial diminution in Executive's position, authority, duties or responsibilities (as they existed or were assigned at any time during the 90-day period immediately preceding the Effective Date), excluding non-substantial changes in title or office and any isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Company within thirty (30) days of receiving written notice thereof from Executive; ii. any reduction or adverse change to Executive's compensation and benefits in place as of the Effective Date of the Agreement or granted to Executive by the Company thereafter, including, but not limited to, base salary, bonuses and any other incentive compensation plans or programs; savings and retirement plans or programs; health and welfare benefit plans, including, but not limited to, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans; and paid vacation, excluding any isolated, insubstantial and inadvertent failure not taken in bad faith that is remedied by the Company within thirty (30) days of receiving written notice thereof from Executive or any reduction that is made as part of, and is generally consistent with, a general reduction of senior executive compensation and benefits; iii. the relocation of Executive's principal place of work to an office or location more than fifty (50) miles from the location Executive was assigned to immediately prior to the Effective Date (provided, however, that relocation to Carlsbad, CA, shall not constitute Good Reason) or the Company substantially increases without the prior consent of the Executive the amount of time Executive is required to travel; and iv. any failure by any successor to the Company to comply with and satisfy Section 11, provided that such successor has received at least ten (10) days prior 2 written notice from the Company or Executive of the requirements of Section 11 of this Agreement. For the purposes of this Section 3(b), any good faith determination of "Good Reason" made by Executive shall be conclusive. c. Disability. The term "Disability" means Executive's inability to perform the essential functions of Executive's job due to a mental or physical condition, with or without reasonable accommodation. In no event will Executive's employment be terminated for Disability until 180 consecutive days has elapsed and Disability has been determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably). d. Date of Termination. The term "Date of Termination" means the date of receipt of the Notice of Termination (described below) or any later date specified therein, as the case may be; provided, however, that: (i) if Executive's employment is terminated by the Company without Cause the Date of Termination shall be the date the Company notifies the Executive of such termination; and (ii) if Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of Executive's death or the effective date of the Disability, as the case may be. 4. Notice of Termination. Any termination by the Company for Cause or resignation by Executive for Good Reason before October 1, 2004, shall be communicated by "Notice of Termination" to the other party in accordance with Section 13(b) of this Agreement. The "Notice of Termination" must be in writing and set forth: (a) the facts and circumstances, in reasonable detail, claimed to provide a basis for the termination with Cause or resignation for Good Reason; (b) if the Date of Termination is other than the date of receipt of such notice, the termination date (which shall be not more than thirty (30) days after the giving of such notice). Executive or the Company's failure to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive's or the Company's rights hereunder. 5. Independent Obligations. The Settlement Payment is in settlement of preexisting contractual claims and shall not: (a) be reduced by any severance received by Executive, or reduce any severance to be received by Executive, upon termination of employment under any severance plan, policy, agreement, or arrangement of the Company applicable to Executive or a group of employees of the Company including the Executive, whether or not any such severance received by Executive is payable as a result in whole or in part of a change in control of the Company prior to such termination of employment; (b) constitute "salary," "bonus," or "severance" for purposes of the New CIC Agreement (described at Section 12 below), and accordingly, shall not increase, decrease, or affect in any way the calculation of money payable or entitlement to other benefits pursuant to the New CIC Agreement; (c) be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against Executive or others; and (d) be subject to any requirement that Executive seek other employment or take any other action by way of mitigation, nor will it be offset or otherwise be reduced by reason of Executive's receipt of compensation from any source other than the Company. 3 6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program. In addition, nothing in this Agreement is intended to or should be construed to contradict, modify or alter the terms and conditions of that certain offer letter entered into by Executive and the Company on May 31, 2002 (the "Relocation Letter"). The terms and conditions of Executive's employment shall continue to be governed by the Relocation Letter except as expressly set forth herein. 7. Legal Fees. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses that Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"); provided that Executive's claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit. 8. Termination of Original CIC Agreement; Release. a. Termination of Original CIC Agreement. This Agreement terminates all rights and obligations of the Company and Executive under the Original CIC Agreement and supersedes any previous agreement between the Company and Executive, written or oral, to the extent such agreement relates to the subject matter hereof. b. General Release of All Claims. i. Executive fully and unconditionally releases and discharges all claims and causes of action that Executive or Executive's heirs, personal representatives, successors, or assigns ever had, now have, or hereafter may have against the Company, and any subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of the Company, past and present, as well as the Company's employees, officers, directors, agents, shareholders, successors and assigns (collectively, "Released Parties") on account of any claims and/or causes of action arising out of or relating to the Original CIC Agreement and any other document relating thereto or delivered in connection with the transactions contemplated thereby. ii. Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected or unsuspected arising out of or relating to the Original CIC Agreement and any other document relating thereto or delivered in connection with the transactions contemplated thereby and, regardless of the adequacy or inadequacy of the 4 consideration, Executive intends the release herein to be final and complete. Executive executes this Agreement with the full knowledge that the release covers all possible claims against the Released Parties arising out of or relating to the Original CIC Agreement, to the fullest extent permitted by law. Executive further agrees that this release is to be interpreted broadly and includes the waiver of all rights under California Civil Code section 1542, which provides that "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 9. Termination of Settlement and Retention Agreement; Release. Simultaneous with the payment of the last installment of the Settlement Payment, Executive agrees to sign a release similar to the release set forth in Section 8(b) above that acknowledges that the Company has fully performed and satisfied all of its obligations under this Agreement and that releases all claims or causes of action arising out of or relating to this Agreement. 10. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration to be held in the City of San Diego pursuant to the employment rules of the American Arbitration Association or any successor organization. Any award rendered there under shall be final, conclusive and binding on the parties. 11. Successors. a. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive's legal representatives. b. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. c. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as herein defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise. 12. New CIC Agreement. The parties agree to enter into a new Change in Control Agreement contemporaneously with the execution of this Agreement, which shall be in the standard form of such agreement adopted by the Board of Directors of Invitrogen (the "New CIC Agreement"). 5 13. General Provisions. a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. b. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth below or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. c. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. d. Waiver. Either party's failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof. e. Counterparts. This Agreement may be signed in two counterparts, each of which together shall constitute one and the same Agreement, binding on the parties as if each had signed the same document. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. INVITROGEN CORPORATION Daryl Faulkner By: /s/ /s/ ----------------------------------- ------------------------------------ Printed Name: L. James Runchey 5 Darluith Park, Woodside Road Brookfield, Renfrewshire, PA5 8DD Title: VP, Human Resources Scotland Address: Invitrogen Corporation 1600 Faraday Avenue Carlsbad, CA 92008 (ATTN: General Counsel 6 EX-10.40 5 a83302exv10w40.txt EXHIBIT 10.40 EXHIBIT 10.40 CHANGE-IN-CONTROL AGREEMENT AGREEMENT by and between INVITROGEN CORPORATION, a Delaware Corporation (the "Company"), and Daryl J. Faulkner (the "Executive"), dated as of the 31st day of May 2002. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Certain Definitions. (a) The "Effective Date" shall be the first date during the "Change in Control Period" (as defined in Section l(b)) on which a Change in Control occurs; provided that the Executive is employed on that date. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Company is terminated or the Executive ceases to be an officer of the Company prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer. (b) The "Change in Control Period" is the period commencing on the date hereof and ending on the second anniversary of such date, provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the "Renewal Date"), the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change in Control Period shall not be so extended. 2. Change in Control. For the purpose of this Agreement; (a) a "Change in Control" shall mean: (i) Any acquisition or series of acquisitions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of either the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"), provided, however, that (A) any acquisition by the Company, or any of its subsidiaries, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, or (C) any acquisition or series of acquisitions which results in any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the Outstanding Company Common Stock and while such a beneficial owner such individual, entity or group does not exercise the voting power of his, her or its Outstanding Company Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Company and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Company Common Stock necessary to reduce his, her or its beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to below 50%, as the case may be, shall not constitute a Change in Control; or (ii) Individuals who as of April 27, 2001, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any individual becoming a director subsequent to April 27, 2001, whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of the Regulation 14A promulgated under the Exchange Act) relating to the election of directors of the Company; or (iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock 2 and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation. 3. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending at the end of the 24th month following the Effective Date (the "Employment Period"). 4. Terms of Employment (a) Position and Duties. (i) During the Employment Period, (A) the Executive's position, authority, duties and responsibilities shall not be substantially diminished from the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. (b) Compensation. (i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to the highest annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full 3 months) base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to the Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" includes any company controlled by, controlling or under common control with the Company. (ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the higher of either (A) the average annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangements, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (B) in the event the annual bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangement, in respect of the fiscal year immediately preceding the fiscal year in which the Effective Date occurs was based upon a formula or plan in which the Executive participated, then such Annual Bonus shall be at least equal to the bonus which would be payable based on such formula or plan had the Executive's participation therein and level of participation remained in effect following the Effective Date. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus. (iii) Incentive, Savings and Retirement Plans. In addition to Annual Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs generally applicable to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities), savings opportunities and retirement benefits opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Effective Date. (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, 4 dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive and/or the Executive's family at any time during the 90-day period immediately preceding the Effective Date. (v) Business Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. 5. Termination of Employment (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to the Executive written notice in accordance with Section 15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of 5 such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive's employment during the Employment Period for "Cause." For purposes of this Agreement, "Cause" means (i) repeated violations by the Executive of the Executive's responsibilities and duties under Section 4(a) of this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, (ii) commission of an intentional act of fraud, embezzlement or theft by the Executive in connection with the Executive's duties or in the course of the Executive's employment with the Company or its affiliated companies, (iii) causing intentional wrongful damage to property of the Company or its affiliated companies, (iv) intentionally and wrongfully disclosing secret processes or confidential information of the Company or its affiliated companies, or (v) participating, without the Company's express written consent, in the management of any business enterprise which engages in substantial and direct competition with the Company or its affiliated companies, and any such act shall have been materially harmful to the Company or its affiliated companies. (c) Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for "Good Reason." For purposes of this Agreement, "Good Reason" means (i) a substantial diminution in the Executive's position, authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, excluding non-substantial changes in title or office, and excluding any isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive; (iii) the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(i)(B) hereof or, requiring the Executive to travel away from his or her office in the course of discharging responsibilities or duties in a manner which is inappropriate for the performance of the Executive's duties hereunder and which is significantly more frequent (in terms of either consecutive days or aggregate days in any calendar year) than was required prior to the Change in Control; 6 (iv) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or (v) any failure by any successor to the Company to comply with and satisfy Section 14(c) of this Agreement, provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 14(c) of this Agreement. For the purposes of this Section 5(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by "Notice of Termination" to the other party hereto given in accordance with Section 15(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (e) Date of Termination. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (ii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. 6. Obligations of the Company upon Termination (a) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than the following obligations: (i) payment of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) payment of the product of (x) the Annual Bonus paid or payable but for any deferral (and annualized for any fiscal year consisting of less than twelve full months or for which the Executive has been employed for less than twelve full months) to the Executive for the most recently completed fiscal year during the Employment Period, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii) payment of any compensation 7 previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the amounts described in clauses (i), (ii) and (iii) above are hereafter referred to as "Accrued Obligations"). All Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive's family shall be entitled to receive benefits at least equal to the most favorable benefits provided generally by the Company and any of its affiliated companies to surviving families of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family as in effect on the date of the Executive's death generally with respect to other peer executives of the Company and its affiliated companies and their families. (b) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company and its affiliated companies to disabled peer executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter through the Date of Termination generally with respect to other peer executives of the Company and its affiliated companies and their families. (c) Cause. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination, or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. 8 (d) Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment under this Agreement for Good Reason: (i) the Company shall pay to the Executive the aggregate of the following amounts, such amounts to be payable by the Company in a lump sum in cash within 30 days of the Date of termination. A. All Accrued Obligations; and B. 2.0 times the sum of the Executive's Annual Base Salary and the higher of either (i) the average annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangements, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (ii) the targeted annual bonus payable to the Executive pursuant to the Company's Incentive Compensation Plan for the fiscal year in which the Date of Termination occurs (assuming 100% achievement of the Company performance factor and 100% achievement of the Executive's personal performance factor; and C. An amount equal to that portion, if any, of the Company's contribution to the Executive's 401(k), savings or other similar individual account plan which is not vested as of the Date of Termination (the "Unvested Company Contribution"), plus an amount which when added to the Unvested Company Contribution would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (ii) the Company shall pay the Executive up to $25,000 for executive outplacement services utilized by the Executive upon the receipt by the Company of written receipts or other appropriate documentation; and (iii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and, where applicable, the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies generally applicable to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the 9 Executive becomes employed elsewhere during the Employment Period and is thereby afforded comparable insurance and welfare benefits to those described in Section 4(b)(iv), the Company's obligation to continue providing the Executive with such benefits shall cease or be correspondingly reduced, as the case may be. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (iv) All outstanding stock options held by the Executive pursuant to any Company stock option plan shall immediately become vested and exercisable as to all or any part of the shares covered thereby, with the Executive being able to exercise his or her stock options within a period of three months following the Date of Termination or such longer period as may be permitted under Executive's stock option agreements; and (v) If, in the calendar year immediately preceding the Date of Termination, the Executive had relocated the Executive's primary residence from one location (the "Point of Origin") to its location at the Date of Termination at the request of the Company, then any relocation expenses that are actually incurred in the year immediately following the Date of Termination by the Executive in moving the Executive's primary residence to any location shall be reimbursed by the Company to the extent such expenses do not exceed the cost of relocating the Executive's primary residence to the Point of Origin, provided such expenses are substantiated by means of written receipts. The cost of relocating the Executive's primary residence to the Point of Origin shall be determined by averaging estimates obtained by the Company in writing from three reputable moving companies, selected by the Company in good faith. It shall be the obligation of the Executive to notify the Company in advance of any such relocation so that such estimates may be obtained. The amounts required to be paid under this Section 6(d) shall be reduced by any other amount of severance (i.e., relating solely to salary or bonus continuation or actual or deemed pension or insurance continuation) received by the Executive upon such termination of employment under any severance plan, policy or arrangement of the Company applicable to the Executive or a group of employees of the Company, including the Executive, and applicable without regard to the occurrence of a Change in Control prior to such termination of employment. The amounts payable to the Executive pursuant to this Agreement will not be subject to any requirement of mitigation, nor, except as specifically set forth herein, will they be offset or otherwise reduced by reason of the Executive's receipt of compensation from any source other than the Company. 7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated 10 companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement. 8. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, except as provided in the last sentence of Section 6(d), shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any content by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"); provided that the Executive's claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit. 9. Release. Upon fulfillment of the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, the Executive fully and unconditionally releases and discharges all claims and causes of action which the Executive or his or her heirs, personal representatives, successors, or assigns ever had, now have, or hereafter may have against the Company and any of its affiliated companies on account of any claims and causes of action arising out of or relating to this Agreement, any other document relating hereto or delivered in connection with the transactions contemplated hereby. 10. Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that, as a result, directly or indirectly, of the operation of any of the Company's existing stock option plans, or any successor option or restricted stock plans (collectively, the "Option and Restricted Stock Acceleration"), either standing alone or taken together with the receipt of any other payment or distribution by the Company to or for the benefit of the Executive whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the amount payable to the Executive hereunder or as a result of the Option and Restricted Stock Acceleration shall be reduced in an amount that would result in the Executive being in the most advantageous net after-tax position (taking into account both income taxes and any Excise Tax). For purposes of this determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code shall be allocated between the Option 11 and Restricted Stock Acceleration, on the one hand, and Payments, on the other hand, in accordance with Section 280G(b)(3)(B) of the Code. (b) All determinations required to be made under this Section, including the amount of any reduction that will be made in the payments made pursuant to this Agreement and the assumptions to be utilized in arriving at such determinations, shall be made by PricewaterhouseCoopers LLP (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Accounting Firm for tax and accounting advice provided to the Executive, up to a maximum of $15,000, shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 11. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, to the extent that the Executive is a party to any other agreement relating to confidential information, inventions or similar matters with the Company, the Executive shall continue to comply with the provisions of such agreements. In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 12. Public Announcements. The Executive shall consult with the Company before issuing any press release or otherwise making any public statement with respect to the Company or any of its affiliated companies, this Agreement or the transactions contemplated hereby, and the Executive shall not issue any such press release or make any such public statement without the prior written approval of the Company, except as may be required by applicable law, rule or regulation or any self regulatory agency requirements, in which event the Company shall have the right to review and comment upon any such press release or public statement prior to its issuance. 13. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration to be held in the City of New York pursuant to the labor rules of the American Arbitration Association or any successor organization. Any award rendered thereunder shall be final, conclusive and binding on the parties. Subject to the provisions of Section 8 hereof, each party shall pay one-half of all costs 12 and expenses of any arbitration proceeding brought pursuant to this Section, and each party shall pay its own attorneys' fees and expenses. 14. Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 15. Miscellaneous (a) This Agreement shall be governed by and construed in accordance with the laws of the Sate of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Daryl J. Faulkner 5 Darluith Park Woodside Road Brookfield PA5 8DD Scotland 13 If to the Company: Invitrogen Corporation 1600 Faraday Avenue Carlsbad, CA 92008 (ATTN: General Counsel) or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof. (f) This Agreement supersedes any previous agreement between the Company and the Executive to the extent such agreement relates to the subject matter hereof; provided, however, that this Agreement shall not supersede that certain Settlement and Retention Agreement between the parties dated as of May 31, 2002. IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first written above. INVITROGEN CORPORATION /s/ By: /s/ - ------------------------- ----------------------------- Daryl J. Faulkner C. Eric Winzer Chief Financial Officer 14 EX-10.41 6 a83302exv10w41.txt EXHIBIT 10.41 EXHIBIT 10.41 CHANGE-IN-CONTROL AGREEMENT AGREEMENT by and between INVITROGEN CORPORATION, a Delaware Corporation (the "Company"), and C. Eric Winzer (the "Executive"), dated as of the 31st day of May 2002. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Certain Definitions. (a) The "Effective Date" shall be the first date during the "Change in Control Period" (as defined in Section l(b)) on which a Change in Control occurs; provided that the Executive is employed on that date. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Company is terminated or the Executive ceases to be an officer of the Company prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer. (b) The "Change in Control Period" is the period commencing on the date hereof and ending on the second anniversary of such date, provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the "Renewal Date"), the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change in Control Period shall not be so extended. 2. Change in Control. For the purpose of this Agreement; (a) a "Change in Control" shall mean: (i) Any acquisition or series of acquisitions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of either the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"), provided, however, that (A) any acquisition by the Company, or any of its subsidiaries, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, or (C) any acquisition or series of acquisitions which results in any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the Outstanding Company Common Stock and while such a beneficial owner such individual, entity or group does not exercise the voting power of his, her or its Outstanding Company Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Company and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Company Common Stock necessary to reduce his, her or its beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to below 50%, as the case may be, shall not constitute a Change in Control; or (ii) Individuals who as of April 27, 2001, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any individual becoming a director subsequent to April 27, 2001, whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of the Regulation 14A promulgated under the Exchange Act) relating to the election of directors of the Company; or (iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock 2 and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation. 3. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending at the end of the 24th month following the Effective Date (the "Employment Period"). 4. Terms of Employment (a) Position and Duties. (i) During the Employment Period, (A) the Executive's position, authority, duties and responsibilities shall not be substantially diminished from the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. (b) Compensation. (i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to the highest annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full 3 months) base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to the Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" includes any company controlled by, controlling or under common control with the Company. (ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the higher of either (A) the average annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangements, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (B) in the event the annual bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangement, in respect of the fiscal year immediately preceding the fiscal year in which the Effective Date occurs was based upon a formula or plan in which the Executive participated, then such Annual Bonus shall be at least equal to the bonus which would be payable based on such formula or plan had the Executive's participation therein and level of participation remained in effect following the Effective Date. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus. (iii) Incentive, Savings and Retirement Plans. In addition to Annual Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs generally applicable to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities), savings opportunities and retirement benefits opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Effective Date. (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, 4 dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive and/or the Executive's family at any time during the 90-day period immediately preceding the Effective Date. (v) Business Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. 5. Termination of Employment (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to the Executive written notice in accordance with Section 15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of 5 such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive's employment during the Employment Period for "Cause." For purposes of this Agreement, "Cause" means (i) repeated violations by the Executive of the Executive's responsibilities and duties under Section 4(a) of this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, (ii) commission of an intentional act of fraud, embezzlement or theft by the Executive in connection with the Executive's duties or in the course of the Executive's employment with the Company or its affiliated companies, (iii) causing intentional wrongful damage to property of the Company or its affiliated companies, (iv) intentionally and wrongfully disclosing secret processes or confidential information of the Company or its affiliated companies, or (v) participating, without the Company's express written consent, in the management of any business enterprise which engages in substantial and direct competition with the Company or its affiliated companies, and any such act shall have been materially harmful to the Company or its affiliated companies. (c) Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for "Good Reason." For purposes of this Agreement, "Good Reason" means (i) a substantial diminution in the Executive's position, authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, excluding non-substantial changes in title or office, and excluding any isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive; (iii) the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(i)(B) hereof or, requiring the Executive to travel away from his or her office in the course of discharging responsibilities or duties in a manner which is inappropriate for the performance of the Executive's duties hereunder and which is significantly more frequent (in terms of either consecutive days or aggregate days in any calendar year) than was required prior to the Change in Control; 6 (iv) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or (v) any failure by any successor to the Company to comply with and satisfy Section 14(c) of this Agreement, provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 14(c) of this Agreement. For the purposes of this Section 5(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by "Notice of Termination" to the other party hereto given in accordance with Section 15(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (e) Date of Termination. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (ii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. 6. Obligations of the Company upon Termination (a) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than the following obligations: (i) payment of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) payment of the product of (x) the Annual Bonus paid or payable but for any deferral (and annualized for any fiscal year consisting of less than twelve full months or for which the Executive has been employed for less than twelve full months) to the Executive for the most recently completed fiscal year during the Employment Period, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii) payment of any compensation 7 previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the amounts described in clauses (i), (ii) and (iii) above are hereafter referred to as "Accrued Obligations"). All Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive's family shall be entitled to receive benefits at least equal to the most favorable benefits provided generally by the Company and any of its affiliated companies to surviving families of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family as in effect on the date of the Executive's death generally with respect to other peer executives of the Company and its affiliated companies and their families. (b) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company and its affiliated companies to disabled peer executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter through the Date of Termination generally with respect to other peer executives of the Company and its affiliated companies and their families. (c) Cause. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination, or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. 8 (d) Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment under this Agreement for Good Reason: (i) the Company shall pay to the Executive the aggregate of the following amounts, such amounts to be payable by the Company in a lump sum in cash within 30 days of the Date of termination. A. All Accrued Obligations; and B. 2.0 times the sum of the Executive's Annual Base Salary and the higher of either (i) the average annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangements, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (ii) the targeted annual bonus payable to the Executive pursuant to the Company's Incentive Compensation Plan for the fiscal year in which the Date of Termination occurs (assuming 100% achievement of the Company performance factor and 100% achievement of the Executive's personal performance factor; and C. An amount equal to that portion, if any, of the Company's contribution to the Executive's 401(k), savings or other similar individual account plan which is not vested as of the Date of Termination (the "Unvested Company Contribution"), plus an amount which when added to the Unvested Company Contribution would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (ii) the Company shall pay the Executive up to $25,000 for executive outplacement services utilized by the Executive upon the receipt by the Company of written receipts or other appropriate documentation; and (iii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and, where applicable, the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies generally applicable to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the 9 Executive becomes employed elsewhere during the Employment Period and is thereby afforded comparable insurance and welfare benefits to those described in Section 4(b)(iv), the Company's obligation to continue providing the Executive with such benefits shall cease or be correspondingly reduced, as the case may be. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (iv) All outstanding stock options held by the Executive pursuant to any Company stock option plan shall immediately become vested and exercisable as to all or any part of the shares covered thereby, with the Executive being able to exercise his or her stock options within a period of three months following the Date of Termination or such longer period as may be permitted under Executive's stock option agreements; and (v) If, in the calendar year immediately preceding the Date of Termination, the Executive had relocated the Executive's primary residence from one location (the "Point of Origin") to its location at the Date of Termination at the request of the Company, then any relocation expenses that are actually incurred in the year immediately following the Date of Termination by the Executive in moving the Executive's primary residence to any location shall be reimbursed by the Company to the extent such expenses do not exceed the cost of relocating the Executive's primary residence to the Point of Origin, provided such expenses are substantiated by means of written receipts. The cost of relocating the Executive's primary residence to the Point of Origin shall be determined by averaging estimates obtained by the Company in writing from three reputable moving companies, selected by the Company in good faith. It shall be the obligation of the Executive to notify the Company in advance of any such relocation so that such estimates may be obtained. The amounts required to be paid under this Section 6(d) shall be reduced by any other amount of severance (i.e., relating solely to salary or bonus continuation or actual or deemed pension or insurance continuation) received by the Executive upon such termination of employment under any severance plan, policy or arrangement of the Company applicable to the Executive or a group of employees of the Company, including the Executive, and applicable without regard to the occurrence of a Change in Control prior to such termination of employment. The amounts payable to the Executive pursuant to this Agreement will not be subject to any requirement of mitigation, nor, except as specifically set forth herein, will they be offset or otherwise reduced by reason of the Executive's receipt of compensation from any source other than the Company. 7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated 10 companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement. 8. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, except as provided in the last sentence of Section 6(d), shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any content by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"); provided that the Executive's claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit. 9. Release. Upon fulfillment of the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, the Executive fully and unconditionally releases and discharges all claims and causes of action which the Executive or his or her heirs, personal representatives, successors, or assigns ever had, now have, or hereafter may have against the Company and any of its affiliated companies on account of any claims and causes of action arising out of or relating to this Agreement, any other document relating hereto or delivered in connection with the transactions contemplated hereby. 10. Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that, as a result, directly or indirectly, of the operation of any of the Company's existing stock option plans, or any successor option or restricted stock plans (collectively, the "Option and Restricted Stock Acceleration"), either standing alone or taken together with the receipt of any other payment or distribution by the Company to or for the benefit of the Executive whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the amount payable to the Executive hereunder or as a result of the Option and Restricted Stock Acceleration shall be reduced in an amount that would result in the Executive being in the most advantageous net after-tax position (taking into account both income taxes and any Excise Tax). For purposes of this determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code shall be allocated between the Option 11 and Restricted Stock Acceleration, on the one hand, and Payments, on the other hand, in accordance with Section 280G(b)(3)(B) of the Code. (b) All determinations required to be made under this Section, including the amount of any reduction that will be made in the payments made pursuant to this Agreement and the assumptions to be utilized in arriving at such determinations, shall be made by PricewaterhouseCoopers LLP (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Accounting Firm for tax and accounting advice provided to the Executive, up to a maximum of $15,000, shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 11. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, to the extent that the Executive is a party to any other agreement relating to confidential information, inventions or similar matters with the Company, the Executive shall continue to comply with the provisions of such agreements. In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 12. Public Announcements. The Executive shall consult with the Company before issuing any press release or otherwise making any public statement with respect to the Company or any of its affiliated companies, this Agreement or the transactions contemplated hereby, and the Executive shall not issue any such press release or make any such public statement without the prior written approval of the Company, except as may be required by applicable law, rule or regulation or any self regulatory agency requirements, in which event the Company shall have the right to review and comment upon any such press release or public statement prior to its issuance. 13. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration to be held in the City of New York pursuant to the labor rules of the American Arbitration Association or any successor organization. Any award rendered thereunder shall be final, conclusive and binding on the parties. Subject to the provisions of Section 8 hereof, each party shall pay one-half of all costs 12 and expenses of any arbitration proceeding brought pursuant to this Section, and each party shall pay its own attorneys' fees and expenses. 14. Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 15. Miscellaneous (a) This Agreement shall be governed by and construed in accordance with the laws of the Sate of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: C. Eric Winzer 512 Latigo Row Encinitas CA 92024 13 If to the Company: Invitrogen Corporation 1600 Faraday Avenue Carlsbad, CA 92008 (ATTN: General Counsel) or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof. (f) This Agreement supersedes any previous agreement between the Company and the Executive to the extent such agreement relates to the subject matter hereof; provided, however, that this Agreement shall not supersede that certain Settlement and Retention Agreement between the parties dated as of May 31, 2002. IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first written above. INVITROGEN CORPORATION /s/ By:/s/ - -------------------------------- ----------------------------- C. Eric Winzer James R. Glynn Executive Vice President 14 EX-10.42 7 a83302exv10w42.txt EXHIBIT 10.42 EXHIBIT 10.42 May 31, 2002 Mr. Daryl Faulkner 5 Darluith Park, Woodside Road Brookfield, Renfrewshire, PA5 8DD Scotland Dear Daryl: Invitrogen is pleased to confirm our verbal offer for the position of Senior VP, International Operations, reporting to Lyle Turner, President & CEO. In this newly created position, which resides in Carlsbad, CA, you will be responsible for all of the Company's International Operations, including Europe, Asia Pacific, Canada and Latin America. Your anticipated start date will be July 1, 2002. In this exempt position, your initial salary will be $300,000 annualized, less applicable withholding in accordance with Invitrogen's normal payroll practices. This represents approximately a 12% increase to your current base. In addition, you will continue to be eligible to participate in Invitrogen Corporation's Incentive Compensation Plan (ICP) for 2002. Your ICP will be targeted at 35% of your base salary for the period eligible. The actual incentive bonus earned will be based on individual as well as company goals and will be paid according to the rules of the ICP, which states in part you must be employed on the day the bonus is paid to receive the bonus. As an employee repatriating to the United States, you will be eligible for relocation assistance from your current place of residence to Carlsbad, CA, as outlined in your original expatriate assignment Letter of Understanding (LOU) and the attached Relocation Guidelines highlighted below: - 2 house hunting trips (up to 7 days each) for you and your immediate family to Carlsbad. Also, we will arrange for you to work with a relocation company at our expense. - Shipment and storage (up to 90 days) of selected household goods from Scotland to Carlsbad. - Temporary living assistance up to 90 days. - A Miscellaneous Relocation Expense Allowance ("settling-in" allowance) of $50,000 (equal to 2 months salary) to be paid within 30 days of starting work in Carlsbad. - An interest free loan of up to $150,000 to assist in the purchase of a house. - Reimbursement for all standard non-recurring closing costs on your home in Maryland including up to 6% sales commission. You will continue to receive tax equalization treatment for the period of time in which you were assigned to work in Europe in 2002. You will also be eligible to receive tax preparation services for the tax year 2002. You may be provided an additional year of tax service at the company's discretion, in order for the Company to recover foreign tax credits and other tax benefits relating to the foreign assignment. Beginning January 1, 2003, you will be treated in the same manner as other executives based in the United States insofar as income tax withholdings, payments and obligations are concerned. Daryl Faulkner Page 2 As you know, Invitrogen has a substantial benefits package. You will continue to be eligible for all standard benefits available to other "full-time" Invitrogen employees, including: medical, dental, life, and vision insurance; short and long-term disability insurance; Invitrogen's 401k Plan and Employee Stock Purchase Plan in accordance with Invitrogen's policies the applicable plan documents and benefit plan provisions. All compensation, benefits and employer programs will be administered in accordance with Invitrogen's policies and procedures, which may include waiting periods and other eligibility requirements to participate. These policies and programs may change from time to time, without notice, during the course of your employment. In addition, Invitrogen's Board of Directors' has granted you options to purchase an additional 50,000 shares of Invitrogen's common stock in accordance with an approved Invitrogen stock option plan (the "Plan") and related option documents. Options vest according to the terms of the Plan over 4 years. As an additional incentive, Invitrogen agrees to enter into a Settlement and Retention Agreement with you in the form attached hereto pursuant to which the Company would, under the terms of the attached agreement, pay you a total bonus of $756,400, less applicable tax and other withholdings. One half of this bonus would be paid on October 1, 2002, and the remainder on or about October 1, 2004. As part of the agreement, your current Change-in-Control Agreement would be terminated, and you would be entitled to enter into a new Change-in-Control Agreement, a copy of which is also attached. Employment with Invitrogen is at-will and therefore not for a specific term and may be terminated by either you or Invitrogen at any time without notice. The at-will nature of employment at Invitrogen constitutes the entire agreement between you and Invitrogen and any changes to these terms must be in writing and signed by you and the company's president or the vice president of human resources. To indicate your acceptance of the terms of this transfer, please sign and date this letter in the space provided below and return it to me by June 7, 2002. This offer will expire by June 30, 2002 if not accepted beforehand. You will be scheduled to meet with Human Resources shortly after you repatriate to Carlsbad to review your benefits, company policies and also complete any necessary employment, benefits, and tax forms. We feel sure that this new position will provide you with an interesting and challenging career opportunity. We look forward to you assuming this role with us on July 1, 2002. Sincerely, /s/ /s/ - ------------------------------------ --------------------------------- Lyle Turner, President & CEO Jim Runchey, VP, Human Resources * * * I have read this offer letter in its entirety and agree to the terms and conditions of employment. I understand and agree that my employment with Invitrogen is at-will. Dated June 10, 2002 /s/ --------------------- --------------------------------- Daryl Faulkner EX-10.43 8 a83302exv10w43.txt EXHIBIT 10.43 EXHIBIT 10.43 [INVITROGEN LETTERHEAD] INTERNAL MEMO DATE May 31, 2002 TO C. Eric Winzer CC Lyle Turner FROM Jim Runchey RE PROMOTION & RELOCATION We are pleased to confirm your promotion to the position of Chief Financial Officer, reporting to Lyle Turner, President & CEO. In this position, which resides in Carlsbad, CA, you will be responsible for the Company's Treasury, Tax, Financial Analysis and Reporting, IT, and Investor Relations functions. The effective date of the promotion was May 1, 2002. In this position, your salary will be $300,000 annualized, less applicable withholding paid in accordance with Invitrogen's normal payroll practices. This new salary amount includes an adjustment for your automobile allowance, which will no longer be included as a semi-monthly payment. In addition, you will continue to be eligible to participate in Invitrogen Corporation's Incentive Compensation Plan (ICP) for 2002. Your ICP will be targeted at 35% of your base salary for the period eligible. The actual incentive bonus earned will be based on individual as well as company goals and will be paid according to the rules of the ICP, which states in part you must be employed on the day the bonus is paid to receive the bonus. As an employee relocating to Carlsbad from Maryland you will be eligible for relocation assistance as outlined in the attached Relocation Guidelines and highlighted below: - - 2 house hunting trips (up to 7 days each) for you and your immediate family to Carlsbad. - - Professional relocation services. - - Shipment and storage (up to 90 days) of selected household goods to Carlsbad. - - Temporary living assistance up to 90 days. - - An interest free loan of up to $150,000 to assist in the purchase of a house. - - Reimbursement for all standard non-recurring closing costs on your home in Maryland including up to 6% sales commission. You will continue to be eligible for all standard benefits available to other "full-time" Invitrogen employees, including: medical, dental, life, and vision insurance; short and long-term disability insurance; Invitrogen's 401k Plan and Employee Stock Purchase Plan in accordance with Invitrogen's policies the applicable plan documents and benefit plan provisions. In addition, Invitrogen's Board of Directors' has granted options to purchase 150,000 shares of Invitrogen's common stock in accordance with an approved Invitrogen stock option plan (the "Plan") and related option documents. Options vest according to the terms of the Plan over 4 years. As an additional incentive, Invitrogen agrees to enter into a Settlement and Retention Agreement with you in the form attached hereto pursuant to which the Company would, under the terms of the attached agreement, pay you a total bonus of $402,375, less applicable tax and other withholdings. One half of this bonus or $201,188 will be paid on or before October 1, 2002 (in an effort to assist you with your relocation to Carlsbad) and the remainder or $201,187 on or about October 1, 2004. As part of this agreement, your current Change-in-Control Agreement would be terminated, and you would be entitled to enter into a new Change-in-Control Agreement, a copy of which is also attached. Employment with Invitrogen is at-will and therefore not for a specific term and may be terminated by either you or Invitrogen at any time without notice. The at-will nature of employment at Invitrogen constitutes the entire agreement between you and Invitrogen and any changes to these terms must be in writing and signed by you and the company's President or the Vice President of Human Resources. We will formally announce your new title and responsibilities in June, 2002. You will be scheduled to meet with Human Resources shortly after you relocate to Carlsbad to review your benefits, company policies and also complete any necessary employment, benefits, and tax forms. We wish you continued success in this new opportunity and we appreciate your willingness to relocate your family to Carlsbad, and look forward to working with you. If you have any questions, feel free to contact Vickie Motte, at x67204 or me at x67222. /s/ /s/ - ------------------------------------- --------------------------------- Lyle Turner, President & CEO Jim Runchey, VP, Human Resources I have read this offer letter in its entirety and agree to the terms and conditions of employment. I understand and agree that my employment with Invitrogen is at-will. Dated /s/ -------------------- ---------------------------------- C. Eric Winzer EX-10.44 9 a83302exv10w44.txt EXHIBIT 10.44 Exhibit 10.44 SETTLEMENT AND RETENTION AGREEMENT This Settlement and Retention Agreement (the "Agreement") is entered into by and between John A. Cottingham ("Executive") and Invitrogen Corporation, a Delaware Corporation ("Invitrogen" or the "Company") and is effective as of June 7, 2002 (the "Effective Date"). WHEREAS, Executive entered into a Change-in-Control Agreement dated February 13, 1997 with Life Technologies, Inc., which was amended on October 11, 2000 (the "Original CIC Agreement"); and WHEREAS, Life Technologies, Inc. was merged into Invitrogen in September 2000 under Delaware law, and Invitrogen thereby acquired all of the rights and obligations of Life Technologies, Inc. under the Original CIC Agreement; and WHEREAS, Executive is presently entitled to exercise certain rights under the Original CIC Agreement that would result in the termination of Executive's employment and require the Company to make a cash payment and provide other benefits to Executive; and WHEREAS, the Company would like to continue to employ Executive, and Executive would like to continue to be employed by the Company; and WHEREAS, the Company would like to reduce the incentive for Executive to terminate Executive's employment and provide an incentive for Executive to remain employed by the Company. NOW THEREFORE, in consideration of the promises, mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, agree as follows: 1. Settlement Payment. The Company agrees to provide a "Settlement Payment" to Executive, payable in two lump sum installments on the dates specified below (the "Payment Dates"), less applicable withholdings as required by law or regulation; provided, with respect to each installment, that Executive's employment is not terminated prior to the respective Payment Date for such installment by the Company for Cause (as defined below) or by Executive without Good Reason (as defined below):

Amount Date ------ ---- a. $163,013 October 1, 2002 b. $163,013 October 1, 2004

In the event Executive's employment terminates prior to one or both of the Payment Dates for any other reason, including but not limited to termination of Executive's employment by the Company without Cause, Executive's resignation for Good Reason, Executive's death or Disability (as defined below), any outstanding, unpaid portion of the Settlement Payment will become immediately due and payable to Executive, or his estate, as the case may be. 2. At-Will. Executive acknowledges that Executive continues to be employed by the Company as an at-will employee and that nothing in this Agreement is intended to or should be construed to contradict, modify or alter Executive's at-will employment status. 3. Definitions. a. Cause. For purposes of this Agreement, "Cause" shall mean: (i) Executive's willful and deliberate failure or refusal to perform Executive's job responsibilities and duties (as they existed or were assigned during the 90-day period immediately preceding the Effective Date or as revised thereafter by agreement of Executive and the Company), provided that Executive has been given written notice of and a 30-day opportunity to cure such non-performance; (ii) commission of an intentional act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's employment with the Company or its affiliated companies; (iii) causing intentional, wrongful damage to property of the Company or its affiliated companies; (iv) intentionally and wrongfully disclosing trade secrets or confidential information of the Company or its affiliated companies; or (v) participating, without the Company's express written consent, in the management of any business enterprise that engages in substantial and direct competition with the Company or its affiliated companies and any such act shall have been materially harmful to the Company or its affiliated companies. b. Good Reason. For purposes of this Agreement, "Good Reason" shall mean: i. a substantial diminution in Executive's position, authority, duties or responsibilities (as they existed or were assigned at any time during the 90-day period immediately preceding the Effective Date), excluding non-substantial changes in title or office and any isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Company within thirty (30) days of receiving written notice thereof from Executive; ii. any reduction or adverse change to Executive's compensation and benefits in place as of the Effective Date of the Agreement or granted to Executive by the Company thereafter, including, but not limited to, base salary, bonuses and any other incentive compensation plans or programs; savings and retirement plans or programs; health and welfare benefit plans, including, but not limited to, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans; and paid vacation, excluding any isolated, insubstantial and inadvertent failure not taken in bad faith that is remedied by the Company within thirty (30) days of receiving written notice thereof from Executive or any reduction that is made as part of, and is generally consistent with, a general reduction of senior executive compensation and benefits; iii. the relocation of Executive's principal place of work to an office or location more than fifty (50) miles from the location Executive was assigned to immediately prior to the Effective Date (provided, however, that relocation to Carlsbad, CA, shall not constitute Good Reason) or the Company substantially increases without the prior consent of the Executive the amount of time Executive is required to travel; and 2 iv. any failure by any successor to the Company to comply with and satisfy Section 11, provided that such successor has received at least ten (10) days prior written notice from the Company or Executive of the requirements of Section 11 of this Agreement. For the purposes of this Section 3(b), any good faith determination of "Good Reason" made by Executive shall be conclusive. c. Disability. The term "Disability" means Executive's inability to perform the essential functions of Executive's job due to a mental or physical condition, with or without reasonable accommodation. In no event will Executive's employment be terminated for Disability until 180 consecutive days has elapsed and Disability has been determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably). d. Date of Termination. The term "Date of Termination" means the date of receipt of the Notice of Termination (described below) or any later date specified therein, as the case may be; provided, however, that: (i) if Executive's employment is terminated by the Company without Cause the Date of Termination shall be the date the Company notifies the Executive of such termination; and (ii) if Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of Executive's death or the effective date of the Disability, as the case may be. 4. Notice of Termination. Any termination by the Company for Cause or resignation by Executive for Good Reason before October 1, 2004, shall be communicated by "Notice of Termination" to the other party in accordance with Section 13(b) of this Agreement. The "Notice of Termination" must be in writing and set forth: (a) the facts and circumstances, in reasonable detail, claimed to provide a basis for the termination with Cause or resignation for Good Reason; (b) if the Date of Termination is other than the date of receipt of such notice, the termination date (which shall be not more than thirty (30) days after the giving of such notice). Executive or the Company's failure to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive's or the Company's rights hereunder. 5. Independent Obligations. The Settlement Payment is in settlement of preexisting contractual claims and shall not: (a) be reduced by any severance received by Executive, or reduce any severance to be received by Executive, upon termination of employment under any severance plan, policy, agreement, or arrangement of the Company applicable to Executive or a group of employees of the Company including the Executive, whether or not any such severance received by Executive is payable as a result in whole or in part of a change in control of the Company prior to such termination of employment; (b) constitute "salary," "bonus," or "severance" for purposes of the New CIC Agreement (described at Section 12 below), and accordingly, shall not increase, decrease, or affect in any way the calculation of money payable or entitlement to other benefits pursuant to the New CIC Agreement; (c) be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against Executive or others; and (d) be subject to any requirement that Executive seek other employment or take any other action by way of mitigation, nor will it be offset or otherwise be reduced by 3 reason of Executive's receipt of compensation from any source other than the Company. 6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program. In addition, nothing in this Agreement is intended to or should be construed to contradict, modify or alter the terms and conditions of that certain offer letter entered into by Executive and the Company on April 24, 2001 (the "Relocation Letter"). The terms and conditions of Executive's employment shall continue to be governed by the Relocation Letter except as expressly set forth herein. 7. Legal Fees. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses that Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"); provided that Executive's claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit. 8. Termination of Original CIC Agreement; Release. a. Termination of Original CIC Agreement. This Agreement terminates all rights and obligations of the Company and Executive under the Original CIC Agreement and supersedes any previous agreement between the Company and Executive, written or oral, to the extent such agreement relates to the subject matter hereof. b. General Release of All Claims. i. Executive fully and unconditionally releases and discharges all claims and causes of action that Executive or Executive's heirs, personal representatives, successors, or assigns ever had, now have, or hereafter may have against the Company, and any subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of the Company, past and present, as well as the Company's employees, officers, directors, agents, shareholders, successors and assigns (collectively, "Released Parties") on account of any claims and/or causes of action arising out of or relating to the Original CIC Agreement and any other document relating thereto or delivered in connection with the transactions contemplated thereby. 4 ii. Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected or unsuspected arising out of or relating to the Original CIC Agreement and any other document relating thereto or delivered in connection with the transactions contemplated thereby and, regardless of the adequacy or inadequacy of the consideration, Executive intends the release herein to be final and complete. Executive executes this Agreement with the full knowledge that the release covers all possible claims against the Released Parties arising out of or relating to the Original CIC Agreement, to the fullest extent permitted by law. Executive further agrees that this release is to be interpreted broadly and includes the waiver of all rights under California Civil Code section 1542, which provides that "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 9. Termination of Settlement and Retention Agreement; Release. Simultaneous with the payment of the last installment of the Settlement Payment, Executive agrees to sign a release similar to the release set forth in Section 8(b) above that acknowledges that the Company has fully performed and satisfied all of its obligations under this Agreement and that releases all claims or causes of action arising out of or relating to this Agreement. 10. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration to be held in the City of San Diego pursuant to the employment rules of the American Arbitration Association or any successor organization. Any award rendered there under shall be final, conclusive and binding on the parties. 11. Successors. a. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive's legal representatives. b. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. c. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as herein defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise. 12. New CIC Agreement. The parties agree to enter into a new Change in Control Agreement contemporaneously with the execution of this Agreement, which shall be in the standard form of such agreement adopted by the Board of Directors of Invitrogen (the "New CIC Agreement"). 5 13. General Provisions. a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. b. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth below or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. c. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. d. Waiver. Either party's failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof. e. Counterparts. This Agreement may be signed in two counterparts, each of which together shall constitute one and the same Agreement, binding on the parties as if each had signed the same document. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. INVITROGEN CORPORATION John A. Cottingham By: /s/ /s/ -------------------------------- ----------------------------------- Printed Name: L. James Runchey 7955 Sitio Solana Carlsbad, CA 92009 Title: VP, Human Resources Address: Invitrogen Corporation 1600 Faraday Avenue Carlsbad, CA 92008 (ATTN: General Counsel) 6 EX-10.45 10 a83302exv10w45.txt EXHIBIT 10.45 Exhibit 10.45 CHANGE-IN-CONTROL AGREEMENT AGREEMENT by and between INVITROGEN CORPORATION, a Delaware Corporation (the "Company"), and John A. Cottingham (the "Executive"), dated as of the 7th day of June 2002. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Certain Definitions. (a) The "Effective Date" shall be the first date during the "Change in Control Period" (as defined in Section l(b)) on which a Change in Control occurs; provided that the Executive is employed on that date. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Company is terminated or the Executive ceases to be an officer of the Company prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer. (b) The "Change in Control Period" is the period commencing on the date hereof and ending on the second anniversary of such date, provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the "Renewal Date"), the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change in Control Period shall not be so extended. 2. Change in Control. For the purpose of this Agreement; (a) a "Change in Control" shall mean: (i) Any acquisition or series of acquisitions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of either the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"), provided, however, that (A) any acquisition by the Company, or any of its subsidiaries, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, or (C) any acquisition or series of acquisitions which results in any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the Outstanding Company Common Stock and while such a beneficial owner such individual, entity or group does not exercise the voting power of his, her or its Outstanding Company Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Company and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Company Common Stock necessary to reduce his, her or its beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to below 50%, as the case may be, shall not constitute a Change in Control; or (ii) Individuals who as of April 27, 2001, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any individual becoming a director subsequent to April 27, 2001, whose election, or nomination for election, by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-11 of the Regulation 14A promulgated under the Exchange Act) relating to the election of directors of the Company; or (iii) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock 2 and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation. 3. Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending at the end of the 24th month following the Effective Date (the "Employment Period"). 4. Terms of Employment (a) Position and Duties. (i) During the Employment Period, (A) the Executive's position, authority, duties and responsibilities shall not be substantially diminished from the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. (b) Compensation. (i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to the highest annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full 3 months) base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to the Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" includes any company controlled by, controlling or under common control with the Company. (ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the higher of either (A) the average annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangements, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (B) in the event the annual bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangement, in respect of the fiscal year immediately preceding the fiscal year in which the Effective Date occurs was based upon a formula or plan in which the Executive participated, then such Annual Bonus shall be at least equal to the bonus which would be payable based on such formula or plan had the Executive's participation therein and level of participation remained in effect following the Effective Date. Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus. (iii) Incentive, Savings and Retirement Plans. In addition to Annual Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs generally applicable to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities), savings opportunities and retirement benefits opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the Effective Date. (iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, 4 dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive and/or the Executive's family at any time during the 90-day period immediately preceding the Effective Date. (v) Business Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. (viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies. 5. Termination of Employment (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to the Executive written notice in accordance with Section 15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of 5 such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive's employment during the Employment Period for "Cause." For purposes of this Agreement, "Cause" means (i) repeated violations by the Executive of the Executive's responsibilities and duties under Section 4(a) of this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, (ii) commission of an intentional act of fraud, embezzlement or theft by the Executive in connection with the Executive's duties or in the course of the Executive's employment with the Company or its affiliated companies, (iii) causing intentional wrongful damage to property of the Company or its affiliated companies, (iv) intentionally and wrongfully disclosing secret processes or confidential information of the Company or its affiliated companies, or (v) participating, without the Company's express written consent, in the management of any business enterprise which engages in substantial and direct competition with the Company or its affiliated companies, and any such act shall have been materially harmful to the Company or its affiliated companies. (c) Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for "Good Reason." For purposes of this Agreement, "Good Reason" means (i) a substantial diminution in the Executive's position, authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, excluding non-substantial changes in title or office, and excluding any isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive; (iii) the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(i)(B) hereof or, requiring the Executive to travel away from his or her office in the course of discharging responsibilities or duties in a manner which is inappropriate for the performance of the Executive's duties hereunder and which is significantly more frequent (in terms of either consecutive days or aggregate days in any calendar year) than was required prior to the Change in Control; 6 (iv) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or (v) any failure by any successor to the Company to comply with and satisfy Section 14(c) of this Agreement, provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 14(c) of this Agreement. For the purposes of this Section 5(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by "Notice of Termination" to the other party hereto given in accordance with Section 15(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. (e) Date of Termination. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (ii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be. 6. Obligations of the Company upon Termination (a) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than the following obligations: (i) payment of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) payment of the product of (x) the Annual Bonus paid or payable but for any deferral (and annualized for any fiscal year consisting of less than twelve full months or for which the Executive has been employed for less than twelve full months) to the Executive for the most recently completed fiscal year during the Employment Period, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (iii) payment of any compensation 7 previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company (the amounts described in clauses (i), (ii) and (iii) above are hereafter referred to as "Accrued Obligations"). All Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive's family shall be entitled to receive benefits at least equal to the most favorable benefits provided generally by the Company and any of its affiliated companies to surviving families of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family as in effect on the date of the Executive's death generally with respect to other peer executives of the Company and its affiliated companies and their families. (b) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. All Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company and its affiliated companies to disabled peer executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter through the Date of Termination generally with respect to other peer executives of the Company and its affiliated companies and their families. (c) Cause. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive at the option of the Company, either (x) in a lump sum in cash within 30 days of the Date of Termination, or (y) in twelve equal consecutive monthly installments, with the first installment to be paid within 30 days of the Date of Termination. 8 (d) Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment under this Agreement for Good Reason: (i) the Company shall pay to the Executive the aggregate of the following amounts, such amounts to be payable by the Company in a lump sum in cash within 30 days of the Date of termination. A. All Accrued Obligations; and B. 2.0 times the sum of the Executive's Annual Base Salary and the higher of either (i) the average annualized (for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Company for less than twelve full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company's deferred compensation arrangements, in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs, or (ii) the targeted annual bonus payable to the Executive pursuant to the Company's Incentive Compensation Plan for the fiscal year in which the Date of Termination occurs (assuming 100% achievement of the Company performance factor and 100% achievement of the Executive's personal performance factor; and C. An amount equal to that portion, if any, of the Company's contribution to the Executive's 401(k), savings or other similar individual account plan which is not vested as of the Date of Termination (the "Unvested Company Contribution"), plus an amount which when added to the Unvested Company Contribution would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (ii) the Company shall pay the Executive up to $25,000 for executive outplacement services utilized by the Executive upon the receipt by the Company of written receipts or other appropriate documentation; and (iii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and, where applicable, the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies generally applicable to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the 9 Executive becomes employed elsewhere during the Employment Period and is thereby afforded comparable insurance and welfare benefits to those described in Section 4(b)(iv), the Company's obligation to continue providing the Executive with such benefits shall cease or be correspondingly reduced, as the case may be. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and (iv) All outstanding stock options held by the Executive pursuant to any Company stock option plan shall immediately become vested and exercisable as to all or any part of the shares covered thereby, with the Executive being able to exercise his or her stock options within a period of three months following the Date of Termination or such longer period as may be permitted under Executive's stock option agreements; and (v) If, in the calendar year immediately preceding the Date of Termination, the Executive had relocated the Executive's primary residence from one location (the "Point of Origin") to its location at the Date of Termination at the request of the Company, then any relocation expenses that are actually incurred in the year immediately following the Date of Termination by the Executive in moving the Executive's primary residence to any location shall be reimbursed by the Company to the extent such expenses do not exceed the cost of relocating the Executive's primary residence to the Point of Origin, provided such expenses are substantiated by means of written receipts. The cost of relocating the Executive's primary residence to the Point of Origin shall be determined by averaging estimates obtained by the Company in writing from three reputable moving companies, selected by the Company in good faith. It shall be the obligation of the Executive to notify the Company in advance of any such relocation so that such estimates may be obtained. The amounts required to be paid under this Section 6(d) shall be reduced by any other amount of severance (i.e., relating solely to salary or bonus continuation or actual or deemed pension or insurance continuation) received by the Executive upon such termination of employment under any severance plan, policy or arrangement of the Company applicable to the Executive or a group of employees of the Company, including the Executive, and applicable without regard to the occurrence of a Change in Control prior to such termination of employment. The amounts payable to the Executive pursuant to this Agreement will not be subject to any requirement of mitigation, nor, except as specifically set forth herein, will they be offset or otherwise reduced by reason of the Executive's receipt of compensation from any source other than the Company. 7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated 10 companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement. 8. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, except as provided in the last sentence of Section 6(d), shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any content by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"); provided that the Executive's claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit. 9. Release. Upon fulfillment of the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, the Executive fully and unconditionally releases and discharges all claims and causes of action which the Executive or his or her heirs, personal representatives, successors, or assigns ever had, now have, or hereafter may have against the Company and any of its affiliated companies on account of any claims and causes of action arising out of or relating to this Agreement, any other document relating hereto or delivered in connection with the transactions contemplated hereby. 10. Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that, as a result, directly or indirectly, of the operation of any of the Company's existing stock option plans, or any successor option or restricted stock plans (collectively, the "Option and Restricted Stock Acceleration"), either standing alone or taken together with the receipt of any other payment or distribution by the Company to or for the benefit of the Executive whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the amount payable to the Executive hereunder or as a result of the Option and Restricted Stock Acceleration shall be reduced in an amount that would result in the Executive being in the most advantageous net after-tax position (taking into account both income taxes and any Excise Tax). For purposes of this determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code shall be allocated between the Option 11 and Restricted Stock Acceleration, on the one hand, and Payments, on the other hand, in accordance with Section 280G(b)(3)(B) of the Code. (b) All determinations required to be made under this Section, including the amount of any reduction that will be made in the payments made pursuant to this Agreement and the assumptions to be utilized in arriving at such determinations, shall be made by PricewaterhouseCoopers LLP (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Accounting Firm for tax and accounting advice provided to the Executive, up to a maximum of $15,000, shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 11. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, to the extent that the Executive is a party to any other agreement relating to confidential information, inventions or similar matters with the Company, the Executive shall continue to comply with the provisions of such agreements. In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 12. Public Announcements. The Executive shall consult with the Company before issuing any press release or otherwise making any public statement with respect to the Company or any of its affiliated companies, this Agreement or the transactions contemplated hereby, and the Executive shall not issue any such press release or make any such public statement without the prior written approval of the Company, except as may be required by applicable law, rule or regulation or any self regulatory agency requirements, in which event the Company shall have the right to review and comment upon any such press release or public statement prior to its issuance. 13. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be determined and settled by arbitration to be held in the City of New York pursuant to the labor rules of the American Arbitration Association or any successor organization. Any award rendered thereunder shall be final, conclusive and binding on the parties. Subject to the provisions of Section 8 hereof, each party shall pay one-half of all costs 12 and expenses of any arbitration proceeding brought pursuant to this Section, and each party shall pay its own attorneys' fees and expenses. 14. Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 15. Miscellaneous (a) This Agreement shall be governed by and construed in accordance with the laws of the Sate of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: John A. Cottingham 7955 Sitio Solana Carlsbad, CA 92009 13 If to the Company: Invitrogen Corporation 1600 Faraday Avenue Carlsbad, CA 92008 (ATTN: General Counsel) or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof. (f) This Agreement supersedes any previous agreement between the Company and the Executive to the extent such agreement relates to the subject matter hereof; provided, however, that this Agreement shall not supersede that certain Settlement and Retention Agreement between the parties dated as of June 7, 2002. IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first written above. INVITROGEN CORPORATION /s/ By: /s/ - ----------------------------------- -------------------------------- John A. Cottingham C. Eric Winzer Chief Financial Officer 14 EX-10.46 11 a83302exv10w46.txt EXHIBIT 10.46 Exhibit 10.46 NOTICE: THIS NOTE IS SUBJECT TO SECTION 2966 OF THE CIVIL CODE, WHICH PROVIDES THAT THE HOLDER OF THIS NOTE SHALL GIVE WRITTEN NOTICE TO THE MAKERS OR TRUSTOR, OR HIS OR HER SUCCESSOR IN INTEREST, OF PRESCRIBED INFORMATION AT LEAST 90 AND NOT MORE THAN 150 DAYS BEFORE ANY BALLOON PAYMENT IS DUE. SECURED PROMISSORY NOTE Carlsbad, California U.S. $__________ __________, 2002 1. Obligation. The undersigned, _____________________________ ("Employee") and _____________________________, husband and wife (hereinafter referred to collectively as "Makers"), for value received, hereby promise to pay to INVITROGEN CORPORATION, a Delaware corporation (hereinafter "Invitrogen" or the "holder"), or order, as provided in Section 2 below or at such other place as the holder may in writing direct, the original principal amount of __________________ Thousand Dollars ($_________) without interest from the date hereof until the Maturity Date (as defined below), and to the extent any such principal amount remains outstanding on the Maturity Date Makers shall pay interest thereon at the fixed rate of 10% per annum until paid in full. Principal and interest (if applicable) shall be payable in lawful money of the United States of America. The principal amount of this Note shall be forgiven or the interest on such amount shall be abated in certain circumstances, as follows: 1.1 if Employee's employment with Invitrogen terminates involuntarily without Cause (as defined below) on or before the fifth anniversary of the date of this Note, this Note shall be fully forgiven effective on the date of such termination; 1.2 if Employee's employment with Invitrogen terminates voluntarily (e.g., resignation) or involuntarily for Cause, the principal balance of this Note shall not bear interest during any portion of the 180 days after the date of such termination; and 1.3 if Employee's employment with Invitrogen terminates due to death or permanent disability, the provisions of Section 4 below shall control; provided, that in any case specified in Subsections 1.1 to 1.3 above Employee or Employee's estate shall have executed and delivered to Invitrogen a general release (acceptable to Invitrogen in its sole discretion) waiving any and all claims, known or unknown, liquidated or unliquidated, arising out of or in any way related to Employee's employment with Invitrogen and/or termination of employment. For purposes of this Note, employment shall be deemed terminated for Cause if the termination is due to Employee's (i) theft, dishonesty, misconduct, willful neglect of duties or falsification of any employment or Invitrogen records; (ii) improper use or disclosure of Invitrogen's confidential or proprietary information; (iii) conviction of any crime that impairs Employee's ability to perform his/her duties for Invitrogen; or (iv) any action that has a detrimental effect on Invitrogen's reputation or business, as determined in the sole and exclusive discretion of Invitrogen. 2. Payments. Any payments of interest due hereunder shall be payable in monthly installments on the first day of every month. Unless the holder directs otherwise, all payments made hereunder shall be made to Invitrogen, attention: Controller, 1600 Faraday Avenue, Carlsbad, California 92008. 3. Maturity 3.1 The outstanding principal amount of the indebtedness evidenced by this Note shall be due and payable on the earlier to occur of the date 180 days after the voluntary termination (e.g., resignation) of Employee's employment with Invitrogen or 180 days after Employee's involuntary termination for Cause (either of such dates referred to herein as the "Maturity Date"), provided this Note has not been forgiven before such time pursuant to Subsection 1.1 or 3.2 or Section 4 hereof. 3.2 If by the third anniversary of the date of this Note Employee's employment with Invitrogen has not been terminated for any reason whatsoever, then the outstanding principal balance of this Note shall be decreased as of the third anniversary of the date of this Note by an amount equal to one-third of the original principal balance of this Note (an amount equal to one-third of the original principal balance of this Note is referred to herein as the "Forgiveness Amount"), and if Employee's employment with Invitrogen has not been terminated for any reason whatsoever as of the fourth and fifth anniversaries of the date of this Note, then such principal amount shall be further decreased on the fourth and fifth anniversaries of the date of this Note, respectively, by the Forgiveness Amount such that this Note shall be fully forgiven as of the fifth anniversary of the date of this Note. Notwithstanding the foregoing, any such forgiveness of principal shall be expressly conditioned upon (i) Employee's employment with Invitrogen as of the applicable anniversary date of this Note and (ii) Employee's full satisfaction and compliance with Section 17 below. 4. Death or Permanent Disability. Notwithstanding anything to the contrary in this Note, (i) this Note shall be fully forgiven upon the death of Employee prior to the Maturity Date and (ii) if the Employee becomes "Disabled" (as defined below) the Forgiveness Amount shall be fully forgiven upon each of the third, fourth, and fifth anniversary of the date of this Note; provided that the Employee has been either employed by Invitrogen or Disabled during the entire period beginning on the date of this Note and ending on each such anniversary, respectively. The term "Disabled" means that the Employee is unable to perform the essential functions of the position he or she holds in the Company, with or without reasonable accommodation. 5. Prepayment. This Note may be prepaid in whole or in part at any time without penalty or premium. Any partial prepayment shall be credited first to the most remote principal installment of this Note. 2 6. Late Payment Charge. Makers agree to pay to the holder of this Note an amount equal to 5% of any unpaid installment as a service charge on any such monthly installment which is not paid within ten days of the date due. 7. Costs of Collection. If this Note is not paid when due, whether at maturity or by acceleration, Makers promise to pay all costs incurred by the holder in collecting the amounts due hereunder, including attorneys' fees, and all expenses incurred by the holder in connection with the protection of or realization on the collateral securing this Note, whether or not suit is filed herein; such costs and expenses shall include, without limitation, all costs, reasonable attorneys' fees and expenses incurred by the holder in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving Makers which in any way affects the exercise by the holder of its rights and remedies under this Note or under any deed of trust, security agreement or other agreement or instrument securing or pertaining to this Note. 8. Secured Note. This Note is secured by a second priority deed of trust of even date herewith (the "Deed of Trust") to First American Title Insurance Company, as Trustee, executed by Makers in favor of Invitrogen encumbering certain residential real property located at ______________, California and purchased as Makers' principal residence (the "Principal Residence"). The Deed of Trust shall be junior and subordinate to only a first priority deed of trust in favor of ______________, securing indebtedness in an original principal amount of $_________. Makers represent and warrant that all of the proceeds of the indebtedness evidenced by this Note will be used to purchase the Principal Residence. 9. Default/Acceleration. At the option of the holder, without prior notice, and regardless of any prior forbearance, all sums remaining unpaid under this Note shall become immediately due and payable upon the occurrence of a default by Makers under this Note. The occurrence of any of the following events shall constitute a default by Makers under this Note: 9.1 Makers' failure to pay any payment of interest or principal when due under this Note, including, without limitation, Makers' failure to satisfy in full all sums remaining unpaid under this Note on or before the Maturity Date; or 9.2 Makers' failure to perform any of Makers' other monetary and nonmonetary covenants and agreements contained in this Note or the Deed of Trust. 10. Acceleration of Indebtedness. The Deed of Trust securing the repayment of this Note provides for the acceleration of the Maturity Date upon the happening of certain events, including the following: "If Trustor shall sell, convey, lease or otherwise alienate the property, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of 3 Beneficiary being first had and obtained, then Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable." 11. Non-Transferable. Notwithstanding any provision contained herein to the contrary, the benefits of the interest arrangements of this Note shall not be transferable and shall be conditioned on Employee's future performance of substantial services for Invitrogen within the meaning of Section 7872(f)(5) of the Internal Revenue Code of 1986, as amended ("Code"). 12. Termination of Employment. In the event Employee's employment with Invitrogen is terminated voluntarily or is terminated involuntarily for Cause (i) the outstanding principal balance of this Note shall thereafter bear interest at the fixed rate described in Section 1 above (subject to the limitations described in Subsection 1.2 above) and (ii) all sums remaining unpaid under this Note shall become due and payable on the date set forth in Section 3 above, unless sooner accelerated or unless forgiven pursuant to Subsection 3.2 or Section 4 above. 13. Waiver. Makers hereby waive presentment, demand, protest, notices of protest, dishonor and non-payment of this Note and all notices of every kind. No delay or omission on the part of the holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. The release of any party liable on this Note shall not operate to release any other party liable hereon. 14. Notice. Any notice or other communication which the holder may send to Makers, or which Makers may send to the holder, shall be deemed delivered three days following deposit of such notice or other communication in the United States Mail, certified, return receipt requested, postage prepaid, addressed to (i) the holder of this Note at the address set forth above or at such other address as the holder may direct in writing, or (ii) Makers at the address set forth in the Deed of Trust. 15. Governing Law. Principal and interest are payable in lawful money of the United States of America. This Note has been executed and delivered by Makers in the State of California and shall be governed by and construed in accordance with the laws of the State of California. In any action brought under or arising out of this Note, Makers hereby consent to the jurisdiction of any competent court within the State of California and consent to service of process by any means authorized by California law. 16. Income Tax Liabilities. Makers shall be solely and fully responsible for any and all income tax liabilities or other consequences arising from or out of this Note, including, without limitation, any such liabilities or consequences arising from or out of Invitrogen's forgiveness of any principal or interest evidenced hereby. 17. Tax Withholding. Employee hereby authorizes withholding from payroll and any other amounts payable to Employee, and otherwise agrees to pay to Invitrogen or make other 4 adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of Invitrogen, if any, which arise in connection with this Note and the forgiveness of any principal or interest evidenced hereby. Employee is cautioned that any forgiveness of principal pursuant to Subsection 1.1 or 3.2 or Section 4 above shall be conditioned upon, and shall not be effective unless and until any tax withholding obligations of Invitrogen are satisfied. MAKERS: ------------------------------------ ------------------------------------ 5 RIDER TO SECURED PROMISSORY NOTE EMPLOYEE CERTIFICATION I hereby certify that (i) I have been an employee of Invitrogen Corporation since ______________, and that I presently am an employee of Invitrogen Corporation, (ii) all of the proceeds of the loan evidenced by the Note will be used to purchase a new principal residence for me and my family, and (iii) I expect to be entitled to and will itemize deductions for United States federal income tax purposes for each year during which the loan made to me by Invitrogen Corporation is outstanding. This certification is made pursuant to Temporary Regulation Section 1.7872-5T(c)(1) and Proposed Regulation Section 1.7872-5(c)(1). I will promptly notify Invitrogen Corporation in writing in the event that I no longer itemize deductions for United States federal income tax purposes. Dated:______________________, 2002. ____________________________________________ 6 EX-10.47 12 a83302exv10w47.txt EXHIBIT 10.47 Exhibit 10.47 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: Gray Cary Ware & Freidenrich LLP Att'n: Joseph A. Delaney, Esq. 401 B Street, Suite 2000 San Diego, CA 92101-4240 - -------------------------------------------------------------------------------- [SPACE ABOVE THIS LINE FOR RECORDER'S USE] DEED OF TRUST WITH ASSIGNMENT OF RENTS THIS DEED OF TRUST, made as of _________, 2002, between ________________, as TRUSTOR, whose address is _______________________________, California __________, FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and INVITROGEN CORPORATION, a Delaware corporation, herein called BENEFICIARY. Trustor irrevocably grants, transfers and assigns to Trustee in Trust, WITH POWER OF SALE, that property in San Diego County, California, described in Exhibit A attached hereto, together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the purpose of securing (1) payment of the sum of $__________ according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. FOR ADDITIONAL TERMS AND CONDITIONS, SEE THE ATTACHED ADDENDUM TO DEED OF TRUST WITH ASSIGNMENT OF RENTS. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust referenced herein, and it is mutually agreed that all of the provisions set forth in subdivision B of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE - ------ ---- ---- ------ ---- ---- ------ ---- ---- ------ ---- ---- Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 71-10-26 615 Sonoma 2067 427 Calveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 Kern 3756 690 Orange 7182 18 San Diego Series 5 Book 1964, Page 149774

1 shall inure to and bind the parties hereto, with respect to the property described above. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties) are preprinted on the following pages hereof and are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge thereof does not exceed the maximum allowed by laws. The foregoing assignment of rents is absolute. The undersigned Trustor requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth. Signature of Trustor: ------------------------------------ [ADD NAME] ------------------------------------ [ADD NAME] STATE OF CALIFORNIA } } ss COUNTY OF On _______________, 2002, before me, ___________________________________________ the undersigned Notary Public, personally appeared _____________________________ [ ] personally known to me, or [ ] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. -------------------------------- (SEAL) Signature of Notary Public 2 EXHIBIT A TO DEED OF TRUST WITH ASSIGNMENT OF RENTS Legal Description The land referred to herein is situated in the State of California, County of San Diego, and is described as follows: APN: 3 The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. A. To protect the security of this Deed of Trust, Trustor agrees: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may, make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest of compromise any encumbrance, charge, or lien which in the judgement of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his or her reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby, any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. B. It is mutually agreed: (1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him or her in the same manner and with the same effect as above provided for regarding disposition of proceeds of fire or other insurance. (2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his or her right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (3) That any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled thereto." (5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his or her own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law. Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereof. (7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or 4 counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or the neuter, and the singular number includes the plural. (9) The Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE TO FIRST AMERICAN TITLE INSURANCE COMPANY: The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned, and all other evidence of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same. Dated:____________ __________________________________________________ __________________________________________________ Please mail Deed of Trust, Note and Reconveyance to _______________________________________________________ Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. 5 EX-10.48 13 a83302exv10w48.txt EXHIBIT 10.48 Exhibit 10.48 ADDENDUM TO DEED OF TRUST WITH ASSIGNMENT OF RENTS THIS ADDENDUM to that certain Deed of Trust With Assignment of Rents by ______________ ("Employee") and ______________, husband and wife (hereinafter referred to collectively as "Trustor"), in favor of INVITROGEN CORPORATION, a Delaware corporation (hereinafter referred to as "Beneficiary") (the "Deed of Trust"), is dated as of the same date as the Deed of Trust and incorporates, amends and modifies the Deed of Trust as follows: 1. Acceleration of Indebtedness. If Trustor shall sell, convey, lease or otherwise alienate the property, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained, then Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable. 2. Security for Repayment of a Promissory Note. The Deed of Trust secures the repayment of a Secured Promissory Note of even date herewith in the original principal amount of U.S. _______________________ Thousand Dollars (U.S.$_________) (the "Note"). The Note contains the following provisions: 9. Default/Acceleration. At the option of the holder, without prior notice, and regardless of any prior forbearance, all sums remaining unpaid under this Note shall become immediately due and payable upon the occurrence of a default by Makers under this Note. The occurrence of any of the following events shall constitute a default by Makers under this Note: 9.1 Makers' failure to pay any payment of interest or principal when due under this Note, including, without limitation, Makers' failure to satisfy in full all sums remaining unpaid under this Note on or before the Maturity Date; or 9.2 Makers' failure to perform any of Makers' other monetary and nonmonetary covenants and agreements contained in this Note or the Deed of Trust. 3. Termination of Employment. The Note secured by the Deed of Trust also contains the following provision pertaining to Trustor's termination of employment: 12. Termination of Employment. In the event Employee's employment with [Beneficiary] is terminated voluntarily or is terminated involuntarily for Cause, (i) the outstanding principal balance of this Note 1 shall thereafter bear interest at the fixed rate described in Section 1 above (subject to the limitations described in Subsections 1.2) and (ii) all sums remaining unpaid under this Note shall become due and payable on the date set forth in Section 3 above, unless sooner accelerated or unless forgiven pursuant to Subsection 3.2 or Section 4 above. 4. Maturity of Note. Pursuant to Section 3.1 of the Note, the "outstanding principal amount of the indebtedness evidenced by this Note shall be due and payable on the date 180 days after the voluntary termination (e.g., resignation) of Employee's employment with Invitrogen or 180 days after Employee's involuntary termination for Cause (either of such dates referred to herein as the "Maturity Date")." 5. Subordinate Lien. The lien of the Deed of Trust shall be junior and subordinate to a first priority lien of a deed of trust, recorded on ______________, 2002, as Document No. 2002-__________ in the Official Records of San Diego County, in favor of _________________________________, securing indebtedness in the original principal amount of $_________. TRUSTOR: ------------------------------------- [Add name] ------------------------------------- [Add name] 2 [This notarial acknowledgment is attached as page 3 to that certain Addendum to Deed of Trust With Assignment of Rents] STATE OF } ss COUNTY OF On ______________, 2002, before me, _______________________________ the undersigned Notary Public, personally appeared _______________________ [ ] personally known to me, or [ ] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. -------------------------------------- (SEAL) Signature of Notary Public 3 [This notarial acknowledgment is attached as page 4 to that certain Addendum to Deed of Trust With Assignment of Rents] STATE OF } ss COUNTY OF On ______________, 2002, before me, _____________________________ the undersigned Notary Public, personally appeared ________________________ [ ] personally known to me, or [ ] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. -------------------------------------- (SEAL) Signature of Notary Public 4 EX-10.49 14 a83302exv10w49.txt EXHIBIT 10.49 Exhibit 10.49 INVITROGEN CORPORATION EMPLOYEE RELOCATION GUIDELINES Paybands 19, 20, 21, 22 & 23 (10) Rockville Closing Effective 4/1/2001 1 INVITROGEN CORPORATION RELOCATION POLICY GUIDELINES -- ROCKVILLE CLOSING PAY BANDS 19, 20, 21, 22 & 23 (10) I. RELOCATION SERVICES A. Travel Expenses -- Reimbursable 1. Home Finding Trips You and your spouse are entitled to three (3) round trips to the destination location for the purpose of selecting a new residence. The trip can include your child(ren) if approved by Human Resources. The following terms and conditions apply: a. The number of days reimbursed for each home finding visit shall not exceed a total of five days and five nights stay in the destination location. b. Costs related to round trip transportation, lodging at a company-designated hotel, car rental and reasonable meals will be reimbursed. c. Reasonable expenses incurred while on a home finding trip will be reimbursed using the relocation expense report provided, with receipts attached. These expense reimbursement requests must be submitted within 30 days of incurring the expense and must be clearly designated as "relocation expense". d. Reasonable and customary expenses for childcare will be reimbursed. 2. Final Move Invitrogen will reimburse reasonable and customary expenses of one-way transportation for you and your immediate family to the new location. Travel will be by the most direct route. Reimbursable expenses include mileage at the current company rate and tolls, as well as lodging and meal costs for every day of travel plus the last day at the old location and the arrival day in the new location. If you have begun working at the new location prior to the final move, Invitrogen will provide a one-way trip for you to return to the former residence to assist the family with the final move. B. Household Goods Moving Expenses You will be referred to the contracted household goods carrier who will transport your belongings to the new location. Invitrogen will pay for all reasonable charges for packing at origin, one pickup at origin and one delivery at destination and unpacking at destination within the guidelines that follow: 1. Approved Moving Expenses a. Transport of household and personal effects. 2 b. Costs related to one packing/loading and one unloading/unpacking of goods during a normal Monday through Friday workweek. c. Fees for preparation, service and normal reinstallation of appliances and electronic household items. d. Insurance of household goods both in transit and while goods are in storage. e. Transport of two automobiles, if necessary. Travel by personal automobile is required if distance is 350 miles or less. f. Storage of household goods for up to 90 days. g. If your household goods are packed prior to the scheduled date of departure, meals and lodging at the old location will be reimbursed for you and all members of the immediate family subject to Section C below. h. Reasonable expenses will be covered for moving ordinary household pets, such as dogs and cats. Shipping charges (including pet carriers) and required health certifications are authorized for up to two pets. 2. Moving Expenses -- Approved by Invitrogen on a Case-by-Case Basis Special services such as the following will be reviewed on a case-by-case basis and must be approved in advance by the VP, Human Resources. a. Farm equipment, airplanes, boats and boat trailers, motor homes, more than two automobiles or vehicles, antique automobiles and automobiles not in driving condition. b. Unauthorized overtime hours paid to the carrier for hours required to pack/load/unload and extra pickup charges. 3. Moving Expenses -- Not Allowable a. Removal of typically permanent fixtures such as carpeting, antennas, satellite television dishes, playground equipment, above ground swimming pools, Jacuzzis, large workshops, draperies, permanently affixed wall mirrors, light fixtures, air conditioners, or items attached to a foundation or wall will not be considered allowable expenses. b. Costs associated with transport of firewood, building materials, combustible items, frozen and perishable foods, alcoholic beverages, livestock. c. Unusual and exotic household animals such as rare birds, tropical fish and snakes, which require special and specific environmental conditions. d. Special crating/uncrating, unpacking for unusual items such as antiques, lab equipment, pool tables or grandfather clocks needs to be authorized. e. Plants and shrubs. 3 f. Personal insurance coverage for family treasures such as jewelry, documents, mementos, collections, precious metals, stones, coins and automobiles towed by employee. g. Costs incurred for and movement of items not covered by the policy may be negotiated with the carrier. However, such expense items are non-reimbursable relocation expenses and must be paid for directly to the carrier by the employee. h. Tips or other gifts to the household goods carrier. 4. Rental Trailer -- an additional $.04 per mile, plus rental expense will be paid if you use a trailer to transport all or part of your personal effects and the trailer is moved to the new location by personal car. C. Temporary Living Expenses Temporary living covers the period of time between when you move out of your former home and when you take possession of the new residence (except as provided in Section C(2) below). Every effort should be made to time the move so you and your furniture go directly to the new residence. Temporary living is authorized, if required, for up to ninety (90) days. 1. Lodging Invitrogen will reimburse for reasonable accommodation at a company-designated hotel while awaiting the delivery of household belongings. It is recommended that if you know the period of time will exceed three weeks, Invitrogen will assist you in locating an efficiency or furnished apartment to rent on a monthly basis. 2. Meals Reasonable and customary reimbursement of meals for the employee and family for up to ninety (90) days. Such reimbursement for meals may continue for up to two days after you have taken possession of the new residence to allow time to move into your kitchen and dining facilities. 3. Car Rental Car rental is in accordance with company policy. 4. Laundry and Dry Cleaning Charges Charges accrued during a hotel stay only will be reimbursed. D. Miscellaneous Relocation Expense Allowance. Invitrogen will provide a Miscellaneous Relocation Expense Allowance equal to $10,000, payable on the effective date of your relocation as determined between the HR Department and you. E. Sale of Former Home Invitrogen will reimburse for the real estate commission on the sale of your former home up to 6% of the sales price, plus reasonable and customary closing costs, including appraisals, legal fees, home inspection, title search fees, and transfer taxes and 4 recordation costs customarily paid by sellers (up to a maximum for taxes and recordation costs of $10,000), provided the sale occurs within one year of relocation contract date and employee is actively employed by the Company during the period. F. Lease Termination (Renter) Invitrogen will reimburse for reasonable penalties for the cancellation of an unexpired lease for up to two months rent. G. Home Finding Assistance For a New Residence The following description details the procedures for home finding assistance for Invitrogen transferring employees. These services, provided through L&F, include the Buy Smart Home Finding Program (Homeowner) and the Rent Smart Home Finding Program (Renter). 1. Buy Smart Home Finding Program Your L&F Coordinator will assist you with information and the selection of qualified Realtor(s) in your new area. The Coordinator will conduct an in-depth discussion on your concerns, needs and wants. Based on your wishes, the L&F Coordinator will provide you with a comprehensive area information package with specialized information. The L&F Coordinator will arrange an area orientation tour with a Relocation Realtor and schedule tours of appropriate housing that is available. If you have a Realtor with whom you would like to work, provide the Realtor's name to your L&F Coordinator. DO NOT CONTACT THE REALTOR DIRECTLY. When you find a home you want to purchase, the L&F Coordinator is available to assist you in your contract negotiations. The Coordinator will review the contract with you to be sure you understand your relocation benefits relevant to the terms of the contract. 2. Purchase of New House If the employee purchases a residence, Invitrogen will reimburse a combination of points on a new home loan (excluding loan prepayment penalties) and other miscellaneous closing costs (such as loan origination fees, appraisal fees, administrative and processing fees, title insurance fees, escrow fees, and building inspection fees) up to a maximum of $20,000. If the employee rents a residence instead of purchasing, Invitrogen will pay to the employee a one time relocation bonus of $15,000 in lieu of the amount specified in the previous sentence. Invitrogen will extend an interest-free loan for $150,000 for the purchase of a home, to be secured by the home purchased, or any subsequent home purchased while employed by Invitrogen. The employee will not be required to make principal payments on the loan unless employee's employment is terminated prior to the forgiveness of the loan. Loan to be forgiven if still an employee with Invitrogen as follows: one/third of the loan after three (3) years; an additional one/third of the loan after four (4) years; and the final one/third of the loan after five (5) years. The employee will be liable for taxes, if any, for imputed interest and forgiveness of the loan. Complete details relating to the loan are included in the Secured Promissory Note and Deed of Trust (and Addendum thereto), which the employee must execute 5 before receiving the loan. A copy of these documents in blank has been made available to employee. 3. Rent Smart Home Finding Program Your L&F Coordinator will assist you with information and the selection of qualified Realtor(s) or Rental Specialist(s). The L&F Coordinator will discuss your needs and wants and schedule an are a orientation tour and viewing of appropriate housing that is available. When you locate a property that you would like to rent, your Rental Specialist will assist you in your lease negotiation, and will provide a Transfer Clause to be inserted in your lease to protect you, should you be relocated prior to your lease expiration. II. TAX ASSISTANCE AND REGULATIONS The Internal Revenue Service considers most amounts received as reimbursement for relocation expenses to be compensation. The expense reimbursement paid directly to an employee for IRS qualified moving expenses (shipment of household goods, 30 days storage in transit, final move transportation and lodging costs) will be reported in Box 12 of the W-2. Qualified moving expenses paid to a third party on behalf of an employee will no longer be reported on the employee's W-2. All non-qualified reimbursements whether paid to the employee or a third party, will be included in wages, Box 1 of the W-2. At year-end, Invitrogen will provide you with a summary of your relocation expenses that were paid during the year. This will assist you in filing your personal income tax return. Invitrogen will "gross-up" all non-deductible expenses that are subject to reimbursement under this agreement so that you will not incur any net, out-of-pocket expense after payment of Federal, State, FICA and Medicare taxes relating to such expense reimbursement. Such non-deductible expenses include, without limitation: - Home Finding Trip Expenses - Temporary Living Expenses - Miscellaneous Relocation Expense Allowance - Closing Costs on Sale of Former Home - Miscellaneous Closing Costs on Purchase of New Home (not points) - Employment Assistance for Spouse - Lease Cancellation and Rental Assistance Reasonably promptly following the submission of any approved request for reimbursement of eligible expenses, you will receive a payment from Invitrogen that shall be grossed up so that the net payment to you shall equal the actual expense. Such payment shall be calculated based upon your United States federal and state income tax rates, as determined based upon your Form W-4 (Employee's Withholding Allowance Certificate) and applicable state withholding certificate. After the end of the calendar year, you may submit to Invitrogen's HR Department a certification from your certified public accountant or such other documentation in a form acceptable to Invitrogen, to document that you were subject to higher effective marginal tax rates during the year in which you received expense reimbursements pursuant to this agreement. In such case, Invitrogen shall make an additional gross-up payment reasonably promptly after the submission of the certification or additional documentation, based upon the actual tax rates applicable to you for such year. Such additional payment shall also be grossed up using the higher effective marginal tax rate identified for the previous year. 6 For expenses of third party service providers that are paid directly by Invitrogen, a gross up payment will be made by Invitrogen to the employee at the end of the year in which such expense is incurred. Interpretation of the "gross-up" policy lies with the Vice President of Human Resources, the Chief Financial Officer and his or her designee. All requests for relocation reimbursement must be received by Invitrogen by November 30 to ensure inclusion of expenses in the current tax year. For tax reporting purposes, relocation expense reports received after November 30 will be included in the following tax year. Invitrogen will pay the cost of tax return preparation service by a third party service provider approved by Invitrogen in advance to assist the employee in preparation of tax returns for any year in which the employee has received any expense reimbursements pursuant to this agreement. III. EMPLOYMENT ASSISTANCE FOR SPOUSE If your spouse is currently employed, Invitrogen will provide placement services through an agency of the Company's choosing in the relocation area to assist in finding a new job, in an amount not to exceed $10,000 for such services actually received. IV. RELOCATION BACK If the employee is terminated without Cause (as defined in the Secured Promissory Note relating to the housing loan described above) within twelve (12) months from the effective work start date at the new location, the employee shall be provided with a severance package equal to two (2) weeks of salary per year of service and a relocation award that shall consist of either: A. cash in an amount equal to the cost of relocating back to the employee's point of origin, which shall include only the type of costs listed in Sections I(A)(2) and I(B) above calculated based on one or more estimates obtained by the Company in good faith from one or more third party service providers or B. the actual costs incurred by the employee and his or her family in one move to any location in the continental United States during the twelve (12) months following such termination that are the type of costs authorized in Sections I(A), -(B), -(C), -(E), and -(F) above. V. EMPLOYEE REIMBURSEMENT AGREEMENT Recognizing the comprehensive nature of these Guidelines and the magnitude of the obligations assumed by Invitrogen, the employee agrees to reimburse Invitrogen for all relocation expenses incurred if the employee leaves employment voluntarily or is terminated for gross misconduct within twelve (12) months of the effective work start date at the new location. At the end of 12 months of employment, the amount will be completely forgiven. If the employee voluntarily terminates his/her service, the total relocation expenses incurred on behalf of the newly transferred employee will become immediately payable to Invitrogen. Further, all reimbursements under the agreement of which these Guidelines are a part, including any submitted but not yet reimbursed expenses and any pending tax assistance payments shall cease as of the date of termination. Invitrogen maintains the right to withhold moneys owed from any final salary or other moneys due the individual. A letter agreement between Invitrogen and the employee incorporating these Guidelines must be signed by you and returned to Human Resources as a prerequisite to receiving relocation benefits. 7 EX-99.1 15 a83302exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Lyle C. Turner, Chief Executive Officer of Invitrogen Corporation (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Quarterly Report on Form 10-Q of the Registrant, to which this certification is attached as an exhibit (the "Report"), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: August 9, 2002 /s/ Lyle C. Turner ------------------------------ Lyle C. Turner Chief Executive Officer EX-99.2 16 a83302exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, C. Eric Winzer, Chief Financial Officer of Invitrogen Corporation (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge: (1) the Quarterly Report on Form 10-Q of the Registrant, to which this certification is attached as an exhibit (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: August 12, 2002 /s/ C. Eric Winzer ------------------------------ C. Eric Winzer Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.38

                                                                   EXHIBIT 10.38


                       SETTLEMENT AND RETENTION AGREEMENT

This Settlement and Retention Agreement (the "Agreement") is entered into by and
between C. Eric Winzer ("Executive") and Invitrogen Corporation, a Delaware
Corporation ("Invitrogen" or the "Company") and is effective as of May 31, 2002
(the "Effective Date").

WHEREAS, Executive entered into a Change-in-Control Agreement dated February 13,
1997 with Life Technologies, Inc., which was amended on October 11, 2000 (the
"Original CIC Agreement"); and

WHEREAS, Life Technologies, Inc. was merged into Invitrogen in September 2000
under Delaware law, and Invitrogen thereby acquired all of the rights and
obligations of Life Technologies, Inc. under the Original CIC Agreement; and

WHEREAS, Executive is presently entitled to exercise certain rights under the
Original CIC Agreement that would result in the termination of Executive's
employment and require the Company to make a cash payment and provide other
benefits to Executive; and

WHEREAS, the Company would like to continue to employ Executive, and Executive
would like to continue to be employed by the Company; and

WHEREAS, the Company would like to reduce the incentive for Executive to
terminate Executive's employment and provide an incentive for Executive to
remain employed by the Company.

NOW THEREFORE, in consideration of the promises, mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intending to be
legally bound, agree as follows:

1. Settlement Payment. The Company agrees to provide a "Settlement Payment" to
Executive, payable in two lump sum installments on the dates specified below
(the "Payment Dates"), less applicable withholdings as required by law or
regulation; provided, with respect to each installment, that Executive's
employment is not terminated prior to the respective Payment Date for such
installment by the Company for Cause (as defined below) or by Executive without
Good Reason (as defined below):



               Amount                       Date
               ------                       ----
                                     
        a.     $201,188                     October 1, 2002
        b.     $201,188                     October 1, 2004



In the event Executive's employment terminates prior to one or both of the
Payment Dates for any other reason, including but not limited to termination of
Executive's employment by the Company without Cause, Executive's resignation for
Good Reason, Executive's death or Disability (as defined below), any
outstanding, unpaid portion of the Settlement Payment will become immediately
due and payable to Executive, or his estate, as the case may be.

2. At-Will. Executive acknowledges that Executive continues to be employed by
the Company as an at-will employee and that nothing in this Agreement is
intended to




or should be construed to contradict, modify or alter Executive's at-will
employment status.

3. Definitions.

        a. Cause. For purposes of this Agreement, "Cause" shall mean: (i)
Executive's willful and deliberate failure or refusal to perform Executive's job
responsibilities and duties (as they existed or were assigned during the 90-day
period immediately preceding the Effective Date or as revised thereafter by
agreement of Executive and the Company), provided that Executive has been given
written notice of and a 30-day opportunity to cure such non-performance; (ii)
commission of an intentional act of fraud, embezzlement or theft by Executive in
connection with Executive's duties or in the course of Executive's employment
with the Company or its affiliated companies; (iii) causing intentional,
wrongful damage to property of the Company or its affiliated companies; (iv)
intentionally and wrongfully disclosing trade secrets or confidential
information of the Company or its affiliated companies; or (v) participating,
without the Company's express written consent, in the management of any business
enterprise that engages in substantial and direct competition with the Company
or its affiliated companies and any such act shall have been materially harmful
to the Company or its affiliated companies.

        b. Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

               i. a substantial diminution in Executive's position, authority,
duties or responsibilities (as they existed or were assigned at any time during
the 90-day period immediately preceding the Effective Date), excluding
non-substantial changes in title or office and any isolated, insubstantial and
inadvertent action not taken in bad faith that is remedied by the Company within
thirty (30) days of receiving written notice thereof from Executive;

               ii. any reduction or adverse change to Executive's compensation
and benefits in place as of the Effective Date of the Agreement or granted to
Executive by the Company thereafter, including, but not limited to, base salary,
bonuses and any other incentive compensation plans or programs; savings and
retirement plans or programs; health and welfare benefit plans, including, but
not limited to, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans;
and paid vacation, excluding any isolated, insubstantial and inadvertent failure
not taken in bad faith that is remedied by the Company within thirty (30) days
of receiving written notice thereof from Executive or any reduction that is made
as part of, and is generally consistent with, a general reduction of senior
executive compensation and benefits;

               iii. the relocation of Executive's principal place of work to an
office or location more than fifty (50) miles from the location Executive was
assigned to immediately prior to the Effective Date (provided, however, that
relocation to Carlsbad, CA, shall not constitute Good Reason) or the Company
substantially increases without the prior consent of the Executive the amount of
time Executive is required to travel; and

               iv. any failure by any successor to the Company to comply with
and satisfy Section 11, provided that such successor has received at least ten
(10) days


                                       2


prior written notice from the Company or Executive of the requirements of
Section 11 of this Agreement.

For the purposes of this Section 3(b), any good faith determination of "Good
Reason" made by Executive shall be conclusive.

        c. Disability. The term "Disability" means Executive's inability to
perform the essential functions of Executive's job due to a mental or physical
condition, with or without reasonable accommodation. In no event will
Executive's employment be terminated for Disability until 180 consecutive days
has elapsed and Disability has been determined by a physician selected by the
Company or its insurers and acceptable to Executive or Executive's legal
representative (such agreement as to acceptability not to be withheld
unreasonably).

        d. Date of Termination. The term "Date of Termination" means the date of
receipt of the Notice of Termination (described below) or any later date
specified therein, as the case may be; provided, however, that: (i) if
Executive's employment is terminated by the Company without Cause the Date of
Termination shall be the date the Company notifies the Executive of such
termination; and (ii) if Executive's employment is terminated by reason of death
or Disability, the Date of Termination shall be the date of Executive's death or
the effective date of the Disability, as the case may be.

4. Notice of Termination. Any termination by the Company for Cause or
resignation by Executive for Good Reason before October 1, 2004, shall be
communicated by "Notice of Termination" to the other party in accordance with
Section 13(b) of this Agreement. The "Notice of Termination" must be in writing
and set forth: (a) the facts and circumstances, in reasonable detail, claimed to
provide a basis for the termination with Cause or resignation for Good Reason;
(b) if the Date of Termination is other than the date of receipt of such notice,
the termination date (which shall be not more than thirty (30) days after the
giving of such notice). Executive or the Company's failure to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of
Good Reason or Cause, as the case may be, shall not waive any right hereunder or
preclude Executive or the Company from asserting such fact or circumstance in
enforcing Executive's or the Company's rights hereunder.

5. Independent Obligations. The Settlement Payment is in settlement of
preexisting contractual claims and shall not: (a) be reduced by any severance
received by Executive, or reduce any severance to be received by Executive, upon
termination of employment under any severance plan, policy, agreement, or
arrangement of the Company applicable to Executive or a group of employees of
the Company including the Executive, whether or not any such severance received
by Executive is payable as a result in whole or in part of a change in control
of the Company prior to such termination of employment; (b) constitute "salary,"
"bonus," or "severance" for purposes of the New CIC Agreement (described at
Section 12 below), and accordingly, shall not increase, decrease, or affect in
any way the calculation of money payable or entitlement to other benefits
pursuant to the New CIC Agreement; (c) be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action that the Company may have
against Executive or others; and (d) be subject to any requirement that
Executive seek other employment or take any other action by way of mitigation,
nor will it be offset or otherwise be reduced by reason of Executive's receipt
of compensation from any source other than the Company.



                                       3


6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Executive's continuing or future participation in any benefit, bonus, incentive
or other plans, programs, policies or practices provided by the Company or any
of its affiliated companies and for which Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as Executive may have
under any other agreements with the Company or any of its affiliated companies.
Amounts that are vested benefits or that Executive is otherwise entitled to
receive under any plan, policy, practice or program of the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program. In addition,
nothing in this Agreement is intended to or should be construed to contradict,
modify or alter the terms and conditions of that certain offer letter entered
into by Executive and the Company on May 31, 2002 (the "Promotion and Relocation
Letter"). The terms and conditions of Executive's employment shall continue to
be governed by the Promotion and Relocation Letter except as expressly set forth
herein.

7. Legal Fees. The Company agrees to pay, to the full extent permitted by law,
all legal fees and expenses that Executive may reasonably incur, including the
costs and expenses of any arbitration proceeding, as a result of any contest
(regardless of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as
amended (the "Code"); provided that Executive's claim is not determined by a
court of competent jurisdiction or an arbitrator to be frivolous or otherwise
entirely without merit.

8. Termination of Original CIC Agreement; Release.

        a. Termination of Original CIC Agreement. This Agreement terminates all
rights and obligations of the Company and Executive under the Original CIC
Agreement and supersedes any previous agreement between the Company and
Executive, written or oral, to the extent such agreement relates to the subject
matter hereof.

        b. General Release of All Claims.

               i. Executive fully and unconditionally releases and discharges
all claims and causes of action that Executive or Executive's heirs, personal
representatives, successors, or assigns ever had, now have, or hereafter may
have against the Company, and any subsidiary corporations, divisions and
affiliated corporations, partnerships or other affiliated entities of the
Company, past and present, as well as the Company's employees, officers,
directors, agents, shareholders, successors and assigns (collectively, "Released
Parties") on account of any claims and/or causes of action arising out of or
relating to the Original CIC Agreement and any other document relating thereto
or delivered in connection with the transactions contemplated thereby.

               ii. Executive declares and represents that Executive intends this
Agreement to be complete and not subject to any claim of mistake, and that the
release herein expresses a full and complete release of all claims, known and
unknown, suspected or unsuspected arising out of or relating to the Original CIC
Agreement and any other document relating thereto or delivered in connection
with the


                                       4


transactions contemplated thereby and, regardless of the adequacy or inadequacy
of the consideration, Executive intends the release herein to be final and
complete. Executive executes this Agreement with the full knowledge that the
release covers all possible claims against the Released Parties arising out of
or relating to the Original CIC Agreement, to the fullest extent permitted by
law. Executive further agrees that this release is to be interpreted broadly and
includes the waiver of all rights under California Civil Code section 1542,
which provides that "a general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor."

9. Termination of Settlement and Retention Agreement; Release. Simultaneous with
the payment of the last installment of the Settlement Payment, Executive agrees
to sign a release similar to the release set forth in Section 8(b) above that
acknowledges that the Company has fully performed and satisfied all of its
obligations under this Agreement and that releases all claims or causes of
action arising out of or relating to this Agreement.

10. Arbitration. Any dispute, controversy or claim arising out of or relating to
this Agreement, or any breach thereof, shall be determined and settled by
arbitration to be held in the City of San Diego pursuant to the employment rules
of the American Arbitration Association or any successor organization. Any award
rendered there under shall be final, conclusive and binding on the parties.

11. Successors.

        a. This Agreement is personal to Executive and without the prior written
consent of the Company shall not be assignable by Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by Executive's legal representatives.

        b. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

        c. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as herein defined
and any successor to its business and/or assets as aforesaid that assumes and
agrees to perform this Agreement by operation of law, or otherwise.

12. New CIC Agreement. The parties agree to enter into a new Change in Control
Agreement contemporaneously with the execution of this Agreement, which shall be
in the standard form of such agreement adopted by the Board of Directors of
Invitrogen (the "New CIC Agreement").

13. General Provisions.


                                       5


        a. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

        b. Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, to the addresses
set forth below or to such other address as either party shall have furnished to
the other in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.

        c. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

        d. Waiver. Either party's failure to insist upon strict compliance with
any provision hereof in any particular instance shall not be deemed to be a
waiver of such provision or any other provision thereof.

        e. Counterparts. This Agreement may be signed in two counterparts, each
of which together shall constitute one and the same Agreement, binding on the
parties as if each had signed the same document.

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



INVITROGEN CORPORATION                      C. Eric Winzer


By: /s/                                      /s/
   --------------------------------         ----------------------------------
Printed Name: L. James Runchey              8009 E. Brookridge Drive
                                            Middletown, MD  21769
Title: VP, Human Resources

Address:    Invitrogen Corporation
            1600 Faraday Avenue
            Carlsbad, CA 92008
               (ATTN:  General Counsel)


                                       6

EX-10.39

                                                                   EXHIBIT 10.39

                       SETTLEMENT AND RETENTION AGREEMENT


This Settlement and Retention Agreement (the "Agreement") is entered into by and
between Daryl Faulkner ("Executive") and Invitrogen Corporation, a Delaware
Corporation ("Invitrogen" or the "Company") and is effective as of May 31, 2002
(the "Effective Date").


WHEREAS, Executive entered into a Change-in-Control Agreement dated March 9,
2000 with Life Technologies, Inc., which was amended on October 11, 2000 (the
"Original CIC Agreement"); and

WHEREAS, Life Technologies, Inc. was merged into Invitrogen in September 2000
under Delaware law, and Invitrogen thereby acquired all of the rights and
obligations of Life Technologies, Inc. under the Original CIC Agreement; and

WHEREAS, Executive is presently entitled to exercise certain rights under the
Original CIC Agreement that would result in the termination of Executive's
employment and require the Company to make a cash payment and provide other
benefits to Executive; and

WHEREAS, the Company would like to continue to employ Executive, and Executive
would like to continue to be employed by the Company; and

WHEREAS, the Company would like to reduce the incentive for Executive to
terminate Executive's employment and provide an incentive for Executive to
remain employed by the Company.

NOW THEREFORE, in consideration of the promises, mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intending to be
legally bound, agree as follows:

1. Settlement Payment. The Company agrees to provide a "Settlement Payment" to
Executive, payable in two lump sum installments on the dates specified below
(the "Payment Dates"), less applicable withholdings as required by law or
regulation; provided, with respect to each installment, that Executive's
employment is not terminated prior to the respective Payment Date for such
installment by the Company for Cause (as defined below) or by Executive without
Good Reason (as defined below):




               Amount                       Date
               ------                       ----
                                      
        a.     $378,200                     October 1, 2002
        b.     $378,200                     October 1, 2004



In the event Executive's employment terminates prior to one or both of the
Payment Dates for any other reason, including but not limited to termination of
Executive's employment by the Company without Cause, Executive's resignation for
Good Reason, Executive's death or Disability (as defined below), any
outstanding, unpaid portion of the Settlement Payment will become immediately
due and payable to Executive, or his estate, as the case may be.



2. At-Will. Executive acknowledges that Executive continues to be employed by
the Company as an at-will employee and that nothing in this Agreement is
intended to or should be construed to contradict, modify or alter Executive's
at-will employment status.

3. Definitions.

        a. Cause. For purposes of this Agreement, "Cause" shall mean: (i)
Executive's willful and deliberate failure or refusal to perform Executive's job
responsibilities and duties (as they existed or were assigned during the 90-day
period immediately preceding the Effective Date or as revised thereafter by
agreement of Executive and the Company), provided that Executive has been given
written notice of and a 30-day opportunity to cure such non-performance; (ii)
commission of an intentional act of fraud, embezzlement or theft by Executive in
connection with Executive's duties or in the course of Executive's employment
with the Company or its affiliated companies; (iii) causing intentional,
wrongful damage to property of the Company or its affiliated companies; (iv)
intentionally and wrongfully disclosing trade secrets or confidential
information of the Company or its affiliated companies; or (v) participating,
without the Company's express written consent, in the management of any business
enterprise that engages in substantial and direct competition with the Company
or its affiliated companies and any such act shall have been materially harmful
to the Company or its affiliated companies.

        b. Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

               i. a substantial diminution in Executive's position, authority,
duties or responsibilities (as they existed or were assigned at any time during
the 90-day period immediately preceding the Effective Date), excluding
non-substantial changes in title or office and any isolated, insubstantial and
inadvertent action not taken in bad faith that is remedied by the Company within
thirty (30) days of receiving written notice thereof from Executive;

               ii. any reduction or adverse change to Executive's compensation
and benefits in place as of the Effective Date of the Agreement or granted to
Executive by the Company thereafter, including, but not limited to, base salary,
bonuses and any other incentive compensation plans or programs; savings and
retirement plans or programs; health and welfare benefit plans, including, but
not limited to, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans;
and paid vacation, excluding any isolated, insubstantial and inadvertent failure
not taken in bad faith that is remedied by the Company within thirty (30) days
of receiving written notice thereof from Executive or any reduction that is made
as part of, and is generally consistent with, a general reduction of senior
executive compensation and benefits;

               iii. the relocation of Executive's principal place of work to an
office or location more than fifty (50) miles from the location Executive was
assigned to immediately prior to the Effective Date (provided, however, that
relocation to Carlsbad, CA, shall not constitute Good Reason) or the Company
substantially increases without the prior consent of the Executive the amount of
time Executive is required to travel; and

               iv. any failure by any successor to the Company to comply with
and satisfy Section 11, provided that such successor has received at least ten
(10) days prior


                                       2

written notice from the Company or Executive of the requirements of Section 11
of this Agreement.

For the purposes of this Section 3(b), any good faith determination of "Good
Reason" made by Executive shall be conclusive.

        c. Disability. The term "Disability" means Executive's inability to
perform the essential functions of Executive's job due to a mental or physical
condition, with or without reasonable accommodation. In no event will
Executive's employment be terminated for Disability until 180 consecutive days
has elapsed and Disability has been determined by a physician selected by the
Company or its insurers and acceptable to Executive or Executive's legal
representative (such agreement as to acceptability not to be withheld
unreasonably).

        d. Date of Termination. The term "Date of Termination" means the date of
receipt of the Notice of Termination (described below) or any later date
specified therein, as the case may be; provided, however, that: (i) if
Executive's employment is terminated by the Company without Cause the Date of
Termination shall be the date the Company notifies the Executive of such
termination; and (ii) if Executive's employment is terminated by reason of death
or Disability, the Date of Termination shall be the date of Executive's death or
the effective date of the Disability, as the case may be.

4. Notice of Termination. Any termination by the Company for Cause or
resignation by Executive for Good Reason before October 1, 2004, shall be
communicated by "Notice of Termination" to the other party in accordance with
Section 13(b) of this Agreement. The "Notice of Termination" must be in writing
and set forth: (a) the facts and circumstances, in reasonable detail, claimed to
provide a basis for the termination with Cause or resignation for Good Reason;
(b) if the Date of Termination is other than the date of receipt of such notice,
the termination date (which shall be not more than thirty (30) days after the
giving of such notice). Executive or the Company's failure to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of
Good Reason or Cause, as the case may be, shall not waive any right hereunder or
preclude Executive or the Company from asserting such fact or circumstance in
enforcing Executive's or the Company's rights hereunder.

5. Independent Obligations. The Settlement Payment is in settlement of
preexisting contractual claims and shall not: (a) be reduced by any severance
received by Executive, or reduce any severance to be received by Executive, upon
termination of employment under any severance plan, policy, agreement, or
arrangement of the Company applicable to Executive or a group of employees of
the Company including the Executive, whether or not any such severance received
by Executive is payable as a result in whole or in part of a change in control
of the Company prior to such termination of employment; (b) constitute "salary,"
"bonus," or "severance" for purposes of the New CIC Agreement (described at
Section 12 below), and accordingly, shall not increase, decrease, or affect in
any way the calculation of money payable or entitlement to other benefits
pursuant to the New CIC Agreement; (c) be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action that the Company may have
against Executive or others; and (d) be subject to any requirement that
Executive seek other employment or take any other action by way of mitigation,
nor will it be offset or otherwise be reduced by reason of Executive's receipt
of compensation from any source other than the Company.


                                       3


6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Executive's continuing or future participation in any benefit, bonus, incentive
or other plans, programs, policies or practices provided by the Company or any
of its affiliated companies and for which Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as Executive may have
under any other agreements with the Company or any of its affiliated companies.
Amounts that are vested benefits or that Executive is otherwise entitled to
receive under any plan, policy, practice or program of the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program. In addition,
nothing in this Agreement is intended to or should be construed to contradict,
modify or alter the terms and conditions of that certain offer letter entered
into by Executive and the Company on May 31, 2002 (the "Relocation Letter"). The
terms and conditions of Executive's employment shall continue to be governed by
the Relocation Letter except as expressly set forth herein.

7. Legal Fees. The Company agrees to pay, to the full extent permitted by law,
all legal fees and expenses that Executive may reasonably incur, including the
costs and expenses of any arbitration proceeding, as a result of any contest
(regardless of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as
amended (the "Code"); provided that Executive's claim is not determined by a
court of competent jurisdiction or an arbitrator to be frivolous or otherwise
entirely without merit.

8. Termination of Original CIC Agreement; Release.

        a. Termination of Original CIC Agreement. This Agreement terminates all
rights and obligations of the Company and Executive under the Original CIC
Agreement and supersedes any previous agreement between the Company and
Executive, written or oral, to the extent such agreement relates to the subject
matter hereof.

        b. General Release of All Claims.

               i. Executive fully and unconditionally releases and discharges
all claims and causes of action that Executive or Executive's heirs, personal
representatives, successors, or assigns ever had, now have, or hereafter may
have against the Company, and any subsidiary corporations, divisions and
affiliated corporations, partnerships or other affiliated entities of the
Company, past and present, as well as the Company's employees, officers,
directors, agents, shareholders, successors and assigns (collectively, "Released
Parties") on account of any claims and/or causes of action arising out of or
relating to the Original CIC Agreement and any other document relating thereto
or delivered in connection with the transactions contemplated thereby.

               ii. Executive declares and represents that Executive intends this
Agreement to be complete and not subject to any claim of mistake, and that the
release herein expresses a full and complete release of all claims, known and
unknown, suspected or unsuspected arising out of or relating to the Original CIC
Agreement and any other document relating thereto or delivered in connection
with the transactions contemplated thereby and, regardless of the adequacy or
inadequacy of the


                                       4


consideration, Executive intends the release herein to be final and complete.
Executive executes this Agreement with the full knowledge that the release
covers all possible claims against the Released Parties arising out of or
relating to the Original CIC Agreement, to the fullest extent permitted by law.
Executive further agrees that this release is to be interpreted broadly and
includes the waiver of all rights under California Civil Code section 1542,
which provides that "a general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor."

9. Termination of Settlement and Retention Agreement; Release. Simultaneous with
the payment of the last installment of the Settlement Payment, Executive agrees
to sign a release similar to the release set forth in Section 8(b) above that
acknowledges that the Company has fully performed and satisfied all of its
obligations under this Agreement and that releases all claims or causes of
action arising out of or relating to this Agreement.

10. Arbitration. Any dispute, controversy or claim arising out of or relating to
this Agreement, or any breach thereof, shall be determined and settled by
arbitration to be held in the City of San Diego pursuant to the employment rules
of the American Arbitration Association or any successor organization. Any award
rendered there under shall be final, conclusive and binding on the parties.

11. Successors.

        a. This Agreement is personal to Executive and without the prior written
consent of the Company shall not be assignable by Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by Executive's legal representatives.

        b. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

        c. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as herein defined
and any successor to its business and/or assets as aforesaid that assumes and
agrees to perform this Agreement by operation of law, or otherwise.

12. New CIC Agreement. The parties agree to enter into a new Change in Control
Agreement contemporaneously with the execution of this Agreement, which shall be
in the standard form of such agreement adopted by the Board of Directors of
Invitrogen (the "New CIC Agreement").


                                       5


13. General Provisions.

        a. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

        b. Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, to the addresses
set forth below or to such other address as either party shall have furnished to
the other in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.

        c. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

        d. Waiver. Either party's failure to insist upon strict compliance with
any provision hereof in any particular instance shall not be deemed to be a
waiver of such provision or any other provision thereof.

        e. Counterparts. This Agreement may be signed in two counterparts, each
of which together shall constitute one and the same Agreement, binding on the
parties as if each had signed the same document.

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



INVITROGEN CORPORATION                      Daryl Faulkner


By: /s/                                     /s/
  -----------------------------------       ------------------------------------

Printed Name: L. James Runchey              5 Darluith Park, Woodside Road
                                            Brookfield, Renfrewshire, PA5 8DD
Title: VP, Human Resources                  Scotland


Address: Invitrogen Corporation
         1600 Faraday Avenue
         Carlsbad, CA 92008
         (ATTN:  General Counsel

                                       6

EX-10.40

                                                                   EXHIBIT 10.40

                           CHANGE-IN-CONTROL AGREEMENT

               AGREEMENT by and between INVITROGEN CORPORATION, a Delaware
Corporation (the "Company"), and Daryl J. Faulkner (the "Executive"), dated as
of the 31st day of May 2002.

               The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below). The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

               NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

               1. Certain Definitions.

                  (a) The "Effective Date" shall be the first date during the
"Change in Control Period" (as defined in Section l(b)) on which a Change in
Control occurs; provided that the Executive is employed on that date. Anything
in this Agreement to the contrary notwithstanding, if the Executive's employment
with the Company is terminated or the Executive ceases to be an officer of the
Company prior to the date on which a Change in Control occurs, and it is
reasonably demonstrated by the Executive that such termination of employment or
cessation of status as an officer (i) was at the request of a third party who
has taken steps reasonably calculated to effect the Change in Control or (ii)
otherwise arose in connection with or anticipation of the Change in Control,
then for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or cessation of
status as an officer.

                  (b) The "Change in Control Period" is the period commencing on
the date hereof and ending on the second anniversary of such date, provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
is hereinafter referred to as the "Renewal Date"), the Change in Control Period
shall be automatically extended so as to terminate two years from such Renewal
Date, unless at least 60 days prior to the Renewal Date the Company shall give
notice to the Executive that the Change in Control Period shall not be so
extended.



               2. Change in Control. For the purpose of this Agreement;

                  (a) a "Change in Control" shall mean:

                      (i) Any acquisition or series of acquisitions, other than
from the Company, by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of 50% or more of either the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"), provided, however, that (A) any acquisition by the
Company, or any of its subsidiaries, (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any of its
subsidiaries, or (C) any acquisition or series of acquisitions which results in
any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning
of Rule 13d-3 under the Exchange Act) of more than 50% of the Outstanding
Company Common Stock and while such a beneficial owner such individual, entity
or group does not exercise the voting power of his, her or its Outstanding
Company Common Stock or otherwise exercise control with respect to any matter
concerning or affecting the Company and promptly sells, transfers, assigns or
otherwise disposes of that number of shares of Outstanding Company Common Stock
necessary to reduce his, her or its beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to
below 50%, as the case may be, shall not constitute a Change in Control; or

                      (ii) Individuals who as of April 27, 2001, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors of the Company,
provided that any individual becoming a director subsequent to April 27, 2001,
whose election, or nomination for election, by the Company's stockholders was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board, shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest (as such terms are used in Rule 14a-11 of the Regulation 14A
promulgated under the Exchange Act) relating to the election of directors of the
Company; or

                      (iii) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company, or of the sale or other
disposition of all or substantially all of the assets of the Company, or of a
reorganization, merger or consolidation of the Company, in each case, with
respect to which all or substantially all of the individuals and entities who
were the respective beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock


                                       2


and the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation.

               3. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, for the period commencing on the Effective Date and ending at
the end of the 24th month following the Effective Date (the "Employment
Period").

               4. Terms of Employment

                  (a) Position and Duties.

                      (i) During the Employment Period, (A) the Executive's
position, authority, duties and responsibilities shall not be substantially
diminished from the most significant of those held, exercised and assigned at
any time during the 90-day period immediately preceding the Effective Date and
(B) the Executive's services shall be performed at the location where the
Executive was employed immediately preceding the Effective Date or any office or
location less than 50 miles from such location.

                      (ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

                  (b) Compensation.

                      (i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to the highest annualized (for
any fiscal year consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full


                                       3


months) base salary paid or payable to the Executive by the Company and its
affiliated companies in respect of the three fiscal years immediately preceding
the fiscal year in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be substantially consistent
with increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated companies.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to the Annual Base Salary as so increased. As used
in this Agreement, the term "affiliated companies" includes any company
controlled by, controlling or under common control with the Company.

                      (ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year during the Employment Period,
an annual bonus (the "Annual Bonus") in cash at least equal to the higher of
either (A) the average annualized (for any fiscal year consisting of less than
twelve full months or with respect to which the Executive has been employed by
the Company for less than twelve full months) bonus paid, or payable but for any
deferral to the Executive by the Company and its affiliated companies under the
Company's deferred compensation arrangements, in respect of the three fiscal
years immediately preceding the fiscal year in which the Effective Date occurs,
or (B) in the event the annual bonus paid, or payable but for any deferral to
the Executive by the Company and its affiliated companies under the Company's
deferred compensation arrangement, in respect of the fiscal year immediately
preceding the fiscal year in which the Effective Date occurs was based upon a
formula or plan in which the Executive participated, then such Annual Bonus
shall be at least equal to the bonus which would be payable based on such
formula or plan had the Executive's participation therein and level of
participation remained in effect following the Effective Date. Each such Annual
Bonus shall be paid no later than the end of the third month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Annual Bonus.

                      (iii) Incentive, Savings and Retirement Plans. In addition
to Annual Base Salary and Annual Bonus payable as hereinabove provided, the
Executive shall be entitled to participate during the Employment Period in all
incentive, savings and retirement plans, practices, policies and programs
generally applicable to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities), savings opportunities and
retirement benefits opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and its
affiliated companies for the Executive under such plans, practices, policies and
programs as in effect at any time during the 90-day period immediately preceding
the Effective Date.

                      (iv) Welfare Benefit Plans. During the Employment Period,
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,


                                       4


dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent generally
applicable to other peer executives of the Company and its affiliated companies,
but in no event shall such plans, practices, policies and programs provide
benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive and/or
the Executive's family at any time during the 90-day period immediately
preceding the Effective Date.

                      (v) Business Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
business expenses incurred by the Executive in accordance with the most
favorable policies, practices and procedures of the Company and its affiliated
companies in effect for the Executive at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive,
as in effect at any time thereafter generally with respect to other peer
executives of the Company and its affiliated companies.

                      (vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.

                      (vii) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to the most favorable of the foregoing provided to
the Executive by the Company and its affiliated companies at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as provided at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.

                      (viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.

               5. Termination of Employment

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability (as defined below)
of the Executive has occurred during the Employment Period, it may give to the
Executive written notice in accordance with Section 15(b) of this Agreement of
its intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of


                                       5


such notice by the Executive (the "Disability Effective Date"), provided that,
within the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties. For purposes of this Agreement,
"Disability" means the absence of the Executive from the Executive's duties with
the Company on a full-time basis for 180 consecutive business days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).

                      (b)    Cause. The Company may terminate the Executive's
employment during the Employment Period for "Cause." For purposes of this
Agreement, "Cause" means (i) repeated violations by the Executive of the
Executive's responsibilities and duties under Section 4(a) of this Agreement
which are demonstrably willful and deliberate on the Executive's part and which
are not remedied in a reasonable period of time after receipt of written notice
from the Company, (ii) commission of an intentional act of fraud, embezzlement
or theft by the Executive in connection with the Executive's duties or in the
course of the Executive's employment with the Company or its affiliated
companies, (iii) causing intentional wrongful damage to property of the Company
or its affiliated companies, (iv) intentionally and wrongfully disclosing secret
processes or confidential information of the Company or its affiliated
companies, or (v) participating, without the Company's express written consent,
in the management of any business enterprise which engages in substantial and
direct competition with the Company or its affiliated companies, and any such
act shall have been materially harmful to the Company or its affiliated
companies.

                  (c) Good Reason. The Executive's employment may be terminated
during the Employment Period by the Executive for "Good Reason." For purposes of
this Agreement, "Good Reason" means

                      (i) a substantial diminution in the Executive's position,
authority, duties or responsibilities as contemplated by Section 4(a) of this
Agreement, excluding non-substantial changes in title or office, and excluding
any isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of written notice
thereof given by the Executive;

                      (ii) any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of written notice thereof given
by the Executive;

                      (iii) the Company requiring the Executive to be based at
any office or location other than that described in Section 4(a)(i)(B) hereof
or, requiring the Executive to travel away from his or her office in the course
of discharging responsibilities or duties in a manner which is inappropriate for
the performance of the Executive's duties hereunder and which is significantly
more frequent (in terms of either consecutive days or aggregate days in any
calendar year) than was required prior to the Change in Control;


                                       6


                      (iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

                      (v) any failure by any successor to the Company to comply
with and satisfy Section 14(c) of this Agreement, provided that such successor
has received at least ten (10) days prior written notice from the Company or the
Executive of the requirements of Section 14(c) of this Agreement.

For the purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.

                  (d) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by "Notice of
Termination" to the other party hereto given in accordance with Section 15(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than
fifteen days after the giving of such notice). The failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause, as the case may be,
shall not waive any right of the Executive or the Company hereunder or preclude
the Executive or the Company from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

                  (e) Date of Termination. "Date of Termination" means the date
of receipt of the Notice of Termination or any later date specified therein, as
the case may be; provided, however, that (i) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (ii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.

               6. Obligations of the Company upon Termination

                  (a) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than the following obligations: (i)
payment of the Executive's Annual Base Salary through the Date of Termination to
the extent not theretofore paid, (ii) payment of the product of (x) the Annual
Bonus paid or payable but for any deferral (and annualized for any fiscal year
consisting of less than twelve full months or for which the Executive has been
employed for less than twelve full months) to the Executive for the most
recently completed fiscal year during the Employment Period, and (y) a fraction,
the numerator of which is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is 365 and (iii) payment
of any compensation


                                       7


previously deferred by the Executive (together with any accrued interest
thereon) and not yet paid by the Company and any accrued vacation pay not yet
paid by the Company (the amounts described in clauses (i), (ii) and (iii) above
are hereafter referred to as "Accrued Obligations"). All Accrued Obligations
shall be paid to the Executive's estate or beneficiary, as applicable, at the
option of the Company, either (x) in a lump sum in cash within 30 days of the
Date of Termination or (y) in twelve equal consecutive monthly installments,
with the first installment to be paid within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided generally by the Company and any of its affiliated
companies to surviving families of peer executives of the Company and such
affiliated companies under such plans, programs, practices and policies relating
to family death benefits, if any, as in effect generally with respect to other
peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family as in effect on the date of the Executive's death
generally with respect to other peer executives of the Company and its
affiliated companies and their families.

                  (b) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for Accrued Obligations. All Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination. Anything in this Agreement to the contrary notwithstanding, the
Executive shall be entitled after the Disability Effective Date to receive
disability and other benefits at least equal to the most favorable of those
provided by the Company and its affiliated companies to disabled peer executives
and/or their families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally with respect to
other peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter through the
Date of Termination generally with respect to other peer executives of the
Company and its affiliated companies and their families.

                  (c) Cause. If the Executive's employment shall be terminated
for Cause during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the
Executive the Annual Base Salary through the Date of Termination plus the amount
of any compensation previously deferred by the Executive, in each case to the
extent theretofore unpaid. If the Executive terminates employment during the
Employment Period, excluding a termination for Good Reason, this Agreement shall
terminate without further obligations to the Executive, other than for Accrued
Obligations. In such case, all Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination, or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination.


                                       8


                  (d) Good Reason. If, during the Employment Period, the Company
shall terminate the Executive's employment other than for Cause or Disability,
or the Executive shall terminate employment under this Agreement for Good
Reason:

                      (i) the Company shall pay to the Executive the aggregate
of the following amounts, such amounts to be payable by the Company in a lump
sum in cash within 30 days of the Date of termination.

                          A. All Accrued Obligations; and

                          B. 2.0 times the sum of the Executive's Annual Base
Salary and the higher of either (i) the average annualized (for any fiscal year
consisting of less than twelve full months or with respect to which the
Executive has been employed by the Company for less than twelve full months)
bonus paid, or payable but for any deferral to the Executive by the Company and
its affiliated companies under the Company's deferred compensation arrangements,
in respect of the three fiscal years immediately preceding the fiscal year in
which the Effective Date occurs, or (ii) the targeted annual bonus payable to
the Executive pursuant to the Company's Incentive Compensation Plan for the
fiscal year in which the Date of Termination occurs (assuming 100% achievement
of the Company performance factor and 100% achievement of the Executive's
personal performance factor; and

                          C. An amount equal to that portion, if any, of the
Company's contribution to the Executive's 401(k), savings or other similar
individual account plan which is not vested as of the Date of Termination (the
"Unvested Company Contribution"), plus an amount which when added to the
Unvested Company Contribution would be sufficient after Federal, state and local
income taxes (based on the tax returns filed by the Executive most recently
prior to the Date of Termination) to enable the Executive to net an amount equal
to the Unvested Company Contribution; and

                      (ii) the Company shall pay the Executive up to $25,000 for
executive outplacement services utilized by the Executive upon the receipt by
the Company of written receipts or other appropriate documentation; and

                      (iii) for the remainder of the Employment Period, or such
longer period as any plan, program, practice or policy may provide, the Company
shall continue benefits to the Executive and, where applicable, the Executive's
family at least equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies described in Section
4(b)(iv) of this Agreement if the Executive's employment had not been terminated
in accordance with the most favorable plans, practices, programs or policies of
the Company and its affiliated companies generally applicable to other peer
executives and their families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect at any time
thereafter generally with respect to other peer executives of the Company and
its affiliated companies and their families; provided, however, that if the


                                       9


Executive becomes employed elsewhere during the Employment Period and is thereby
afforded comparable insurance and welfare benefits to those described in Section
4(b)(iv), the Company's obligation to continue providing the Executive with such
benefits shall cease or be correspondingly reduced, as the case may be. For
purposes of determining eligibility of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until the end of the Employment Period and
to have retired on the last day of such period; and

                      (iv) All outstanding stock options held by the Executive
pursuant to any Company stock option plan shall immediately become vested and
exercisable as to all or any part of the shares covered thereby, with the
Executive being able to exercise his or her stock options within a period of
three months following the Date of Termination or such longer period as may be
permitted under Executive's stock option agreements; and

                      (v) If, in the calendar year immediately preceding the
Date of Termination, the Executive had relocated the Executive's primary
residence from one location (the "Point of Origin") to its location at the Date
of Termination at the request of the Company, then any relocation expenses that
are actually incurred in the year immediately following the Date of Termination
by the Executive in moving the Executive's primary residence to any location
shall be reimbursed by the Company to the extent such expenses do not exceed the
cost of relocating the Executive's primary residence to the Point of Origin,
provided such expenses are substantiated by means of written receipts. The cost
of relocating the Executive's primary residence to the Point of Origin shall be
determined by averaging estimates obtained by the Company in writing from three
reputable moving companies, selected by the Company in good faith. It shall be
the obligation of the Executive to notify the Company in advance of any such
relocation so that such estimates may be obtained.

The amounts required to be paid under this Section 6(d) shall be reduced by any
other amount of severance (i.e., relating solely to salary or bonus continuation
or actual or deemed pension or insurance continuation) received by the Executive
upon such termination of employment under any severance plan, policy or
arrangement of the Company applicable to the Executive or a group of employees
of the Company, including the Executive, and applicable without regard to the
occurrence of a Change in Control prior to such termination of employment. The
amounts payable to the Executive pursuant to this Agreement will not be subject
to any requirement of mitigation, nor, except as specifically set forth herein,
will they be offset or otherwise reduced by reason of the Executive's receipt of
compensation from any source other than the Company.

               7. Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plans, programs, policies or practices
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any other agreements with the Company or
any of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated


                                       10


companies at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program except as explicitly
modified by this Agreement.

               8. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder, except as provided in the last sentence of Section 6(d), shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur, including the costs and expenses of any arbitration
proceeding, as a result of any contest (regardless of the outcome thereof) by
the Company or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any content by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"); provided that the
Executive's claim is not determined by a court of competent jurisdiction or an
arbitrator to be frivolous or otherwise entirely without merit.

               9. Release. Upon fulfillment of the Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder, the Executive fully and unconditionally releases and
discharges all claims and causes of action which the Executive or his or her
heirs, personal representatives, successors, or assigns ever had, now have, or
hereafter may have against the Company and any of its affiliated companies on
account of any claims and causes of action arising out of or relating to this
Agreement, any other document relating hereto or delivered in connection with
the transactions contemplated hereby.

               10. Certain Additional Payments by the Company.

                   (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that, as a result, directly
or indirectly, of the operation of any of the Company's existing stock option
plans, or any successor option or restricted stock plans (collectively, the
"Option and Restricted Stock Acceleration"), either standing alone or taken
together with the receipt of any other payment or distribution by the Company to
or for the benefit of the Executive whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a "Payment")
the Executive would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the amount
payable to the Executive hereunder or as a result of the Option and Restricted
Stock Acceleration shall be reduced in an amount that would result in the
Executive being in the most advantageous net after-tax position (taking into
account both income taxes and any Excise Tax). For purposes of this
determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code
shall be allocated between the Option


                                       11


and Restricted Stock Acceleration, on the one hand, and Payments, on the other
hand, in accordance with Section 280G(b)(3)(B) of the Code.

                   (b) All determinations required to be made under this
Section, including the amount of any reduction that will be made in the payments
made pursuant to this Agreement and the assumptions to be utilized in arriving
at such determinations, shall be made by PricewaterhouseCoopers LLP (the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Company and the Executive. All fees and expenses of the Accounting Firm for
tax and accounting advice provided to the Executive, up to a maximum of $15,000,
shall be borne solely by the Company. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with an
opinion that failure to report the Excise Tax on the Executive's applicable
federal income tax return would not result in the imposition of a negligence or
similar penalty. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive.

               11. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies and their respective businesses, which shall have been obtained by the
Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In addition, to the
extent that the Executive is a party to any other agreement relating to
confidential information, inventions or similar matters with the Company, the
Executive shall continue to comply with the provisions of such agreements. In no
event shall an asserted violation of the provisions of this Section constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

               12. Public Announcements. The Executive shall consult with the
Company before issuing any press release or otherwise making any public
statement with respect to the Company or any of its affiliated companies, this
Agreement or the transactions contemplated hereby, and the Executive shall not
issue any such press release or make any such public statement without the prior
written approval of the Company, except as may be required by applicable law,
rule or regulation or any self regulatory agency requirements, in which event
the Company shall have the right to review and comment upon any such press
release or public statement prior to its issuance.

               13. Arbitration. Any dispute, controversy or claim arising out of
or relating to this Agreement, or any breach thereof, shall be determined and
settled by arbitration to be held in the City of New York pursuant to the labor
rules of the American Arbitration Association or any successor organization. Any
award rendered thereunder shall be final, conclusive and binding on the parties.
Subject to the provisions of Section 8 hereof, each party shall pay one-half of
all costs


                                       12


and expenses of any arbitration proceeding brought pursuant to this Section, and
each party shall pay its own attorneys' fees and expenses.

               14. Successors.

                  (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

               15. Miscellaneous

                   (a) This Agreement shall be governed by and construed in
accordance with the laws of the Sate of Delaware, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                   (b) All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                             If to the Executive:

                             Daryl J. Faulkner
                             5 Darluith Park
                             Woodside Road
                             Brookfield PA5 8DD
                             Scotland


                                       13


                             If to the Company:

                             Invitrogen Corporation
                             1600 Faraday Avenue
                             Carlsbad, CA 92008
                             (ATTN: General Counsel)

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                   (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                   (d) The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                   (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof in any particular instance shall not
be deemed to be a waiver of such provision or any other provision thereof.

                   (f) This Agreement supersedes any previous agreement between
the Company and the Executive to the extent such agreement relates to the
subject matter hereof; provided, however, that this Agreement shall not
supersede that certain Settlement and Retention Agreement between the parties
dated as of May 31, 2002.

IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant
to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first written above.

                                           INVITROGEN CORPORATION


/s/                                         By: /s/
- -------------------------                       -----------------------------
Daryl J. Faulkner                               C. Eric Winzer
                                                Chief Financial Officer


                                       14

EX-10.41

                                                                   EXHIBIT 10.41

                           CHANGE-IN-CONTROL AGREEMENT

               AGREEMENT by and between INVITROGEN CORPORATION, a Delaware
Corporation (the "Company"), and C. Eric Winzer (the "Executive"), dated as of
the 31st day of May 2002.

               The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below). The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

               NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

               1. Certain Definitions.

                  (a) The "Effective Date" shall be the first date during the
"Change in Control Period" (as defined in Section l(b)) on which a Change in
Control occurs; provided that the Executive is employed on that date. Anything
in this Agreement to the contrary notwithstanding, if the Executive's employment
with the Company is terminated or the Executive ceases to be an officer of the
Company prior to the date on which a Change in Control occurs, and it is
reasonably demonstrated by the Executive that such termination of employment or
cessation of status as an officer (i) was at the request of a third party who
has taken steps reasonably calculated to effect the Change in Control or (ii)
otherwise arose in connection with or anticipation of the Change in Control,
then for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or cessation of
status as an officer.

                  (b) The "Change in Control Period" is the period commencing on
the date hereof and ending on the second anniversary of such date, provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
is hereinafter referred to as the "Renewal Date"), the Change in Control Period
shall be automatically extended so as to terminate two years from such Renewal
Date, unless at least 60 days prior to the Renewal Date the Company shall give
notice to the Executive that the Change in Control Period shall not be so
extended.




               2. Change in Control. For the purpose of this Agreement;

                  (a) a "Change in Control" shall mean:

                      (i) Any acquisition or series of acquisitions, other than
from the Company, by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of 50% or more of either the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"), provided, however, that (A) any acquisition by the
Company, or any of its subsidiaries, (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any of its
subsidiaries, or (C) any acquisition or series of acquisitions which results in
any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning
of Rule 13d-3 under the Exchange Act) of more than 50% of the Outstanding
Company Common Stock and while such a beneficial owner such individual, entity
or group does not exercise the voting power of his, her or its Outstanding
Company Common Stock or otherwise exercise control with respect to any matter
concerning or affecting the Company and promptly sells, transfers, assigns or
otherwise disposes of that number of shares of Outstanding Company Common Stock
necessary to reduce his, her or its beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to
below 50%, as the case may be, shall not constitute a Change in Control; or

                      (ii) Individuals who as of April 27, 2001, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors of the Company,
provided that any individual becoming a director subsequent to April 27, 2001,
whose election, or nomination for election, by the Company's stockholders was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board, shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest (as such terms are used in Rule 14a-11 of the Regulation 14A
promulgated under the Exchange Act) relating to the election of directors of the
Company; or

                      (iii) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company, or of the sale or other
disposition of all or substantially all of the assets of the Company, or of a
reorganization, merger or consolidation of the Company, in each case, with
respect to which all or substantially all of the individuals and entities who
were the respective beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock


                                       2


and the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation.

               3. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, for the period commencing on the Effective Date and ending at
the end of the 24th month following the Effective Date (the "Employment
Period").

               4. Terms of Employment

                  (a) Position and Duties.

                      (i) During the Employment Period, (A) the Executive's
position, authority, duties and responsibilities shall not be substantially
diminished from the most significant of those held, exercised and assigned at
any time during the 90-day period immediately preceding the Effective Date and
(B) the Executive's services shall be performed at the location where the
Executive was employed immediately preceding the Effective Date or any office or
location less than 50 miles from such location.

                      (ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

                  (b) Compensation.

                      (i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to the highest annualized (for
any fiscal year consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full


                                       3


months) base salary paid or payable to the Executive by the Company and its
affiliated companies in respect of the three fiscal years immediately preceding
the fiscal year in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be substantially consistent
with increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated companies.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to the Annual Base Salary as so increased. As used
in this Agreement, the term "affiliated companies" includes any company
controlled by, controlling or under common control with the Company.

                      (ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year during the Employment Period,
an annual bonus (the "Annual Bonus") in cash at least equal to the higher of
either (A) the average annualized (for any fiscal year consisting of less than
twelve full months or with respect to which the Executive has been employed by
the Company for less than twelve full months) bonus paid, or payable but for any
deferral to the Executive by the Company and its affiliated companies under the
Company's deferred compensation arrangements, in respect of the three fiscal
years immediately preceding the fiscal year in which the Effective Date occurs,
or (B) in the event the annual bonus paid, or payable but for any deferral to
the Executive by the Company and its affiliated companies under the Company's
deferred compensation arrangement, in respect of the fiscal year immediately
preceding the fiscal year in which the Effective Date occurs was based upon a
formula or plan in which the Executive participated, then such Annual Bonus
shall be at least equal to the bonus which would be payable based on such
formula or plan had the Executive's participation therein and level of
participation remained in effect following the Effective Date. Each such Annual
Bonus shall be paid no later than the end of the third month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Annual Bonus.

                      (iii) Incentive, Savings and Retirement Plans. In addition
to Annual Base Salary and Annual Bonus payable as hereinabove provided, the
Executive shall be entitled to participate during the Employment Period in all
incentive, savings and retirement plans, practices, policies and programs
generally applicable to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities), savings opportunities and
retirement benefits opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and its
affiliated companies for the Executive under such plans, practices, policies and
programs as in effect at any time during the 90-day period immediately preceding
the Effective Date.

                      (iv) Welfare Benefit Plans. During the Employment Period,
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,


                                       4


dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent generally
applicable to other peer executives of the Company and its affiliated companies,
but in no event shall such plans, practices, policies and programs provide
benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive and/or
the Executive's family at any time during the 90-day period immediately
preceding the Effective Date.

                      (v) Business Expenses. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
business expenses incurred by the Executive in accordance with the most
favorable policies, practices and procedures of the Company and its affiliated
companies in effect for the Executive at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive,
as in effect at any time thereafter generally with respect to other peer
executives of the Company and its affiliated companies.

                      (vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.

                      (vii) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to the most favorable of the foregoing provided to
the Executive by the Company and its affiliated companies at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as provided at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.

                      (viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.

               5. Termination of Employment

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability (as defined below)
of the Executive has occurred during the Employment Period, it may give to the
Executive written notice in accordance with Section 15(b) of this Agreement of
its intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of


                                       5


such notice by the Executive (the "Disability Effective Date"), provided that,
within the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties. For purposes of this Agreement,
"Disability" means the absence of the Executive from the Executive's duties with
the Company on a full-time basis for 180 consecutive business days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).

                  (b) Cause. The Company may terminate the Executive's
employment during the Employment Period for "Cause." For purposes of this
Agreement, "Cause" means (i) repeated violations by the Executive of the
Executive's responsibilities and duties under Section 4(a) of this Agreement
which are demonstrably willful and deliberate on the Executive's part and which
are not remedied in a reasonable period of time after receipt of written notice
from the Company, (ii) commission of an intentional act of fraud, embezzlement
or theft by the Executive in connection with the Executive's duties or in the
course of the Executive's employment with the Company or its affiliated
companies, (iii) causing intentional wrongful damage to property of the Company
or its affiliated companies, (iv) intentionally and wrongfully disclosing secret
processes or confidential information of the Company or its affiliated
companies, or (v) participating, without the Company's express written consent,
in the management of any business enterprise which engages in substantial and
direct competition with the Company or its affiliated companies, and any such
act shall have been materially harmful to the Company or its affiliated
companies.

                  (c) Good Reason. The Executive's employment may be terminated
during the Employment Period by the Executive for "Good Reason." For purposes of
this Agreement, "Good Reason" means

                      (i) a substantial diminution in the Executive's position,
authority, duties or responsibilities as contemplated by Section 4(a) of this
Agreement, excluding non-substantial changes in title or office, and excluding
any isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of written notice
thereof given by the Executive;

                      (ii) any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of written notice thereof given
by the Executive;

                      (iii) the Company requiring the Executive to be based at
any office or location other than that described in Section 4(a)(i)(B) hereof
or, requiring the Executive to travel away from his or her office in the course
of discharging responsibilities or duties in a manner which is inappropriate for
the performance of the Executive's duties hereunder and which is significantly
more frequent (in terms of either consecutive days or aggregate days in any
calendar year) than was required prior to the Change in Control;


                                       6


                      (iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

                      (v) any failure by any successor to the Company to comply
with and satisfy Section 14(c) of this Agreement, provided that such successor
has received at least ten (10) days prior written notice from the Company or the
Executive of the requirements of Section 14(c) of this Agreement.

For the purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.

                  (d) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by "Notice of
Termination" to the other party hereto given in accordance with Section 15(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than
fifteen days after the giving of such notice). The failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause, as the case may be,
shall not waive any right of the Executive or the Company hereunder or preclude
the Executive or the Company from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

                  (e) Date of Termination. "Date of Termination" means the date
of receipt of the Notice of Termination or any later date specified therein, as
the case may be; provided, however, that (i) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (ii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.

               6. Obligations of the Company upon Termination

                  (a) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than the following obligations: (i)
payment of the Executive's Annual Base Salary through the Date of Termination to
the extent not theretofore paid, (ii) payment of the product of (x) the Annual
Bonus paid or payable but for any deferral (and annualized for any fiscal year
consisting of less than twelve full months or for which the Executive has been
employed for less than twelve full months) to the Executive for the most
recently completed fiscal year during the Employment Period, and (y) a fraction,
the numerator of which is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is 365 and (iii) payment
of any compensation


                                       7


previously deferred by the Executive (together with any accrued interest
thereon) and not yet paid by the Company and any accrued vacation pay not yet
paid by the Company (the amounts described in clauses (i), (ii) and (iii) above
are hereafter referred to as "Accrued Obligations"). All Accrued Obligations
shall be paid to the Executive's estate or beneficiary, as applicable, at the
option of the Company, either (x) in a lump sum in cash within 30 days of the
Date of Termination or (y) in twelve equal consecutive monthly installments,
with the first installment to be paid within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided generally by the Company and any of its affiliated
companies to surviving families of peer executives of the Company and such
affiliated companies under such plans, programs, practices and policies relating
to family death benefits, if any, as in effect generally with respect to other
peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family as in effect on the date of the Executive's death
generally with respect to other peer executives of the Company and its
affiliated companies and their families.

                  (b) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for Accrued Obligations. All Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination. Anything in this Agreement to the contrary notwithstanding, the
Executive shall be entitled after the Disability Effective Date to receive
disability and other benefits at least equal to the most favorable of those
provided by the Company and its affiliated companies to disabled peer executives
and/or their families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally with respect to
other peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter through the
Date of Termination generally with respect to other peer executives of the
Company and its affiliated companies and their families.

                  (c) Cause. If the Executive's employment shall be terminated
for Cause during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the
Executive the Annual Base Salary through the Date of Termination plus the amount
of any compensation previously deferred by the Executive, in each case to the
extent theretofore unpaid. If the Executive terminates employment during the
Employment Period, excluding a termination for Good Reason, this Agreement shall
terminate without further obligations to the Executive, other than for Accrued
Obligations. In such case, all Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination, or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination.


                                       8


                  (d) Good Reason. If, during the Employment Period, the Company
shall terminate the Executive's employment other than for Cause or Disability,
or the Executive shall terminate employment under this Agreement for Good
Reason:

                      (i) the Company shall pay to the Executive the aggregate
of the following amounts, such amounts to be payable by the Company in a lump
sum in cash within 30 days of the Date of termination.

                          A. All Accrued Obligations; and

                          B. 2.0 times the sum of the Executive's Annual Base
Salary and the higher of either (i) the average annualized (for any fiscal year
consisting of less than twelve full months or with respect to which the
Executive has been employed by the Company for less than twelve full months)
bonus paid, or payable but for any deferral to the Executive by the Company and
its affiliated companies under the Company's deferred compensation arrangements,
in respect of the three fiscal years immediately preceding the fiscal year in
which the Effective Date occurs, or (ii) the targeted annual bonus payable to
the Executive pursuant to the Company's Incentive Compensation Plan for the
fiscal year in which the Date of Termination occurs (assuming 100% achievement
of the Company performance factor and 100% achievement of the Executive's
personal performance factor; and

                          C. An amount equal to that portion, if any, of the
Company's contribution to the Executive's 401(k), savings or other similar
individual account plan which is not vested as of the Date of Termination (the
"Unvested Company Contribution"), plus an amount which when added to the
Unvested Company Contribution would be sufficient after Federal, state and local
income taxes (based on the tax returns filed by the Executive most recently
prior to the Date of Termination) to enable the Executive to net an amount equal
to the Unvested Company Contribution; and

                      (ii) the Company shall pay the Executive up to $25,000 for
executive outplacement services utilized by the Executive upon the receipt by
the Company of written receipts or other appropriate documentation; and

                      (iii) for the remainder of the Employment Period, or such
longer period as any plan, program, practice or policy may provide, the Company
shall continue benefits to the Executive and, where applicable, the Executive's
family at least equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies described in Section
4(b)(iv) of this Agreement if the Executive's employment had not been terminated
in accordance with the most favorable plans, practices, programs or policies of
the Company and its affiliated companies generally applicable to other peer
executives and their families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect at any time
thereafter generally with respect to other peer executives of the Company and
its affiliated companies and their families; provided, however, that if the


                                       9


Executive becomes employed elsewhere during the Employment Period and is thereby
afforded comparable insurance and welfare benefits to those described in Section
4(b)(iv), the Company's obligation to continue providing the Executive with such
benefits shall cease or be correspondingly reduced, as the case may be. For
purposes of determining eligibility of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until the end of the Employment Period and
to have retired on the last day of such period; and

                      (iv) All outstanding stock options held by the Executive
pursuant to any Company stock option plan shall immediately become vested and
exercisable as to all or any part of the shares covered thereby, with the
Executive being able to exercise his or her stock options within a period of
three months following the Date of Termination or such longer period as may be
permitted under Executive's stock option agreements; and

                      (v) If, in the calendar year immediately preceding the
Date of Termination, the Executive had relocated the Executive's primary
residence from one location (the "Point of Origin") to its location at the Date
of Termination at the request of the Company, then any relocation expenses that
are actually incurred in the year immediately following the Date of Termination
by the Executive in moving the Executive's primary residence to any location
shall be reimbursed by the Company to the extent such expenses do not exceed the
cost of relocating the Executive's primary residence to the Point of Origin,
provided such expenses are substantiated by means of written receipts. The cost
of relocating the Executive's primary residence to the Point of Origin shall be
determined by averaging estimates obtained by the Company in writing from three
reputable moving companies, selected by the Company in good faith. It shall be
the obligation of the Executive to notify the Company in advance of any such
relocation so that such estimates may be obtained.

The amounts required to be paid under this Section 6(d) shall be reduced by any
other amount of severance (i.e., relating solely to salary or bonus continuation
or actual or deemed pension or insurance continuation) received by the Executive
upon such termination of employment under any severance plan, policy or
arrangement of the Company applicable to the Executive or a group of employees
of the Company, including the Executive, and applicable without regard to the
occurrence of a Change in Control prior to such termination of employment. The
amounts payable to the Executive pursuant to this Agreement will not be subject
to any requirement of mitigation, nor, except as specifically set forth herein,
will they be offset or otherwise reduced by reason of the Executive's receipt of
compensation from any source other than the Company.

               7. Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plans, programs, policies or practices
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any other agreements with the Company or
any of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated


                                       10


companies at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program except as explicitly
modified by this Agreement.

               8. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder, except as provided in the last sentence of Section 6(d), shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur, including the costs and expenses of any arbitration
proceeding, as a result of any contest (regardless of the outcome thereof) by
the Company or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any content by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"); provided that the
Executive's claim is not determined by a court of competent jurisdiction or an
arbitrator to be frivolous or otherwise entirely without merit.

               9. Release. Upon fulfillment of the Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder, the Executive fully and unconditionally releases and
discharges all claims and causes of action which the Executive or his or her
heirs, personal representatives, successors, or assigns ever had, now have, or
hereafter may have against the Company and any of its affiliated companies on
account of any claims and causes of action arising out of or relating to this
Agreement, any other document relating hereto or delivered in connection with
the transactions contemplated hereby.

               10. Certain Additional Payments by the Company.

                   (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that, as a result, directly
or indirectly, of the operation of any of the Company's existing stock option
plans, or any successor option or restricted stock plans (collectively, the
"Option and Restricted Stock Acceleration"), either standing alone or taken
together with the receipt of any other payment or distribution by the Company to
or for the benefit of the Executive whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a "Payment")
the Executive would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the amount
payable to the Executive hereunder or as a result of the Option and Restricted
Stock Acceleration shall be reduced in an amount that would result in the
Executive being in the most advantageous net after-tax position (taking into
account both income taxes and any Excise Tax). For purposes of this
determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code
shall be allocated between the Option


                                       11


and Restricted Stock Acceleration, on the one hand, and Payments, on the other
hand, in accordance with Section 280G(b)(3)(B) of the Code.

                   (b) All determinations required to be made under this
Section, including the amount of any reduction that will be made in the payments
made pursuant to this Agreement and the assumptions to be utilized in arriving
at such determinations, shall be made by PricewaterhouseCoopers LLP (the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Company and the Executive. All fees and expenses of the Accounting Firm for
tax and accounting advice provided to the Executive, up to a maximum of $15,000,
shall be borne solely by the Company. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with an
opinion that failure to report the Excise Tax on the Executive's applicable
federal income tax return would not result in the imposition of a negligence or
similar penalty. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive.

               11. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies and their respective businesses, which shall have been obtained by the
Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In addition, to the
extent that the Executive is a party to any other agreement relating to
confidential information, inventions or similar matters with the Company, the
Executive shall continue to comply with the provisions of such agreements. In no
event shall an asserted violation of the provisions of this Section constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

               12. Public Announcements. The Executive shall consult with the
Company before issuing any press release or otherwise making any public
statement with respect to the Company or any of its affiliated companies, this
Agreement or the transactions contemplated hereby, and the Executive shall not
issue any such press release or make any such public statement without the prior
written approval of the Company, except as may be required by applicable law,
rule or regulation or any self regulatory agency requirements, in which event
the Company shall have the right to review and comment upon any such press
release or public statement prior to its issuance.

               13. Arbitration. Any dispute, controversy or claim arising out of
or relating to this Agreement, or any breach thereof, shall be determined and
settled by arbitration to be held in the City of New York pursuant to the labor
rules of the American Arbitration Association or any successor organization. Any
award rendered thereunder shall be final, conclusive and binding on the parties.
Subject to the provisions of Section 8 hereof, each party shall pay one-half of
all costs


                                       12


and expenses of any arbitration proceeding brought pursuant to this Section, and
each party shall pay its own attorneys' fees and expenses.

               14. Successors.

                   (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                   (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                   (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

               15. Miscellaneous

                   (a) This Agreement shall be governed by and construed in
accordance with the laws of the Sate of Delaware, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                   (b) All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                             If to the Executive:

                             C. Eric Winzer
                             512 Latigo Row
                             Encinitas CA 92024


                                       13


                             If to the Company:

                             Invitrogen Corporation
                             1600 Faraday Avenue
                             Carlsbad, CA 92008
                             (ATTN:  General Counsel)

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                   (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                   (d) The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                   (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof in any particular instance shall not
be deemed to be a waiver of such provision or any other provision thereof.

                   (f) This Agreement supersedes any previous agreement between
the Company and the Executive to the extent such agreement relates to the
subject matter hereof; provided, however, that this Agreement shall not
supersede that certain Settlement and Retention Agreement between the parties
dated as of May 31, 2002.

IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant
to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first written above.

                                             INVITROGEN CORPORATION


/s/                                           By:/s/
- --------------------------------                 -----------------------------
C. Eric Winzer                                  James R. Glynn
                                                Executive Vice President


                                       14

EX-10.42

                                                                   EXHIBIT 10.42


May 31, 2002


Mr. Daryl Faulkner
5 Darluith Park, Woodside Road
Brookfield, Renfrewshire, PA5 8DD Scotland

Dear Daryl:

Invitrogen is pleased to confirm our verbal offer for the position of Senior VP,
International Operations, reporting to Lyle Turner, President & CEO. In this
newly created position, which resides in Carlsbad, CA, you will be responsible
for all of the Company's International Operations, including Europe, Asia
Pacific, Canada and Latin America. Your anticipated start date will be July 1,
2002.

In this exempt position, your initial salary will be $300,000 annualized, less
applicable withholding in accordance with Invitrogen's normal payroll practices.
This represents approximately a 12% increase to your current base.

In addition, you will continue to be eligible to participate in Invitrogen
Corporation's Incentive Compensation Plan (ICP) for 2002. Your ICP will be
targeted at 35% of your base salary for the period eligible. The actual
incentive bonus earned will be based on individual as well as company goals and
will be paid according to the rules of the ICP, which states in part you must be
employed on the day the bonus is paid to receive the bonus.

As an employee repatriating to the United States, you will be eligible for
relocation assistance from your current place of residence to Carlsbad, CA, as
outlined in your original expatriate assignment Letter of Understanding (LOU)
and the attached Relocation Guidelines highlighted below:

        -   2 house hunting trips (up to 7 days each) for you and your immediate
            family to Carlsbad. Also, we will arrange for you to work with a
            relocation company at our expense.

        -   Shipment and storage (up to 90 days) of selected household goods
            from Scotland to Carlsbad.

        -   Temporary living assistance up to 90 days.

        -   A Miscellaneous Relocation Expense Allowance ("settling-in"
            allowance) of $50,000 (equal to 2 months salary) to be paid within
            30 days of starting work in Carlsbad.

        -   An interest free loan of up to $150,000 to assist in the purchase of
            a house.

        -   Reimbursement for all standard non-recurring closing costs on your
            home in Maryland including up to 6% sales commission.

You will continue to receive tax equalization treatment for the period of time
in which you were assigned to work in Europe in 2002. You will also be eligible
to receive tax preparation services for the tax year 2002. You may be provided
an additional year of tax service at the company's discretion, in order for the
Company to recover foreign tax credits and other tax benefits relating to the
foreign assignment. Beginning January 1, 2003, you will be treated in the same
manner as other executives based in the United States insofar as income tax
withholdings, payments and obligations are concerned.






Daryl Faulkner
Page 2


As you know, Invitrogen has a substantial benefits package. You will continue to
be eligible for all standard benefits available to other "full-time" Invitrogen
employees, including: medical, dental, life, and vision insurance; short and
long-term disability insurance; Invitrogen's 401k Plan and Employee Stock
Purchase Plan in accordance with Invitrogen's policies the applicable plan
documents and benefit plan provisions.

All compensation, benefits and employer programs will be administered in
accordance with Invitrogen's policies and procedures, which may include waiting
periods and other eligibility requirements to participate. These policies and
programs may change from time to time, without notice, during the course of your
employment.

In addition, Invitrogen's Board of Directors' has granted you options to
purchase an additional 50,000 shares of Invitrogen's common stock in accordance
with an approved Invitrogen stock option plan (the "Plan") and related option
documents. Options vest according to the terms of the Plan over 4 years.

As an additional incentive, Invitrogen agrees to enter into a Settlement and
Retention Agreement with you in the form attached hereto pursuant to which the
Company would, under the terms of the attached agreement, pay you a total bonus
of $756,400, less applicable tax and other withholdings. One half of this bonus
would be paid on October 1, 2002, and the remainder on or about October 1, 2004.
As part of the agreement, your current Change-in-Control Agreement would be
terminated, and you would be entitled to enter into a new Change-in-Control
Agreement, a copy of which is also attached.

Employment with Invitrogen is at-will and therefore not for a specific term and
may be terminated by either you or Invitrogen at any time without notice. The
at-will nature of employment at Invitrogen constitutes the entire agreement
between you and Invitrogen and any changes to these terms must be in writing and
signed by you and the company's president or the vice president of human
resources.

To indicate your acceptance of the terms of this transfer, please sign and date
this letter in the space provided below and return it to me by June 7, 2002.
This offer will expire by June 30, 2002 if not accepted beforehand. You will be
scheduled to meet with Human Resources shortly after you repatriate to Carlsbad
to review your benefits, company policies and also complete any necessary
employment, benefits, and tax forms.

We feel sure that this new position will provide you with an interesting and
challenging career opportunity. We look forward to you assuming this role with
us on July 1, 2002.

Sincerely,

/s/                                         /s/
- ------------------------------------        ---------------------------------
Lyle Turner, President & CEO                Jim Runchey, VP, Human Resources


                                      * * *

I have read this offer letter in its entirety and agree to the terms and
conditions of employment. I understand and agree that my employment with
Invitrogen is at-will.

Dated June 10, 2002                         /s/
     ---------------------                  ---------------------------------
                                            Daryl Faulkner

EX-10.43

                                                                   EXHIBIT 10.43

                            [INVITROGEN LETTERHEAD]

                                 INTERNAL MEMO

DATE      May 31, 2002

  TO      C. Eric Winzer

  CC      Lyle Turner

FROM      Jim Runchey

  RE      PROMOTION & RELOCATION

We are pleased to confirm your promotion to the position of Chief Financial
Officer, reporting to Lyle Turner, President & CEO. In this position, which
resides in Carlsbad, CA, you will be responsible for the Company's Treasury,
Tax, Financial Analysis and Reporting, IT, and Investor Relations functions. The
effective date of the promotion was May 1, 2002.

In this position, your salary will be $300,000 annualized, less applicable
withholding paid in accordance with Invitrogen's normal payroll practices. This
new salary amount includes an adjustment for your automobile allowance, which
will no longer be included as a semi-monthly payment.

In addition, you will continue to be eligible to participate in Invitrogen
Corporation's Incentive Compensation Plan (ICP) for 2002. Your ICP will be
targeted at 35% of your base salary for the period eligible. The actual
incentive bonus earned will be based on individual as well as company goals and
will be paid according to the rules of the ICP, which states in part you must be
employed on the day the bonus is paid to receive the bonus.

As an employee relocating to Carlsbad from Maryland you will be eligible for
relocation assistance as outlined in the attached Relocation Guidelines and
highlighted below:

- -    2 house hunting trips (up to 7 days each) for you and your immediate family
     to Carlsbad.

- -    Professional relocation services.

- -    Shipment and storage (up to 90 days) of selected household goods to
     Carlsbad.

- -    Temporary living assistance up to 90 days.

- -    An interest free loan of up to $150,000 to assist in the purchase of
     a house.

- -    Reimbursement for all standard non-recurring closing costs on your home in
     Maryland including up to 6% sales commission.

You will continue to be eligible for all standard benefits available to other
"full-time" Invitrogen employees, including: medical, dental, life, and vision
insurance; short and long-term disability insurance; Invitrogen's 401k Plan and
Employee Stock Purchase Plan in accordance with Invitrogen's policies the
applicable plan documents and benefit plan provisions.

In addition, Invitrogen's Board of Directors' has granted options to purchase
150,000 shares of Invitrogen's common stock in accordance with an approved
Invitrogen stock option plan (the "Plan") and related option documents. Options
vest according to the terms of the Plan over 4 years.



As an additional incentive, Invitrogen agrees to enter into a Settlement and
Retention Agreement with you in the form attached hereto pursuant to which the
Company would, under the terms of the attached agreement, pay you a total bonus
of $402,375, less applicable tax and other withholdings. One half of this bonus
or $201,188 will be paid on or before October 1, 2002 (in an effort to assist
you with your relocation to Carlsbad) and the remainder or $201,187 on or about
October 1, 2004. As part of this agreement, your current Change-in-Control
Agreement would be terminated, and you would be entitled to enter into a new
Change-in-Control Agreement, a copy of which is also attached.

Employment with Invitrogen is at-will and therefore not for a specific term and
may be terminated by either you or Invitrogen at any time without notice. The
at-will nature of employment at Invitrogen constitutes the entire agreement
between you and Invitrogen and any changes to these terms must be in writing and
signed by you and the company's President or the Vice President of Human
Resources.

We will formally announce your new title and responsibilities in June, 2002. You
will be scheduled to meet with Human Resources shortly after you relocate to
Carlsbad to review your benefits, company policies and also complete any
necessary employment, benefits, and tax forms.

We wish you continued success in this new opportunity and we appreciate your
willingness to relocate your family to Carlsbad, and look forward to working
with you.

If you have any questions, feel free to contact Vickie Motte, at x67204 or me at
x67222.

/s/                                         /s/
- -------------------------------------       ---------------------------------
Lyle Turner, President & CEO                Jim Runchey, VP, Human Resources



I have read this offer letter in its entirety and agree to the terms and
conditions of employment. I understand and agree that my employment with
Invitrogen is at-will.

 Dated                                     /s/
      --------------------                 ----------------------------------
                                           C. Eric Winzer

EX-10.44

                                                                   Exhibit 10.44



                       SETTLEMENT AND RETENTION AGREEMENT

This Settlement and Retention Agreement (the "Agreement") is entered into by and
between John A. Cottingham ("Executive") and Invitrogen Corporation, a Delaware
Corporation ("Invitrogen" or the "Company") and is effective as of June 7, 2002
(the "Effective Date").

WHEREAS, Executive entered into a Change-in-Control Agreement dated February 13,
1997 with Life Technologies, Inc., which was amended on October 11, 2000 (the
"Original CIC Agreement"); and

WHEREAS, Life Technologies, Inc. was merged into Invitrogen in September 2000
under Delaware law, and Invitrogen thereby acquired all of the rights and
obligations of Life Technologies, Inc. under the Original CIC Agreement; and

WHEREAS, Executive is presently entitled to exercise certain rights under the
Original CIC Agreement that would result in the termination of Executive's
employment and require the Company to make a cash payment and provide other
benefits to Executive; and

WHEREAS, the Company would like to continue to employ Executive, and Executive
would like to continue to be employed by the Company; and

WHEREAS, the Company would like to reduce the incentive for Executive to
terminate Executive's employment and provide an incentive for Executive to
remain employed by the Company.

NOW THEREFORE, in consideration of the promises, mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intending to be
legally bound, agree as follows:

1. Settlement Payment. The Company agrees to provide a "Settlement Payment" to
Executive, payable in two lump sum installments on the dates specified below
(the "Payment Dates"), less applicable withholdings as required by law or
regulation; provided, with respect to each installment, that Executive's
employment is not terminated prior to the respective Payment Date for such
installment by the Company for Cause (as defined below) or by Executive without
Good Reason (as defined below):



               Amount                              Date
               ------                              ----
                                                
        a.     $163,013                            October 1, 2002
        b.     $163,013                            October 1, 2004


In the event Executive's employment terminates prior to one or both of the
Payment Dates for any other reason, including but not limited to termination of
Executive's employment by the Company without Cause, Executive's resignation for
Good Reason, Executive's death or Disability (as defined below), any
outstanding, unpaid portion of the Settlement Payment will become immediately
due and payable to Executive, or his estate, as the case may be.



2. At-Will. Executive acknowledges that Executive continues to be employed by
the Company as an at-will employee and that nothing in this Agreement is
intended to or should be construed to contradict, modify or alter Executive's
at-will employment status.

3. Definitions.

        a. Cause. For purposes of this Agreement, "Cause" shall mean: (i)
Executive's willful and deliberate failure or refusal to perform Executive's job
responsibilities and duties (as they existed or were assigned during the 90-day
period immediately preceding the Effective Date or as revised thereafter by
agreement of Executive and the Company), provided that Executive has been given
written notice of and a 30-day opportunity to cure such non-performance; (ii)
commission of an intentional act of fraud, embezzlement or theft by Executive in
connection with Executive's duties or in the course of Executive's employment
with the Company or its affiliated companies; (iii) causing intentional,
wrongful damage to property of the Company or its affiliated companies; (iv)
intentionally and wrongfully disclosing trade secrets or confidential
information of the Company or its affiliated companies; or (v) participating,
without the Company's express written consent, in the management of any business
enterprise that engages in substantial and direct competition with the Company
or its affiliated companies and any such act shall have been materially harmful
to the Company or its affiliated companies.

        b. Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

               i. a substantial diminution in Executive's position, authority,
duties or responsibilities (as they existed or were assigned at any time during
the 90-day period immediately preceding the Effective Date), excluding
non-substantial changes in title or office and any isolated, insubstantial and
inadvertent action not taken in bad faith that is remedied by the Company within
thirty (30) days of receiving written notice thereof from Executive;

               ii. any reduction or adverse change to Executive's compensation
and benefits in place as of the Effective Date of the Agreement or granted to
Executive by the Company thereafter, including, but not limited to, base salary,
bonuses and any other incentive compensation plans or programs; savings and
retirement plans or programs; health and welfare benefit plans, including, but
not limited to, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans;
and paid vacation, excluding any isolated, insubstantial and inadvertent failure
not taken in bad faith that is remedied by the Company within thirty (30) days
of receiving written notice thereof from Executive or any reduction that is made
as part of, and is generally consistent with, a general reduction of senior
executive compensation and benefits;

               iii. the relocation of Executive's principal place of work to an
office or location more than fifty (50) miles from the location Executive was
assigned to immediately prior to the Effective Date (provided, however, that
relocation to Carlsbad, CA, shall not constitute Good Reason) or the Company
substantially increases without the prior consent of the Executive the amount of
time Executive is required to travel; and



                                       2


               iv. any failure by any successor to the Company to comply with
and satisfy Section 11, provided that such successor has received at least ten
(10) days prior written notice from the Company or Executive of the requirements
of Section 11 of this Agreement.

For the purposes of this Section 3(b), any good faith determination of "Good
Reason" made by Executive shall be conclusive.

        c. Disability. The term "Disability" means Executive's inability to
perform the essential functions of Executive's job due to a mental or physical
condition, with or without reasonable accommodation. In no event will
Executive's employment be terminated for Disability until 180 consecutive days
has elapsed and Disability has been determined by a physician selected by the
Company or its insurers and acceptable to Executive or Executive's legal
representative (such agreement as to acceptability not to be withheld
unreasonably).

        d. Date of Termination. The term "Date of Termination" means the date of
receipt of the Notice of Termination (described below) or any later date
specified therein, as the case may be; provided, however, that: (i) if
Executive's employment is terminated by the Company without Cause the Date of
Termination shall be the date the Company notifies the Executive of such
termination; and (ii) if Executive's employment is terminated by reason of death
or Disability, the Date of Termination shall be the date of Executive's death or
the effective date of the Disability, as the case may be.

4. Notice of Termination. Any termination by the Company for Cause or
resignation by Executive for Good Reason before October 1, 2004, shall be
communicated by "Notice of Termination" to the other party in accordance with
Section 13(b) of this Agreement. The "Notice of Termination" must be in writing
and set forth: (a) the facts and circumstances, in reasonable detail, claimed to
provide a basis for the termination with Cause or resignation for Good Reason;
(b) if the Date of Termination is other than the date of receipt of such notice,
the termination date (which shall be not more than thirty (30) days after the
giving of such notice). Executive or the Company's failure to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of
Good Reason or Cause, as the case may be, shall not waive any right hereunder or
preclude Executive or the Company from asserting such fact or circumstance in
enforcing Executive's or the Company's rights hereunder.

5. Independent Obligations. The Settlement Payment is in settlement of
preexisting contractual claims and shall not: (a) be reduced by any severance
received by Executive, or reduce any severance to be received by Executive, upon
termination of employment under any severance plan, policy, agreement, or
arrangement of the Company applicable to Executive or a group of employees of
the Company including the Executive, whether or not any such severance received
by Executive is payable as a result in whole or in part of a change in control
of the Company prior to such termination of employment; (b) constitute "salary,"
"bonus," or "severance" for purposes of the New CIC Agreement (described at
Section 12 below), and accordingly, shall not increase, decrease, or affect in
any way the calculation of money payable or entitlement to other benefits
pursuant to the New CIC Agreement; (c) be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action that the Company may have
against Executive or others; and (d) be subject to any requirement that
Executive seek other employment or take any other action by way of mitigation,
nor will it be offset or otherwise be reduced by



                                       3


reason of Executive's receipt of compensation from any source other than the
Company.

6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Executive's continuing or future participation in any benefit, bonus, incentive
or other plans, programs, policies or practices provided by the Company or any
of its affiliated companies and for which Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as Executive may have
under any other agreements with the Company or any of its affiliated companies.
Amounts that are vested benefits or that Executive is otherwise entitled to
receive under any plan, policy, practice or program of the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program. In addition,
nothing in this Agreement is intended to or should be construed to contradict,
modify or alter the terms and conditions of that certain offer letter entered
into by Executive and the Company on April 24, 2001 (the "Relocation Letter").
The terms and conditions of Executive's employment shall continue to be governed
by the Relocation Letter except as expressly set forth herein.

7. Legal Fees. The Company agrees to pay, to the full extent permitted by law,
all legal fees and expenses that Executive may reasonably incur, including the
costs and expenses of any arbitration proceeding, as a result of any contest
(regardless of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as
amended (the "Code"); provided that Executive's claim is not determined by a
court of competent jurisdiction or an arbitrator to be frivolous or otherwise
entirely without merit.

8. Termination of Original CIC Agreement; Release.

        a. Termination of Original CIC Agreement. This Agreement terminates all
rights and obligations of the Company and Executive under the Original CIC
Agreement and supersedes any previous agreement between the Company and
Executive, written or oral, to the extent such agreement relates to the subject
matter hereof.

        b. General Release of All Claims.

               i. Executive fully and unconditionally releases and discharges
all claims and causes of action that Executive or Executive's heirs, personal
representatives, successors, or assigns ever had, now have, or hereafter may
have against the Company, and any subsidiary corporations, divisions and
affiliated corporations, partnerships or other affiliated entities of the
Company, past and present, as well as the Company's employees, officers,
directors, agents, shareholders, successors and assigns (collectively, "Released
Parties") on account of any claims and/or causes of action arising out of or
relating to the Original CIC Agreement and any other document relating thereto
or delivered in connection with the transactions contemplated thereby.



                                       4


               ii. Executive declares and represents that Executive intends this
Agreement to be complete and not subject to any claim of mistake, and that the
release herein expresses a full and complete release of all claims, known and
unknown, suspected or unsuspected arising out of or relating to the Original CIC
Agreement and any other document relating thereto or delivered in connection
with the transactions contemplated thereby and, regardless of the adequacy or
inadequacy of the consideration, Executive intends the release herein to be
final and complete. Executive executes this Agreement with the full knowledge
that the release covers all possible claims against the Released Parties arising
out of or relating to the Original CIC Agreement, to the fullest extent
permitted by law. Executive further agrees that this release is to be
interpreted broadly and includes the waiver of all rights under California Civil
Code section 1542, which provides that "a general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor."

9. Termination of Settlement and Retention Agreement; Release. Simultaneous with
the payment of the last installment of the Settlement Payment, Executive agrees
to sign a release similar to the release set forth in Section 8(b) above that
acknowledges that the Company has fully performed and satisfied all of its
obligations under this Agreement and that releases all claims or causes of
action arising out of or relating to this Agreement.

10. Arbitration. Any dispute, controversy or claim arising out of or relating to
this Agreement, or any breach thereof, shall be determined and settled by
arbitration to be held in the City of San Diego pursuant to the employment rules
of the American Arbitration Association or any successor organization. Any award
rendered there under shall be final, conclusive and binding on the parties.

11. Successors.

        a. This Agreement is personal to Executive and without the prior written
consent of the Company shall not be assignable by Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by Executive's legal representatives.

        b. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

        c. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as herein defined
and any successor to its business and/or assets as aforesaid that assumes and
agrees to perform this Agreement by operation of law, or otherwise.

12. New CIC Agreement. The parties agree to enter into a new Change in Control
Agreement contemporaneously with the execution of this Agreement, which shall be
in the standard form of such agreement adopted by the Board of Directors of
Invitrogen (the "New CIC Agreement").



                                       5


13. General Provisions.

        a. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

        b. Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, to the addresses
set forth below or to such other address as either party shall have furnished to
the other in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.

        c. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

        d. Waiver. Either party's failure to insist upon strict compliance with
any provision hereof in any particular instance shall not be deemed to be a
waiver of such provision or any other provision thereof.

        e. Counterparts. This Agreement may be signed in two counterparts, each
of which together shall constitute one and the same Agreement, binding on the
parties as if each had signed the same document.

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


INVITROGEN CORPORATION                       John A. Cottingham


By: /s/                                      /s/
   --------------------------------          -----------------------------------
Printed Name: L. James Runchey               7955 Sitio Solana
                                             Carlsbad, CA  92009
Title: VP, Human Resources

Address:       Invitrogen Corporation
               1600 Faraday Avenue
               Carlsbad, CA 92008
               (ATTN:  General Counsel)



                                       6

EX-10.45

                                                                   Exhibit 10.45



                           CHANGE-IN-CONTROL AGREEMENT


               AGREEMENT by and between INVITROGEN CORPORATION, a Delaware
Corporation (the "Company"), and John A. Cottingham (the "Executive"), dated as
of the 7th day of June 2002.

               The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as
defined below). The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

               NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

               1. Certain Definitions.

                      (a) The "Effective Date" shall be the first date during
the "Change in Control Period" (as defined in Section l(b)) on which a Change in
Control occurs; provided that the Executive is employed on that date. Anything
in this Agreement to the contrary notwithstanding, if the Executive's employment
with the Company is terminated or the Executive ceases to be an officer of the
Company prior to the date on which a Change in Control occurs, and it is
reasonably demonstrated by the Executive that such termination of employment or
cessation of status as an officer (i) was at the request of a third party who
has taken steps reasonably calculated to effect the Change in Control or (ii)
otherwise arose in connection with or anticipation of the Change in Control,
then for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or cessation of
status as an officer.

                      (b) The "Change in Control Period" is the period
commencing on the date hereof and ending on the second anniversary of such date,
provided, however, that commencing on the date one year after the date hereof,
and on each annual anniversary of such date (such date and each annual
anniversary thereof is hereinafter referred to as the "Renewal Date"), the
Change in Control Period shall be automatically extended so as to terminate two
years from such Renewal Date, unless at least 60 days prior to the Renewal Date
the Company shall give notice to the Executive that the Change in Control Period
shall not be so extended.



               2. Change in Control. For the purpose of this Agreement;

                      (a) a "Change in Control" shall mean:

                             (i) Any acquisition or series of acquisitions,
other than from the Company, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of 50% or more of either the then outstanding
shares of common stock of the Company (the "Outstanding Company Common Stock")
or the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"), provided, however, that (A) any
acquisition by the Company, or any of its subsidiaries, (B) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its subsidiaries, or (C) any acquisition or series of
acquisitions which results in any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) acquiring
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of more than 50% of the Outstanding Company Common Stock and while such a
beneficial owner such individual, entity or group does not exercise the voting
power of his, her or its Outstanding Company Common Stock or otherwise exercise
control with respect to any matter concerning or affecting the Company and
promptly sells, transfers, assigns or otherwise disposes of that number of
shares of Outstanding Company Common Stock necessary to reduce his, her or its
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of the Outstanding Company Common Stock to below 50%, as the case may be, shall
not constitute a Change in Control; or

                             (ii) Individuals who as of April 27, 2001,
constitute the Board of Directors of the Company (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board of Directors of
the Company, provided that any individual becoming a director subsequent to
April 27, 2001, whose election, or nomination for election, by the Company's
stockholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board, shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an actual or
threatened election contest (as such terms are used in Rule 14a-11 of the
Regulation 14A promulgated under the Exchange Act) relating to the election of
directors of the Company; or

                             (iii) Approval by the stockholders of the Company
of a complete liquidation or dissolution of the Company, or of the sale or other
disposition of all or substantially all of the assets of the Company, or of a
reorganization, merger or consolidation of the Company, in each case, with
respect to which all or substantially all of the individuals and entities who
were the respective beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock



                                       2


and the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation.

               3. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, for the period commencing on the Effective Date and ending at
the end of the 24th month following the Effective Date (the "Employment
Period").

               4. Terms of Employment

                      (a) Position and Duties.

                             (i) During the Employment Period, (A) the
Executive's position, authority, duties and responsibilities shall not be
substantially diminished from the most significant of those held, exercised and
assigned at any time during the 90-day period immediately preceding the
Effective Date and (B) the Executive's services shall be performed at the
location where the Executive was employed immediately preceding the Effective
Date or any office or location less than 50 miles from such location.

                             (ii) During the Employment Period, and excluding
any periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

                      (b) Compensation.

                             (i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to the highest annualized (for
any fiscal year consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full



                                       3


months) base salary paid or payable to the Executive by the Company and its
affiliated companies in respect of the three fiscal years immediately preceding
the fiscal year in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be substantially consistent
with increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated companies.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to the Annual Base Salary as so increased. As used
in this Agreement, the term "affiliated companies" includes any company
controlled by, controlling or under common control with the Company.

                             (ii) Annual Bonus. In addition to Annual Base
Salary, the Executive shall be awarded, for each fiscal year during the
Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal
to the higher of either (A) the average annualized (for any fiscal year
consisting of less than twelve full months or with respect to which the
Executive has been employed by the Company for less than twelve full months)
bonus paid, or payable but for any deferral to the Executive by the Company and
its affiliated companies under the Company's deferred compensation arrangements,
in respect of the three fiscal years immediately preceding the fiscal year in
which the Effective Date occurs, or (B) in the event the annual bonus paid, or
payable but for any deferral to the Executive by the Company and its affiliated
companies under the Company's deferred compensation arrangement, in respect of
the fiscal year immediately preceding the fiscal year in which the Effective
Date occurs was based upon a formula or plan in which the Executive
participated, then such Annual Bonus shall be at least equal to the bonus which
would be payable based on such formula or plan had the Executive's participation
therein and level of participation remained in effect following the Effective
Date. Each such Annual Bonus shall be paid no later than the end of the third
month of the fiscal year next following the fiscal year for which the Annual
Bonus is awarded, unless the Executive shall elect to defer the receipt of such
Annual Bonus.

                             (iii) Incentive, Savings and Retirement Plans. In
addition to Annual Base Salary and Annual Bonus payable as hereinabove provided,
the Executive shall be entitled to participate during the Employment Period in
all incentive, savings and retirement plans, practices, policies and programs
generally applicable to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities), savings opportunities and
retirement benefits opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the Company and its
affiliated companies for the Executive under such plans, practices, policies and
programs as in effect at any time during the 90-day period immediately preceding
the Effective Date.

                             (iv) Welfare Benefit Plans. During the Employment
Period, the Executive and/or the Executive's family, as the case may be, shall
be eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,



                                       4


dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent generally
applicable to other peer executives of the Company and its affiliated companies,
but in no event shall such plans, practices, policies and programs provide
benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive and/or
the Executive's family at any time during the 90-day period immediately
preceding the Effective Date.

                             (v) Business Expenses. During the Employment
Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable business expenses incurred by the Executive in accordance with the
most favorable policies, practices and procedures of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.

                             (vi) Fringe Benefits. During the Employment Period,
the Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter generally with respect to other
peer executives of the Company and its affiliated companies.

                             (vii) Office and Support Staff. During the
Employment Period, the Executive shall be entitled to an office or offices of a
size and with furnishings and other appointments, and to personal secretarial
and other assistance, at least equal to the most favorable of the foregoing
provided to the Executive by the Company and its affiliated companies at any
time during the 90-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as provided at any time thereafter generally
with respect to other peer executives of the Company and its affiliated
companies.

                             (viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect at any time thereafter generally with respect to
other peer executives of the Company and its affiliated companies.

               5. Termination of Employment

                      (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability (as defined below)
of the Executive has occurred during the Employment Period, it may give to the
Executive written notice in accordance with Section 15(b) of this Agreement of
its intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of



                                       5


such notice by the Executive (the "Disability Effective Date"), provided that,
within the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties. For purposes of this Agreement,
"Disability" means the absence of the Executive from the Executive's duties with
the Company on a full-time basis for 180 consecutive business days as a result
of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably).

                      (b) Cause. The Company may terminate the Executive's
employment during the Employment Period for "Cause." For purposes of this
Agreement, "Cause" means (i) repeated violations by the Executive of the
Executive's responsibilities and duties under Section 4(a) of this Agreement
which are demonstrably willful and deliberate on the Executive's part and which
are not remedied in a reasonable period of time after receipt of written notice
from the Company, (ii) commission of an intentional act of fraud, embezzlement
or theft by the Executive in connection with the Executive's duties or in the
course of the Executive's employment with the Company or its affiliated
companies, (iii) causing intentional wrongful damage to property of the Company
or its affiliated companies, (iv) intentionally and wrongfully disclosing secret
processes or confidential information of the Company or its affiliated
companies, or (v) participating, without the Company's express written consent,
in the management of any business enterprise which engages in substantial and
direct competition with the Company or its affiliated companies, and any such
act shall have been materially harmful to the Company or its affiliated
companies.

                      (c) Good Reason. The Executive's employment may be
terminated during the Employment Period by the Executive for "Good Reason." For
purposes of this Agreement, "Good Reason" means

                             (i) a substantial diminution in the Executive's
position, authority, duties or responsibilities as contemplated by Section 4(a)
of this Agreement, excluding non-substantial changes in title or office, and
excluding any isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Company promptly after receipt of written
notice thereof given by the Executive;

                             (ii) any failure by the Company to comply with any
of the provisions of Section 4(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of written notice thereof given
by the Executive;

                             (iii) the Company requiring the Executive to be
based at any office or location other than that described in Section 4(a)(i)(B)
hereof or, requiring the Executive to travel away from his or her office in the
course of discharging responsibilities or duties in a manner which is
inappropriate for the performance of the Executive's duties hereunder and which
is significantly more frequent (in terms of either consecutive days or aggregate
days in any calendar year) than was required prior to the Change in Control;



                                       6


                             (iv) any purported termination by the Company of
the Executive's employment otherwise than as expressly permitted by this
Agreement; or

                             (v) any failure by any successor to the Company to
comply with and satisfy Section 14(c) of this Agreement, provided that such
successor has received at least ten (10) days prior written notice from the
Company or the Executive of the requirements of Section 14(c) of this Agreement.

For the purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.

                      (d) Notice of Termination. Any termination by the Company
for Cause or by the Executive for Good Reason shall be communicated by "Notice
of Termination" to the other party hereto given in accordance with Section 15(b)
of this Agreement. For purposes of this Agreement, a "Notice of Termination"
means a written notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not
more than fifteen days after the giving of such notice). The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause, as the case
may be, shall not waive any right of the Executive or the Company hereunder or
preclude the Executive or the Company from asserting such fact or circumstance
in enforcing the Executive's or the Company's rights hereunder.

                      (e) Date of Termination. "Date of Termination" means the
date of receipt of the Notice of Termination or any later date specified
therein, as the case may be; provided, however, that (i) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies the
Executive of such termination and (ii) if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

               6. Obligations of the Company upon Termination

                      (a) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than the following obligations: (i)
payment of the Executive's Annual Base Salary through the Date of Termination to
the extent not theretofore paid, (ii) payment of the product of (x) the Annual
Bonus paid or payable but for any deferral (and annualized for any fiscal year
consisting of less than twelve full months or for which the Executive has been
employed for less than twelve full months) to the Executive for the most
recently completed fiscal year during the Employment Period, and (y) a fraction,
the numerator of which is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is 365 and (iii) payment
of any compensation



                                       7


previously deferred by the Executive (together with any accrued interest
thereon) and not yet paid by the Company and any accrued vacation pay not yet
paid by the Company (the amounts described in clauses (i), (ii) and (iii) above
are hereafter referred to as "Accrued Obligations"). All Accrued Obligations
shall be paid to the Executive's estate or beneficiary, as applicable, at the
option of the Company, either (x) in a lump sum in cash within 30 days of the
Date of Termination or (y) in twelve equal consecutive monthly installments,
with the first installment to be paid within 30 days of the Date of Termination.
Anything in this Agreement to the contrary notwithstanding, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided generally by the Company and any of its affiliated
companies to surviving families of peer executives of the Company and such
affiliated companies under such plans, programs, practices and policies relating
to family death benefits, if any, as in effect generally with respect to other
peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family as in effect on the date of the Executive's death
generally with respect to other peer executives of the Company and its
affiliated companies and their families.

                      (b) Disability. If the Executive's employment is
terminated by reason of the Executive's Disability during the Employment Period,
this Agreement shall terminate without further obligations to the Executive,
other than for Accrued Obligations. All Accrued Obligations shall be paid to the
Executive at the option of the Company, either (x) in a lump sum in cash within
30 days of the Date of Termination or (y) in twelve equal consecutive monthly
installments, with the first installment to be paid within 30 days of the Date
of Termination. Anything in this Agreement to the contrary notwithstanding, the
Executive shall be entitled after the Disability Effective Date to receive
disability and other benefits at least equal to the most favorable of those
provided by the Company and its affiliated companies to disabled peer executives
and/or their families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally with respect to
other peer executives and their families at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter through the
Date of Termination generally with respect to other peer executives of the
Company and its affiliated companies and their families.

                      (c) Cause. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the Executive the Annual Base Salary through the Date of Termination
plus the amount of any compensation previously deferred by the Executive, in
each case to the extent theretofore unpaid. If the Executive terminates
employment during the Employment Period, excluding a termination for Good
Reason, this Agreement shall terminate without further obligations to the
Executive, other than for Accrued Obligations. In such case, all Accrued
Obligations shall be paid to the Executive at the option of the Company, either
(x) in a lump sum in cash within 30 days of the Date of Termination, or (y) in
twelve equal consecutive monthly installments, with the first installment to be
paid within 30 days of the Date of Termination.



                                       8


                      (d) Good Reason. If, during the Employment Period, the
Company shall terminate the Executive's employment other than for Cause or
Disability, or the Executive shall terminate employment under this Agreement for
Good Reason:

                             (i) the Company shall pay to the Executive the
aggregate of the following amounts, such amounts to be payable by the Company in
a lump sum in cash within 30 days of the Date of termination.

                                    A. All Accrued Obligations; and

                                    B. 2.0 times the sum of the Executive's
Annual Base Salary and the higher of either (i) the average annualized (for any
fiscal year consisting of less than twelve full months or with respect to which
the Executive has been employed by the Company for less than twelve full months)
bonus paid, or payable but for any deferral to the Executive by the Company and
its affiliated companies under the Company's deferred compensation arrangements,
in respect of the three fiscal years immediately preceding the fiscal year in
which the Effective Date occurs, or (ii) the targeted annual bonus payable to
the Executive pursuant to the Company's Incentive Compensation Plan for the
fiscal year in which the Date of Termination occurs (assuming 100% achievement
of the Company performance factor and 100% achievement of the Executive's
personal performance factor; and

                                    C. An amount equal to that portion, if any,
of the Company's contribution to the Executive's 401(k), savings or other
similar individual account plan which is not vested as of the Date of
Termination (the "Unvested Company Contribution"), plus an amount which when
added to the Unvested Company Contribution would be sufficient after Federal,
state and local income taxes (based on the tax returns filed by the Executive
most recently prior to the Date of Termination) to enable the Executive to net
an amount equal to the Unvested Company Contribution; and

                             (ii) the Company shall pay the Executive up to
$25,000 for executive outplacement services utilized by the Executive upon the
receipt by the Company of written receipts or other appropriate documentation;
and

                             (iii) for the remainder of the Employment Period,
or such longer period as any plan, program, practice or policy may provide, the
Company shall continue benefits to the Executive and, where applicable, the
Executive's family at least equal to those which would have been provided to
them in accordance with the plans, programs, practices and policies described in
Section 4(b)(iv) of this Agreement if the Executive's employment had not been
terminated in accordance with the most favorable plans, practices, programs or
policies of the Company and its affiliated companies generally applicable to
other peer executives and their families during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect at any time thereafter generally with respect to other peer executives of
the Company and its affiliated companies and their families; provided, however,
that if the



                                       9


Executive becomes employed elsewhere during the Employment Period and is thereby
afforded comparable insurance and welfare benefits to those described in Section
4(b)(iv), the Company's obligation to continue providing the Executive with such
benefits shall cease or be correspondingly reduced, as the case may be. For
purposes of determining eligibility of the Executive for retiree benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until the end of the Employment Period and
to have retired on the last day of such period; and

                             (iv) All outstanding stock options held by the
Executive pursuant to any Company stock option plan shall immediately become
vested and exercisable as to all or any part of the shares covered thereby, with
the Executive being able to exercise his or her stock options within a period of
three months following the Date of Termination or such longer period as may be
permitted under Executive's stock option agreements; and

                             (v) If, in the calendar year immediately preceding
the Date of Termination, the Executive had relocated the Executive's primary
residence from one location (the "Point of Origin") to its location at the Date
of Termination at the request of the Company, then any relocation expenses that
are actually incurred in the year immediately following the Date of Termination
by the Executive in moving the Executive's primary residence to any location
shall be reimbursed by the Company to the extent such expenses do not exceed the
cost of relocating the Executive's primary residence to the Point of Origin,
provided such expenses are substantiated by means of written receipts. The cost
of relocating the Executive's primary residence to the Point of Origin shall be
determined by averaging estimates obtained by the Company in writing from three
reputable moving companies, selected by the Company in good faith. It shall be
the obligation of the Executive to notify the Company in advance of any such
relocation so that such estimates may be obtained.

The amounts required to be paid under this Section 6(d) shall be reduced by any
other amount of severance (i.e., relating solely to salary or bonus continuation
or actual or deemed pension or insurance continuation) received by the Executive
upon such termination of employment under any severance plan, policy or
arrangement of the Company applicable to the Executive or a group of employees
of the Company, including the Executive, and applicable without regard to the
occurrence of a Change in Control prior to such termination of employment. The
amounts payable to the Executive pursuant to this Agreement will not be subject
to any requirement of mitigation, nor, except as specifically set forth herein,
will they be offset or otherwise reduced by reason of the Executive's receipt of
compensation from any source other than the Company.

               7. Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any
benefit, bonus, incentive or other plans, programs, policies or practices
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any other agreements with the Company or
any of its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated



                                       10


companies at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program except as explicitly
modified by this Agreement.

               8. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder, except as provided in the last sentence of Section 6(d), shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement. The Company agrees to pay, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur, including the costs and expenses of any arbitration
proceeding, as a result of any contest (regardless of the outcome thereof) by
the Company or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any content by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"); provided that the
Executive's claim is not determined by a court of competent jurisdiction or an
arbitrator to be frivolous or otherwise entirely without merit.

               9. Release. Upon fulfillment of the Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder, the Executive fully and unconditionally releases and
discharges all claims and causes of action which the Executive or his or her
heirs, personal representatives, successors, or assigns ever had, now have, or
hereafter may have against the Company and any of its affiliated companies on
account of any claims and causes of action arising out of or relating to this
Agreement, any other document relating hereto or delivered in connection with
the transactions contemplated hereby.

               10. Certain Additional Payments by the Company.

                      (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that, as a result, directly
or indirectly, of the operation of any of the Company's existing stock option
plans, or any successor option or restricted stock plans (collectively, the
"Option and Restricted Stock Acceleration"), either standing alone or taken
together with the receipt of any other payment or distribution by the Company to
or for the benefit of the Executive whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a "Payment")
the Executive would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the amount
payable to the Executive hereunder or as a result of the Option and Restricted
Stock Acceleration shall be reduced in an amount that would result in the
Executive being in the most advantageous net after-tax position (taking into
account both income taxes and any Excise Tax). For purposes of this
determination, the "base amount" as defined in Section 280G(b)(3)(A) of the Code
shall be allocated between the Option



                                       11


and Restricted Stock Acceleration, on the one hand, and Payments, on the other
hand, in accordance with Section 280G(b)(3)(B) of the Code.

                      (b) All determinations required to be made under this
Section, including the amount of any reduction that will be made in the payments
made pursuant to this Agreement and the assumptions to be utilized in arriving
at such determinations, shall be made by PricewaterhouseCoopers LLP (the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Company and the Executive. All fees and expenses of the Accounting Firm for
tax and accounting advice provided to the Executive, up to a maximum of $15,000,
shall be borne solely by the Company. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with an
opinion that failure to report the Excise Tax on the Executive's applicable
federal income tax return would not result in the imposition of a negligence or
similar penalty. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive.

               11. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies and their respective businesses, which shall have been obtained by the
Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In addition, to the
extent that the Executive is a party to any other agreement relating to
confidential information, inventions or similar matters with the Company, the
Executive shall continue to comply with the provisions of such agreements. In no
event shall an asserted violation of the provisions of this Section constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

               12. Public Announcements. The Executive shall consult with the
Company before issuing any press release or otherwise making any public
statement with respect to the Company or any of its affiliated companies, this
Agreement or the transactions contemplated hereby, and the Executive shall not
issue any such press release or make any such public statement without the prior
written approval of the Company, except as may be required by applicable law,
rule or regulation or any self regulatory agency requirements, in which event
the Company shall have the right to review and comment upon any such press
release or public statement prior to its issuance.

               13. Arbitration. Any dispute, controversy or claim arising out of
or relating to this Agreement, or any breach thereof, shall be determined and
settled by arbitration to be held in the City of New York pursuant to the labor
rules of the American Arbitration Association or any successor organization. Any
award rendered thereunder shall be final, conclusive and binding on the parties.
Subject to the provisions of Section 8 hereof, each party shall pay one-half of
all costs



                                       12


and expenses of any arbitration proceeding brought pursuant to this Section, and
each party shall pay its own attorneys' fees and expenses.

               14. Successors.

                      (a) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                      (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                      (c) The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

               15. Miscellaneous

                      (a) This Agreement shall be governed by and construed in
accordance with the laws of the Sate of Delaware, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                      (b) All notices and other communications hereunder shall
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                             If to the Executive:

                             John A. Cottingham
                             7955 Sitio Solana
                             Carlsbad, CA 92009



                                       13


                             If to the Company:

                             Invitrogen Corporation
                             1600 Faraday Avenue
                             Carlsbad, CA 92008
                             (ATTN:  General Counsel)

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                      (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                      (d) The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

                      (e) The Executive's or the Company's failure to insist
upon strict compliance with any provision hereof in any particular instance
shall not be deemed to be a waiver of such provision or any other provision
thereof.

                      (f) This Agreement supersedes any previous agreement
between the Company and the Executive to the extent such agreement relates to
the subject matter hereof; provided, however, that this Agreement shall not
supersede that certain Settlement and Retention Agreement between the parties
dated as of June 7, 2002.

IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant
to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first written above.


                                             INVITROGEN CORPORATION


/s/                                          By: /s/
- -----------------------------------             --------------------------------
John A. Cottingham                              C. Eric Winzer
                                                Chief Financial Officer



                                       14

EX-10.46

                                                                   Exhibit 10.46


         NOTICE: THIS NOTE IS SUBJECT TO SECTION 2966 OF THE CIVIL CODE, WHICH
         PROVIDES THAT THE HOLDER OF THIS NOTE SHALL GIVE WRITTEN NOTICE TO THE
         MAKERS OR TRUSTOR, OR HIS OR HER SUCCESSOR IN INTEREST, OF PRESCRIBED
         INFORMATION AT LEAST 90 AND NOT MORE THAN 150 DAYS BEFORE ANY BALLOON
         PAYMENT IS DUE.

                             SECURED PROMISSORY NOTE

                                                            Carlsbad, California
U.S. $__________                                                __________, 2002

        1. Obligation. The undersigned, _____________________________
("Employee") and _____________________________, husband and wife (hereinafter
referred to collectively as "Makers"), for value received, hereby promise to pay
to INVITROGEN CORPORATION, a Delaware corporation (hereinafter "Invitrogen" or
the "holder"), or order, as provided in Section 2 below or at such other place
as the holder may in writing direct, the original principal amount of
__________________ Thousand Dollars ($_________) without interest from the date
hereof until the Maturity Date (as defined below), and to the extent any such
principal amount remains outstanding on the Maturity Date Makers shall pay
interest thereon at the fixed rate of 10% per annum until paid in full.
Principal and interest (if applicable) shall be payable in lawful money of the
United States of America.

The principal amount of this Note shall be forgiven or the interest on such
amount shall be abated in certain circumstances, as follows:

               1.1 if Employee's employment with Invitrogen terminates
involuntarily without Cause (as defined below) on or before the fifth
anniversary of the date of this Note, this Note shall be fully forgiven
effective on the date of such termination;

               1.2 if Employee's employment with Invitrogen terminates
voluntarily (e.g., resignation) or involuntarily for Cause, the principal
balance of this Note shall not bear interest during any portion of the 180 days
after the date of such termination; and

            1.3 if Employee's employment with Invitrogen terminates due to death
or permanent disability, the provisions of Section 4 below shall control;

provided, that in any case specified in Subsections 1.1 to 1.3 above Employee or
Employee's estate shall have executed and delivered to Invitrogen a general
release (acceptable to Invitrogen in its sole discretion) waiving any and all
claims, known or unknown, liquidated or unliquidated, arising out of or in any
way related to Employee's employment with Invitrogen and/or termination of
employment. For purposes of this Note, employment shall be deemed terminated for
Cause if the termination is due to Employee's (i) theft, dishonesty, misconduct,
willful neglect of duties or falsification of any employment or Invitrogen
records; (ii) improper use or



disclosure of Invitrogen's confidential or proprietary information; (iii)
conviction of any crime that impairs Employee's ability to perform his/her
duties for Invitrogen; or (iv) any action that has a detrimental effect on
Invitrogen's reputation or business, as determined in the sole and exclusive
discretion of Invitrogen.

        2. Payments. Any payments of interest due hereunder shall be payable in
monthly installments on the first day of every month. Unless the holder directs
otherwise, all payments made hereunder shall be made to Invitrogen, attention:
Controller, 1600 Faraday Avenue, Carlsbad, California 92008.

        3. Maturity

            3.1 The outstanding principal amount of the indebtedness evidenced
by this Note shall be due and payable on the earlier to occur of the date 180
days after the voluntary termination (e.g., resignation) of Employee's
employment with Invitrogen or 180 days after Employee's involuntary termination
for Cause (either of such dates referred to herein as the "Maturity Date"),
provided this Note has not been forgiven before such time pursuant to Subsection
1.1 or 3.2 or Section 4 hereof.

            3.2 If by the third anniversary of the date of this Note Employee's
employment with Invitrogen has not been terminated for any reason whatsoever,
then the outstanding principal balance of this Note shall be decreased as of the
third anniversary of the date of this Note by an amount equal to one-third of
the original principal balance of this Note (an amount equal to one-third of the
original principal balance of this Note is referred to herein as the
"Forgiveness Amount"), and if Employee's employment with Invitrogen has not been
terminated for any reason whatsoever as of the fourth and fifth anniversaries of
the date of this Note, then such principal amount shall be further decreased on
the fourth and fifth anniversaries of the date of this Note, respectively, by
the Forgiveness Amount such that this Note shall be fully forgiven as of the
fifth anniversary of the date of this Note. Notwithstanding the foregoing, any
such forgiveness of principal shall be expressly conditioned upon (i) Employee's
employment with Invitrogen as of the applicable anniversary date of this Note
and (ii) Employee's full satisfaction and compliance with Section 17 below.

        4. Death or Permanent Disability. Notwithstanding anything to the
contrary in this Note, (i) this Note shall be fully forgiven upon the death of
Employee prior to the Maturity Date and (ii) if the Employee becomes "Disabled"
(as defined below) the Forgiveness Amount shall be fully forgiven upon each of
the third, fourth, and fifth anniversary of the date of this Note; provided that
the Employee has been either employed by Invitrogen or Disabled during the
entire period beginning on the date of this Note and ending on each such
anniversary, respectively. The term "Disabled" means that the Employee is unable
to perform the essential functions of the position he or she holds in the
Company, with or without reasonable accommodation.

        5. Prepayment. This Note may be prepaid in whole or in part at any time
without penalty or premium. Any partial prepayment shall be credited first to
the most remote principal installment of this Note.


                                       2


        6. Late Payment Charge. Makers agree to pay to the holder of this Note
an amount equal to 5% of any unpaid installment as a service charge on any such
monthly installment which is not paid within ten days of the date due.

        7. Costs of Collection. If this Note is not paid when due, whether at
maturity or by acceleration, Makers promise to pay all costs incurred by the
holder in collecting the amounts due hereunder, including attorneys' fees, and
all expenses incurred by the holder in connection with the protection of or
realization on the collateral securing this Note, whether or not suit is filed
herein; such costs and expenses shall include, without limitation, all costs,
reasonable attorneys' fees and expenses incurred by the holder in connection
with any insolvency, bankruptcy, reorganization, arrangement or other similar
proceedings involving Makers which in any way affects the exercise by the holder
of its rights and remedies under this Note or under any deed of trust, security
agreement or other agreement or instrument securing or pertaining to this Note.

        8. Secured Note. This Note is secured by a second priority deed of trust
of even date herewith (the "Deed of Trust") to First American Title Insurance
Company, as Trustee, executed by Makers in favor of Invitrogen encumbering
certain residential real property located at ______________, California and
purchased as Makers' principal residence (the "Principal Residence"). The Deed
of Trust shall be junior and subordinate to only a first priority deed of trust
in favor of ______________, securing indebtedness in an original principal
amount of $_________. Makers represent and warrant that all of the proceeds of
the indebtedness evidenced by this Note will be used to purchase the Principal
Residence.

        9. Default/Acceleration. At the option of the holder, without prior
notice, and regardless of any prior forbearance, all sums remaining unpaid under
this Note shall become immediately due and payable upon the occurrence of a
default by Makers under this Note. The occurrence of any of the following events
shall constitute a default by Makers under this Note:

               9.1 Makers' failure to pay any payment of interest or principal
when due under this Note, including, without limitation, Makers' failure to
satisfy in full all sums remaining unpaid under this Note on or before the
Maturity Date; or

               9.2 Makers' failure to perform any of Makers' other monetary and
nonmonetary covenants and agreements contained in this Note or the Deed of
Trust.

        10. Acceleration of Indebtedness. The Deed of Trust securing the
repayment of this Note provides for the acceleration of the Maturity Date upon
the happening of certain events, including the following:

                      "If Trustor shall sell, convey, lease or otherwise
               alienate the property, or any part thereof, or any interest
               therein, or shall be divested of its title or any interest
               therein in any manner or way, whether voluntarily or
               involuntarily, without the written consent of


                                       3


               Beneficiary being first had and obtained, then Beneficiary shall
               have the right, at its option, except as prohibited by law, to
               declare any indebtedness or obligations secured hereby,
               irrespective of the maturity date specified in any note
               evidencing the same, immediately due and payable."

        11. Non-Transferable. Notwithstanding any provision contained herein to
the contrary, the benefits of the interest arrangements of this Note shall not
be transferable and shall be conditioned on Employee's future performance of
substantial services for Invitrogen within the meaning of Section 7872(f)(5) of
the Internal Revenue Code of 1986, as amended ("Code").

        12. Termination of Employment. In the event Employee's employment with
Invitrogen is terminated voluntarily or is terminated involuntarily for Cause
(i) the outstanding principal balance of this Note shall thereafter bear
interest at the fixed rate described in Section 1 above (subject to the
limitations described in Subsection 1.2 above) and (ii) all sums remaining
unpaid under this Note shall become due and payable on the date set forth in
Section 3 above, unless sooner accelerated or unless forgiven pursuant to
Subsection 3.2 or Section 4 above.

        13. Waiver. Makers hereby waive presentment, demand, protest, notices of
protest, dishonor and non-payment of this Note and all notices of every kind. No
delay or omission on the part of the holder in exercising any right hereunder
shall operate as a waiver of such right or of any other right under this Note.
The release of any party liable on this Note shall not operate to release any
other party liable hereon.

        14. Notice. Any notice or other communication which the holder may send
to Makers, or which Makers may send to the holder, shall be deemed delivered
three days following deposit of such notice or other communication in the United
States Mail, certified, return receipt requested, postage prepaid, addressed to
(i) the holder of this Note at the address set forth above or at such other
address as the holder may direct in writing, or (ii) Makers at the address set
forth in the Deed of Trust.

        15. Governing Law. Principal and interest are payable in lawful money of
the United States of America. This Note has been executed and delivered by
Makers in the State of California and shall be governed by and construed in
accordance with the laws of the State of California. In any action brought under
or arising out of this Note, Makers hereby consent to the jurisdiction of any
competent court within the State of California and consent to service of process
by any means authorized by California law.

        16. Income Tax Liabilities. Makers shall be solely and fully responsible
for any and all income tax liabilities or other consequences arising from or out
of this Note, including, without limitation, any such liabilities or
consequences arising from or out of Invitrogen's forgiveness of any principal or
interest evidenced hereby.

        17. Tax Withholding. Employee hereby authorizes withholding from payroll
and any other amounts payable to Employee, and otherwise agrees to pay to
Invitrogen or make other


                                       4


adequate provision for any sums required to satisfy the federal, state, local
and foreign tax withholding obligations of Invitrogen, if any, which arise in
connection with this Note and the forgiveness of any principal or interest
evidenced hereby. Employee is cautioned that any forgiveness of principal
pursuant to Subsection 1.1 or 3.2 or Section 4 above shall be conditioned upon,
and shall not be effective unless and until any tax withholding obligations of
Invitrogen are satisfied.

                                            MAKERS:

                                            ------------------------------------

                                            ------------------------------------


                                       5


                        RIDER TO SECURED PROMISSORY NOTE

                             EMPLOYEE CERTIFICATION

        I hereby certify that (i) I have been an employee of Invitrogen
Corporation since ______________, and that I presently am an employee of
Invitrogen Corporation, (ii) all of the proceeds of the loan evidenced by the
Note will be used to purchase a new principal residence for me and my family,
and (iii) I expect to be entitled to and will itemize deductions for United
States federal income tax purposes for each year during which the loan made to
me by Invitrogen Corporation is outstanding. This certification is made pursuant
to Temporary Regulation Section 1.7872-5T(c)(1) and Proposed Regulation Section
1.7872-5(c)(1). I will promptly notify Invitrogen Corporation in writing in the
event that I no longer itemize deductions for United States federal income tax
purposes.

Dated:______________________, 2002. ____________________________________________

                                       6

EX-10.47

                                                                   Exhibit 10.47


RECORDING REQUESTED BY:


AND WHEN RECORDED MAIL TO:

Gray Cary Ware & Freidenrich LLP
Att'n:  Joseph A. Delaney, Esq.
401 B Street, Suite 2000
San Diego, CA 92101-4240

- --------------------------------------------------------------------------------
                                      [SPACE ABOVE THIS LINE FOR RECORDER'S USE]

                     DEED OF TRUST WITH ASSIGNMENT OF RENTS

THIS DEED OF TRUST, made as of _________, 2002, between ________________, as
TRUSTOR, whose address is _______________________________, California
__________,


FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called
TRUSTEE, and INVITROGEN CORPORATION, a Delaware corporation, herein called
BENEFICIARY.

Trustor irrevocably grants, transfers and assigns to Trustee in Trust, WITH
POWER OF SALE, that property in San Diego County, California, described in
Exhibit A attached hereto, together with the rents, issues and profits thereof,
subject, however, to the right, power and authority hereinafter given to and
conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the purpose of securing (1) payment of the sum of $__________ according to
the terms of a promissory note or notes of even date herewith made by Trustor,
payable to order of Beneficiary, and extensions or renewals thereof; (2) the
performance of each agreement of Trustor incorporated by reference or contained
herein or reciting it is so secured; (3) payment of additional sums and interest
thereon which may hereafter be loaned to Trustor, or his successors or assigns,
when evidenced by a promissory note or notes reciting that they are secured by
this Deed of Trust.

FOR ADDITIONAL TERMS AND CONDITIONS, SEE THE ATTACHED ADDENDUM TO DEED OF TRUST
WITH ASSIGNMENT OF RENTS.

To protect the security of this Deed of Trust, and with respect to the property
above described, Trustor expressly makes each and all of the agreements, and
adopts and agrees to perform and be bound by each and all of the terms and
provisions set forth in subdivision A of that certain Fictitious Deed of Trust
referenced herein, and it is mutually agreed that all of the provisions set
forth in subdivision B of that certain Fictitious Deed of Trust recorded in the
book and page of Official Records in the office of the county recorder of the
county where said property is located, noted below opposite the name of such
county, namely:



COUNTY           BOOK      PAGE  COUNTY         BOOK    PAGE  COUNTY             BOOK   PAGE  COUNTY     BOOK   PAGE
- ------           ----      ----  ------         ----    ----  ------            ----   ----  ------      ----   ----
                                                                              
Alameda          1288       556  Kings           858     713  Placer             1028    379  Sierra        38    187
Alpine              3    130-31  Lake            437     110  Plumas              166   1307  Siskiyou     506    762
Amador            133       438  Lassen          192     367  Riverside          3778    347  Solano      1287    621
Butte            1330       513  Los Angeles  T-3878     874  Sacramento      71-10-26   615  Sonoma      2067    427
Calveras          185       338  Madera          911     136  San Benito          300    405  Stanislaus  1970     56
Colusa            323       391  Marin          1849     122  San Bernardino     6213    768  Sutter       655    585
Contra Costa     4684         1  Mariposa         90     453  San Francisco     A-804    596  Tehama       457    183
Del Norte         101       549  Mendocino       667      99  San Joaquin        2855    283  Trinity      108    595
El Dorado         704       635  Merced         1660     753  San Luis Obispo    1311    137  Tulare      2530    108
Fresno           5052       623  Modoc           191      93  San Mateo          4778    175  Tuolumne     177    160
Glenn             469        76  Mono             69     302  Santa Barbara      2065    881  Ventura     2607    237
Humboldt          801        83  Monterey        357     239  Santa Clara        6626    664  Yolo         769     16
Imperial         1189       701  Napa            704     742  Santa Cruz         1638    607  Yuba         398    693
Inyo              165       672  Nevada          363      94  Shasta              800    633
Kern             3756       690  Orange         7182      18  San Diego Series 5 Book 1964, Page 149774



                                       1


shall inure to and bind the parties hereto, with respect to the property
described above. Said agreements, terms and provisions contained in said
subdivisions A and B (identical in all counties) are preprinted on the following
pages hereof and are by the within reference thereto, incorporated herein and
made a part of this Deed of Trust for all purposes as fully as if set forth at
length herein, and Beneficiary may charge for a statement regarding the
obligation secured hereby, provided the charge thereof does not exceed the
maximum allowed by laws. The foregoing assignment of rents is absolute.

The undersigned Trustor requests that a copy of any notice of default and any
notice of sale hereunder be mailed to him at his address hereinbefore set forth.

                                            Signature of Trustor:


                                            ------------------------------------
                                            [ADD NAME]

                                            ------------------------------------
                                            [ADD NAME]

STATE OF CALIFORNIA                }
                                   }      ss

COUNTY OF

On _______________, 2002, before me, ___________________________________________
the undersigned Notary Public, personally appeared _____________________________
[ ] personally known to me, or [ ] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

WITNESS my hand and official seal.

                                               --------------------------------
(SEAL)                                         Signature of Notary Public


                                       2


               EXHIBIT A TO DEED OF TRUST WITH ASSIGNMENT OF RENTS

                                Legal Description

The land referred to herein is situated in the State of California, County of
San Diego, and is described as follows:

APN:


                                       3


The following is a copy of Subdivisions A and B of the fictitious Deed of Trust
recorded in each county in California as stated in the foregoing Deed of Trust
and incorporated by reference in said Deed of Trust as being a part thereof as
if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:

   (1) To keep said property in good condition and repair; not to remove or
demolish any building thereon; to complete or restore promptly and in good and
workmanlike manner any building which may be constructed, damaged or destroyed
thereon and to pay when due all claims for labor performed and materials
furnished therefor; to comply with all laws affecting said property or requiring
any alterations or improvements to be made thereon; not to commit or permit
waste thereof; not to commit, suffer or permit any act upon said property in
violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all
other acts which from the character or use of said property may be reasonably
necessary, the specific enumerations herein not excluding the general.

   (2) To provide, maintain and deliver to Beneficiary fire insurance
satisfactory to and with loss payable to Beneficiary. The amount collected under
any fire or other insurance policy may be applied by Beneficiary upon any
indebtedness secured hereby and in such order as Beneficiary may determine, or
at option of Beneficiary the entire amount so collected or any part thereof may
be released to Trustor. Such application or release shall not cure or waive any
default or notice of default hereunder or invalidate any act done pursuant to
such notice.

   (3) To appear in and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of Beneficiary or Trustee; and to pay
all costs and expenses, including cost of evidence of title and attorney's fees
in a reasonable sum, in any action or proceeding in which Beneficiary or Trustee
may appear, and in any suit brought by Beneficiary to foreclose this Deed.

   (4) To pay: at least ten days before delinquency all taxes and assessments
affecting said property, including assessments on appurtenant water stock; when
due, all encumbrances, charges and liens, with interest, on said property or any
part thereof, which appear to be prior or superior hereto; all costs, fees and
expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided,
then Beneficiary or Trustee, but without obligation so to do and without notice
to or demand upon Trustor and without releasing Trustor from any obligation
hereof, may, make or do the same in such manner and to such extent as either may
deem necessary to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon said property for such purposes; appear in and defend
any action or proceeding purporting to affect the security hereof or the rights
or powers of Beneficiary or Trustee; pay, purchase, contest of compromise any
encumbrance, charge, or lien which in the judgement of either appears to be
prior or superior hereto; and, in exercising any such powers, pay necessary
expenses, employ counsel and pay his or her reasonable fees.

   (5) To pay immediately and without demand all sums so expended by Beneficiary
or Trustee, with interest from date of expenditure at the amount allowed by law
in effect at the date hereof, and to pay for any statement provided for by law
in effect at the date hereof regarding the obligation secured hereby, any amount
demanded by the Beneficiary not to exceed the maximum allowed by law at the time
when said statement is demanded.

B. It is mutually agreed:

   (1) That any award of damages in connection with any condemnation for public
use of or injury to said property or any part thereof is hereby assigned and
shall be paid to Beneficiary who may apply or release such moneys received by
him or her in the same manner and with the same effect as above provided for
regarding disposition of proceeds of fire or other insurance.

   (2) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive his or her right either to require prompt payment
when due of all other sums so secured or to declare default for failure so to
pay.

   (3) That any time or from time to time, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this
Deed and said note for endorsement, and without affecting the personal liability
of any person for payment of the indebtedness secured hereby, Trustee may:
reconvey any part of said property; consent to the making of any map or plat
thereof; join in granting any easement thereon; or join in any extension
agreement or any agreement subordinating the lien or charge hereof.

   (4) That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed and said note to Trustee
for cancellation and retention or other disposition as Trustee in its sole
discretion may choose and upon payment of its fees, Trustee shall reconvey,
without warranty, the property then held hereunder. The recitals in such
reconveyance of any matters or facts shall be conclusive proof of the
truthfulness thereof. The Grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."

   (5) That as additional security, Trustor hereby gives to and confers upon
Beneficiary the right, power and authority, during the continuance of these
Trusts, to collect the rents, issues and profits of said property, reserving
unto Trustor the right, prior to any default by Trustor in payment of any
indebtedness secured hereby or in performance of any agreement hereunder, to
collect and retain such rents, issues and profits as they become due and
payable. Upon any such default, Beneficiary may at any time without notice,
either in person, by agent, or by a receiver to be appointed by a court, and
without regard to the adequacy of any security for the indebtedness hereby
secured, enter upon and take possession of said property or any part thereof, in
his or her own name sue for or otherwise collect such rents, issues, and
profits, including those past due and unpaid, and apply the same, less costs and
expenses of operation and collection, including reasonable attorney's fees, upon
any indebtedness secured hereby, and in such order as Beneficiary may determine.
The entering upon and taking possession of said property, the collection of such
rents, issues and profits and the application thereof as aforesaid, shall not
cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.

   (6) That upon default by Trustor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder, Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to Trustee of
written declaration of default and demand for sale and of written notice of
default and of election to cause to be sold said property, which notice Trustee
shall cause to be filed for record. Beneficiary also shall deposit with Trustee
this Deed, said note and all documents evidencing expenditures secured hereby.

   After the lapse of such time as may then be required by law following the
recordation of said notice of default, and notice of sale having been given as
then required by law. Trustee, without demand on Trustor, shall sell said
property at the time and place fixed by it in said notice of sale, either as a
whole or in separate parcels, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the United States,
payable at time of sale. Trustee may postpone sale of all or any portion of said
property by public announcement at such time and place of sale, and from time to
time thereafter may postpone such sale by public announcement at the time fixed
by the preceding postponement. Trustee shall deliver to such purchaser its deed
conveying the property so sold, but without any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive
proof of the truthfulness thereof. Any person, including Trustor, Trustee, or
Beneficiary as hereinafter defined, may purchase at such sale.

   After deducting all costs, fees and expenses of Trustee and of this Trust,
including cost of evidence of title in connection with sale, Trustee shall apply
the proceeds of sale to payment of: all sums expended under the terms hereof,
not then repaid, with accrued interest at the amount allowed by law in effect at
the date hereof; all other sums then secured hereby; and the remainder, if any,
to the person or persons legally entitled thereof.

   (7) Beneficiary, or any successor in ownership of any indebtedness secured
hereby, may from time to time, by instrument in writing, substitute a successor
or successors to any Trustee named herein or acting hereunder, which instrument,
executed by the Beneficiary and duly acknowledged and recorded in the office of
the recorder of the county or


                                       4


counties where said property is situated, shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall, without
conveyance from the Trustee predecessor, succeed to all its title, estate,
rights, powers and duties. Said instrument must contain the name of the original
Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is
recorded and the name and address of the new Trustee.

   (8) That this Deed applies to, inures to the benefit of, and binds all
parties hereto, their heirs, legatees, devisees, administrators, executors,
successors, and assigns. The term Beneficiary shall mean the owner and holder,
including pledgees, of the note secured hereby, whether or not named as
Beneficiary herein. In this Deed, whenever the context so requires, the
masculine gender includes the feminine and/or the neuter, and the singular
number includes the plural.

   (9) The Trustee accepts this Trust when this Deed, duly executed and
acknowledged, is made a public record as provided by law. Trustee is not
obligated to notify any party hereto of pending sale under any other Deed of
Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee
shall be a party unless brought by Trustee.

DO NOT RECORD                            REQUEST FOR FULL RECONVEYANCE

TO FIRST AMERICAN TITLE INSURANCE COMPANY:

The undersigned is the legal owner and holder of the note or notes, and of all
other indebtedness secured by the foregoing Deed of Trust. Said note or notes,
together with all other indebtedness secured by said Deed of Trust, have been
fully paid and satisfied; and you are hereby requested and directed, on payment
to you of any sums owing to you under the terms of said Deed of Trust, to cancel
said note or notes above mentioned, and all other evidence of indebtedness
secured by said Deed of Trust delivered to you herewith, together with the said
Deed of Trust, and to reconvey, without warranty, to the parties designated by
the terms of said Deed of Trust, all the estate now held by you under the same.

Dated:____________            __________________________________________________

                              __________________________________________________


Please mail Deed of Trust,
Note and Reconveyance to _______________________________________________________

Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both
must be delivered to the Trustee for cancellation before reconveyance will be
made.

                                       5

EX-10.48

                                                                   Exhibit 10.48


               ADDENDUM TO DEED OF TRUST WITH ASSIGNMENT OF RENTS

        THIS ADDENDUM to that certain Deed of Trust With Assignment of Rents by
______________ ("Employee") and ______________, husband and wife (hereinafter
referred to collectively as "Trustor"), in favor of INVITROGEN CORPORATION, a
Delaware corporation (hereinafter referred to as "Beneficiary") (the "Deed of
Trust"), is dated as of the same date as the Deed of Trust and incorporates,
amends and modifies the Deed of Trust as follows:

        1. Acceleration of Indebtedness. If Trustor shall sell, convey, lease or
otherwise alienate the property, or any part thereof, or any interest therein,
or shall be divested of its title or any interest therein in any manner or way,
whether voluntarily or involuntarily, without the written consent of Beneficiary
being first had and obtained, then Beneficiary shall have the right, at its
option, except as prohibited by law, to declare any indebtedness or obligations
secured hereby, irrespective of the maturity date specified in any note
evidencing the same, immediately due and payable.

        2. Security for Repayment of a Promissory Note. The Deed of Trust
secures the repayment of a Secured Promissory Note of even date herewith in the
original principal amount of U.S. _______________________ Thousand Dollars
(U.S.$_________) (the "Note"). The Note contains the following provisions:


                9. Default/Acceleration. At the option of the holder, without
           prior notice, and regardless of any prior forbearance, all sums
           remaining unpaid under this Note shall become immediately due and
           payable upon the occurrence of a default by Makers under this Note.
           The occurrence of any of the following events shall constitute a
           default by Makers under this Note:

                   9.1 Makers' failure to pay any payment of interest or
           principal when due under this Note, including, without limitation,
           Makers' failure to satisfy in full all sums remaining unpaid under
           this Note on or before the Maturity Date; or

                   9.2 Makers' failure to perform any of Makers' other monetary
           and nonmonetary covenants and agreements contained in this Note or
           the Deed of Trust.

        3. Termination of Employment. The Note secured by the Deed of Trust also
contains the following provision pertaining to Trustor's termination of
employment:

                   12. Termination of Employment. In the event Employee's
            employment with [Beneficiary] is terminated voluntarily or is
            terminated involuntarily for Cause, (i) the outstanding principal
            balance of this Note


                                       1


               shall thereafter bear interest at the fixed rate described
               in Section 1 above (subject to the limitations described in
               Subsections 1.2) and (ii) all sums remaining unpaid under this
               Note shall become due and payable on the date set forth in
               Section 3 above, unless sooner accelerated or unless forgiven
               pursuant to Subsection 3.2 or Section 4 above.

        4. Maturity of Note. Pursuant to Section 3.1 of the Note, the
"outstanding principal amount of the indebtedness evidenced by this Note shall
be due and payable on the date 180 days after the voluntary termination (e.g.,
resignation) of Employee's employment with Invitrogen or 180 days after
Employee's involuntary termination for Cause (either of such dates referred to
herein as the "Maturity Date")."

        5. Subordinate Lien. The lien of the Deed of Trust shall be junior and
subordinate to a first priority lien of a deed of trust, recorded on
______________, 2002, as Document No. 2002-__________ in the Official Records of
San Diego County, in favor of _________________________________, securing
indebtedness in the original principal amount of $_________.

                                     TRUSTOR:

                                     -------------------------------------
                                     [Add name]


                                     -------------------------------------
                                     [Add name]


                                       2


[This notarial acknowledgment is attached as page 3 to that certain Addendum to
Deed of Trust With Assignment of Rents]

STATE OF                           }
                                         ss
COUNTY OF

On ______________, 2002, before me, _______________________________ the
undersigned Notary Public, personally appeared _______________________ [ ]
personally known to me, or [ ] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

WITNESS my hand and official seal.

                                         --------------------------------------
(SEAL)                                   Signature of Notary Public


                                       3


[This notarial acknowledgment is attached as page 4 to that certain Addendum to
Deed of Trust With Assignment of Rents]

STATE OF                           }
                                         ss

COUNTY OF

On ______________, 2002, before me, _____________________________ the
undersigned Notary Public, personally appeared ________________________ [ ]
personally known to me, or [ ] proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

WITNESS my hand and official seal.


                                         --------------------------------------
(SEAL)                                   Signature of Notary Public



                                       4

EX-10.49

                                                                   Exhibit 10.49

                             INVITROGEN CORPORATION

                         EMPLOYEE RELOCATION GUIDELINES

                        Paybands 19, 20, 21, 22 & 23 (10)




                                Rockville Closing

                               Effective 4/1/2001


                                       1



                             INVITROGEN CORPORATION
                RELOCATION POLICY GUIDELINES -- ROCKVILLE CLOSING
                       PAY BANDS 19, 20, 21, 22 & 23 (10)

I.      RELOCATION SERVICES

        A. Travel Expenses -- Reimbursable

               1. Home Finding Trips

                  You and your spouse are entitled to three (3) round trips to
                  the destination location for the purpose of selecting a new
                  residence. The trip can include your child(ren) if approved by
                  Human Resources. The following terms and conditions apply:

                      a. The number of days reimbursed for each home finding
                         visit shall not exceed a total of five days and five
                         nights stay in the destination location.

                      b. Costs related to round trip transportation, lodging at
                         a company-designated hotel, car rental and reasonable
                         meals will be reimbursed.

                      c.  Reasonable expenses incurred while on a home finding
                          trip will be reimbursed using the relocation expense
                          report provided, with receipts attached. These expense
                          reimbursement requests must be submitted within 30
                          days of incurring the expense and must be clearly
                          designated as "relocation expense".

                      d. Reasonable and customary expenses for childcare will be
                         reimbursed.

               2. Final Move

                  Invitrogen will reimburse reasonable and customary expenses of
                  one-way transportation for you and your immediate family to
                  the new location. Travel will be by the most direct route.
                  Reimbursable expenses include mileage at the current company
                  rate and tolls, as well as lodging and meal costs for every
                  day of travel plus the last day at the old location and the
                  arrival day in the new location. If you have begun working at
                  the new location prior to the final move, Invitrogen will
                  provide a one-way trip for you to return to the former
                  residence to assist the family with the final move.

        B. Household Goods Moving Expenses

           You will be referred to the contracted household goods carrier who
           will transport your belongings to the new location.

           Invitrogen will pay for all reasonable charges for packing at origin,
           one pickup at origin and one delivery at destination and unpacking at
           destination within the guidelines that follow:

               1. Approved Moving Expenses

                      a.  Transport of household and personal effects.


                                       2


                      b. Costs related to one packing/loading and one
                         unloading/unpacking of goods during a normal Monday
                         through Friday workweek.

                      c. Fees for preparation, service and normal reinstallation
                         of appliances and electronic household items.

                      d. Insurance of household goods both in transit and while
                         goods are in storage.

                      e. Transport of two automobiles, if necessary. Travel by
                         personal automobile is required if distance is 350
                         miles or less.

                      f.  Storage of household goods for up to 90 days.

                      g.  If your household goods are packed prior to the
                          scheduled date of departure, meals and lodging at the
                          old location will be reimbursed for you and all
                          members of the immediate family subject to Section C
                          below.

                      h.  Reasonable expenses will be covered for moving
                          ordinary household pets, such as dogs and cats.
                          Shipping charges (including pet carriers) and required
                          health certifications are authorized for up to two
                          pets.

               2. Moving Expenses -- Approved by Invitrogen on a Case-by-Case
                  Basis

                  Special services such as the following will be reviewed on a
                  case-by-case basis and must be approved in advance by the VP,
                  Human Resources.

                      a.  Farm equipment, airplanes, boats and boat trailers,
                          motor homes, more than two automobiles or vehicles,
                          antique automobiles and automobiles not in driving
                          condition.

                      b.  Unauthorized overtime hours paid to the carrier for
                          hours required to pack/load/unload and extra pickup
                          charges.


               3. Moving Expenses -- Not Allowable

                      a.  Removal of typically permanent fixtures such as
                          carpeting, antennas, satellite television dishes,
                          playground equipment, above ground swimming pools,
                          Jacuzzis, large workshops, draperies, permanently
                          affixed wall mirrors, light fixtures, air
                          conditioners, or items attached to a foundation or
                          wall will not be considered allowable expenses.

                      b.  Costs associated with transport of firewood, building
                          materials, combustible items, frozen and perishable
                          foods, alcoholic beverages, livestock.

                      c.  Unusual and exotic household animals such as rare
                          birds, tropical fish and snakes, which require special
                          and specific environmental conditions.

                      d.  Special crating/uncrating, unpacking for unusual items
                          such as antiques, lab equipment, pool tables or
                          grandfather clocks needs to be authorized.

                      e.  Plants and shrubs.


                                       3


                      f.  Personal insurance coverage for family treasures such
                          as jewelry, documents, mementos, collections, precious
                          metals, stones, coins and automobiles towed by
                          employee.

                      g.  Costs incurred for and movement of items not covered
                          by the policy may be negotiated with the carrier.
                          However, such expense items are non-reimbursable
                          relocation expenses and must be paid for directly to
                          the carrier by the employee.

                      h.  Tips or other gifts to the household goods carrier.

               4. Rental Trailer -- an additional $.04 per mile, plus rental
                  expense will be paid if you use a trailer to transport all or
                  part of your personal effects and the trailer is moved to the
                  new location by personal car.

        C. Temporary Living Expenses

           Temporary living covers the period of time between when you move out
           of your former home and when you take possession of the new residence
           (except as provided in Section C(2) below). Every effort should be
           made to time the move so you and your furniture go directly to the
           new residence. Temporary living is authorized, if required, for up to
           ninety (90) days.

               1. Lodging

                  Invitrogen will reimburse for reasonable accommodation at a
                  company-designated hotel while awaiting the delivery of
                  household belongings. It is recommended that if you know the
                  period of time will exceed three weeks, Invitrogen will assist
                  you in locating an efficiency or furnished apartment to rent
                  on a monthly basis.

               2. Meals

                  Reasonable and customary reimbursement of meals for the
                  employee and family for up to ninety (90) days. Such
                  reimbursement for meals may continue for up to two days after
                  you have taken possession of the new residence to allow time
                  to move into your kitchen and dining facilities.

               3. Car Rental

                  Car rental is in accordance with company policy.

               4. Laundry and Dry Cleaning Charges

                  Charges accrued during a hotel stay only will be reimbursed.

        D. Miscellaneous Relocation Expense Allowance.

           Invitrogen will provide a Miscellaneous Relocation Expense Allowance
           equal to $10,000, payable on the effective date of your relocation as
           determined between the HR Department and you.

        E. Sale of Former Home

               Invitrogen will reimburse for the real estate commission on the
               sale of your former home up to 6% of the sales price, plus
               reasonable and customary closing costs, including appraisals,
               legal fees, home inspection, title search fees, and transfer
               taxes and


                                       4


               recordation costs customarily paid by sellers (up to a maximum
               for taxes and recordation costs of $10,000), provided the sale
               occurs within one year of relocation contract date and employee
               is actively employed by the Company during the period.

        F. Lease Termination (Renter)

               Invitrogen will reimburse for reasonable penalties for the
               cancellation of an unexpired lease for up to two months rent.

        G. Home Finding Assistance For a New Residence

               The following description details the procedures for home finding
               assistance for Invitrogen transferring employees. These services,
               provided through L&F, include the Buy Smart Home Finding Program
               (Homeowner) and the Rent Smart Home Finding Program (Renter).

               1. Buy Smart Home Finding Program

                  Your L&F Coordinator will assist you with information and the
                  selection of qualified Realtor(s) in your new area. The
                  Coordinator will conduct an in-depth discussion on your
                  concerns, needs and wants. Based on your wishes, the L&F
                  Coordinator will provide you with a comprehensive area
                  information package with specialized information.

                  The L&F Coordinator will arrange an area orientation tour with
                  a Relocation Realtor and schedule tours of appropriate housing
                  that is available. If you have a Realtor with whom you would
                  like to work, provide the Realtor's name to your L&F
                  Coordinator. DO NOT CONTACT THE REALTOR DIRECTLY.

                  When you find a home you want to purchase, the L&F Coordinator
                  is available to assist you in your contract negotiations. The
                  Coordinator will review the contract with you to be sure you
                  understand your relocation benefits relevant to the terms of
                  the contract.

               2. Purchase of New House

                  If the employee purchases a residence, Invitrogen will
                  reimburse a combination of points on a new home loan
                  (excluding loan prepayment penalties) and other miscellaneous
                  closing costs (such as loan origination fees, appraisal fees,
                  administrative and processing fees, title insurance fees,
                  escrow fees, and building inspection fees) up to a maximum of
                  $20,000. If the employee rents a residence instead of
                  purchasing, Invitrogen will pay to the employee a one time
                  relocation bonus of $15,000 in lieu of the amount specified in
                  the previous sentence.

                  Invitrogen will extend an interest-free loan for $150,000 for
                  the purchase of a home, to be secured by the home purchased,
                  or any subsequent home purchased while employed by Invitrogen.
                  The employee will not be required to make principal payments
                  on the loan unless employee's employment is terminated prior
                  to the forgiveness of the loan. Loan to be forgiven if still
                  an employee with Invitrogen as follows: one/third of the loan
                  after three (3) years; an additional one/third of the loan
                  after four (4) years; and the final one/third of the loan
                  after five (5) years. The employee will be liable for taxes,
                  if any, for imputed interest and forgiveness of the loan.
                  Complete details relating to the loan are included in the
                  Secured Promissory Note and Deed of Trust (and Addendum
                  thereto), which the employee must execute


                                       5


                  before receiving the loan.  A copy of these documents in
                  blank has been made available to employee.

               3. Rent Smart Home Finding Program

                  Your L&F Coordinator will assist you with information and the
                  selection of qualified Realtor(s) or Rental Specialist(s). The
                  L&F Coordinator will discuss your needs and wants and schedule
                  an are a orientation tour and viewing of appropriate housing
                  that is available. When you locate a property that you would
                  like to rent, your Rental Specialist will assist you in your
                  lease negotiation, and will provide a Transfer Clause to be
                  inserted in your lease to protect you, should you be relocated
                  prior to your lease expiration.

II.     TAX ASSISTANCE AND REGULATIONS

        The Internal Revenue Service considers most amounts received as
        reimbursement for relocation expenses to be compensation. The expense
        reimbursement paid directly to an employee for IRS qualified moving
        expenses (shipment of household goods, 30 days storage in transit, final
        move transportation and lodging costs) will be reported in Box 12 of the
        W-2. Qualified moving expenses paid to a third party on behalf of an
        employee will no longer be reported on the employee's W-2. All
        non-qualified reimbursements whether paid to the employee or a third
        party, will be included in wages, Box 1 of the W-2. At year-end,
        Invitrogen will provide you with a summary of your relocation expenses
        that were paid during the year. This will assist you in filing your
        personal income tax return.

        Invitrogen will "gross-up" all non-deductible expenses that are subject
        to reimbursement under this agreement so that you will not incur any
        net, out-of-pocket expense after payment of Federal, State, FICA and
        Medicare taxes relating to such expense reimbursement. Such
        non-deductible expenses include, without limitation:

               -  Home Finding Trip Expenses

               -  Temporary Living Expenses

               -  Miscellaneous Relocation Expense Allowance

               -  Closing Costs on Sale of Former Home

               -  Miscellaneous Closing Costs on Purchase of New Home (not
                  points)

               -  Employment Assistance for Spouse

               -  Lease Cancellation and Rental Assistance

        Reasonably promptly following the submission of any approved request for
        reimbursement of eligible expenses, you will receive a payment from
        Invitrogen that shall be grossed up so that the net payment to you shall
        equal the actual expense. Such payment shall be calculated based upon
        your United States federal and state income tax rates, as determined
        based upon your Form W-4 (Employee's Withholding Allowance Certificate)
        and applicable state withholding certificate. After the end of the
        calendar year, you may submit to Invitrogen's HR Department a
        certification from your certified public accountant or such other
        documentation in a form acceptable to Invitrogen, to document that you
        were subject to higher effective marginal tax rates during the year in
        which you received expense reimbursements pursuant to this agreement. In
        such case, Invitrogen shall make an additional gross-up payment
        reasonably promptly after the submission of the certification or
        additional documentation, based upon the actual tax rates applicable to
        you for such year. Such additional payment shall also be grossed up
        using the higher effective marginal tax rate identified for the previous
        year.


                                       6


        For expenses of third party service providers that are paid directly by
        Invitrogen, a gross up payment will be made by Invitrogen to the
        employee at the end of the year in which such expense is incurred.

        Interpretation of the "gross-up" policy lies with the Vice President of
        Human Resources, the Chief Financial Officer and his or her designee.

        All requests for relocation reimbursement must be received by Invitrogen
        by November 30 to ensure inclusion of expenses in the current tax year.
        For tax reporting purposes, relocation expense reports received after
        November 30 will be included in the following tax year.

        Invitrogen will pay the cost of tax return preparation service by a
        third party service provider approved by Invitrogen in advance to assist
        the employee in preparation of tax returns for any year in which the
        employee has received any expense reimbursements pursuant to this
        agreement.

III.    EMPLOYMENT ASSISTANCE FOR SPOUSE

        If your spouse is currently employed, Invitrogen will provide placement
        services through an agency of the Company's choosing in the relocation
        area to assist in finding a new job, in an amount not to exceed $10,000
        for such services actually received.

IV.     RELOCATION BACK

        If the employee is terminated without Cause (as defined in the Secured
        Promissory Note relating to the housing loan described above) within
        twelve (12) months from the effective work start date at the new
        location, the employee shall be provided with a severance package equal
        to two (2) weeks of salary per year of service and a relocation award
        that shall consist of either:

        A.     cash in an amount equal to the cost of relocating back to the
               employee's point of origin, which shall include only the type of
               costs listed in Sections I(A)(2) and I(B) above calculated based
               on one or more estimates obtained by the Company in good faith
               from one or more third party service providers or

        B.     the actual costs incurred by the employee and his or her family
               in one move to any location in the continental United States
               during the twelve (12) months following such termination that are
               the type of costs authorized in Sections I(A), -(B), -(C), -(E),
               and -(F) above.

V.      EMPLOYEE REIMBURSEMENT AGREEMENT

        Recognizing the comprehensive nature of these Guidelines and the
        magnitude of the obligations assumed by Invitrogen, the employee agrees
        to reimburse Invitrogen for all relocation expenses incurred if the
        employee leaves employment voluntarily or is terminated for gross
        misconduct within twelve (12) months of the effective work start date at
        the new location. At the end of 12 months of employment, the amount will
        be completely forgiven. If the employee voluntarily terminates his/her
        service, the total relocation expenses incurred on behalf of the newly
        transferred employee will become immediately payable to Invitrogen.
        Further, all reimbursements under the agreement of which these
        Guidelines are a part, including any submitted but not yet reimbursed
        expenses and any pending tax assistance payments shall cease as of the
        date of termination. Invitrogen maintains the right to withhold moneys
        owed from any final salary or other moneys due the individual.

        A letter agreement between Invitrogen and the employee incorporating
        these Guidelines must be signed by you and returned to Human Resources
        as a prerequisite to receiving relocation benefits.

                                       7

EX-99.1

                                                                    EXHIBIT 99.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Lyle C. Turner, Chief Executive Officer of Invitrogen Corporation (the
"Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my
knowledge:

      (1) the Quarterly Report on Form 10-Q of the Registrant, to which this
      certification is attached as an exhibit (the "Report"), fully complies
      with the requirements of section 13(a) of the Securities Exchange Act of
      1934 (15 U.S.C. 78m); and

      (2) the information contained in the Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the Registrant.

Dated: August 9, 2002                             /s/ Lyle C. Turner
                                                  ------------------------------
                                                  Lyle C. Turner
                                                  Chief Executive Officer

EX-99.2

                                                                    EXHIBIT 99.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, C. Eric Winzer, Chief Financial Officer of Invitrogen Corporation (the
"Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my
knowledge:

      (1) the Quarterly Report on Form 10-Q of the Registrant, to which this
      certification is attached as an exhibit (the "Report"), fully complies
      with the requirements of Section 13(a) of the Securities Exchange Act of
      1934 (15 U.S.C. 78m); and

      (2) the information contained in the Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the Registrant.

Dated: August 12, 2002                            /s/  C. Eric Winzer
                                                  ------------------------------
                                                  C. Eric Winzer
                                                  Chief Financial Officer