8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8–K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 24, 2011

Life Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-25317	33-0373077
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5791 Van Allen Way, Carlsbad CA	92008
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective October 25, 2011, Bernd Brust has resigned as the President of Molecular Medicine of Life Technologies Corporation, or the Company, in order to pursue other opportunities. Pursuant to a Confidential Separation Agreement and General Release of All Claims and a Consulting Agreement entered into between Mr. Brust and the Company dated October 24, 2011, Mr. Brust will continue to serve as a consultant to the Company for a two-month period ending on December 31, 2011 to assist the Company with various endeavors.

Pursuant to the foregoing agreements, Mr. Brust will receive the following compensation and benefits: (1) a cash retainer of $5,000 per month during the consulting period; (2) continued vesting of his outstanding equity awards during the consulting period; (3) health benefits continuation at Company expense during the consulting period; and (4) nine months of outplacement assistance. In exchange for the foregoing compensation and benefits, Mr. Brust has executed a general release of claims.

The foregoing provides only a brief description of the terms and conditions of the Confidential Separation Agreement and General Release of All Claims and the Consulting Agreement with Mr. Brust, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such agreements, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference into this Item 5.02.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS.

10.1	Confidential Separation Agreement and General Release of All Claims, dated October 24, 2011, between the Company and Bernd Brust
10.2	Consulting Agreement, dated October 24, 2011, between the Company and Bernd Brust

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 hereunto duly authorized.

Dated: October 25, 2011	LIFE TECHNOLOGIES CORPORATION
	By:	/s/ John A. Cottingham
		Chief Legal Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Confidential Separation Agreement and General Release of All Claims, dated October 24, 2011, between the Company and Bernd Brust
10.2	Consulting Agreement, dated October 24, 2011, between the Company and Bernd Brust

EX-10.1

Exhibit 10.1

CONFIDENTIAL SEPARATION AGREEMENT

AND GENERAL RELEASE OF ALL CLAIMS

This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Life Technologies Corporation, and any affiliates, subsidiaries, and merged (predecessor) entities (collectively the “Company”) and Bernd Brust (“Employee”) with respect to the following facts:

A. Employee has been employed by the Company as a Head of Molecular Medicine.

B. Employee’s employment will cease effective October 25, 2011 (“Separation Date”). The Company wishes to reach an amicable separation with Employee and assist Employee’s transition to other employment. For the sake of clarity, the termination of Employee’s employment on the Separation Date is not intended to create a termination of Service (as that term is defined in the Life Technologies 2009 Equity Incentive Plan).

C. Employee and Company entered into an Indemnification Agreement dated March 23, 2005 (“Indemnification Agreement”), which is incorporated into this Separation Agreement by reference. The parties intend that the Indemnification Agreement shall remain in full force and effect, notwithstanding the terms of this Separation Agreement and the Consultancy Agreement that is attached hereto as Attachment A.

D. The parties desire to settle all claims and issues that have been, or could have been, raised in relation to Employee’s employment with the Company and arising out of or in any way related to the acts, transactions or occurrences between Employee, on the one hand and the Company on the other hand, to date, including, but not limited to, Employee’s employment with the Company or the termination of that employment, on the terms set forth below.

THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:

1. Severance Package. If Employee executes this Separation Agreement, does not revoke it, and returns it to the Company by the deadline stated in Paragraph 19, the Company agrees to provide Employee with the following payments and benefits (“Severance Package”). Employee acknowledges and agrees that Employee is not otherwise entitled to such Severance Package, and that this Severance Package constitutes adequate legal consideration for the promises and representations made by Employee in this Separation Agreement.

1.1. Consultancy. The Company will enter into a consultancy arrangement with Employee for a period up to, and not extending beyond, December 31, 2011 (“Consultancy Period”), at a rate of $5,000 per month. Employee understands and agrees that Employee must satisfy any Company-required prerequisites to becoming a consultant, including without limitation, executing a consulting agreement with the Company, substantially similar to the form attached as Attachment A. As a consultant, Employee will be eligible to vest in those equity grants with vesting dates that occur during the Consultancy Period. However, Employee understands and agrees that any equity grants that do not vest during the Consultancy Period will be forfeited in accordance with the terms of the governing grant agreements and Company plan documents. Employee acknowledges and agrees that during the Consultancy Period, Employee’s relationship with the Company will be that of an independent contractor, not an employee of the Company. Employee further understands and agrees that if, at any time during

Brust, Bernd Page 1 of 7

the Consultancy Period, Employee decides to perform consulting or other services for, or engage in or intend to engage in an employment relationship with another company, Employee shall notify the Company prior to accepting such service and secure Company’s written approval. The Company reserves the right to terminate the consultancy agreement in accordance with the terms of the consulting agreement, which will result in Employee becoming ineligible to receive any further pay or other benefits associated with the consultancy.

1.2. Continuation of Group Health Benefits. The Company agrees to continue through the end of the month in which Employee’s Separation Date occurs, the same medical and dental coverage that was in effect immediately prior to the Separation Date. In addition, the Company will pay for the monthly premiums required to continue Employee’s group health insurance coverage for an additional two (2) months, provided Employee elects to continue such benefits and remains eligible to receive such benefits in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985.

1.3. Outplacement Services. The Company agrees to provide Employee with outplacement assistance, in an amount and level decided by Company, for nine (9) months. To remain eligible for Outplacement Services, Employee must commence the Outplacement Services within 60 days after the completion of the Consultancy Period, otherwise the benefits will expire. In no event will Employee receive a cash payment or other consideration in lieu of the Outplacement Services.

2. Accrued and Vested Benefits. The parties agree that Employee shall receive any and all benefits due to Employee upon termination of employment in accordance with Life Technologies’ policies and benefits plans, including, without limitation, accrued but unused vacation pay, if applicable, and any vested pension or other vested retirement benefits.

3. General Release.

3.1. Except for the claims identified in the last sentence of this Paragraph 3.1, Employee unconditionally, irrevocably and absolutely releases (i.e., “gives up”) and discharges the Company and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of the Company, past and present, including Invitrogen Corporation, Applera Corporation, and Applied Biosystems, Inc., as well as the Company’s employees, officers, directors, agents, shareholders, successors and assigns (collectively, “Released Parties”), from all known and unknown claims that Employee may presently have related in any way to the transactions or occurrences between Employee and any Released Party. This general release includes, but is not limited to, Employee’s employment with the Company, the termination of Employee’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under federal, state or local law, including, but not limited to, alleged violations of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq., as amended; the Equal Pay Act, 29 U.S.C. § 206, as amended; the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., as amended; the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq., as amended; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq., as amended; the California Labor Code and Fair Employment and Housing Act, and the anti-discrimination laws of the state in which Employee was employed; all claims for reprisal or retaliation under federal or state law;

Brust, Bernd Page 2 of 7

any claims for back pay, front pay, liquidated damages, compensatory or punitive damages, and injunctive relief; and all claims for attorneys’ fees, costs and expenses. However, this general release is not intended to bar or release any claims that, by law or statute, may not be waived, such as claims for workers’ compensation benefits, any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement and unemployment insurance benefits.

3.2. Employee acknowledges that Employee later may discover facts or law different from, or in addition to, the facts or law that Employee knows or believes to be true at the time Employee released the claims described in this Separation Agreement. Employee agrees, nonetheless, that this Separation Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

3.3. Employee declares and represents that Employee intends this Separation 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 and, regardless of the adequacy or inadequacy of the consideration, Employee intends the release herein to be final and complete. Employee executes this Separation Agreement and, where applicable, with the full knowledge that this Separation Agreement’s general release covers all possible claims (other than those claims specifically excepted from the release) against the Released Parties, to the fullest extent permitted by law.

3.4. Employee expressly waives Employee’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or on Employee’s behalf, related in any way to the matters released herein.

4. California Civil Code Section 1542 Waiver. Employee intentionally releases claims that Employee does not know he or she might have and that, with hindsight, Employee might regret having released. Employee expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

5. Representation Concerning Filing of Legal Actions. Employee represents that, as of the date Employee signed this Separation Agreement, Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any Released Party in any court or with any governmental agency.

6. Nondisparagement. Employee agrees that Employee will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company or any Released Party.

Brust, Bernd Page 3 of 7

7. Confidentiality and Return of Company Property.

7.1. Confidential Separation Information. Employee agrees that the terms and conditions of this Separation Agreement and any discussions between Employee and the Company or any Released Party that led to the terms and conditions of this Separation Agreement (collectively referred to as the “Confidential Separation Information”) are intended to remain confidential between Employee and the Company and/or such Released Party. Employee further agrees that Employee will not disclose the Confidential Separation Information to any other persons, except that Employee may disclose such information to Employee’s immediate family members and to Employee’s attorney(s) and/or accountant(s), if any, to the extent needed for legal advice or income tax reporting purposes. When releasing this information to any such person, Employee shall advise the person receiving the information of its confidential nature and treatment as such. Employee, and anyone to whom the Confidential Separation Information has been disclosed, will not respond to, or in any way participate in or contribute to, any public discussion, notice or other publicity concerning the Confidential Separation Information. Without limiting the generality of the foregoing, Employee specifically agrees that neither Employee, Employee’s immediate family, Employee’s attorney, nor Employee’s accountant, if any, shall disclose the Confidential Separation Information to any current, former or prospective employee of the Company. Nothing in this section will preclude Employee from disclosing information required in response to a subpoena duly issued by a court of law or a government agency having jurisdiction or power to compel such disclosure, or from giving full, truthful and cooperative answers in response to a duly issued subpoena.

7.2. Confidential or Proprietary Information. Employee also agrees and represents that Employee has not and will not use, misuse, remove from the Company’s premises without permission, make unauthorized copies of or disclose any confidential or proprietary information of the Company or any affiliated or related entities, including but not limited to, their trade secrets, copyrighted information, customer lists, any information encompassed in any research and development reports, work in progress, drawings, software, computer files or models, designs, plans, proposals, marketing and sales programs, financial projections, and all concepts or ideas, materials or information related to the business or sales of the Company and any affiliated or related entities. Employee acknowledges signing either: (i) Invitrogen’s Information and Technology Agreement and Trade Secrets Policy; (ii) Applied Biosystems Conflict of Interest and Confidentiality Agreement; and/or (iii) Life Technologies’ Information and Technology Agreement and Confidential Information and Trade Secrets Agreement (collectively referred to as the “Confidentiality Agreements”) and agrees that the terms and conditions of any and all such agreements (including those signed prior to the merger or acquisition of any former employer with the Company) are expressly incorporated herein by reference, and survive the termination of Employee’s employment. Employee also understands and agrees that Employee’s obligations under any Insider Trading policy extend beyond Employee’s employment with the Company.

7.3. Return of Company Property. Employee understands and agrees that as a condition of receiving the Severance Package described in Paragraph 1, all Company property must be returned to the Company on or before the Separation Date. By signing this Separation Agreement, Employee represents and warrants that Employee will return to the Company, on or before the Separation Date, all Company property, including but not limited to all confidential and proprietary information, as described in Paragraph 7.2 above, and all materials and documents containing trade secrets and copyrighted materials, including all copies and excerpts of the same.

Brust, Bernd Page 4 of 7

7.4. Promise Not to Solicit. To prevent Employee from inevitably breaking the promises Employee has just made in Paragraph 7.2 above, Employee further agrees that, for twelve (12) months from the Separation Date (a) as to any customer or supplier of the Company or its affiliates with whom Employee had dealings or about whom Employee acquired proprietary information during Employee’s employment, Employee will not solicit or attempt to solicit the customer or supplier to do business with any person or entity to the detriment of the Company where such solicitation uses the confidential or proprietary information of the Company; and (b) Employee will not solicit for employment any person who is, or within the preceding six (6) months was, an officer, manager, employee, or consultant of the Company or its affiliates, unless the individual was no longer employed by the Company before Employee’s solicitation.

8. Cooperation. Employee agrees that Employee will fully cooperate with Company in connection with any claims, lawsuits, or proceedings that relate in any manner to Employee’s conduct or duties at Company or that are based on facts about which Employee obtained personal knowledge while employed at Company. Any reasonable out-of-pocket expenses incurred by Employee associated with such cooperation will be paid for or reimbursed by the Company.

9. Enforcement. If Employee breaches any of the terms in Paragraphs 6 or 7 above or their subparts, the Company will immediately cease providing the Severance Package described in Paragraph 1 above, to the extent those payments and benefits have not yet been provided, to the fullest extent permitted by law. This shall in no way limit the Company’s right to pursue all legal and equitable remedies available to it as a result of Employee’s breach of the Separation Agreement, to the fullest extent permitted by law.

10. No Admissions. By entering into this Separation Agreement, the Company and any Released Party make no admission that they have engaged, or are now engaging, in any wrongdoing. The parties understand and acknowledge that this Separation Agreement is not an admission of liability and shall not be used or construed as such in any legal or administrative proceeding.

11. No Other Severance Benefits. Employee acknowledges and agrees that the Severance Package provided pursuant to this Agreement is in lieu of any other severance benefits to which Employee may be eligible under any other agreement and/or severance plan or practice (including but not limited to the Life Technologies Corporation Executive Officer Severance Plan) and Employee waives any and all rights to such other severance benefits.

12. Representation and Promise. Employee has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Employee might still be entitled to compensation or relief in the future. Employee has properly reported any and all job-related wrongs or injuries for which Employee might still be entitled to compensation or relief, such as an injury for which Employee might receive a workers’ compensation award in the future. Employee has properly reported all hours that Employee has worked and Employee has been paid all wages, overtime, commissions, compensation, benefits, and other amounts that the Company or any Released Party should have paid Employee in the past.

13. Severability. In the event any provision of this Separation Agreement shall be found unenforceable by an arbitrator or a court of competent jurisdiction, the provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefits contemplated herein to the fullest

Brust, Bernd Page 5 of 7

extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

14. Applicable Law. The validity, interpretation and performance of this Separation Agreement shall be construed and interpreted according to the laws of the United States of America and the state of California.

15. Binding on Successors. The parties agree that this Separation Agreement shall be binding on, and inure to the benefit of, Employee’s and the Company’s successors, heirs and/or assigns.

16. Full Defense. This Separation Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Employee in breach hereof.

17. Good Faith. The parties agree to do all things necessary and to execute all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Separation Agreement.

18. Entire Agreement/Modification. This Separation Agreement and its attachment(s), including the Indemnification Agreement and the surviving provisions of the Confidentiality Agreements referenced in Paragraph 7.2 above, is intended to be the entire agreement between the parties relating to the termination of Employee’s employment and any claims or future rights that Employee may have with respect to the Company and any Released Party. As such, this Separation Agreement and the incorporated Confidentiality Agreements supersede and cancel any and all other and prior agreements, written or oral, and represent the entirety of the agreements between Employee and the Company or its affiliates, including any predecessor or merged entities, regarding this subject matter. It is agreed that there are no collateral agreements or representations, written or oral, regarding the terms and conditions of Employee’s separation of employment with the Company and settlement of all claims between the parties other than those set forth in this Separation Agreement, the Indemnification Agreement, and the surviving provisions of the Confidentiality Agreements. This Separation Agreement may be amended only by a written instrument executed by all parties hereto.

19. The Older Workers’ Benefit Protection Act. This Separation Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. § 626(f) (“OWBPA”). Employee is advised to consult with an attorney before executing this Separation Agreement.

19.1. Acknowledgments/Time to Consider. Employee acknowledges and agrees that (a) Employee has read and understands the terms of this Separation Agreement; (b) this Separation Agreement advises Employee in writing to consult with an attorney before executing this Separation Agreement; (c) Employee has obtained and considered such legal counsel as Employee deems necessary; (d) Employee has been given at least twenty-one (21) days to consider whether or not to enter into this Separation Agreement (although Employee may elect not to use the full consideration period at Employee’s option); (e) and that by signing this Separation Agreement, Employee acknowledges that Employee does so freely, knowingly, and voluntarily. Employee agrees that any changes made to this Separation Agreement, whether material or not material, made prior to Employee’s signing this Separation Agreement will not restart the time period to review and consider it. If Employee elects to sign this

Brust, Bernd Page 6 of 7

Separation Agreement, Employee must return it no later than the close of business on the twenty-first (21st) day after receiving this agreement to the Company at the following address: Lara de Leon, Life Technologies Corporation, 5791 Van Allen Way, Carlsbad, CA 92008.

19.2. Revocation/Effective Date. Employee may revoke his or her acceptance of this Separation Agreement at any time during the seven (7) days after signing it. To be effective, Employee’s revocation must be made in writing and returned to the Company at the address provided in the above Paragraph 19.1, by the close of business on the seventh day after it was signed. If Employee does not revoke his or her acceptance in this manner within the seven (7) day period after signing the Separation Agreement, then Employee’s acceptance of this Separation Agreement shall become binding and enforceable on the eighth day after Employee signs this Separation Agreement (“Effective Date”). The Severance Package shall become due and payable in accordance with the terms and conditions described in Paragraph 1 above and its subparts.

19.3. Preserved Rights of Employee. This Separation Agreement does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act that arise after the execution of this Separation Agreement. In addition, this Separation Agreement does not prohibit Employee from challenging the validity of this Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.

Dated: October 24, 2011	By:	/s/ Bernd Brust
		Bernd Brust (“Employee”)
	ON BEHALF OF
	LIFE TECHNOLOGIES CORPORATION
Dated: October 24, 2011	By:	/s/ Pete Leddy
	Its: SVP, Human Resources

Brust, Bernd Page 7 of 7

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is effective as of the date signed below (“Effective Date”), and is by and between Life Technologies Corporation, with a place of business at 5781 Van Allen Way, Carlsbad, California 92008 (“LTC”), and Bernd Brust, with a place of business at 149 3^rd Street, Encinitas, CA 92024 (“Consultant”).

Section 1 – Definitions

1.1 “Affiliate” with respect to a specified party to this Agreement, means any individual, association or other entity that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified party, provided however, that in each case any such other Person shall be considered to be an Affiliate only during the time period during which such control exists. For purposes of this definition, “control” (including “controlling,” “controlled by,” and “under common control with”) means owning fifty percent (50%) or more of the outstanding voting securities of an entity, or otherwise possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of an individual, association, or other entity, whether through the ownership of voting securities, by contract or otherwise.

1.2 “Confidential Information” means any and all technical and non-technical information including, without limitation, all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, materials, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, no matter how stored, compiled, or memorialized, whether physically, electronically, graphically, photographically, or in writing, which the Owner (as hereinafter defined) thereof has taken reasonable measures to keep secret, and which derives independent economic value, actual or potential, from not being generally known to nor readily ascertainable by the public. For purposes of this definition, the term “Owner” means the person or entity in whom or in which rightful legal or equitable title to, or license in, Confidential Information is reposed. Notwithstanding any other provision of this Agreement, Confidential Information shall not include that which:

(a) is within the public domain prior to the time of the disclosure; or

(b) comes within the public domain other than as a result of disclosure by the receiving party or any of its representatives in violation of this Agreement; or

(c) was, on or before the date of disclosure, rightfully in the possession of the receiving party, as evidenced by its written records; or

(d) is acquired by the receiving party from a third party not under an obligation of confidentiality; or

(e) is hereafter independently developed by the receiving party, as evidenced by its records in whatever form maintained.

1.3 “Deliverables” shall mean any processes, machines, compositions of matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, mask works, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), materials, including any information, designs, specifications, instructions, data, new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software, designs, and any documentation conceived, first reduced to practice, designed, developed or otherwise created for LTC by Consultant in the course of performing its obligations under this Agreement.

1.4 “Indemnification Agreement” means the Indemnification Agreement dated March 23, 2005 between Invitrogen Corporation (and its successors) and Consultant.

1.5 “Intellectual Property” means any processes, machines, compositions of matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), moral rights, mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and all other subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, and includes without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software, and designs.

Section 2 – Consultation and Duties

2.1 Subject to the terms and conditions herein, LTC hereby retains Consultant for a period beginning October 25, 2011 and ending December 31, 2011 (unless terminated sooner by the parties in accordance with Section 5 below), to provide the Services described in Section 2.2 below. For the avoidance of doubt, Consultant will not be retained beyond December 31, 2011.

2.2 Consultant shall be available to LTC, as requested by LTC, for a total of up to ten (10) full days (at least 80 hours) per month (or more, as requested by LTC and approved by Consultant) to provide consultation regarding the global Commercial Sales roadmaps and competitive landscape or such other related services as LTC requests, (the “Services”). Consultant shall provide Services of a quality that is in accordance with generally-accepted standards prevailing in the life sciences industry. Consultant shall be available to LTC for consultation regarding Intellectual Property conceived or developed as a part of the Services performed pursuant to this Agreement or any other agreement by and between Consultant and LTC, including consultation in the preparation and prosecution of patent applications.

2.3 The Services may be conducted either at LTC’s facilities or at other locations as determined by Consultant after consultation with LTC. LTC will be allowed reasonable access to Consultant by e-mail at: berndbrust@aol.com or by telephone at: (760) 473-0003.

2

Consultant shall communicate regarding the Services with the following LTC employee:

Name:	Greg Lucier (“LTC Representative”)
Title:	Chief Executive Officer
Phone No:	760-603-7202
e-mail:	greg.lucier@lifetech.com

Section 3 – Fees and Expenses

3.1 LTC agrees to pay Consultant at the rate of $5,000 per month for Services provided pursuant to this Agreement. The funds will be disbursed by LTC to Consultant within forty five (45) days of the end of the prior month. Consultant will not be required to submit any invoices unless expenses pursuant to his consultancy are incurred during the term of the consultancy identified in paragraph 2.1.

3.2 LTC shall reimburse Consultant for reasonable expenses incurred in connection with Consultant’s performance of Services under this Agreement, provided that the expenses are approved in advance in writing by the LTC Representative and Consultant promptly provides documentation satisfactory to LTC to support Consultant’s request for reimbursement. Reimbursements for such expenses shall be made within forty five (45) days of LTC’s receipt of supporting documentation from Consultant.

3.3 Except to the extent specifically set forth in this Agreement, unless otherwise expressly agreed in writing by the LTC Representative, LTC does not guarantee that Consultant will perform any work or Services, any minimum amount of work or Services, or any minimum dollar volume of work or Services hereunder.

Section 4 – Relationship of the Parties – Independent Contractor

4.1 Consultant’s relationship with LTC will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Consultant will not be entitled to any of the benefits that LTC may make available to its employees, including, but not limited to, group health, life insurance, profit-sharing or retirement benefits, paid vacation, holidays or sick leave except for those benefits granted by LTC to Consultant under an independent written agreement. Consultant will not be authorized to make any representation, contract or commitment on behalf of LTC unless specifically requested or authorized in writing to do so by an authorized officer or employee of LTC. Consultant will be solely responsible for obtaining any business or similar licenses required by any federal, state or local authority. In addition, LTC shall not provide any insurance coverage of any kind for Consultant.

4.2 Consultant will be solely responsible for, and will timely file and pay, all tax returns and personal income tax payments required to be filed with, or made to, any federal, state or local tax authority (each a “Tax Authority”) with respect to the performance of Services and receipt of fees under this Agreement. No part of Consultant’s fees will be subject to

3

payroll tax withholding and payment by LTC including, but not limited to, federal income tax, state income tax, federal and state employment taxes, federal social security tax, and federal Medicare tax (collectively, the “Taxes”).

4.3 Consultant agrees to perform all Services hereunder in accordance with all applicable laws and regulations.

4.4 Consultant reserves the right to determine the method, manner and means by which the Services will be performed. LTC shall have no right to, and shall not, control the manner or determine the method of performing the Services. Consultant is not required to perform the Services during a fixed hourly or daily time and if the Services are performed at LTC’s premises, then Consultant’s time spent at the premises is to be at the discretion of Consultant, subject to LTC’s normal business hours and security requirements.

4.5 Consultant hereby confirms to LTC that LTC will not be required to furnish or provide any training to Consultant to enable consultant to provide the Services required hereunder. Consultant shall perform the Services, and LTC shall not be required to hire, supervise or pay any assistants to help Consultant to perform the Services under this Agreement.

4.6 Consultant shall not be required to devote Consultant’s full time to the performance of the Services required hereunder. Provided Consultant receives LTC’s advance approval in accordance with Section 9 below, Consultant may perform services for clients other than LTC.

4.7 Except to the extent that Consultant’s work must be performed on or with LTC’s computers or LTC’s existing software, Consultant agrees to provide all tools, materials and other instrumentalities used in providing the Services. LTC may at its convenience make available to Consultant suitable office space, computer equipment, and the like, to facilitate the efficient rendering of Consultant’s Services to LTC. Consultant shall control the order or sequence in which the Services required hereunder are performed.

Section 5 – Termination

5.1 This Agreement shall terminate upon the earliest to occur of: (a) forty-five (45) days after written notice from either party to the other of a material breach of this Agreement, provided such breach has not been cured by the breaching party in such forty-five (45) day period; (b) immediately upon notice of Consultant’s breach of Section 6, 7 or 9; or (c) the end of the term as set forth in Section 2.1.

5.2 Upon termination of this Agreement for any reason, Consultant agrees to cease all work and Services on behalf of LTC and promptly deliver the results to LTC. LTC shall promptly pay Consultant all fees and approved expenses incurred by Consultant to the date of termination within forty five (45) days.

4

Section 6 – Confidentiality

6.1 Consultant agrees to take no action that is likely to be detrimental to the reputation or business of LTC or any of its Affiliates. Consultant also agrees not to disclose to LTC: (a) any Confidential Information that Consultant is under an obligation to a third party not to disclose; or (b) any Confidential Information proprietary to Consultant that LTC is not free to use without restriction, unless Consultant specifies the terms of use and restrictions on such Confidential Information and LTC agrees to such terms and restrictions in a duly signed writing.

6.2 To protect Confidential Information proprietary to LTC (“LTC Confidential Information”), LTC and Consultant agree that:

(a) LTC may disclose to Consultant LTC Confidential Information subject to this Agreement at any time during the term of this Agreement. The burdens of non-use and confidentiality with respect to LTC Confidential Information on Consultant under this Agreement will survive the termination of this Agreement and continue until terminated by a mutual written agreement between the parties. In addition, LTC may have disclosed LTC Confidential Information to Consultant prior to the Effective Date of this Agreement in contemplation of this Agreement being executed, and such LTC Confidential Information is subject to the same confidentiality and non-use terms of this Agreement.

(b) Consultant shall use LTC Confidential Information only for purposes of performing the Services and not for any other purpose.

(c) Consultant shall not disclose or transfer LTC Confidential Information to any person except its employees, consultants, agents and subcontractors, to whom it is necessary to disclose in order to fulfill the terms of this Agreement. Any such disclosure shall be under a written agreement with terms at least as restrictive as those specified herein and such executed written Agreement shall be provided to LTC promptly upon execution. Consultant shall immediately give notice to LTC of any unauthorized use or disclosure of LTC Confidential Information and agrees to assist LTC in remedying any such unauthorized use or disclosure of LTC Confidential Information.

(d) Consultant shall protect LTC Confidential Information using the same degree of care as Consultant uses to protect Consultant’s own Confidential Information, but in any event no less than a reasonable degree of care.

(e) LTC shall retain all right, title, and interest in LTC Confidential Information including all work product created by Consultant and its employees, consultants, agents and subcontractors relating to LTC Confidential Information. Consultant agrees to return immediately all LTC Confidential Information, including materials, received from LTC upon termination or expiration of this Agreement.

(f) If Consultant, or anyone to whom Consultant transmits LTC Confidential Information pursuant to this Agreement, becomes legally required to disclose any

5

such LTC Confidential Information, Consultant shall provide LTC with prompt written notice so that LTC may: (1) seek a protective order or take other appropriate action to maintain such LTC Confidential Information as confidential; or (2) waive compliance with the confidentiality provisions of this Agreement. In either event, Consultant shall furnish only the portion of such LTC Confidential Information that Consultant is legally required to furnish in the opinion of Consultant’s counsel.

Section 7 – Intellectual Property and Company Property

7.1 LTC shall own the entire right, title, and interest to any Deliverables and related Intellectual Property that are conceived, devised, reduced to practice, created, derived or developed: (a) solely by LTC, its employees, consultants, agents or subcontractors; or (b) by Consultant, either solely or jointly with LTC, its employees, consultants, agents or subcontractors in the performance of Services hereunder (collectively referred to as “LTC Intellectual Property”). LTC shall retain exclusively all rights to use LTC Intellectual Property for any purpose without restriction. Consultant agrees to assign and hereby does assign all of Consultant’s right, title and interest in LTC Intellectual Property to LTC.

7.2 Consultant agrees to: (a) maintain adequate and current records of LTC Intellectual Property (all of which shall remain the property of LTC); (b) promptly disclose any newly developed LTC Intellectual Property to LTC; (c) make a written assignment of Consultant’s right, title and interest in LTC Intellectual Property to LTC; (d) assist LTC in any reasonable manner to obtain, perfect and enforce, for LTC’s benefit, LTC’s rights, title and interest in any and all countries, in and to all patents, copyrights, moral rights, mask works, trade secrets, and other property rights in LTC Intellectual Property; (e) execute, if requested: (1) patent, copyright, mask work or similar applications related to LTC Intellectual Property; (2) documentation (including without limitation assignments) to permit LTC to obtain, perfect and enforce LTC’s right, title and interest in and to LTC Intellectual Property; and (3) any other lawful documents deemed necessary by LTC to carry out the purpose of this Agreement. If called upon to render assistance under this Section 7.2, Consultant will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of LTC. If LTC is unable for any reason to secure Consultant’s signature to any document Consultant is required to execute under this Section 7.2, Consultant hereby irrevocably designates and appoints LTC and LTC’s duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and on Consultant’s behalf and instead of Consultant, to execute any such documents with the same legal force and effect as if executed by Consultant.

7.3 Consultant agrees that Consultant will not knowingly incorporate, or permit to be incorporated, any Intellectual Property conceived, reduced to practice, created, derived, developed or made by any third party into any LTC Intellectual Property without LTC’s prior written consent.

7.4 All materials, equipment, documents, and other property furnished to Consultant by LTC for the purposes of this Agreement (“Company Property”), are the sole and exclusive property of LTC. At the end of this Agreement, or upon LTC’s request, and no later than

6

five (5) days after the end of this Agreement or LTC’s request, Consultant shall destroy or deliver to LTC, at LTC’s option, all Company Property to LTC.

Section 8 – Construction

8.1 Each party has had an opportunity to negotiate the terms of this Agreement and to obtain the advice of counsel before entering into this Agreement and has done so to the extent desired by such party. Therefore, this Agreement shall not be construed more or less favorably toward either party based on their respective roles in drafting this Agreement.

Section 9 – Noninterference with Business

9.1 During this Agreement, and for a period of one (1) year immediately following this Agreement’s termination or expiration, Consultant agrees not to use LTC confidential or proprietary information to interfere with the business of LTC in any manner. By way of example and not limitation, Consultant agrees not to: (a) solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with LTC; or (b) interfere with, impair, disrupt or damage LTC’s relationship with any of its current or prospective customers by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from LTC.

9.2 During the term of this Agreement, Consultant will not accept work, enter into a contract, or accept an obligation to provide services to any person or company without first notifying LTC and securing its prior written approval from Gregory Lucier, Chief Executive Officer. Consultant understands and agrees that the advance notice and approval is necessary in order for LTC to ensure that Consultant does not engage in any conduct that is, directly or indirectly, inconsistent or incompatible with Consultant’s obligations, or the scope of Services rendered for LTC, under this Agreement. Consultant warrants that, to the best of Consultant’s knowledge, there is no other contract or duty on the part of Consultant that conflicts with or is inconsistent with this Agreement.

9.3 Consultant represents and warrants that Consultant does not presently perform or intend to perform, during the term of the Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services which would be competitive in any way with LTC’s products or services, or those products or services proposed or in development by LTC’s during the term of the Agreement. If, however, Consultant decides to accept work, whether as a consultant, employee or otherwise, from any company other than LTC during the term of this Agreement, Consultant agrees that, in advance of accepting such work, Consultant will promptly notify LTC in writing, specifying the organization with which Consultant proposes to consult, provide services, or become employed by and to provide information sufficient to allow LTC to determine if such work would conflict with the terms of this Agreement, the interests of LTC or further services which LTC might request of Consultant. If LTC determines that such work conflicts in any way, directly or indirectly, with the terms of this Agreement, LTC reserves the right to terminate this Agreement immediately.

7

Section 10 – Indemnification

10.1 Consultant shall be liable for, and agrees to pay, any and all debts, claims, demands, liabilities, expenses, losses, injuries, damages and reasonable attorney’s fees incurred by LTC or any of its directors, officers, employees, stockholders, consultants, or agents (the “LTC Indemnified Parties”) to the extent arising out of Consultant’s negligence, recklessness, or willful misconduct in the performance of the Services to be rendered hereunder. Further, with the exception that this provision shall in no event be construed to reference indemnification by Consultant in excess of that permitted under the public policy and law of the State of California, Consultant shall indemnify and hold harmless LTC Indemnified Parties from and against any and all debts, claims, demands, liabilities (including tax liabilities, as more fully set forth in Section 4.2 above), expenses, losses, injuries, damages for injury to or death of persons, including, but not limited to, Consultant’s employees, consultants, agents or subcontractors, if any, and customers and employees of LTC, and damages or destruction to property, including, but not limited to, property of LTC, that any LTC Indemnified Parties may sustain or incur as a result of any claim of a Third Party, to the extent arising out of Consultant’s or any of its employees’, consultants’, agents’ or subcontractors’ negligence, recklessness, or willful misconduct in the performance of the Services to be rendered hereunder, or to the extent of Consultant’s or any of its employees’, consultants’, agents’ or subcontractors’ infringement of a third party’s intellectual property rights or breach of Consultant’s confidentiality obligations under third party agreements.

10.2 The Indemnification Agreement will remain in full force and effect in connection with services provided under this Agreement.

Section 11 – Arbitration

11.1 Consultant and LTC agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the independent contractor relationship between Consultant and LTC, and any disputes upon termination of the independent contractor relationship, including claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. The arbitration will be conducted in San Diego, California, by a panel of three neutral arbitrators and in accordance with the American Arbitration Association’s then current rules for resolution of commercial disputes. Notwithstanding the foregoing, the parties agree that discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery; and the parties further agree that the arbitration process shall be expeditious and shall be completed no later than ninety (90) days after the selection or appointment of the third arbitrator. The parties agree to abide by and perform any decision and/or award rendered by the panel of arbitrators and such decision and/or award shall be binding and non-appealable. All correspondence associated with the arbitration and all arbitration proceedings, including but not limited to the decision and/or award, shall be kept strictly confidential. Judgment on the award may be entered in any court having jurisdiction thereof. LTC and Consultant agree to share equally the costs of the arbitration, provided however, the prevailing party in the arbitration shall be awarded its attorney’s fees and all other costs incurred for the arbitration proceedings, including,

8

without limitation, arbitrators’ fees.

Section 12 – Injunctive Relief for Breach

12.1 Consultant’s obligations under this Agreement are of a unique character that gives them particular value. Therefore, without limiting LTC’s legal or equitable remedies, and notwithstanding Section 11 of this Agreement, Consultant’s breach of any of such obligations will result in irreparable and continuing damage to LTC for which there will be no adequate remedy at law, and LTC shall have the right to injunctive relief including, without limitation, an order from a court of competent jurisdiction enjoining the Consultant’s activity and/or a decree for specific performance, and such other and further equitable or other relief as may be proper (including monetary damages if appropriate), thereby restraining Consultant from further such activities or violations.

Section 13 – Miscellaneous

13.1 Consultant agrees that it may become an “Insider” as defined in the LTC Insider Trading Policy, attached hereto as Exhibit A and executed by Consultant on an even date herewith. Each party acknowledges and agrees that notwithstanding any language in the Insider Trading Policy referencing employment of an “insider” (as defined therein) and LTC, Section 4 herein governs the relationship between Consultant and LTC.

13.2 This Agreement, including, without limitation, Exhibit A, constitutes the entire and complete understanding between the parties concerning the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations and discussions, written or oral, express or implied, between the parties in relation to the subject matter hereof. The Agreement may only be changed by a written document signed by both parties. This Agreement shall supersede and take precedence over any terms and conditions set forth in any forms, invoices or other documents submitted by Consultant, which terms shall be void and of no force and effect, unless the same is signed by an authorized representative of LTC.

13.3 This Agreement shall be interpreted and construed in accordance with the laws of the United States of America and the State of California, except for those matters pertaining to the validity or enforceability of patent rights which shall be interpreted and enforced in accordance with the laws of the jurisdiction in which such patent rights exist. The parties expressly agree that the application of the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded and shall NOT apply to this Agreement.

13.4 The term “LTC” shall include Life Technologies Corporation and its Affiliates. The rights and obligations of LTC under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of LTC. Consultant may not assign Consultant’s rights, or subcontract or otherwise delegate Consultant’s obligations, under this Agreement without LTC’s prior written consent. This shall not, however, prevent Consultant from engaging employees, consultants, agents or subcontractors to assist in Consultant’s rendering of Services to LTC under Consultant’s supervision, as deemed

9

necessary by Consultant. The actions and/or omissions by Consultant’s employees, consultants, agents or subcontractors so engaged by Consultant for purposes of this Agreement shall be considered the actions and/or omissions of Consultant for purposes of this Agreement and Consultant shall be responsible for all such actions and/or omissions.

13.5 The definitions contained in this Agreement and the rights and obligations contained in Sections 4 (“Relationship of the Parties – Independent Contractor”), 5.2 (“Termination” (specifically regarding post termination obligations)), 6 (“Confidentiality”), 7 (“Intellectual Property and Company Property”), 8 (“Construction”), 9 (“Noninterference With Business”), 10 (“Indemnification”), 11 (“Arbitration”), 12 (“Injunctive Relief For Breach”) and 13 (“Miscellaneous”) will survive any termination or expiration of this Agreement.

13.6 If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable: (a) that provision shall be deemed amended to achieve as nearly as possible the same effect as the original provision; and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

13.7 No term or provision hereof will be considered waived by LTC, and no breach excused by LTC, unless such waiver or consent is in writing signed by LTC. The waiver by LTC of, or consent by LTC to, a breach of any provision of this Agreement by Consultant, shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by Consultant.

13.8 All communication concerning this Agreement, including payments, notices, demands or requests required or permitted hereunder shall be given in writing and shall be considered to have been duly delivered: (a) at the time personally delivered; or (b) one (1) day after transmission by facsimile; or (c) ten (10) days after being deposited prepaid in registered or certified mail; or (d) two (2) days after being deposited with a reputable private overnight mail courier service prepaid, requesting delivery in the fastest manner available. Except as provided in Section 3.1, the addresses to be used for all payments, notices, demands or requests shall be as follows, unless and until changed by either party by providing written notice to the other party:

If to Consultant:	Bernd Brust
	149 3rd Street
	Encinitas, CA 92024
	(760) 943-6979
If to LTC:	Greg Lucier
	Chief Executive Officer
	Life Technologies Corporation
	5791 Van Allen Way
	Carlsbad, CA 92008
Copy to:	John W. Burns, Esq.
	Sr. Director, Integrations & Legal Systems

10

Legal Department

Life Technologies Corporation

5791 Van Allen Way

Carlsbad, CA 92008

Telephone: 512-651-0595

Facsimile: 760-476-6048

13.9 Each party hereto represents that: (a) it has the right to enter into and perform this Agreement; and (b) this Agreement does not conflict with, nor cause a breach of, any term of any other agreement by which it is bound. Each party agrees not to enter into any such conflicting agreement during the term hereof.

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

LIFE TECHNOLOGIES CORPORATION		CONSULTANT
By:	/s/ Pete Leddy	By:	/s/ Bernd Brust
Name:	Pete Leddy	Name:	Bernd Brust
Title:	SVP, Human Resources	Title:	Consultant
Date:	October 24, 2011	Date:	October 24, 2011

11

EXHIBIT A

LIFE TECHNOLOGIES CORPORATION INSIDER TRADING POLICY

SUMMARY FOR INDEPENDENT CONTRACTORS AND CONSULTANTS

The attached document explains LTC’s policy and some of the law regarding “Insider Trading” as they apply to LTC’s independent contractors and consultants. It explains what “Insider Trading” is and what the rules are. EVERY INDEPENDENT CONTRACTOR AND CONSULTANT NEEDS TO READ THE POLICY because anyone can be an “insider,” and a violation of the law can result in heavy fines or even imprisonment. Below is a summary, but you should read the whole document. You are encouraged to contact a competent, independent corporate securities lawyer if you have any questions or any doubts about whether you can trade any shares you may have. Also, the CFO and General Counsel of the Company are available to answer general questions about these rules.

“Insider Trading” is Illegal. An “insider” is ANYONE who has information about a particular company or has access to information about that company that is both “material” (i.e., information that is likely to be considered important by an investor) and not available to the general public. For example, if a person knows or could easily find out that XYZ Corporation is going to earn twice as much money as everyone thought, and that fact has not been told to the general public, that person is an “insider,” and the information is “material.” It is illegal for an “insider” or person with that kind of information to buy or sell the company’s securities, or tell another person to buy or sell the company’s securities.

General and Limited Blackouts. From time to time it may be necessary, because of extraordinary events or transactions, for additional restrictions to be put into place to prevent insider trading. During these times a memo, letter or e-mail will be handed out informing everyone (or, in a limited blackout, certain identified individuals) not to trade LTC securities. For your own protection and the Company’s, if a general blackout or a limited blackout relating to you is announced DO NOT trade or ask friends or family to trade LTC securities until a second memo, letter or e-mail is handed out, saying that trading is permitted.

BOTTOM LINE: INSIDER TRADING CAN RESULT IN LARGE FINES AND WORSE. IF YOU WANT TO BUY OR SELL LTC SECURITIES AND YOU’RE NOT SURE ABOUT THE RULES, ASK BEFORE YOU TRADE.

12

LIFE TECHNOLOGIES CORPORATION

INSIDER TRADING POLICY

(INDEPENDENT CONTRACTORS AND CONSULTANTS)

The following is the insider trading policy of Life Technologies Corporation (“LTC” or the “Company”) and outlines the procedures that all LTC independent contractors and consultants must follow in the purchase or sale of its securities. This policy and procedure arises from our responsibilities as a public company. LTC is providing this information to you to assist you in understanding the complicated rules governing sales and purchases of our securities. Failure to comply with these procedures could result in a serious violation of the securities laws by you and/or LTC and can involve both civil and criminal penalties. Violations may also result in disciplinary action by LTC, up to and including termination. It is important that you review our policy carefully. LTC strongly encourages you to contact your own counsel if you have any doubt about whether your actions may constitute insider trading. In addition, the CFO and General Counsel can provide further answers to questions regarding these trading restrictions.

What is LTC’s General Insider Trading Policy?

Any independent contractor or consultant deemed an “insider” (as defined below) associated with LTC who knows of any material information (as defined below) concerning LTC that has not been disclosed to the public must refrain from trading (purchase or sale), and must refrain from advising others to trade (tipping) in LTC securities until such information has been publicly disclosed by LTC. Insiders must also refrain from selling any Company securities he or she does not own (i.e., “short selling”).

Does this Insider Trading Policy Apply to Information about Other Companies or Participation in Chat Rooms?

No insider who, by virtue of his or her position at LTC, comes into possession of material nonpublic information concerning another public company may (a) trade in the securities of any other public company, (b) “tip” or disclose the material nonpublic information to anyone, or (c) give trading advice of any kind to anyone concerning any other public company while possessing such material nonpublic information. This prohibition extends to insiders discussing our securities or the securities of our competitors or other companies with which we do business in “on-line chat rooms.”

What if I Decided to Make a Trade Before Learning of the Material Inside Information?

It does not matter that you may have decided to engage in a transaction before learning of the undisclosed material information or that delaying the transaction might result in an economic loss. It is also irrelevant that publicly disclosed information about LTC might, even aside from the material undisclosed material information, provide a substantial basis for engaging in the transaction. LTC personnel simply cannot trade in LTC securities while in the possession of undisclosed material information about LTC.

13

What Should I do if I am Unsure About Making a Trade?

Any officer, director, employee, independent contractor or consultant who believes he or she would be regarded as an insider who is contemplating a transaction in LTC securities and who is unsure of the applicability of this policy must contact the CFO or General Counsel prior to executing any transaction to determine if he or she may properly proceed.

Does the Insider Trading Policy Affect my Family Members or Others with whom I am Affiliated?

It is the responsibility of each insider to ensure compliance with the Insider Trading Policy. To that end, insiders should not divulge material information to third parties. To the extent material inside information becomes known by any family member, it is the responsibility of the insider to ensure that the family member does not trade on such information. A transaction could be attributed to an insider if the insider has a direct or indirect pecuniary interest in the securities involved in the transaction (i.e., the opportunity, directly or indirectly, to profit or share in any profit derived from the transaction). To the extent there is any confusion concerning the applicability of this provision, please contact the CFO or the General Counsel well in advance of the contemplated trade.

DEFINITIONS

Insider. An “insider” is a person who, regardless of his or her position in the company, possesses, or has access to, material information concerning LTC that has not been fully disclosed to the public. Insiders may be subject to criminal prosecution and/or civil liability for trading (purchase or sale) in LTC securities when they know material information concerning LTC that has not been fully disclosed to the public. Criminal prosecution for insider trading can and often does result in prison sentences for the violator. Civil actions may be brought by private plaintiffs or the Securities and Exchange Commission (“SEC”); the SEC is authorized by statute to seek a penalty in such actions of the profits made or losses avoided by the violator. Also, in certain circumstances LTC may be able to recover all profits made by an insider, plus collect other damages.

Tipping. Insider trading is not limited to trading by the insider alone; it is also illegal to advise others to trade on the basis of undisclosed material information. Liability in such cases can extend both to the “tippee” (the person to whom the insider disclosed inside information) and to the “tipper” (the insider himself or herself). Insiders may also be members of the immediate families (defined as direct family living in the same household) of such insiders. A person can be an insider for a limited time with respect to certain material information even though he or she is not an officer or director.

Full Disclosure. Full disclosure to the public generally means a press release. A speech to an audience, a TV or radio appearance or an article in an obscure magazine do not qualify. Full disclosure means the securities markets have had the opportunity to digest the news.

Material Information. It is not possible to define all categories of material information. In general, information should be regarded as material if there is a likelihood that it would be considered important by an investor in making a decision regarding the purchase or sale of LTC

14

securities. While it may be difficult under this standard to determine whether certain information is material, there are various categories of information that would almost always be regarded as material, such as information covering proposed acquisitions, unanticipated changes in the level of sales, signing of a corporate partnership, publishing either good or poor clinical R&D or product data, pricing changes in contracts, planned stock splits, new stock or bond offerings and similar matters. If any insider has questions as to the materiality of information, he or she should contact the CFO or General Counsel.

NOTICE: Violation of this policy may result in disciplinary action by the Company, up to and including immediate termination. Note that such action would be separate from and would not limit any criminal or civil liability that may result from a violation.

I acknowledge that I have received a copy of the “LTC Corporation Insider Trading Policy (Independent Contractors and Consultants)” and the related Summary, and I agree to abide by the policies and procedures held therein:

By:	/s/ Bernd Brust	October 24, 2011
	Consultant: Bernd Brust	Date

15