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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on January 29, 2007

Registration No. 333-139406

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BRUKER BIOSCIENCES CORPORATION
(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation or organization)	04-3110160 (I.R.S. Employer Identification Number)
40 Manning Road Billerica, MA 01821 (978) 663-3660 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer 40 Manning Road Billerica, MA 01821 (978) 663-3660 (Name, address, including zip code, and telephone number, including area code, of agent for service of process)

With a copy to:
Richard M. Stein, Esq. Nixon Peabody LLP 100 Summer Street Boston, MA 02110 (617) 345-1000	Donald J. Murray, Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019 (212) 259-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

        If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

        If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective time until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, nor is it soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)
Issued January 29, 2007

10,400,000 SHARES

BRUKER BIOSCIENCES CORPORATION

COMMON STOCK

        We and the selling stockholders identified in this prospectus are offering 10,400,000 shares of our common stock, par value $.01 per share. Of the shares of common stock offered, 2,200,000 shares are being offered by us and 8,200,000 shares are being offered by the selling stockholders. We will not receive any proceeds from the sale of shares by any of the selling stockholders.

        Our common stock is traded on The Nasdaq Global Market under the symbol "BRKR." On January 24, 2007, the reported last sale price of our common stock on The Nasdaq Global Market was $7.55 per share.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 6.

PRICE: $            PER SHARE

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to selling stockholders	$	$

        We and the selling stockholders have granted an over-allotment option to the underwriters. Under this option, the underwriters may elect to purchase a maximum of 1,560,000 additional shares, in the aggregate, of our common stock from us and the selling stockholders, on a proportionate basis, within 30 days following the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        Delivery of the shares of common stock is expected on or about                        , 2007.

BEAR, STEARNS & CO. INC. UBS INVESTMENT BANK

The date of this prospectus is                        , 2007.

TABLE OF CONTENTS

	Page
Important Notice to Readers	i
Special Note About Forward-Looking Statements	ii
Cautionary Note Regarding Financial Information	ii
Prospectus Summary	1
Risk Factors	6
Use of Proceeds	21
Price Range of Common Stock	22
Dividend Policy	22
Capitalization	23
Description of Common Stock	24
Selling Stockholders	26
Underwriting	29
Legal Matters	32
Experts	32
Where You Can Find More Information	32

IMPORTANT NOTICE TO READERS

        You should rely only on the information contained in or incorporated by reference in this prospectus. Neither we nor the selling stockholders have authorized anyone to provide you with information different from the information contained in or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales of these securities are permitted. You should not assume that information contained in this prospectus or in any document incorporated by reference is accurate as of any date other than the date of the document that contains the information, regardless of when this prospectus is delivered or when any sale of our common stock occurs. Before making an investment decision, you should read this prospectus along with the information incorporated by reference in this prospectus. See "Where You Can Find More Information" for more information.

        We have not taken any action to permit a public offering of the shares of common stock outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

        In this prospectus, we use the terms "Bruker BioSciences," "we," "us" and "our" to refer to Bruker BioSciences Corporation and its subsidiaries.

i

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

        Statements in this prospectus and in documents incorporated by reference in this prospectus contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which represent our management's beliefs and assumptions concerning future events. When used in this prospectus and in documents incorporated by reference, forward-looking statements include, without limitation, statements regarding financial forecasts or projections, and our expectations, beliefs, intentions or future strategies that are signified by the words "expects", "anticipates", "intends", "believes" or similar language. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from those expressed in the forward-looking statements. It is routine for our internal projections and expectations to change as the year or each quarter in the year progress, and therefore you should clearly understand that the internal projections, beliefs and assumptions upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we may not inform you if they do.

        You should understand that many important factors, in addition to those discussed or incorporated by reference in this prospectus, could cause our results to differ materially from those expressed in the forward-looking statements. Potential factors that could affect our results include those described in this prospectus under "Risk Factors." In light of these risks and uncertainties, the forward-looking events discussed or incorporated by reference in this prospectus might not occur.

CAUTIONARY NOTE REGARDING FINANCIAL INFORMATION

        We have incorporated by reference in this prospectus two different sets of financial statements as of December 31, 2004 and 2005 and for each of the years in the three-year period ended December 31, 2005. Each of these two sets of financial statements has a basis of presentation different than the other. We have also incorporated by reference quarterly financial statements with differing bases of presentation. These financial statements are further identified below. The different presentations, required by accounting principles generally accepted in the United States, result from our acquisition in July 2006 of Bruker Optics Inc. This acquisition is considered, for financial reporting purposes, as a combination of companies under common control and has been accounted for in a manner similar to a pooling-of-interests.

        We have incorporated by reference in this prospectus the financial statements and other financial information (including the financial information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations") included in our Current Report on Form 8-K dated December 15, 2006. Those financial statements and other financial information, which supersede the corresponding information included in our Annual Report on Form 10-K for the year ended December 31, 2005, give effect to the Bruker Optics acquisition and accordingly include the financial position and results of operations of Bruker Optics as if it had been a part of Bruker BioSciences for all periods presented. In addition, the financial statements and other financial information included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 and incorporated by reference herein have been prepared on a combined basis and include the financial position and results of operations of Bruker Optics as if it had been a part of Bruker BioSciences for all periods presented. We refer to these financial statements and the related financial information as the "Combined Financials."

ii

        In accordance with the rules and regulations of the Securities and Exchange Commission, we have also incorporated by reference in this prospectus financial statements and other financial information (including financial information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations") included in our Annual Report on Form 10-K for the year ended December 31, 2005 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June 30, 2006. The financial statements and other financial information in these reports do not include the financial position and results of operations of Bruker Optics. In addition, in accordance with the rules and regulations of the Securities and Exchange Commission, we have incorporated by reference in this prospectus financial statements and other financial information of Bruker Optics included in our Current Report on Form 8-K/A dated July 1, 2006 and filed September 14, 2006, which financial statements and other financial information do not include the financial position and results of operations of Bruker Optics and Bruker BioSciences as if they had been a consolidated entity for all periods presented. We refer to all financial statements and other financial information described in this paragraph as the "Prior Financials."

        As a result of these different bases of presentation, the Prior Financials are not comparable to the Combined Financials. In addition, under accounting principles generally accepted in the United States, the Prior Financials can no longer be viewed as the financial statements of Bruker BioSciences, even as to periods prior to the Bruker Optics acquisition. You should not rely on the Prior Financials in assessing our financial performance or in making an investment decision with respect to this offering. You should instead review carefully and consider the Combined Financials in making an investment decision.

        For more information on our acquisition of Bruker Optics, see Note 3 of Notes to our Consolidated Financial Statements included in our Current Report on Form 8-K, dated December 15, 2006.

iii

PROSPECTUS SUMMARY

This is only a summary and does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus, including "Risk Factors" and our Combined Financial Statements and schedules and related notes included or incorporated by reference in this prospectus, before deciding to invest in our common stock. You should not rely on our Prior Financials in assessing our financial performance or in making an investment decision with respect to this offering. Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of their over-allotment option to purchase additional shares of common stock.

General

        We design, manufacture, service and market analytical and life science systems and associated products and services to address the rapidly evolving needs of our customers in life science research, pharmaceutical, biotechnology and molecular diagnostics research, as well as in materials and chemical analysis in various industries and government applications. Bruker BioSciences Corporation is the publicly traded parent company of Bruker Daltonics Inc., Bruker AXS Inc. and Bruker Optics Inc.

•

Bruker Daltonics is a leading developer and provider of innovative life-science tools based on mass spectrometry and also develops and provides a broad range of field analytical systems for chemical, biological, radiological and nuclear ("CBRN") detection.



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Bruker AXS is a leading developer and provider of life science and advanced materials research tools for advanced X-ray instrumentation and spark-OES tools used in non-destructive molecular, materials and elemental analysis in academic, research and industrial applications.



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Bruker Optics is a leading developer and provider of research, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies.

Competitive Strengths and Strategy

        We believe our key competitive strengths include our:

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broad product and service offerings in the markets we serve;



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commitment to innovative, reliable and performance-leading products and solutions for our customers;



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premier global brand;



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extensive intellectual property portfolio; and



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global manufacturing, distribution and logistics networks.

        Our strategy is to capitalize on our proven ability to innovate and generate rapid revenue growth, both organically and through acquisitions. We believe our commitment to be an even more significant leader within our markets, to maintain above industry-standard revenue growth and to leverage our continued research and development and distribution investments, will further enhance our operating margins and improve our earnings.

Our Businesses and Products

        We believe that our products offer the following advantages to our customers:

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high performance and specificity;



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integrated solutions for specific applications;



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increased productivity;



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high quality results; and



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cost efficiency.

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        Bruker Daltonics' mass spectrometers are sophisticated devices that measure the mass or weight of a molecule and can provide accurate information on the identity, quantity and primary structure of molecules. Our mass spectrometry-based solutions often combine advanced mass spectrometry instrumentation; automated sampling and sample preparation robots; reagent kits and other disposable products, called consumables, used in conducting tests, or assays; and powerful bioinformatics software. We offer mass spectrometry systems and integrated solutions for applications in multiple existing and emerging life-science markets including genomics, expression proteomics, clinical proteomics, metabolic and peptide biomarker profiling, drug discovery and development, molecular diagnostics research and molecular and systems biology, as well as basic molecular medicine research. Our substantial investment in research and development allows us to design, manufacture and market a broad array of products intended to meet the rapidly growing needs of our diverse customer base. Our customers include pharmaceutical companies, biotechnology companies, proteomics companies, molecular diagnostics companies, academic institutions and government agencies. In addition, we market some of our life science systems through strategic distribution arrangements with Agilent Technologies, Sequenom and others. We are also a worldwide leader in supplying mass spectrometry-based and other systems for CBRN detection in emergency response, homeland security and defense applications.

        Bruker AXS' X-ray systems are advanced instruments that use extremely short wavelengths of energy to determine the characteristics of matter and the three-dimensional structure of molecules. Depending on the application, our X-ray systems utilize one of three core X-ray analysis methods: single crystal diffraction, known as SCD or X-ray crystallography; polycrystalline X-ray diffraction, known as XRD or X-ray diffraction; and X-ray fluorescence, known as XRF. Using our modular platforms, we often combine each of these three technology applications with sample preparation tools, automation, consumables and data analysis software. Our products, which have particular application in structural proteomics, drug discovery, nanotechnology research and materials science fields, provide our customers with the ability to determine the three-dimensional structure of specific molecules, such as proteins, and to characterize and determine the composition of materials down to the dimensions used in nanotechnology. Our customers include biotechnology and pharmaceutical companies, nanotechnology companies, semiconductor companies, raw material manufacturers, chemical companies, academic institutions and other businesses involved in materials analysis.

        Bruker Optics manufactures and distributes research, analytical and process analysis instruments based on infrared (IR), near-infrared (NIR), Raman and time-domain magnetic resonance (TD-NMR) spectroscopy. These products are utilized in industry, government and academia for a wide range of instruments and solutions for life science, pharmaceutical analysis, food and agricultural analysis in research and development, quality control and process analysis applications. As with all spectroscopic techniques, vibrational spectroscopy can be used to identify a compound and to investigate the composition of a sample. Bruker Optics utilizes Fourier Transform (FT-IR, FT-NIR and FT-Raman) and the dispersive (Raman) measurement techniques on an extensive range of laboratory and process spectrometers. Infrared spectroscopy is a type of absorption spectroscopy that uses the infrared part of the electromagnetic spectrum. Raman spectroscopy relies on the Raman scattering of a monochromatic light that yields similar and complementary analytical information. Infrared and Raman spectroscopy are widely used in both research and industry as a simple, rapid, non-destructive and reliable technique from basic sample identification and quality control to advanced research. The Bruker Optics product line is complemented by a wide range of sampling accessories and techniques which include microanalysis, high-throughput screening and many others, to help users find the best suitable solution to analyze their samples effectively.

2

Corporate Information

        Our principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821 and our telephone number is (978) 663-3660. Our website address is www.bruker-biosciences.com. Information contained on our website is not a prospectus and does not constitute part of this prospectus.

Selling Stockholders

        Our five largest stockholders are Frank H. Laukien, Dirk Laukien, Isolde Laukien-Kleiner, Jörg Laukien and Marc Laukien. Dirk Laukien, Isolde Laukien-Kleiner, Jörg Laukien and Marc Laukien are the selling stockholders in this offering. Dirk Laukien is a Senior Vice President of Bruker BioSciences and the President of Bruker Optics. Jörg Laukien is a member of the Board of Directors of Bruker BioSciences. Isolde Laukien-Kleiner and Marc Laukien are not actively involved with Bruker BioSciences, and are not employees, members of management or directors of Bruker BioSciences. Frank H. Laukien, our Chairman, President and Chief Executive Officer, is not selling any shares of common stock in this offering.

        As of January 24, 2007, the four selling stockholders held, in the aggregate, 44,896,300 shares, or 43.8% of our outstanding common stock. They intend to sell 8,200,000 of those shares in this offering. Upon completion of this offering, these selling stockholders will own 35.0% of our common stock, or 33.7% if the underwriters' over-allotment option is exercised in full, and our public float will increase from 37.6% to 46.7% of our outstanding common stock, or 48.0%, if the underwriters' over-allotment option is exercised in full. We will not receive any proceeds from the sale of shares by the selling stockholders in this offering.

Recent Developments

        On January 29, 2007, we announced preliminary financial results for our fourth quarter which ended on December 31, 2006. We plan to release our fourth quarter and full year 2006 financial results on February 22, 2007.

        For the fourth quarter of 2006, we expect to report revenue between $130 million and $135 million, or approximately 22% to 26% revenue growth year-over-year, and earnings in the range of $0.07 to $0.09 per diluted share. For the fourth quarter of 2005, pooled revenue was $106.8 million, and pooled earnings were $0.05 per diluted share.

        For the full year 2006, we expect to report revenue between $430 million and $435 million, or approximately 15% to 17% revenue growth compared to the full year 2005, and earnings in the range of $0.15 to $0.17 per diluted share. Included in earnings for the full year 2006 were after-tax charges of $5.0 million, or $0.05 per diluted share, related to our acquisition of Bruker Optics. Also included in earnings for the full year 2006 were gains on derivative financial instruments of $2.0 million, or $0.02 per diluted share. For the full year 2005, pooled revenue was $372.3 million, and pooled earnings were $0.10 per diluted share. Included in earnings for the full year 2005 were losses on derivative financial instruments of $(1.0) million, or $(0.01) per diluted share.

        Traditionally, our fourth quarter has been our best quarter of the year, and our fourth quarter 2006 was particularly strong. In the first quarter of 2006, our pooled revenue was $94.9 million, with operating income of $4.9 million and earnings of $0.03 per diluted share. For the first quarter of 2007, we anticipate year-over-year top-line growth and operating income improvement. For the first quarter of 2007, we also expect a modest year-over-year bottom-line improvement due to reduced interest and other income after our investments in three acquisitions in the second half of 2006. The foregoing is a forward-looking statement and is subject to risks and uncertainties including those described under "Special Note About Forward-Looking Statements."

        For more information concerning our preliminary financial results, see "Risk Factors—Our preliminary fourth quarter and full year 2006 financial results are subject to change and do not present all information necessary for an understanding of our 2006 financial performance."

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THE OFFERING

Common stock offered by us (1)	2,200,000 shares
Common stock offered by the selling stockholders	8,200,000 shares
Common stock to be outstanding immediately after this offering (1)(2)	104,784,131 shares
Use of Proceeds	We expect to use the net proceeds we will receive from this offering for general corporate purposes, potential acquisitions and the repayment of some of our debt. Our use of proceeds is more fully described under "Use of Proceeds." We will not receive any proceeds from the sale of shares by the selling stockholders.
Risk Factors	See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before investing in our common stock.
Dividend Policy	We have never declared or paid cash dividends on our common stock and do not currently intend to pay any dividends on our common stock in the foreseeable future. We currently intend to retain our future earnings for use in our business. See "Dividend Policy" for more information.
Nasdaq Global Market Symbol	BRKR

(1)

Assumes that the underwriters do not exercise their over-allotment option to purchase up to 1,560,000 additional shares in the offering, including up to 330,000 shares that the underwriters may purchase from us. If the underwriters exercise this option in full, there will be 105,114,131 shares of common stock outstanding immediately after this offering. See "Underwriting."

(2)

The number of shares of common stock to be outstanding upon completion of this offering is based on 102,584,131 shares of common stock outstanding as of January 24, 2007. This number excludes 2,813,353 shares of common stock issuable upon exercise of options outstanding at a weighted average exercise price of $6.71 per share as of January 24, 2007 and 3,320,561 additional shares of common stock available for future grant under our 2000 Stock Option Plan as of January 24, 2007.

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SUMMARY CONSOLIDATED FINANCIAL DATA

        On July 1, 2006, we acquired all of the outstanding stock of Bruker Optics, a company under common control. As a result, the acquisition of Bruker Optics is considered a business combination of companies under common control, and has been accounted for in a manner similar to a pooling-of-interests. The combined statement of operations data for the years ended December 31, 2003, 2004 and 2005 have been derived from Bruker BioSciences' Current Report on Form 8-K, filed December 15, 2006 and incorporated herein by reference. The consolidated statement of operations data for the nine months ended September 30, 2006 and 2005 and the consolidated balance sheet data as of September 30, 2006 have been derived from the unaudited financial statements included in Bruker BioSciences' Quarterly Report on Form 10-Q for the nine months ended September 30, 2006. Historical results are not necessarily indicative of future results. You should read the following financial information in conjunction with our consolidated financial statements and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference from our Quarterly Report on Form 10-Q for the nine months ended September 30, 2006 and our Current Report on Form 8-K, filed December 15, 2006.

        Certain Prior Financials incorporated by reference in this prospectus are presented on a basis different from the basis on which the following Combined Financials are presented and are therefore not comparable. For more information, see "Cautionary Note Regarding Financial Information."

COMBINED FINANCIALS

		Years Ended December 31,								Nine Months Ended September 30,
		2003			2004			2005		2005		2006
		(dollars in thousands, except share and per share data)
Statement of Operations Data:
Product and service revenue		$	318,530		$	354,650		$	369,923	$	263,426	$	298,999
Other revenue			1,438			2,339			2,330		2,050		1,210
Total revenue			319,968			356,989			372,253		265,476		300,209
Total costs and operating expenses			325,645			350,395			349,831		252,750		285,485
Operating income (loss)			(5,677	)		6,594			22,422		12,726		14,724
Net income (loss)		$	(15,446	)	$	(3,855	)	$	9,747	$	4,847	$	8,773
Net income (loss) per share		$	(0.17	)	$	(0.04	)	$	0.10	$	0.05	$	0.09
Shares used in computing net (loss) income per share — basic			92,582			99,797			100,823		100,848		101,635
	diluted		92,582			99,797			101,130		100,995		102,090

	As of September 30,
	2006		As Adjusted(1)
Balance Sheet Data:
Cash and cash equivalents	$	44,151	$	59,795
Working capital		93,876		109,520
Total assets		409,367		425,011
Total debt		56,399		56,399
Other long-term liabilities		28,288		28,288
Total stockholders' equity		176,471		192,115

(1)

As adjusted to give effect to our receipt of $15,644,390 in net proceeds from our sale of 2,200,000 shares of common stock in this offering at an assumed public offering price per share of $7.55. The net proceeds amount reflects gross proceeds less the underwriting discounts and commissions and estimated offering expenses payable by us.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, as well as the other information included or incorporated by reference in this prospectus, before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations. In addition, please read "Special Note About Forward-Looking Statements" where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere included or incorporated by reference in this prospectus. Please also read "Cautionary Note Regarding Financial Information," where we describe the non-comparability of certain financial information incorporated by reference in this prospectus.

Our preliminary fourth quarter and full year 2006 financial results are subject to change and do not present all information necessary for an understanding of our 2006 financial performance.

        Our preliminary fourth quarter and full-year 2006 financial results stated under the heading "Prospectus Summary—Recent Developments" in this prospectus are preliminary and do not present all information necessary for an understanding of our 2006 financial position and results of operations. We are preparing our complete financial statements for the year ended December 31, 2006, but these financial statements will not be available until after this offering is completed and consequently will not be available to you prior to investing. Moreover, the full year 2006 financial results are currently being audited by our independent registered public accounting firm. Our completion of our 2006 financial statements, and the related audit of these financial statements, could result in changes to the preliminary financial results contained in this prospectus. In addition, our fourth quarter revenues have traditionally been stronger than the rest of the year, and we do not anticipate our 2007 first quarter results to be as strong, or to grow as much relative to the prior-year period, as the preliminary fourth quarter 2006 results we have reported in this prospectus. You should carefully consider these qualifications in evaluating our preliminary fourth quarter and full-year 2006 financial results.

If our products fail to achieve and sustain sufficient market acceptance across their broad intended range of applications, we will not generate expected revenue.

        Our business strategy depends on our ability to successfully commercialize a broad range of products based on mass spectrometry, vibrational spectroscopy and X-ray technology for use in a variety of life science, chemistry and materials analysis applications. Some of our products have only recently been commercially launched and have achieved only limited sales to date. The commercial success of our products depends on our obtaining continued and expanding market acceptance of our mass spectrometry, infrared and Raman measurement techniques and, our X-ray analysis tools by our diverse industrial, academic, medical research and governmental customers around the world. We may fail to achieve or sustain substantial market acceptance for our products across the full range of our intended applications or in one or more of our principal intended applications. Any such failure could decrease our sales and revenue. To succeed, we must convince substantial numbers of potential customers to invest in new systems or replace their existing techniques with mass spectrometry, vibrational spectroscopy and X-ray techniques employing our systems. Limited funding available for capital acquisitions by our customers, as well as our customers' own internal purchasing approval policies, could hinder market acceptance of our products. Our intended customers may be reluctant to make the substantial capital investment generally needed to acquire our products or to incur the training and other costs involved with replacing their existing systems with our products. We also may

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not be able to convince our intended customers that our systems are an attractive and cost-effective alternative to other technologies and systems for the acquisition, analysis and management of molecular information. Because of these and other factors, our products may fail to gain or sustain market acceptance.

Our products compete in markets that are subject to rapid technological change, and most of our products are based on a range of mass spectrometry, vibrational spectroscopy and X-ray technologies one or more of which could be made obsolete by new technology.

        The market for discovery and analysis tools is characterized by rapid technological change and frequent new product introductions. Rapidly changing technology could make some or all of our product lines obsolete unless we are able to continually improve our existing products and develop new products. Because substantially all of our products are based on mass spectrometry, vibrational spectroscopy and X-ray technology, we are particularly vulnerable to any technological advances that would make either certain mass spectrometry, or certain vibrational spectroscopy or certain X-ray analysis tools obsolete as the basis for analytical systems in any of our markets. To meet the evolving needs of our customers, we must rapidly and continually enhance our current and planned products and services and develop and introduce new products and services. In addition, our product lines are based on complex technologies which are subject to rapid change as new technologies are developed and introduced in the marketplace. We may have difficulty in keeping abreast of the rapid changes affecting each of the different markets we serve or intend to serve. If we fail to develop and introduce products in a timely manner in response to changing technology, market demands or the requirements of our customers, our product sales may decline, and we could experience significant losses.

If we are unable to recover significant development costs of one or more of our products or product lines, our business, results of operations and financial condition may suffer.

        We offer and plan to continue to offer a broad product line and incur and expect to continue to incur substantial expenses for the development of new products and enhanced versions of our existing products. Our business model calls for us to derive a significant portion of our revenues each year from products that did not exist in the previous two years. However, we may experience difficulties which may delay or prevent the successful development, introduction and marketing of new products or product enhancements. The speed of technological change in life science and other related markets we serve may prevent us from successfully marketing some or all of our products for the length of time required to recover their often significant development costs. If we fail to recover the development costs of one or more products or product lines, our business, results of operations and financial condition could be harmed.

We face substantial competition.

        We face substantial competition and we expect that competition in all of our markets will increase further. Currently, our principal competition comes from established companies providing products using existing technologies, including mass spectrometry, X-ray technology, vibrational spectroscopy, CBRN detection technologies and other technologies, which perform many of the same functions for which we market our products. Other companies also may choose to enter our field in the future. In addition, some of our technologies indirectly compete for funding with technologies and products provided by our affiliate Bruker BioSpin; this competition creates the potential for actual or perceived conflicts of interest. Our competitors may develop or market products that are more effective or commercially attractive than our current or future products or that may render our products obsolete. Competition has in the past and is likely in the future to subject our products to pricing pressure. Many of our competitors have more experience in the market and substantially greater financial, operational, marketing and technical resources than we do which could give them a competitive edge in areas such

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as research and development, production, marketing and distribution. Our ability to compete successfully will depend, in part, on our ability to develop proprietary products that reach the market in a timely manner and are technologically superior to, less expensive than, or more cost-effective than, other currently marketed products.

Our operations are dependent upon a limited number of suppliers and contract manufacturers.

        We currently purchase components used in our mass spectrometry, vibrational spectroscopy and X-ray systems from a limited number of outside suppliers. Our reliance on a limited number of suppliers could result in time delays associated with redesigning a product due to an inability to obtain an adequate supply of required components and reduced control over pricing, quality and timely delivery. Any of these factors could adversely affect our revenues and profitability. For example, we currently purchase key components used in our mass spectrometry, vibrational spectroscopy and X-ray systems from certain suppliers. In particular, Bruker AXS obtains a sophisticated chip for use in its CCD detectors from Fairchild Imaging which, to Bruker AXS' knowledge, is the only source of a chip of this size and quality. The X-ray microanalysis business of Bruker AXS, which manufactures and sells accessories for electron microscopes, is partially dependent on cooperation from larger manufacturers of electron microscopes. Additionally, Bruker Daltonics purchases certain magnets from a single supplier, Varian/Magnex, and also obtains certain key components for the manufacture of its ion traps from Agilent, the sole supplier of these components. Our Bruker-Quantron subsidiary purchases certain optical detectors from a single supplier, PerkinElmer, Inc., the sole supplier of certain detector components. Bruker Optics purchases its focal plane array detectors from a single supplier, Lockheed Martin Corporation. Because of the scarcity of some components, we may be unable to obtain an adequate supply of components, or we may be required to pay higher prices or to purchase components of lesser quality. Any delay or interruption in the supply of these or other components could impair our ability to manufacture and deliver our products, harm our reputation and cause a reduction in our revenues. In addition, any increase in the cost of the components that we use in our products could make our products less competitive and decrease our gross margins. We may not be able to obtain sufficient quantities of required components on the same or substantially the same terms. Additionally, consolidations among our suppliers could result in other sole source suppliers for us in the future.

Our business could be harmed if our collaborations fail to advance our product development.

        Demand for our products will depend in part upon the extent to which our collaborations with pharmaceutical, biotechnology and proteomics companies are successful in developing, or helping us to develop, new products and new applications for our existing products. In addition, we collaborate with academic institutions and government research laboratories on product development. We have limited or no control over the resources that any collaborator may devote to our products. Any of our present or future collaborators may not perform their obligations as expected. If we fail to enter into or maintain appropriate collaboration agreements, or if any of these events occur, we may not be able to develop some of our new products, which could materially impede our ability to generate revenue or profits.

If we lose our strategic partners, our marketing efforts could be impaired.

        A substantial portion of our sales of selected products consists of sales to third parties who incorporate our products in their systems. These third parties are responsible for the marketing and sales of their systems. We have little or no control over their marketing and sales activities or how they use their resources. Our present or future strategic partners may or may not purchase sufficient quantities of products from us or perform appropriate marketing and sales activities. In addition, if we are unable to maintain our relationships with strategic partners, our business may suffer. Failures by our present or future strategic partners, or our inability to maintain or enter into new arrangements

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with strategic partners for product distribution, could materially impede the growth of our business and our ability to generate sufficient revenue and profits.

If we are unable to make or complete future mergers, acquisitions or strategic alliances as a part of our growth strategy or integrate recent or future mergers, acquisitions or strategic alliances, our business development may suffer.

        Our strategy includes potentially expanding our technology base through selected mergers, acquisitions and strategic alliances. In 2005, our indirect subsidiary, Bruker AXS GmbH, acquired Roentec AG, an X-ray microanalysis instrumentation company based in Berlin, Germany, and our direct subsidiary, Bruker AXS, acquired the microanalysis business of Princeton Gamma-Tech Instruments, Inc., a company located in Rocky Hill, New Jersey. The acquired businesses were combined to form a new group within Bruker AXS that focuses on the microanalysis market, a market not previously addressed by Bruker AXS. In the first quarter of 2006, Bruker AXS GmbH completed its acquisition of Socabim SAS, a privately-held Paris, France based company focused on advanced X-ray materials research and analysis software. On July 1, 2006, we completed our acquisition of Bruker Optics. On July 18, 2006, Bruker AXS acquired KeyMaster Technologies, Inc., a developer and manufacturer of portable hand-held X-ray fluorescence (XRF) systems located in Kennewick, Washington. On September 6, 2006, Bruker AXS GmbH completed its acquisition of Quantron GmbH, an optical emission spectroscopy company based in Kleve, Germany.

        We may seek to continue to expand our technology base through mergers, acquisitions and strategic alliances. If we fail to effect mergers, acquisitions and strategic alliances, our technology base may not expand as quickly and efficiently as possible. Without such complementary growth from selected mergers, acquisitions and strategic alliances, our ability to keep up with the evolving needs of the markets we serve and to meet our future performance goals could be adversely affected. However, we may not be able to find attractive candidates, or enter into mergers, acquisitions or strategic alliances on terms that are favorable to us, or successfully integrate the operations of companies that we acquire. In addition, we may compete with other companies for these merger, acquisition or strategic alliance candidates, which could make such a transaction more expensive for us. If we are able to successfully identify and complete a merger, acquisition or strategic alliance, it could involve a number of risks, including, among others:

•

the difficulty of coordinating or consolidating geographically separate organizations and integrating personnel with different business backgrounds and corporate cultures;



•

the difficulty of integrating previously autonomous departments in accounting and finance, sales and marketing, distribution, and administrative functions, and expanding and integrating information and management systems;



•

the diversion of resources and management time;



•

the potential disruption of our ongoing business; and



•

the potential impairment of relationships with customers as a result of changes in management or otherwise arising out of such transactions.

If we are not able to successfully integrate acquired businesses, we may not be able to realize all of the cost savings and other benefits that we expect to result from the transactions.

Goodwill and other intangible assets are subject to impairment.

        As a result of the merger of Bruker Daltonics and Bruker AXS in July 2003, we recorded goodwill and other intangible assets, which must be periodically evaluated for potential impairment. In addition, the recent acquisitions of Roentec, Socabim, Bruker Optics, KeyMaster and Quantron and the

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microanalysis business of Princeton Gamma-Tech Instruments resulted in additional goodwill and other intangible assets. We assess the realizability of the goodwill and other intangible assets annually as well as whenever events or changes in circumstances indicate that the assets may be impaired. These events or circumstances generally include operating losses or a significant decline in the earnings associated with the business segment these acquisitions are reported within. Our ability to realize the value of the goodwill will depend on the future cash flows of the business segment in addition to how well we integrate the businesses.

In addition to the risks applicable to our life science and materials analysis products, our CBRN detection products are subject to a number of additional risks, including lengthy product development and contract negotiation periods and certain risks inherent in long-term government contracts; our Fourier Transform Infrared, or FTIR, business with the Chinese State Food and Drug Administration, or SFDA, is also subject to the risks inherent in long-term government contracts.

        Our CBRN detection products are subject to many of the same risks associated with our life science products, including vulnerability to rapid technological change, dependence on mass spectrometry and other technologies and substantial competition. In addition, our CBRN detection products as well as our FTIR products are generally sold to government agencies under long-term contracts. These contracts generally involve lengthy pre-contract negotiations and product development. We may be required to devote substantial working capital and other resources prior to obtaining product orders. As a result, we may incur substantial costs before we recognize revenue from these products. Moreover, in return for larger, longer-term contracts, our customers for these products often demand more stringent acceptance criteria. Their criteria may also cause delays in our ability to recognize revenue from sales of these products. Furthermore, we may not be able to accurately predict in advance our costs to fulfill our obligations under these long-term contracts. If we fail to accurately predict our costs, due to inflation or other factors, we could incur significant losses. Any single long-term contract for our FTIR products, such as Bruker Optics' existing contract with the Chinese SFDA, or for our CBRN detection products, may represent a material portion of our total business volume, and the loss of any such contract could have a material adverse effect on our results of operations. Failure to increase other business or to obtain additional government contracts could cause our revenue to decline. Also, the presence or absence of such contracts may cause substantial variation in our results of operations between fiscal periods and, as a result, our results of operations for any given fiscal period may not be predictive of our results for subsequent fiscal periods. The resulting uncertainty may have an adverse impact on our stock price.

If general health care spending patterns decline, our ability to generate revenue may suffer.

        We are dependent, both directly and indirectly, upon general health care spending patterns, particularly in the research and development budgets of the pharmaceutical and biotechnology industries, as well as upon the financial condition of various governments and government agencies. Since our inception, both we and our academic collaborators and customers have benefited from various governmental contracts and research grants. Whether we or our academic collaborators will continue to be able to attract these grants depends not only on the quality of our products, but also on general spending patterns of public institutions. The proposed federal budget for fiscal year 2007 freezes spending for the National Institute of Health (NIH) at $28.6 billion. Such a freeze or a potential decrease in the level of governmental spending allocated to scientific and medical research could substantially reduce or even eliminate our grants as well as decrease demand for our products from academic and medical research customers, many of which receive funding from NIH.

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Any reduction in the capital resources or government funding of our customers could reduce our sales and impede our ability to generate revenue.

        A significant portion of our sales are capital purchases by our customers. The spending policies of our customers could have a significant effect on the demand for our products. These policies are based on a wide variety of factors, including the resources available to make purchases, the spending priorities among various types of equipment, policies regarding spending during recessionary periods and changes in the political climate. Any changes in capital spending or changes in the capital budgets of our customers could significantly reduce demand for our products. The capital resources of our biotechnology and other corporate customers may be limited by the availability of equity or debt financing. Any significant decline in research and development expenditures by our life science customers could significantly decrease our sales. In addition, we make a substantial portion of our sales to non-profit and government entities which are dependent on government support for scientific research. Any decline in this support could decrease the ability of these customers to purchase our products.

We are subject to existing and potential additional regulation and government inquiry, which can impose burdens on our operations and narrow the markets for our products.

        We are subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our operations and markets. For example, exportation of our products, particularly our CBRN detection products, is subject to strict regulatory control in a number of jurisdictions. The failure to satisfy export control criteria or obtain necessary clearances could delay or prevent shipment of products, which could adversely affect our revenues and profitability. Moreover, the life sciences industry, which is the market for our principal products, has historically been heavily regulated. There are, for example, laws in several jurisdictions restricting research in genetic engineering, which can operate to narrow our markets. Given the evolving nature of this industry, legislative bodies or regulatory authorities may adopt additional regulation that adversely affects our market opportunities. Additionally, if ethical and other concerns surrounding the use of genetic information, gene therapy or genetically modified organisms become widespread, we may have less demand for our products. Our business is also directly affected by a wide variety of government regulations applicable to business enterprises generally and to companies operating in the life sciences industry in particular. We note that, as a result of developing and selling products which are the subject of such regulation, we have been, are, and expect to be in the future, subject to inquiries from the government agencies which enforce these regulations, including the U.S. Department of State, the U.S. Department of Commerce, the U.S. Food and Drug Administration, the U.S. Internal Revenue Service, the U.S. Department of Homeland Security, the U.S. Department of Justice, the Securities and Exchange Commission, the Federal Trade Commission, the U.S. Customs and Border Protection and the U.S. Department of Defense, among others, as well as from state or foreign governments and their departments and agencies. As a result, from time to time, the attention of our management and other resources may be diverted to attend to these inquiries. In addition, failure to comply with these regulations or obtain or maintain necessary permits and licenses could result in a variety of fines or other censures or an interruption in our business operations which may have a negative impact on our ability to generate revenues. Finally, our compliance with existing regulations, such as the Sarbanes-Oxley Act of 2002, may have a material adverse impact on us. Under Section 404 of Sarbanes-Oxley, we are required to evaluate and determine the effectiveness of our internal control structure and procedures for financial reporting. Compliance with this legislation may divert management's attention and resources and cause us to incur significant expense.

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If we fail to maintain effective systems of internal controls, we may not be able to accurately report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our stock.

        Effective internal controls are necessary for us to provide reliable financial reports. If we cannot provide reliable financial reports, our business and operating results could be harmed. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. For example, in our Annual Report on Form 10-K, for the year ended December 31, 2004, we identified and disclosed material weaknesses in our internal control over financial reporting at one significant subsidiary whose operations and financial condition are significant to our consolidated financial statements. In response to these material weaknesses identified, we took steps to strengthen our internal controls over financial reporting at this significant subsidiary. These steps included the following:

•

We evaluated and continue to evaluate the roles and functions within the significant subsidiary's accounting department and added additional resources to support the controls surrounding inventory valuation and the financial statement close process. Temporary staff had been used to perform additional procedures while management evaluated resources and systems and permanent resources were in place by the end of the third quarter of 2005. Management believes that these additional resources together with the existing accounting staff enable us to perform proper financial reporting.



•

In addition to augmenting our accounting personnel, management determined it was necessary to automate and establish certain preventative controls through the implementation of a fully integrated Materials Resource Planning (MRP) system. Management selected an MRP system during the third quarter of 2005, and completed the implementation of the new system during the second quarter of 2006.

        Management believes that the above measures will address the material weaknesses described in our Annual Report on Form 10-K, for the year ended December 31, 2004, in the near and long-term. The material weaknesses identified and disclosed in the Annual Report on Form 10-K for the year ended December 31, 2004 were remediated in 2005 (See Item 9A of the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 14, 2006, Controls and Procedures). The Audit Committee and management will continue to monitor the effectiveness of our internal controls and procedures on an ongoing basis and will take further action, as appropriate.

        As part of our ongoing monitoring of internal control we may discover material weaknesses or significant deficiencies in our internal control as defined under standards adopted by the Public Company Accounting Oversight Board, or PCAOB, that require remediation. Under the PCAOB standards, a "material weakness" is a significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. A "significant deficiency" is a control deficiency or combination of control deficiencies, that adversely affect a company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is a more than remote likelihood that a misstatement of a company's annual or interim financial statements that is more than inconsequential will not be prevented or detected.

        Management has concluded, and our independent registered public accounting firm has attested, that the Company maintained effective internal control over financial reporting as of December 31, 2005, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Any failure to maintain improvements in the internal control over our financial reporting could cause us to fail to meet our reporting obligations. As a result, current and potential investors could lose confidence in our reported financial information, which could have a negative impact on the trading price of our stock.

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Our success depends on our ability to operate without infringing or misappropriating the proprietary rights of others.

        Our commercial success depends on avoiding the infringement of other parties' patents and proprietary rights as well as avoiding the breach of any licenses relating to our technologies and products. Given that there may be patents of which we are unaware, particularly in the U.S. where patent applications are confidential, avoidance of patent infringement may be difficult. Various third-parties hold patents which may relate to our technology, and we may be found in the future to infringe these or other patents or proprietary rights of third parties, either with products we are currently marketing or developing or with new products which we may develop in the future. If a third party holding rights under a patent successfully asserts an infringement claim with respect to any of our current or future products, we may be prevented from manufacturing or marketing our infringing product in the country or countries covered by the patent we infringe, unless we can obtain a license from the patent holder. We may not be able to obtain a license on commercially reasonable terms, if at all, especially if the patent holder is a competitor. In addition, even if we can obtain the license, it may be non-exclusive, which will permit others to practice the same technology licensed to us. We also may be required to pay substantial damages to the patent holder in the event of an infringement. Under some circumstances in the U.S., these damages could include damages equal to triple the actual damages the patent holder incurs. If we have supplied infringing products to third parties for marketing by them or licensed third parties to manufacture, use or market infringing products, we may be obligated to indemnify these third parties for any damages they may be required to pay to the patent holder and for any losses the third parties may sustain themselves as the result of lost sales or license payments they are required to make to the patent holder. Any successful infringement action brought against us may also adversely affect marketing of the infringing product in other markets not covered by the infringement action, as well as our marketing of other products based on similar technology. Furthermore, we will suffer adverse consequences from a successful infringement action against us even if the action is subsequently reversed on appeal, nullified through another action or resolved by settlement with the patent holder. The damages or other remedies awarded, if any, may be significant. As a result, any successful infringement action against us may harm our business.

If we are unable to effectively protect our intellectual property, third parties may use our technology, which would impair our ability to compete in our markets.

        Our continued success will depend in significant part on our ability to obtain and maintain meaningful patent protection for our products throughout the world. We rely on patents to protect a significant part of our intellectual property and to enhance our competitive position. However, our presently pending or future patent applications may not issue as patents, and any patent previously issued to us may be challenged, invalidated, held unenforceable or circumvented. Furthermore, the claims in patents which have been issued, or which may be issued to us in the future, may not be sufficiently broad to prevent third parties from producing competing products similar to our products. In addition, the laws of various foreign countries in which we compete may not protect our intellectual property to the same extent as do the laws of the U.S. Failure to obtain adequate patent protection for our proprietary technology could materially impair our ability to be commercially competitive.

        In addition to patent protection, we also rely on the protection of trade secrets, know-how and confidential and proprietary information. To maintain the confidentiality of trade secrets and proprietary information, we generally seek to enter into confidentiality agreements with our employees, consultants and strategic partners upon the commencement of a relationship with us. However, we may not obtain these agreements in all circumstances. In the event of unauthorized use or disclosure of this information, these agreements, even if obtained, may not provide meaningful protection for our trade secrets or other confidential information. In addition, adequate remedies may not exist in the event of unauthorized use or disclosure of this information. The loss or exposure of our trade secrets and other

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proprietary information would impair our competitive advantages and could have a material adverse affect on our operating results, financial condition and future growth prospects. Furthermore, others may have, or may in the future independently develop, substantially similar or superior know-how and technology.

We may be involved in lawsuits to protect or enforce our patents that are brought by us which could be expensive and time consuming and, if determined adversely, could adversely affect our patent position.

        In order to protect or enforce our patent rights, we may initiate patent litigation against third parties, and we may be similarly sued by others. We may also become subject to interference proceedings conducted in the patent and trademark offices of various countries to determine the priority of inventions. The defense and prosecution, if necessary, of intellectual property suits, interference proceedings and related legal and administrative proceedings is costly and diverts our technical and management personnel from their normal responsibilities. We may not prevail in any of these suits. An adverse determination of any litigation or defense proceedings could put our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.

        Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments in the litigation. If securities analysts or investors perceive these results to be negative, it could have a substantial negative effect on the trading price of our common stock.

We have agreed to share our name, portions of our intellectual property rights and distribution channels with other entities under common control which could result in the loss of our name and lock in the price of products we may sell to these entities which may not be the best price available for these products.

        We maintain a sharing agreement with 13 affiliated entities that requires us to share portions of our intellectual property as it existed on February 28, 2000 and our distribution channels with these affiliated companies and their affiliates. We also share the Bruker name with many of these affiliates. We could lose the right to use the Bruker name if (a) we declare bankruptcy, (b) we interfere with another party's use of the name, (c) we take a material action which materially detracts from the goodwill associated with the name, (d) we suffer a major loss of our reputation in our industry or marketplace, or (e) we undergo a change of control. The loss of the Bruker name could result in a loss of goodwill, brand loyalty and sales of our products. In addition, we have agreed to maintain the price of some products purchased from and sold to these affiliates for a period of up to twelve years, subject to yearly adjustments in an amount no greater than the increase in the Consumer Price Index.

Our manufacture and sale of products could lead to product liability claims for which we could have substantial liability.

        The manufacture and sale of our products exposes us to product liability claims if any of our products cause injury or are found otherwise unsuitable during manufacturing, marketing, sale or customer use. In particular, if one of our CBRN detection products malfunctions, this could lead to civilian or military casualties in a time of unrest, exposing us to increased potential for high-profile liability. If our CBRN detection products malfunction by generating a false-positive to a potential threat, we could be exposed to liabilities associated with actions taken that otherwise would not have been required. A successful product liability claim brought against us in excess of, or outside the coverage of, our insurance coverage could have a material adverse effect on our business, financial condition and results of operations. We may not be able to maintain product liability insurance on acceptable terms, if at all, and insurance may not provide adequate coverage against potential liabilities.

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Responding to claims relating to improper handling, storage or disposal of hazardous chemicals and radioactive and biological materials which we use could be time consuming and costly.

        We use controlled hazardous and radioactive materials in our business and generate wastes that are regulated as hazardous wastes under United States federal, and Massachusetts, California and Wisconsin state, environmental and atomic energy regulatory laws and under equivalent provisions of law in those jurisdictions in which our research and manufacturing facilities are located. Our use of these substances and materials is subject to stringent, and periodically changing, regulation that can impose costly compliance obligations on us and have the potential to adversely affect our manufacturing activities. The risk of accidental contamination or injury from these materials cannot be completely eliminated. If an accident with these substances occurs, we could be held liable for any damages that result, in addition to incurring clean-up costs and liabilities, which can be substantial. Additionally, an accident could damage our research and manufacturing facilities resulting in delays and increased costs.

We are dependent upon various key personnel and must recruit additional qualified personnel for a number of management positions.

        Our success is highly dependent on the continued services of key management, particularly our chief executive officer, Frank. H. Laukien, as well as technical and scientific personnel. Our management and other employees may voluntarily terminate their employment with us at any time upon short notice. The loss of the services of any member of our senior management, technical or scientific staff may significantly delay or prevent the achievement of product development and other business objectives. Our future success will also depend on our ability to identify, recruit and retain additional qualified scientific, technical and managerial personnel. Competition for qualified personnel is intense, particularly in the areas of information technology, engineering and science, and the process of hiring suitably qualified personnel is often lengthy. If we are unable to hire and retain a sufficient number of qualified employees, our ability to conduct and expand our business could be seriously reduced.

Our chief executive officer and one of our senior vice presidents maintain relationships with the Bruker BioSpin group which may impact their management of us.

        Our chief executive officer, Frank H. Laukien, and one of our senior vice presidents, Dirk D. Laukien currently are, and have been for over 10 years, management officers and directors of the Bruker BioSpin group, which consists of several affiliated companies including Bruker BioSpin Inc., Bruker Physik AG, Bruker BioSpin Invest AG, Techneon AG and their respective subsidiaries. Dr. Frank Laukien spends a substantial amount of time rendering services to the Bruker BioSpin group as the group's co-CEO. Dr. Dirk Laukien spends a substantial amount of time rendering services to the Bruker BioSpin group as the co-president and a director of Bruker BioSpin Inc. and as a director of Bruker AG. Although Frank and Dirk Laukien spend the majority of their time attending to our business, their involvement with the Bruker BioSpin group reduces the time and attention they can devote to our management. Dr. Frank Laukien and Dr. Dirk Laukien each beneficially own directly or indirectly more than 10% of our stock and more than 10% of the stock of the Bruker BioSpin group. We collaborate with the Bruker BioSpin group in selected product developments, and a portion of our customer base also does business with the Bruker BioSpin group. We believe that all agreements with the Bruker BioSpin group are at arm's length commercial conditions and pricing. However, Dr. Frank Laukien's and Dr. Dirk Laukien's relationships with the Bruker BioSpin group could create an actual or perceived conflict of interest which could negatively impact our business, financial condition, results of operations or cash flows.

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We may not be able to maintain our sales and service staff to meet demand for our products and services.

        We need to expand our direct marketing and sales force as well as our service and support staff. Our future revenue and profitability will depend in part on our ability to maintain our team of marketing and service personnel. Because our products are technical in nature, we believe that our marketing, sales and support staff must have scientific or technical expertise and experience. Competition for employees with these skills is intense. We may not be able to continue to attract and retain sufficient qualified sales and service people, and we may not be able to maintain and develop an efficient and effective sales, marketing and support department. If we fail to continue to attract or retain qualified people, then our business could suffer.

We plan significant growth, and there is a risk that we will not be able to manage this growth.

        Our success will depend on the expansion of our operations. Effective growth management will place increased demands on our management, operational and financial resources. To manage our growth, we must expand our facilities, augment our operational, financial and management systems, and hire and train additional qualified personnel. Our failure to manage this growth effectively could impair our ability to generate revenue or could cause our expenses to increase more rapidly than revenue, resulting in operating losses.

We derive a significant portion of our revenue from international sales and are subject to the risks of doing business in foreign countries.

        International sales account and are expected to continue to account for a significant portion of our total revenues. Our international operations are, and will continue to be, subject to a variety of risks associated with conducting business internationally, many of which are beyond our control. These risks, which may adversely affect our ability to achieve and maintain profitability and our ability to sell our products internationally, include:

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changes in foreign currency exchange rates;



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changes in regulatory requirements;



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legislation and regulation, including tariffs, relating to the import or export of high technology products;



•

the imposition of government controls;



•

political and economic instability, including international hostilities, acts of terrorism and governmental restrictions, inflation, trade relationships and military and political alliances;



•

costs and risks of deploying systems in foreign countries;



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compliance with export laws and controls in multiple jurisdictions;



•

limited intellectual property rights; and



•

the burden of complying with a wide variety of complex foreign laws and treaties, including unfavorable labor regulations, specifically those applicable to our European operations, as well as U.S. laws affecting the activities of U.S. companies abroad.

        While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our operations in the future.

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We may lose money when we exchange foreign currency received from international sales into U.S. dollars.

        A significant portion of our business is conducted in currencies other than the U.S. dollar, which is our reporting currency. As a result, currency fluctuations among 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 recognize foreign currency gains or losses arising from our operations in the period incurred. In addition, currency fluctuations could cause the price of our products to be more or less competitive than our principal competitors' products. Currency fluctuations will increase or decrease our cost structure relative to those of our competitors which could lessen the demand for our products and affect our competitive position. 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. From time to time we enter into certain hedging transactions and/or option and foreign currency exchange contracts which are intended to offset some of the market risk associated with our sales denominated in foreign currencies. We cannot predict the effectiveness of these transactions or their impact upon our future operating results, and from time to time they may negatively affect our quarterly earnings.

Various international tax risks could adversely affect our earnings.

        We are subject to international tax risks. Distributions of earnings and other payments received from our subsidiaries may be subject to withholding taxes imposed by the countries where they are operating or are formed. If these foreign countries do not have income tax treaties with the United States or the countries where our subsidiaries are incorporated, we could be subject to high rates of withholding taxes on these distributions and payments. We could also be subject to being taxed twice on income related to operations in these non-treaty countries. Because we are unable to reduce the taxable income of one operating company with losses incurred by another operating company located in another country, we may have a higher foreign effective income tax rate than that of other companies in our industry. The amount of the credit that we may claim against our U.S. federal income tax for foreign income taxes is subject to many limitations which may significantly restrict our ability to claim a credit for all of the foreign taxes we pay.

        We currently have reserves established on the statutory books of certain international locations. Within our audited consolidated financial statements, which have been prepared under U.S. generally accepted accounting principles, the potential tax liabilities associated with these reserves have been recorded as long-term deferred tax liabilities. If these reserves are challenged, and we are unable to successfully defend the need for such reserves, these liabilities could become current resulting in a negative impact to our anticipated cash flows from operations over the next twelve months.

Armed hostilities could constrain our ability to conduct business internationally and could also disrupt our U.S. operations.

        The current world unrest, or the responses of the United States, may lead to further acts of terrorism and civil disturbances in the United States or elsewhere, which may further contribute to the economic instability in the United States. These attacks or armed conflicts may affect our physical facilities or those of our suppliers or customers and could have an impact on our domestic and international sales, our supply chain, our production capability, our insurance premiums or the ability to purchase insurance and our ability to deliver our products to our customers. The consequences of these risks are unpredictable, and their long-term effect upon us is uncertain.

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The unpredictability and fluctuation of our quarterly results may adversely affect the trading price of our common stock.

        Our revenues and results of operations have in the past and may in the future vary from quarter to quarter due to a number of factors, many of which are outside of our control and any of which may cause our stock price to fluctuate. The primary factors that may affect us include the following:

•

the timing of sales of our products and services;



•

the timing of recognizing revenue and deferred revenue under U.S. GAAP;



•

changes in our pricing policies or the pricing policies of our competitors;



•

increases in sales and marketing, product development or administration expenses;



•

the mix of services provided by us and third-party contractors;



•

our ability to attain and maintain quality levels for our products;



•

costs related to acquisitions of technology or businesses; and



•

the effectiveness of transactions entered into to hedge the risks associated with foreign currency and interest rate fluctuations.

        Historically, we have experienced a decrease in revenue in the first, second and third quarters of each fiscal year relative to the prior fourth quarter, which we believe is due to our customers' budgeting cycles. You should not rely on quarter-to-quarter comparisons of our results of operations as an indication of our future performance. It is likely that in some future quarters, our results of operations may be below the expectations of public market analysts and investors. In this event, the price of our common stock may fall.

We face potential volatility of our stock price.

        There has only been a public market for our common stock since August 2000. The market price of our common stock may fluctuate substantially in response to various factors, many of which are beyond our control, including:

•

quarterly fluctuations in results of operations, as described above;



•

our ability to successfully commercialize our products;



•

technological innovations or new commercial products by us or our competitors;



•

developments concerning government regulations or proprietary rights which could affect the potential growth of our markets;



•

material changes in our relationships with, or the viability of, strategic business partners;



•

market reaction to trends in revenues and expenses, especially research and development;



•

changes in earnings estimates by analysts;



•

volatility and uncertainty in the capital markets in general;



•

loss of key personnel;



•

changes in accounting principles;



•

lack of trading volume in our stock;



•

fluctuation within the life science and industrial analysis markets;

18

•

sales of common stock by existing stockholders, particularly large institutional investors who cannot hold stock traded at less than $5 per share; and



•

economic and political conditions.

        The market price for our common stock 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. In addition, the stock market, The Nasdaq Global Market and the market for life science stocks in particular, has been and 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, companies that have experienced volatility in the market price of their securities have been the subjects of securities class action litigation. Any such litigation instigated against us could result in substantial costs and a diversion of managements' attention and resources, which could significantly harm our business, financial condition and operating results.

Certain financial information incorporated by reference in this prospectus is presented on a basis different from the basis on which our most recently published financial information is presented and is therefore not comparable.

        We have incorporated by reference in this prospectus financial statements and other financial information that do not include the financial position and results of operations of Bruker Optics and Bruker BioSciences as a consolidated entity. These financial statements complied with applicable accounting requirements when they were initially filed and are incorporated by reference herein in accordance with the rules and regulations of the Securities and Exchange Commission. Our most recently published financial information is presented on a combined basis and includes the financial position and results of operations of Bruker Optics and Bruker BioSciences as if they had been a part of a consolidated entity for all periods presented, even as to periods prior to the Bruker Optics acquisition. This presentation also complies with applicable accounting requirements. As a result of the different bases of presentation, however, the financial statements and other financial information published more recently are not comparable to the financial statements and other financial information that excludes the combined financial position and results of operations of Bruker Optics and Bruker BioSciences, and the latter should not be relied upon in assessing our financial performance or in making an investment decision with respect to this offering. For more information, see "Cautionary Note Regarding Financial Information."

Future sales of our stock may impact its market price.

        Sales of substantial numbers of shares of our common stock in the public market, or the perception that significant sales are likely, could adversely affect the market price of our common stock. The number of shares of common stock covered by this prospectus, including the underwriters' over-allotment option, is equal to approximately 11.7% of the currently outstanding shares of our common stock. We cannot predict the effect that market sales of such a large number of shares would have on the market price of our common stock.

Existing stockholders have significant influence over us.

        Our Laukien majority stockholders, including the selling stockholders and Frank H. Laukien, own or control, in the aggregate, approximately 62.3% of our outstanding common stock (approximately 53.2% upon completion of this offering, or 51.9% if the over-allotment option is exercised in full). As a result, these stockholders will be able to exercise substantial influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could have the effect of delaying or preventing a change in control of our company

19

and will make some transactions difficult or impossible to accomplish without the support of these stockholders.

Other companies may have difficulty acquiring us, even if doing so would benefit our stockholders, due to provisions under our corporate charter and bylaws and as well as Delaware law.

        Provisions in our certificate of incorporation, as amended, and our bylaws, as well as Delaware law could make it more difficult for other companies to acquire us, even if doing so would benefit our stockholders. Our certificate of incorporation, as amended, and bylaws contain the following provisions, among others, which may inhibit an acquisition of our company by a third party:

•

staggered board of directors, where stockholders elect only a minority of the board each year;



•

advance notification procedures for matters to be brought before stockholder meetings;



•

a limitation on who may call stockholder meetings; and



•

the ability of our board of directors to issue up to 5,000,000 shares of preferred stock without a stockholder vote.

Management will have broad discretion as to the use of the proceeds received by us from this offering, and we may not use the proceeds effectively.

        We have not designated the amount of net proceeds we will use for any particular purpose. Accordingly, our management will have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase our market value or make us profitable.

20

USE OF PROCEEDS

        We estimate that the net proceeds from the sale of the 2,200,000 shares of common stock we are offering will be approximately $15.6 million after deducting underwriting discounts and commissions, and the estimated offering expenses payable by us, based on an assumed public offering price of $7.55 per share. If the underwriters exercise their over-allotment option in full, we estimate that the net proceeds to us will be approximately $18.0 million. Each $1.00 increase (decrease) in the assumed offering price of $7.55 per share would increase (decrease) the net proceeds to us from this offering by approximately $2.1 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Depending on market conditions at the time of pricing of this offering and other considerations, we may sell fewer or more shares than the number set forth on the cover page of this prospectus.

        We intend to use the net proceeds from our sale of common stock in this offering for general corporate purposes, potential acquisitions complementary to our existing business and the repayment of some of our debt. Specifically, we may repay a portion of the outstanding amount on our line of credit with Citizens Bank. In July 2006, we issued a demand promissory note for a $40 million line of credit with Citizens Bank. In July 2006, we borrowed $20 million on this line of credit to finance a portion of our acquisition of Bruker Optics and an additional $10 million to finance our purchase of KeyMaster Technologies, Inc. During the third quarter of 2006, we repaid $10 million outstanding on this line of credit, and during the fourth quarter of 2006 we repaid an additional $9 million. The note bears interest at the bank's prime rate, LIBOR plus 1%, or, at our request, a LIBOR advantage rate plus 1%. As of January 24, 2007, we owed $11 million on this line of credit.

        As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we will have upon completion of the offering. Accordingly, we will retain broad discretion over the use of these proceeds. Pending the use of the net proceeds, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities.

        We will not receive any proceeds from the sale of shares by the selling stockholders.

21

PRICE RANGE OF COMMON STOCK

        Our common stock has traded on The Nasdaq Global Market since August 4, 2000, the date that our common stock was first offered to the public. Prior to our merger with Bruker AXS Inc., our common stock traded under the symbol "BDAL." Since the consummation of the merger on July 1, 2003, our common stock has traded under the symbol "BRKR." The following table sets forth on a per share basis the high and low sales prices for our common stock for the quarters indicated. Prices shown are from The Nasdaq Global Market.

		Price Range of Common Stock
		High		Low
2005
	First Quarter	$	4.14	$	3.16
	Second Quarter		4.49		3.07
	Third Quarter		4.69		3.86
	Fourth Quarter		5.60		3.97
2006
	First Quarter	$	5.45	$	4.24
	Second Quarter		6.26		4.52
	Third Quarter		7.33		5.19
	Fourth Quarter		8.47		6.70
2007
	First Quarter (through January 24)	$	7.94	$	7.07

        On January 24, 2007, the reported last sale price for our common stock on The Nasdaq Global Market was $7.55 per share. Investors should obtain current market quotations before making any decision with respect to an investment in our securities.

        On January 24, 2007, there were 102,584,131 shares of our common stock outstanding, held by approximately 99 stockholders of record. This number does not include the individual beneficial owners of shares held in nominee name or within clearinghouse positions of brokerage firms and banks.

DIVIDEND POLICY

        We have not declared or paid any dividends on our common stock since our inception and do not intend to pay any dividends on our common stock in the foreseeable future. We currently intend to retain available funds for use in our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon, among other things, our financial condition, results of operations and capital requirements. The terms of some of our outstanding indebtedness prohibit us from paying cash dividends.

22

CAPITALIZATION

        The following table sets forth our capitalization as of September 30, 2006:

•

on an actual basis; and



•

as adjusted to reflect the receipt and application by us of the estimated net proceeds from our sale of 2,200,000 shares of our common stock in this offering, at an assumed public offering price of $7.55 per share, after deducting underwriting discounts and commissions and the estimated offering expenses.

        You should read this table in conjunction with the financial statements and the other financial information and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated by reference elsewhere in this prospectus.

			As of September 30, 2006
			Actual		As Adjusted(1)
			(dollars in thousands)
Cash and cash equivalents			$	44,151	$	59,795
Short-term and long-term obligations			$	232,896	$	232,896
Stockholders' equity:
	Common stock, $0.01 par value, 200,000,000 shares authorized; 102,225,996 shares issued and outstanding, actual; and 104,784,131 shares issued, as adjusted			1,017		1,039
	Additional paid-in capital			147,733		163,355
	Accumulated deficit			7,761		7,761
	Accumulated other comprehensive income			19,960		19,960
		Total stockholders' equity		176,471		192,115
		Total capitalization	$	409,367	$	425,011

        The table above does not include:

•

3,038,609 shares of common stock issuable upon exercise of options outstanding at a weighted average exercise price of $6.72 per share at September 30, 2006; and



•

3,369,433 additional shares of common stock available for future grant under our 2000 Stock Option Plan at September 30, 2006.

(1)

Each $1.00 increase (decrease) in the assumed public offering price of $7.55 per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $2.1 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Depending on market conditions at the time of pricing of this offering and other considerations, we may sell fewer or more shares than the number set forth on the cover page of this prospectus. The as adjusted information discussed above is illustrative only and following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

23

DESCRIPTION OF COMMON STOCK

        The following summary of our common stock does not purport to be complete. You should read the applicable provisions of Delaware General Corporation Law, our certificate of incorporation and our by-laws. This summary is qualified in its entirety by reference to the provisions of our certificate of incorporation, as amended, and by-laws, which have been filed with the Securities and Exchange Commission.

General

        We are authorized to issue 200,000,000 shares of common stock, par value $.01 per share, and 5,000,000 shares of undesignated preferred stock, par value $.01 per share.

        As of January 24, 2007, 102,584,131 shares of our common stock were issued and outstanding, no shares of our preferred stock were issued and outstanding and 3,320,561 shares of our common stock were reserved for issuance under our stock option plan.

        Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election if they choose to do so. Our certificate of incorporation does not provide for cumulative voting for the election of directors. Holders of our common stock are entitled to receive ratably any dividends that may be declared by the board of directors out of funds legally available and are entitled to receive, pro rata, all of our assets available for distribution to such holders upon liquidation. Holders of our common stock have no preemptive, subscription or redemption rights.

Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation, Bylaws and Stock Option Plan

        Certificate of Incorporation and Bylaws Provisions.    Our certificate of incorporation and bylaws include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by stockholders. These provisions are summarized in the following paragraphs.

        Classified Board of Directors.    Our certificate of incorporation and bylaws provide for our board to be divided into three classes of directors serving staggered, three year terms. The classification of the board has the effect of requiring at least two annual stockholder meetings, instead of one, to replace a majority of the members of the board of directors.

        Authorized but Unissued or Undesignated Capital Stock.    Our authorized capital stock consists of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. The authorized but unissued (and in the case of preferred stock, undesignated) stock may be issued by the board of directors in one or more transactions. In this regard, our amended and restated certificate of incorporation grants the board of directors broad power to establish the rights and preferences of authorized and unissued preferred stock. The issuance of shares of preferred stock pursuant to the board of directors' authority described above could decrease the amount of earnings and assets available for distribution to holders of common stock and adversely affect the rights and powers, including voting rights, of such holders and may have the effect of delaying, deferring or preventing a change in control. The board of directors does not currently intend to seek stockholder approval prior to any issuance of preferred stock, unless otherwise required by law.

        Special Meetings of Stockholders.    Our bylaws provide that special meetings of our stockholders may be called only by our board of directors, by our Chairman of the board of directors or by our

24

President. In addition, the President or Secretary shall call a special meeting if requested by a majority of directors.

        Notice Procedures.    Our bylaws establish advance notice procedures with regard to all stockholder proposals to be brought before meetings of our stockholders, including proposals relating to the nomination of candidates for election as directors, the removal of directors and amendments to our certificate of incorporation or bylaws. These procedures provide that notice of such stockholder proposals must be timely given in writing to our Secretary prior to the meeting. Generally, to be timely, notice must be received at our principal executive offices no later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the date set forth in the bylaws for the annual meeting. The notice must contain certain information specified in the bylaws.

        Other Anti-Takeover Provisions.    Our Amended and Restated 2000 Stock Option Plan contains provisions which may have the effect of discouraging, delaying or preventing a change in control or unsolicited acquisition proposals. In the event of any (i) sale or conveyance to another entity of all or substantially all of our property and assets, including, without limitation, by way of merger or consolidation, or (ii) change of control, the purchaser may, in his, her or its discretion, deliver to the optionee the same kind of consideration that is delivered to the shareholders as a result of such sale, conveyance or change in control, or the board of directors may cancel all outstanding options in exchange for consideration in cash or in kind equal to the value of those shares of stock the optionee would have received had the option been exercised (to the extent exercisable) and no disposition of the shares has been made prior to such transaction. Upon receipt of such consideration by the optionee, his or her option shall immediately terminate. The board of directors also has the power and right to accelerate the exercisability of any options upon such sale, conveyance or change in control.

        Limitation of Director Liability.    Our certificate of incorporation and bylaws limit the liability of our directors (in their capacity as directors but not in their capacity as officers) to us or our stockholders. Specifically, our certificate of incorporation provides that our directors will not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability:

•

for any breach of the director's duty of loyalty to us or our stockholders;



•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



•

under Section 174 of the Delaware General Corporation Law, which relates to unlawful payments of dividends or unlawful stock repurchases or redemptions; or



•

for any transaction from which the director derived an improper personal benefit.

        Indemnification Arrangements.    Our bylaws provide that our directors and officers shall be indemnified and provide for the advancement to them of expenses in connection with actual or threatened proceedings and claims arising out of their status as such to the fullest extent permitted by the Delaware General Corporation Law.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

25

SELLING STOCKHOLDERS

        Our five largest stockholders are Frank H. Laukien, Dirk Laukien, Isolde Laukien-Kleiner, Jörg Laukien and Marc Laukien. Dirk Laukien, Isolde Laukien-Kleiner, Jörg Laukien and Marc Laukien are the selling stockholders in this offering. Dirk Laukien is a Senior Vice President of Bruker BioSciences and the President of Bruker Optics. Jörg Laukien is a member of the Board of Directors of Bruker BioSciences. Isolde Laukien-Kleiner and Marc Laukien are not actively involved with Bruker BioSciences, and are not employees, members of management or directors of Bruker BioSciences. Frank H. Laukien, our Chairman, President and Chief Executive Officer, is not selling any shares of common stock in this offering.

        As of January 24, 2007, the four selling stockholders held, in the aggregate, 44,896,300 shares, or 43.8% of our outstanding common stock. They intend to sell 8,200,000 of those shares in this offering. Upon completion of this offering, these selling stockholders will own 35.0% of our common stock, or 33.7% if the underwriters' over-allotment option is exercised in full, and our public float will increase from 37.6% to 46.7% of our outstanding common stock, or 48.0%, if the underwriters' over-allotment option is exercised in full. We will not receive any proceeds from the sale of shares by the selling stockholders in this offering.

        Based solely upon information furnished to us by the selling stockholders, the following table sets forth the name of each selling stockholder and, as of January 24, 2007, the number and percentage of shares of common stock beneficially owned by each selling stockholder and the number of shares being registered for sale by each selling stockholder. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. You should keep the following points in mind as you read the information in the table:

•

The amounts and percentage of our common stock beneficially owned by a holder are reported on the basis of the regulations of the SEC that govern the determination of beneficial ownership of securities. Under these regulations, a person or group of persons is deemed to be a "beneficial owner" of a security if that person or group has or shares "voting power," which includes the power to vote or to direct the voting of the security, or "investment power," which includes the power to dispose of or to direct the disposition of the security. In addition, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the applicable date, whether upon the exercise of options or otherwise.



•

The percentage of our common stock outstanding before the offering is based on 102,584,131 shares of our common stock outstanding as of January 24, 2007, and the percentage of our common stock outstanding after the offering assumes the sale by us of 2,200,000 newly issued shares of our common stock in this offering.

26

		Shares of Common Stock Beneficially Owned Prior to the Offering				Shares of Common Stock Beneficially Owned Upon Completion of the Offering
Name of Beneficial Owner					Number of Shares Being Offered
		Number	Percentage			Number	Percentage
Dirk Laukien (1) 2634 Crescent Ridge Drive The Woodlands, Texas 77381		13,431,483	13.1	%	1,700,000	11,731,483	11.2	%
Isolde Laukien-Kleiner Lichtentaler Allee 68 D-76530 Baden-Baden Germany		9,713,472	9.5	%	2,200,000	7,513,472	7.2	%
Jörg Laukien Uhlandstrasse 10 D-76275 Ettlingen-Bruchhausen Germany		11,068,168	10.8	%	1,700,000	9,368,168	8.9	%
Marc Laukien 809 Harbour Isles Ct. North Palm Beach, FL 33410		10,683,177	10.4	%	2,600,000	8,083,177	7.7	%
	Totals	44,896,300	43.8	%	8,200,000	36,696,300	35.0	%

(1)

Includes 41,293 shares of common stock held by the Dirk D. Laukien Trust for Leah Laukien, dated June 1, 2000.

        We and the selling stockholders have granted to the underwriters an over-allotment option as described in "Underwriting." The following table sets forth, as to each selling stockholder, the number of shares subject to the underwriters' over-allotment option as well as the number of shares owned by each selling stockholder and the percentage ownership of each selling stockholder after this offering, assuming the exercise in full of the underwriters' over-allotment option:

		Shares of Common Stock Subject to Over-Allotment Option	Shares of Common Stock Beneficially Owned Upon Completion of the Offering
Name of Beneficial Holder
			Number	Percentage
Dirk Laukien (1)		255,000	11,476,483	10.9	%
Isolde Laukien-Kleiner		330,000	7,183,472	6.8	%
Jörg Laukien		255,000	9,113,168	8.7	%
Marc Laukien		390,000	7,693,177	7.3	%
	Total	1,230,000	35,466,300	33.7	%

(1)

Includes 41,293 shares of common stock held by the Dirk D. Laukien Trust for Leah Laukien, dated June 1, 2000.

27

Certain Relationships

        Our five largest stockholders are Frank H. Laukien, Dirk Laukien, Isolde Laukien-Kleiner, Jörg Laukien and Marc Laukien. Isolde Laukien-Kleiner is the mother of Dirk and Marc Laukien. Jörg, Frank, Dirk and Marc are brothers or half-brothers. As described above, Dirk Laukien, Isolde Laukien-Kleiner, Jörg Laukien and Marc Laukien are the selling stockholders in this offering and Frank H. Laukien, our Chairman, President and Chief Executive Officer, is not selling any shares of common stock in this offering. Dirk Laukien is a Senior Vice President of Bruker BioSciences and the President of Bruker Optics. Jörg Laukien is a member of the Board of Directors of Bruker Biosciences. Isolde Laukien-Kleiner and Marc Laukien are not actively involved with Bruker BioSciences, and are not employees, members of management or directors of Bruker BioSciences.

        We are affiliated with Bruker BioSpin Inc., Bruker Physik AG, Bruker BioSpin Invest AG, Techneon AG, and their respective subsidiaries, which we refer to collectively as the Bruker BioSpin group, through common control at the stockholder level. Our five largest stockholders are also the controlling stockholders of the Bruker BioSpin group. We also do business with these entities, including product collaborations and distribution and supply arrangements.

        Jörg C. Laukien, a director of Bruker BioSciences, is a director and President of Bruker BioSpin MRI, Inc., President of Bruker Elektronic GmbH, a director of Bruker Biospin Inc., a director of Bruker BioSpin SA, a director of Bruker BioSpin s.r.l., and a director of Techneon AG. Additionally, Jörg Laukien beneficially owns directly or indirectly more than 10% of the stock of each of the Bruker affiliated companies.

        Dirk D. Laukien, President of Bruker Optics, is also Co-President and director of Bruker BioSpin Inc., and a director of Bruker AG, each a Bruker affiliated company. Additionally, Dirk Laukien owns directly or indirectly more than 10% of the stock of each of the Bruker affiliated companies. Bruker Optics rents various office spaces from Dirk Laukien under lease agreements. Under these lease agreements, during each of the years ended December 31, 2005, 2004 and 2003, Dirk Laukien was paid $300,000, which was estimated to be equal to the estimated fair market value less the cost of certain capital improvements provided by Bruker Optics in 2004. Bruker Optics subleased a portion of this office space to an affiliate during 2005, 2004 and 2003 and received $31,500, $100,000 and $200,000 in rental income, respectively, which included charges for utilities and other occupancy costs. In July 2004, Bruker Optics borrowed $1.5 million from Dirk Laukien at a fixed rate of 4.68% due in July 2006. During 2005, this loan was repaid in full.

        Marc Laukien owns directly or indirectly more than 10% of the stock of each of the Bruker affiliated companies.

28

UNDERWRITING

        We and the selling stockholders are offering the shares of our common stock described in this prospectus through the underwriters named below. Bear, Stearns & Co. Inc. and UBS Securities LLC are the representatives of the underwriters and the joint book-runners of this offering. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase the number of shares of common stock listed next to its name in the following table:

Underwriters		Number of shares
Bear, Stearns & Co. Inc.
UBS Securities LLC
	Total	10,400,000

        The underwriting agreement provides that the underwriters must buy all of the shares if they buy any of them. However, the underwriters are not required to take or pay for the shares covered by the underwriters' over-allotment option described below.

        Our common stock and the common stock to be sold by the selling stockholders are offered subject to a number of conditions, including:

•

receipt and acceptance of our common stock by the underwriters; and



•

the underwriters' right to reject orders in whole or in part.

        In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.

Over-Allotment Option

        We and the selling stockholders have granted the underwriters an option to buy up to an aggregate of 1,560,000 additional shares of our common stock. Of these shares, the underwriters may purchase up to 330,000 shares from us and up to 1,230,000 shares from the selling stockholders in respective amounts set forth under "Selling Stockholders." The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. The underwriters have 30 days from the date of this prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional shares approximately in proportion to the amounts specified in the table above, and we and the selling stockholders will sell additional shares in proportion to the maximum number of shares subject to sale by us and them.

Commissions and Discounts

        Shares sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $            per share from the public offering price. Any of these securities dealers may resell any shares purchased from the underwriters to other brokers or dealers at a discount of up to $                        per share from the public offering price. If all the shares are not sold at the public offering price, the representatives may change the offering price and the other selling terms. Sales of shares made outside of the United States may be made by affiliates of the underwriters. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the shares at the prices and upon the terms stated therein and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms.

29

        We and the selling stockholders will share all of the expenses of this offering, including underwriting discounts and commissions, on a pro rata basis, based on the number of shares of common stock being sold by us and by the selling stockholders in this offering. The following table shows the per share and total underwriting discounts and commissions we and the selling stockholders will pay to the underwriters assuming both no exercise and full exercise of the underwriters' option to purchase up to an additional 1,560,000 shares.

		Paid by Us		Paid by Selling Stockholders		Total
		No Exercise	Full Exercise	No Exercise	Full Exercise	No Exercise	Full Exercise
Per share		$	$	$	$	$	$
	Total	$	$	$	$	$	$

        We estimate that the total expenses of this offering payable by us and the selling stockholders, not including the underwriting discounts and commissions, will be approximately $835,000.

No Sales of Similar Securities

        We, each of our executive officers and each of our directors and each selling stockholder have entered into lock-up agreements with underwriters. Under these agreements, subject to certain exceptions, we and each of these persons may not, without the prior written approval of Bear, Stearns & Co. Inc. and UBS Securities LLC, offer, sell, contract to sell or otherwise dispose of, directly or indirectly, or hedge our common stock or securities convertible into or exchangeable for our common stock. The restrictions will be in effect for a period of 180 days after the date of this prospectus. At any time and without public notice, Bear, Stearns & Co. Inc. and UBS Securities LLC may, in their sole discretion, release all or some of the securities from these lock-up agreements. Under our lock-up agreement, we are permitted to issue up to an aggregate of one million shares of our common stock in connection with an acquisition, strategic licensing arrangement, corporate partnering transaction or similar extraordinary corporate transaction.

Indemnification and Contribution

        We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including certain liabilities under the Securities Act. If we and the selling stockholders are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

The Nasdaq Global Market Quotation

        Our common stock is quoted on The Nasdaq Global Market under the symbol "BRKR."

Price Stabilization, Short Position

        In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our common stock, including:

•

stabilizing transactions;



•

short sales;



•

purchases to cover positions created by short sales;



•

imposition of penalty bids; and



•

syndicate covering transactions.

30

        Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of our common stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering and purchasing shares of common stock in the open market to cover positions created by short sales. Short sales may be "covered short sales," which are short positions in an amount not greater than the underwriters' over-allotment option referred to above, or may be "naked short sales," which are short positions in excess of that amount.

        The underwriters may close out any covered short position by either exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

        Naked short sales are sales made in excess of the over-allotment in the open market. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchased in this offering.

        The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

        As a result of these activities, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. The underwriters may carry out these transactions on The Nasdaq Global Market, in the over-the-counter market or otherwise.

        In addition, in connection with this offering, certain of the underwriters (and selling group members) may engage in passive market making transactions in the common stock on The Nasdaq Global Market prior to the pricing and completion of the offering. Passive market making consists of displaying bids on The Nasdaq Global Market no higher than the bid prices of independent market makers and making purchases at prices no higher than these independent bids and effected in response to order flow. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker's average daily trading volume in the common stock during a specified period and must be discontinued when such limit is reached. Passive market making may cause the price of the common stock to be higher than the price that otherwise would exist in the open market in the absence of such transactions. If passive market making is commenced, it may be discontinued at any time.

Affiliations

        Certain of the underwriters and their affiliates have provided in the past and may provide from time to time certain commercial banking, financial advisory, investment banking and other services for us for which they will be entitled to receive separate fees.

        The underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.

31

LEGAL MATTERS

        The validity of common stock offered is being passed upon for us by Nixon Peabody LLP, Boston, Massachusetts. Richard M. Stein, a partner of Nixon Peabody LLP, is a director and Secretary of Bruker BioSciences. Dewey Ballantine LLP, New York, New York, is counsel for the underwriters in connection with the offering.

EXPERTS

        The consolidated financial statements and schedule of Bruker BioSciences Corporation appearing in Bruker BioSciences Corporation's Current Report on Form 8-K dated December 15, 2006 and Bruker BioSciences Corporation management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, appearing in Bruker BioSciences Corporation's Annual Report (Form 10-K) for the year ended December 31, 2005, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and schedule and management's assessment of effectiveness of internal control over financial reporting are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. You may read and copy any document we file at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings also are available from the SEC's Internet site at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically.

        The SEC allows us to "incorporate by reference" into this prospectus the information we file with them, which means that we can disclose important information to you by referring you to those documents. Any statement contained or incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents listed below:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed on March 14, 2006, as amended on May 1, 2006;



•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed on May 10, 2006;



•

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006;



•

our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 9, 2006;



•

our Current Report on Form 8-K dated April 17, 2006 filed on April 18, 2006;



•

our Current Report on Form 8-K dated June 29, 2006, filed on June 29, 2006;



•

our Current Report on Form 8-K dated July 1, 2006, filed on July 7, 2006, as amended on September 14, 2006;

32

•

our Current Report on Form 8-K dated July 18, 2006, filed on July 24, 2006;



•

our Current Report on Form 8-K dated August 1, 2006, filed on August 7, 2006;



•

our Current Report on Form 8-K dated September 6, 2006, filed on September 12, 2006;



•

our Current Report on Form 8-K dated December 15, 2006, filed on December 15, 2006;



•

our Current Report on Form 8-K dated December 15, 2006, filed on December 18, 2006; and



•

our Registration Statement on Form 8-A, filed on June 20, 2000.

        All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before all of the common stock offered by this prospectus is sold are incorporated by reference in this prospectus from the date of filing of the documents, except for information furnished under Item 9 of Form 8-K, which is not deemed filed and not incorporated by reference herein. Information that we file with the SEC will automatically update and may replace information in this prospectus and information previously filed with the SEC.

        Certain financial information incorporated by reference in this prospectus is presented on a basis different from the basis on which our most recently published financial information is presented and is therefore not comparable to the subsequently published financial information. You should not rely on the Prior Financials in assessing our financial performance or in making an investment decision with respect to this offering. You should instead review carefully and consider the Combined Financials in making an investment decision. For more information, see "Cautionary Note Regarding Financial Information."

        Statements contained in this prospectus as to the contents of any contract, agreement, or other document to which we make reference are not necessarily complete. In each instance, if we have filed a copy of such contract, agreement, or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the matter included. Each statement regarding a contract, agreement, or other document is qualified in all respects by reference to the actual document.

        You may obtain any of these incorporated documents from us without charge, excluding any exhibits to these documents unless the exhibit is specifically incorporated by reference in such document, by requesting them from us in writing or by telephone at the following address:

Bruker BioSciences Corporation
40 Manning Road
Billerica, Massachusetts 01821
Attention: Investor Relations
(978) 663-3660, ext. 1411

        Documents may also be available on our website at www.bruker-biosciences.com. Information contained on our website is not a prospectus and does not constitute part of this prospectus.

33

10,400,000 SHARES

BRUKER BIOSCIENCES CORPORATION

COMMON STOCK

PROSPECTUS

BEAR, STEARNS & CO. INC. UBS INVESTMENT BANK

                       , 2007

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

        The following table sets forth the various expenses payable by the Registrant and the selling stockholders in connection with the distribution of the securities being registered. All of the amounts shown are estimated except the Securities and Exchange Commission registration fee. All expenses shall be effected on a pro rata basis among the selling stockholders of Bruker BioSciences based on the number of shares sold by each in this offering.

SEC registration fee	$	10,135
Printing expenses	$	100,000
Legal fees and expenses	$	325,000
Accounting fees and expenses	$	350,000
Miscellaneous fees and expenses	$	49,865
Total	$	835,000

Item 15.    Indemnification of Directors and Officers.

        Section 145(a) of the General Corporation Law of the State of Delaware ("Delaware Corporation Law") provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, because the person is or was a director or officer of the corporation. Such indemnity may be against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person's conduct was unlawful.

        Section 145(b) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

        Section 145(g) of the Delaware Corporation Law provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

        Section 102(b)(7) of the Delaware Corporation Law provides that a corporation may in its Certificate of Incorporation eliminate or limit the personal liability of a director to the corporation or

II-1

its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation's capital stock); or (iv) for any transaction from which the director derived an improper personal benefit. Article Tenth of our Certificate of Incorporation eliminates such personal liability.

        Article 10 of our By-laws requires that we indemnify any person who is or was serving as our director or officer who is or was involved or threatened to be made so involved in any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving as our director, officer, employee or agent or was serving at our request as a director, officer, employee or agent of any other enterprise against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred if he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. With respect to any action or suit by or in the right of the corporation, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

        The foregoing statements are subject to the detailed provisions of Sections 102(b)(7) and 145 of the Delaware Corporation Law, Article Tenth of our Certificate of Incorporation and Article 10 of our By-laws.

Item 16.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

        The following exhibits are filed herewith or incorporated by reference.

Exhibit Number	Exhibit Description
1.1	Underwriting Agreement.
3.1	Certificate of Incorporation of Bruker BioSciences Corporation. (1)
3.2	Amendment to Certificate of Incorporation of Bruker BioSciences Corporation. (2)
3.3	Bylaws of Bruker BioSciences Corporation. (1)
4.1	Specimen Common Stock Certificate. (3)
5.1	Opinion of Nixon Peabody LLP.
23.1	Consent of Nixon Peabody LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Powers of Attorney. (2)

(1)

Previously filed with the SEC as an annex to and incorporated herein by reference from our Registration Statement on Form S-4, filed on May 1, 2003, as amended May 19, 2003, File No. 333-104885.

II-2

(2)

Previously filed herewith on December 15, 2006.

(3)

Previously filed with the SEC as an exhibit to and incorporated herein by reference from our Registration Statement on Form S-3, filed on March 19, 2004, as amended April 5, 2004 and April 21, 2004, File No. 333-113774.

Item 17.    Undertakings.

(a)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Billerica, Commonwealth of Massachusetts, on January 29, 2007.

BRUKER BIOSCIENCES CORPORATION
By:	/s/  FRANK H. LAUKIEN, PH.D. Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/  FRANK H. LAUKIEN, PH.D. Frank H. Laukien, Ph.D.	Chief Executive Officer and Director (Principal Executive Officer)	January 29, 2007
/s/  WILLIAM J. KNIGHT William J. Knight	Chief Financial Officer (Principal Financial and Accounting Officer)	January 29, 2007
* M. Christopher Canavan, Jr.	Director	January 29, 2007
* Taylor J. Crouch	Director	January 29, 2007
* Daniel S. Dross	Director	January 29, 2007
* Collin D'Silva	Director	January 29, 2007
* Richard D. Kniss	Director	January 29, 2007

II-4

* Jörg Laukien	Director	January 29, 2007
* William A. Linton	Director	January 29, 2007
* Richard M. Stein	Director	January 29, 2007
* Bernhard Wangler	Director	January 29, 2007

*By:
/s/  FRANK H. LAUKIEN, PH.D. Frank H. Laukien, Ph.D.
Attorney-in-fact

II-5

EXHIBIT INDEX

Exhibit Number	Exhibit Description
1.1	Underwriting Agreement.
3.1	Amended Certificate of Incorporation of Bruker BioSciences Corporation. (1)
3.2	Amendment to Certificate of Incorporation of Bruker BioSciences Corporation. (2)
3.3	Bylaws of Bruker BioSciences Corporation. (1)
4.1	Specimen Common Stock Certificate. (3)
5.1	Opinion of Nixon Peabody LLP.
23.1	Consent of Nixon Peabody LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Powers of Attorney. (2)

(1)

Previously filed with the SEC as an annex to and incorporated herein by reference from our Registration Statement on Form S-4, filed on May 1, 2003, as amended May 19, 2003, File No. 333-104885.

(2)

Previously filed herewith on December 15, 2006.

(3)

Previously filed with the SEC as an exhibit to and incorporated herein by reference from our Registration Statement on Form S-3, filed on March 19, 2004, as amended April 5, 2004 and April 21, 2004, File No. 333-113774.

EX-1.1

                                                                     Exhibit 1.1


                         BRUKER BIOSCIENCES CORPORATION


                                10,400,000 Shares


                                  Common Stock


                                ($0.01 Par Value)


                                     FORM OF

                             UNDERWRITING AGREEMENT




                 , 2007




                             UNDERWRITING AGREEMENT


                                                                          , 2007

Bear, Stearns & Co. Inc.
UBS Securities LLC
     AS MANAGING UNDERWRITERS

c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171

Ladies and Gentlemen:

         Bruker Biosciences Corporation, a Delaware corporation (the "COMPANY"),
proposes to issue and sell and the persons named under the caption Selling
Stockholders in Schedule B annexed hereto (the "SELLING STOCKHOLDERS" and
collectively with the Company, the "SELLERS") propose to sell to the
underwriters named in Schedule A annexed hereto (the "UNDERWRITERS"), for whom
you are acting as representative(s), an aggregate of 10,400,000 shares (the
"FIRM SHARES") of Common Stock, $0.01 par value (the "COMMON STOCK"), of the
Company, of which 2,200,000 shares are to be issued and sold by the Company and
an aggregate of 8,200,000 shares are to be sold by the Selling Stockholders in
the respective amounts set forth under the caption "Firm Shares" in SCHEDULE B
annexed hereto. In addition, solely for the purpose of covering over-allotments,
the Sellers propose to grant to the Underwriters the option to purchase from the
Sellers up to an additional 1,560,000 shares of Common Stock (the "ADDITIONAL
SHARES") in the respective maximum amounts set forth under the caption
"Additional Shares" in SCHEDULE B hereto. The Firm Shares and the Additional
Shares are hereinafter collectively sometimes referred to as the "SHARES." The
Shares are described in the Prospectus which is referred to below.

         The Company has prepared and filed, in accordance with the provisions
of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively, the "ACT"), with the Securities and Exchange
Commission (the "COMMISSION") a registration statement on Form S-3 (File No.
333-139406) under the Act, including a prospectus, relating to the Shares, which
registration statement incorporates by reference documents which the Company has
filed, or will file, in accordance with the provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder
(collectively, the "EXCHANGE ACT").

         Except where the context otherwise requires, "REGISTRATION STATEMENT,"
as used herein, means the registration statement, as amended at the time of such
registration statement's effectiveness for purposes of Section 11 of the Act, as
such section applies to the respective Underwriters (the "EFFECTIVE TIME"),
including (i) all documents filed as a part thereof or incorporated or deemed to
be incorporated by reference therein, (ii) any information contained or





incorporated by reference in a prospectus filed with the Commission pursuant to
Rule 424(b) under the Act, to the extent such information is deemed, pursuant to
Rule 430A or Rule 430C under the Act, to be part of the registration statement
at the Effective Time, and (iii) any registration statement filed to register
the offer and sale of Shares pursuant to Rule 462(b) under the Act.

         The Company has furnished to you, for use by the Underwriters and by
dealers in connection with the offering of the Shares, copies of one or more
preliminary prospectuses, and the documents incorporated by reference therein,
relating to the Shares. Except where the context otherwise requires,
"PRELIMINARY PROSPECTUS," as used herein, means each such preliminary
prospectus, in the form so furnished.

         Except where the context otherwise requires, "PROSPECTUS," as used
herein, means the prospectus, relating to the Shares, filed by the Company with
the Commission pursuant to Rule 424(b) under the Act on or before the second
business day after the date hereof (or such earlier time as may be required
under the Act), or, if no such filing is required, the final prospectus included
in the Registration Statement at the time it became effective under the Act, in
each case in the form furnished by the Company to you for use by the
Underwriters and by dealers in connection with the offering of the Shares.

         "PERMITTED FREE WRITING PROSPECTUSES," as used herein, means the
documents listed on SCHEDULE D attached hereto and each "road show" (as defined
in Rule 433 under the Act), if any, related to the offering of the Shares
contemplated hereby that is a "written communication" (as defined in Rule 405
under the Act) (each such road show, an "ELECTRONIC ROAD SHOW"). The
Underwriters have not offered or sold and will not offer or sell, without the
Company's consent, any Shares by means of any "free writing prospectus" (as
defined in Rule 405 under the Act) that is required to be filed by the
Underwriters with the Commission pursuant to Rule 433 under the Act, other than
a Permitted Free Writing Prospectus.

         "DISCLOSURE PACKAGE," as used herein, means the Preliminary Prospectus
as of the Applicable Time (as defined below) as supplemented by the public
offering price of the Shares and the Permitted Free Writing Prospectuses, if
any, listed on SCHEDULE D hereto. For purposes of this Agreement, the
"APPLICABLE TIME" is      P.M. New York City time on the date of this Agreement.

         Any reference herein to the Registration Statement, any Preliminary
Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall be
deemed to refer to and include the documents, if any, incorporated by reference,
or deemed to be incorporated by reference, therein (the "INCORPORATED
DOCUMENTS"), including, unless the context otherwise requires, the documents, if
any, filed as exhibits to such Incorporated Documents. Any reference herein to
the terms "amend," "amendment" or "supplement" with respect to the Registration
Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free
Writing Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act on or after the initial effective date of the
Registration Statement, or the date of such Preliminary Prospectus, the
Prospectus or such Permitted Free Writing Prospectus, as the case may be, and
deemed to be incorporated therein by reference.


                                       2



         As used in this Agreement, "BUSINESS DAY" shall mean a day on which the
New York Stock Exchange (the "NYSE") is open for trading. The terms "herein,"
"hereof," "hereto," "hereinafter" and similar terms, as used in this Agreement,
shall in each case refer to this Agreement as a whole and not to any particular
section, paragraph, sentence or other subdivision of this Agreement. The term
"or," as used herein, is not exclusive.

         The Company, the Selling Stockholders and the Underwriters agree as
follows:

         1. SALE AND PURCHASE. Upon the basis of the representations and
warranties and subject to the terms and conditions herein set forth, the Company
agrees to issue and sell and each of the Selling Stockholders agrees to sell, in
each case severally and not jointly, to the respective Underwriters, and each of
the Underwriters, severally and not jointly, agrees to purchase from the Company
and each Selling Stockholder, the respective number of Firm Shares (subject to
such adjustment as Bear, Stearns & Co. Inc. ("BEAR STEARNS") and UBS Securities
LLC ("UBS") may determine to avoid fractional shares) which bears the same
proportion to the number of Firm Shares to be sold by the Company or by such
Selling Stockholder, as the case may be, as the number of Firm Shares set forth
opposite the name of such Underwriter in SCHEDULE A attached hereto bears to the
total number of Firm Shares, subject to adjustment in accordance with Section 9
hereof, in each case at a purchase price of $    per Share. The Company and each
Selling Stockholder is advised by you that the Underwriters intend (i) to make a
public offering of their respective portions of the Firm Shares as soon after
the effective date of the Registration Statement as in your judgment is
advisable and (ii) initially to offer the Firm Shares upon the terms set forth
in the Prospectus. You may from time to time increase or decrease the public
offering price after the initial public offering to such extent as you may
determine.

         In addition, the Company and the Selling Stockholders, in each case
severally and not jointly, hereby grant to the several Underwriters the option
(the "OVER-ALLOTMENT OPTION") to purchase, and upon the basis of the
representations and warranties and subject to the terms and conditions herein
set forth, the Underwriters shall have the right to purchase, severally and not
jointly, from the Company and the Selling Stockholders, ratably in accordance
with the number of Firm Shares to be purchased by each of them, all or a portion
of the Additional Shares as may be necessary to cover over-allotments made in
connection with the offering of the Firm Shares, at the same purchase price per
share to be paid by the Underwriters to the Company and the Selling Stockholders
for the Firm Shares. The Over-Allotment Option may be exercised by Bear Stearns
and UBS jointly on behalf of the several Underwriters at any time and from time
to time on or before the thirtieth day following the date hereof, by written
notice to the Company and the Selling Stockholders. Such notice shall set forth
the aggregate number of Additional Shares as to which the Over-Allotment Option
is being exercised and the date and time when the Additional Shares are to be
delivered (any such date and time being herein referred to as an "ADDITIONAL
TIME OF PURCHASE"); PROVIDED, HOWEVER, that no additional time of purchase shall
be earlier than the "time of purchase" (as defined below) nor earlier than the
second business day after the date on which the Over-Allotment Option shall have
been exercised nor later than the tenth business day after the date on which the
Over-Allotment Option shall have been exercised. The number of Additional Shares
to be purchased by each Underwriter shall be the number which bears the same
proportion to the aggregate number of Additional Shares being purchased as the
number of Firm Shares set forth opposite the name of such Underwriter on
Schedule A hereto bears to the


                                       3



total number of Firm Shares (subject, in each case, to such adjustment as Bear
Stearns and UBS may determine to eliminate fractional shares), subject to
adjustment in accordance with Section 9 hereof. If, at any time, the
Underwriters purchase a portion of the Additional Shares, the number of
Additional Shares to be sold by each Seller shall be the number which bears the
same proportion to the aggregate number of Additional Shares being sold as the
number of Firm Shares set forth opposite the name of such Seller on SCHEDULE B
hereto bears to the total number of Firm Shares (subject, in each case, to such
adjustment as you may determine to eliminate fractional shares) subject to
adjustment in accordance with Section 9 hereof.

         Pursuant to powers of attorney, which shall be satisfactory to counsel
for the Underwriters, granted by each Selling Stockholder, Frank H. Laukien,
Ph.D. and Richard Stein will act as representatives of the Selling Stockholders.
The foregoing representatives (the "REPRESENTATIVES OF THE SELLING
STOCKHOLDERS") are authorized, on behalf of each Selling Stockholder, to execute
any documents necessary or desirable in connection with the sale of the Shares
to be sold hereunder by each Selling Stockholder, to make delivery of the
certificates of such Shares, to receive the proceeds of the sale of such Shares,
to give receipts for such proceeds, to pay therefrom the expenses to be borne by
each Selling Stockholder in connection with the sale and public offering of the
Shares, to distribute the balance of such proceeds to each Selling Stockholder
in proportion to the number of Shares sold by each Selling Stockholder, to
receive notices on behalf of each Selling Stockholder and to take such other
action as may be necessary or desirable in connection with the transactions
contemplated by this Agreement.

         2. PAYMENT AND DELIVERY. Payment of the purchase price for the Firm
Shares shall be made to the Company and each of the Selling Stockholders by
Federal Funds wire transfer, against delivery of the certificates for the Firm
Shares to you through the facilities of The Depository Trust Company (DTC) for
the respective accounts of the Underwriters. Such payment and delivery shall be
made at 10:00 A.M., New York City time, on         , 2007 (unless another time
shall be agreed to by you and the Company and the Representatives of the Selling
Stockholders or unless postponed in accordance with the provisions of Section 9
hereof). The time at which such payment and delivery are to be made is
hereinafter sometimes called "THE TIME OF PURCHASE." Electronic transfer of the
Firm Shares shall be made to you at the time of purchase in such names and in
such denominations as you shall specify.

         Payment of the purchase price for the Additional Shares shall be made
at the additional time of purchase in the same manner and at the same office as
the payment for the Firm Shares. Electronic transfer of the Additional Shares
shall be made to you at the additional time of purchase in such names and in
such denominations as you shall specify.

         Deliveries of the documents described in Section 7 hereof with respect
to the purchase of the Shares shall be made at the offices of Dewey Ballantine
LLP, 1301 Avenue of the Americas, New York, New York 10019, at 9:00 A.M., New
York City time, on the date of the closing of the purchase of the Firm Shares or
the Additional Shares, as the case may be.


                                       4



         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to and agrees with each of the Underwriters that:

         (a) the Registration Statement has heretofore become effective under
the Act or, with respect to any registration statement to be filed to register
the offer and sale of Shares pursuant to Rule 462(b) under the Act, will be
filed with the Commission and become effective under the Act no later than 10:00
P.M., New York City time, on the date of determination of the public offering
price for the Shares; no stop order of the Commission preventing or suspending
the use of any Preliminary Prospectus or Permitted Free Writing Prospectus, or
the effectiveness of the Registration Statement, has been issued, and no
proceedings for such purpose have been instituted or, to the Company's
knowledge, are contemplated by the Commission;

         (b) the Registration Statement, when it became effective, complied, as
of the date hereof complies and, as amended or supplemented, at the time of
purchase, each additional time of purchase, if any, and at all times during
which a prospectus is required by the Act to be delivered (whether physically or
through compliance with Rule 172 under the Act or any similar rule) in
connection with any sale of Shares, will comply, in all material respects, with
the requirements of the Act; the conditions to the use of Form S-3 in connection
with the offering and sale of the Shares as contemplated hereby have been
satisfied; the Registration Statement did not, as of the Effective Time, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading;
each Preliminary Prospectus complied, at the time it was filed with the
Commission, and complies as of the date hereof, in all material respects, with
the requirements of the Act; at no time during the period that begins on the
earlier of the date of such Preliminary Prospectus and the date such Preliminary
Prospectus was filed with the Commission and ends at the time of purchase did or
will any Preliminary Prospectus, as then amended or supplemented, include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and at no time during such period did or
will any Preliminary Prospectus, as then amended or supplemented, together with
any combination of one or more of the then issued Permitted Free Writing
Prospectuses, if any, include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; the
Prospectus will comply, as of its date, the date that it is filed with the
Commission, the time of purchase, each additional time of purchase, if any, and
at all times during which a prospectus is required by the Act to be delivered
(whether physically or through compliance with Rule 172 under the Act or any
similar rule) in connection with any sale of Shares, in all material respects,
with the requirements of the Act (including, without limitation, Section 10(a)
of the Act); at no time during the period that begins on the earlier of the date
of the Prospectus and the date the Prospectus is filed with the Commission and
ends at the later of the time of purchase, the latest additional time of
purchase, if any, and the end of the period during which a prospectus is
required by the Act to be delivered (whether physically or through compliance
with Rule 172 under the Act or any similar rule) in connection with any sale of
Shares did or will the Prospectus, as then amended or supplemented, include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; at no time during the period that begins
on the date of such Permitted Free Writing Prospectus and ends at the time of
purchase did or will any Permitted Free Writing Prospectus


                                       5



include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; PROVIDED, HOWEVER,
that the Company makes no representation or warranty in this Section 3(b) with
respect to any statement contained in the Registration Statement, any
Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus
in reliance upon and in conformity with information concerning an Underwriter
and furnished in writing by or on behalf of such Underwriter through you to the
Company expressly for use in the Registration Statement, such Preliminary
Prospectus, the Prospectus or such Permitted Free Writing Prospectus; each
Incorporated Document, at the time such document was filed with the Commission
or at the time such document became effective, as applicable, complied, in all
material respects, with the requirements of the Exchange Act and did not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

         (c) prior to the execution of this Agreement, the Company has not,
directly or indirectly, offered or sold any Shares by means of any "prospectus"
(within the meaning of the Act) or used any "prospectus" (within the meaning of
the Act) in connection with the offer or sale of the Shares, in each case other
than the Preliminary Prospectuses and the Permitted Free Writing Prospectuses,
if any; the Company has not, directly or indirectly, prepared, used or referred
to any Permitted Free Writing Prospectus except in compliance with Rules 164 and
433 under the Act; assuming that such Permitted Free Writing Prospectus is so
sent or given after the Registration Statement was filed with the Commission
(and after such Permitted Free Writing Prospectus was, if required pursuant to
Rule 433(d) under the Act, filed with the Commission), the sending or giving, by
any Underwriter, of any Permitted Free Writing Prospectus will satisfy the
provisions of Rule 164 and Rule 433 (without reliance on subsections (b), (c)
and (d) of Rule 164); the conditions set forth in one or more of subclauses (i)
through (iv), inclusive, of Rule 433(b)(1) under the Act are satisfied, and the
registration statement relating to the offering of the Shares contemplated
hereby, as initially filed with the Commission, includes a prospectus that,
other than by reason of Rule 433 or Rule 431 under the Act, satisfies the
requirements of Section 10 of the Act; the Company is not disqualified, by
reason of subsection (f) or (g) of Rule 164 under the Act, from using, in
connection with the offer and sale of the Shares, "free writing prospectuses"
(as defined in Rule 405 under the Act) pursuant to Rules 164 and 433 under the
Act; the Company is not an "ineligible issuer" (as defined in Rule 405 under the
Act) as of the eligibility determination date for purposes of Rules 164 and 433
under the Act with respect to the offering of the Shares contemplated by the
Registration Statement; the parties hereto agree and understand that the content
of any and all "road shows" (as defined in Rule 433 under the Act) related to
the offering of the Shares contemplated hereby is solely the property of the
Company;

         (d) as of the date of this Agreement, the Company has an authorized and
outstanding capitalization as set forth in the Registration Statement, the
Preliminary Prospectuses and the Prospectus in the section entitled "Description
of Capital Stock" and in the section entitled "Capitalization" under the heading
"Actual" (and any similar sections or information, if any, contained in any
Permitted Free Writing Prospectus), and, as of the time of purchase and any
additional time of purchase, as the case may be, the Company shall have an
authorized and outstanding capitalization as set forth in the Registration
Statement, the Preliminary Prospectuses and the Prospectus in the section
entitled "Description of Capital Stock" and in the section


                                       6



entitled "Capitalization" under the heading "As-Adjusted" (and any similar
sections or information, if any, contained in any Permitted Free Writing
Prospectus) (subject, in each case, to the issuance of shares of Common Stock
upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto), each Preliminary
Prospectus and the Prospectus and the grant of options under existing stock
option plans described in the Registration Statement (excluding the exhibits
thereto), each Preliminary Prospectus and the Prospectus); all of the issued and
outstanding shares of capital stock, including the Common Stock, of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable, have been issued in compliance with all federal and state
securities laws and were not issued in violation of any preemptive right, resale
right, right of first refusal or similar right; the Shares are duly listed, and
admitted and authorized for trading, subject to official notice of issuance, on
the Nasdaq Global Market (the "NASDAQ");

         (e) the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own, lease and operate its properties and
conduct its business as described in each of the Registration Statement, the
Preliminary Prospectuses, the Prospectus and the Permitted Free Writing
Prospectuses, if any, to execute and deliver this Agreement and to issue, sell
and deliver the Shares as contemplated herein;

         (f) the Company is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the ownership or
leasing of its properties or the conduct of its business requires such
qualification, except where the failure to be so qualified and in good standing
would not, individually or in the aggregate, have a material adverse effect on
the business, properties, financial condition, results of operation or prospects
of the Company and the Subsidiaries (as hereinafter defined) taken as a whole (a
"MATERIAL ADVERSE EFFECT");

         (g) the Company has no subsidiaries (as defined in the Exchange Act)
other than those set forth on SCHEDULE C hereto (collectively, the
"SUBSIDIARIES"); the Company owns 100% of the outstanding common stock of the
Subsidiaries; other than the capital stock of the Subsidiaries and except as
disclosed in the Registration Statement, the Preliminary Prospectuses and the
Prospectus, the Company does not own, directly or indirectly, any shares of
stock or any other equity or long-term debt securities of any corporation or
have any equity interest in any firm, partnership, joint venture, association or
other entity; complete and correct copies of the certificates of incorporation
and the by-laws of the Company and the Subsidiaries and all amendments thereto
have been delivered to you, and except as set forth in the exhibits to the
Registration Statement no changes therein will be made subsequent to the date
hereof and prior to the time of purchase or, if later, the additional time of
purchase; each Subsidiary has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, with full corporate power and authority to own, lease and operate
its properties and to conduct its business as described in each of the
Registration Statement, the Preliminary Prospectuses, the Prospectus and the
Permitted Free Writing Prospectuses, if any; each Subsidiary is duly qualified
to do business as a foreign corporation and is in good standing in each
jurisdiction where the ownership or leasing of its properties or the conduct of
its business requires such qualification, except where the failure to be so
qualified and in good standing would not, individually or in the aggregate, have
a Material Adverse Effect; all of the outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized


                                       7



and validly issued, are fully paid and non-assessable and (except as otherwise
described in this Section 3(g)) are owned directly or indirectly by the Company
subject to no security interest, other encumbrance or adverse claims other than
foreign ownership restrictions under applicable laws, rules and regulations; and
no options, warrants or other rights to purchase, agreements or other
obligations to issue or other rights to convert any obligation into shares of
capital stock or ownership interests in the Subsidiaries are outstanding;

         (h) the Shares to be sold by the Company pursuant hereto have been duly
and validly authorized and, when issued and delivered against payment therefor
as provided herein, will be duly and validly issued, fully paid and
non-assessable and free of statutory and contractual preemptive rights, resale
rights, rights of first refusal and similar rights; the Shares to be sold by the
Selling Stockholders pursuant hereto have been duly and validly authorized and
issued and are and, after they are delivered against payment therefor as
provided herein, will be fully paid, non-assessable and, pursuant to all
contracts, agreements or other instruments to which the Company is a party, free
of statutory and contractual preemptive rights, resale rights, rights of first
refusal and similar rights;

         (i) the capital stock of the Company, including the Shares, conforms in
all material respects to the description thereof contained in the Registration
Statement, the Preliminary Prospectuses or the Prospectus (or any similar
sections or information, if any, contained in any Permitted Free Writing
Prospectus); and the certificates for the Shares are in due and proper form and
the holders of the Shares will not be subject to personal liability by reason of
being such holders;

         (j) this Agreement has been duly authorized, executed and delivered by
the Company;

         (k) neither the Company nor any of the Subsidiaries is in breach or
violation of or in default under (nor has any event occurred which with notice,
lapse of time or both would result in any breach of, constitute a default under
or give the holder of any indebtedness (or a person acting on such holder's
behalf) the right to require the repurchase, redemption or repayment of all or a
part of such indebtedness under) its respective charter or by-laws, or any
indenture, mortgage, deed of trust, bank loan or credit agreement or other
evidence of indebtedness, or any license, lease, contract or other agreement or
instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or any of their properties may be bound or affected, and the
execution, delivery and performance of this Agreement, the issuance and sale of
the Shares and the consummation of the transactions contemplated hereby will not
conflict with, result in any breach or violation of or constitute a default
under (nor constitute any event which with notice, lapse of time or both would
result in any breach of or constitute a default under) the charter or by-laws of
the Company or any of the Subsidiaries, or any indenture, mortgage, deed of
trust, bank loan or credit agreement or other evidence of indebtedness, or any
license, lease, contract or other agreement or instrument to which the Company
or any of the Subsidiaries is a party or by which any of them or any of their
respective properties may be bound, or any federal, state, local or foreign law,
regulation or rule or any decree, judgment or order applicable to the Company or
any of the Subsidiaries;


                                       8



         (l) the acquisition by the Company of all of all of the outstanding
stock of Bruker Optics Inc. on July 1, 2006 from the Bruker Optics stockholders
in accordance with the terms of the stock purchase agreement dated as of April
17, 2006 by and among the Company, Bruker Optics Inc. and the stockholders of
Bruker Optics Inc. did not conflict with, result in any breach or violation of
or constitute a default under (nor constitute any event which, with notice,
lapse of time or both, would result in any breach or violation of, constitute a
default under or give the holder of any indebtedness (or a person acting on such
holder's behalf) the right to require the repurchase, redemption or repayment of
all or a part of such indebtedness under) the Company's charter or by-laws, or
any indenture, mortgage, deed of trust, bank loan or credit agreement or other
evidence of indebtedness, or any license, lease, contract or other agreement or
instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or any of their properties may be bound or affected, or any
federal, state, local or foreign law, regulation or rule or any decree, judgment
or order applicable to the Company or any of the Subsidiaries including Bruker
Optics Inc.;

         (m) no approval, authorization, consent or order of or filing with any
federal, state, local or foreign governmental or regulatory commission, board,
body, authority or agency is required in connection with the issuance and sale
of the Shares or the consummation by the Company of the transactions
contemplated hereby other than registration of the Shares under the Act, which
has been or will be effected, and any necessary qualification under the
securities or blue sky laws of the various jurisdictions in which the Shares are
being offered by the Underwriters or under the rules and regulations of the
National Association of Securities Dealers, Inc. (the "NASD");

         (n) except as set forth in the Registration Statement, each Preliminary
Prospectus and the Prospectus, (i) no person has the right, contractual or
otherwise, to cause the Company to issue or sell to it any shares of Common
Stock or shares of any other capital stock or other equity interests of the
Company, (ii) no person has any preemptive rights, resale rights, rights of
first refusal or other rights to purchase any shares of Common Stock or shares
of any other capital stock or other equity interests of the Company, and (iii)
no person has the right to act as an underwriter or as a financial advisor to
the Company in connection with the offer and sale of the Shares, in the case of
each of the foregoing clauses (i), (ii) and (iii), whether as a result of the
filing or effectiveness of the Registration Statement or the sale of the Shares
as contemplated thereby or otherwise; no person has the right, contractual or
otherwise, to cause the Company to register under the Act any shares of Common
Stock or shares of any other capital stock or other equity interests of the
Company, or to include any such shares or interests in the Registration
Statement or the offering contemplated thereby, whether as a result of the
filing or effectiveness of the Registration Statement or the sale of the Shares
as contemplated thereby or otherwise;

         (o) each of the Company and the Subsidiaries has all necessary
licenses, authorizations, consents and approvals and has made all necessary
filings required under any federal, state, local or foreign law, regulation or
rule, and has obtained all necessary authorizations, consents and approvals from
other persons, in order to conduct its respective business, except where the
absence of such license, authorization, consent, approval or filing, would not,
individually or in the aggregate, have a Material Adverse Effect; neither the
Company nor any of the Subsidiaries is in violation of, or in default under, or
has received notice of any


                                       9



proceedings relating to revocation or modification of, any such license,
authorization, consent or approval or any federal, state, local or foreign law,
regulation or rule or any decree, order or judgment applicable to the Company or
any of the Subsidiaries, except where such violation, default, revocation or
modification would not, individually or in the aggregate, have a Material
Adverse Effect;

         (p) all legal or governmental proceedings, affiliate transactions,
off-balance sheet transactions (including, without limitation, transactions
related to, and the existence of "variable interest entities" within the meaning
of Financial Accounting Standards Board Interpretation No. 46), contracts,
licenses, agreements, leases or documents of a character required to be
described in the Registration Statement or the Prospectus or to be filed as an
exhibit to the Registration Statement have been so described or filed as
required;

         (q) there are no actions, suits, claims, investigations or proceedings
pending or threatened or, to the Company's knowledge, contemplated to which the
Company or any of the Subsidiaries or any of their respective directors or
officers is a party or of which any of their respective properties is subject at
law or in equity, before or by any federal, state, local or foreign governmental
or regulatory commission, board, body, authority or agency, except any such
action, suit, claim, investigation or proceeding which would not result in a
judgment, decree or order having, individually or in the aggregate, a Material
Adverse Effect or preventing consummation of the transactions contemplated
hereby;

         (r) Ernst & Young LLP, whose report on the consolidated financial
statements of the Company and the Subsidiaries is filed with the Commission as
part of the Registration Statement, the Preliminary Prospectuses and the
Prospectus, are independent registered public accountants as required by the Act
and by the rules of the Public Company Accounting Oversight Board;

         (s) the financial statements included in the Registration Statement,
the Preliminary Prospectuses, the Prospectus, and the Permitted Free Writing
Prospectuses, if any, together with the related notes and schedules, present
fairly the financial position of the Company as of the dates indicated and the
results of operations and cash flows of the Company for the periods specified
and have been prepared in compliance with the requirements of the Act and in
conformity with generally accepted accounting principles applied on a consistent
basis during the periods involved; any pro forma financial statements or data
included in any of the Registration Statement, the Preliminary Prospectuses, the
Prospectus or the Permitted Free Writing Prospectuses, if any, comply with the
requirements of Regulation S-X of the Act, including, without limitation,
Article 11 thereof, and the assumptions used in the preparation of such pro
forma financial statements and data are reasonable, the pro forma adjustments
used therein are appropriate to give effect to the transactions or circumstances
described therein and the pro forma adjustments have been properly applied to
the historical amounts in the compilation of those statements and data; any
other financial and statistical data included in any of the Registration
Statement, the Preliminary Prospectuses, the Prospectus or the Permitted Free
Writing Prospectuses, if any, are accurately presented and prepared on a basis
consistent with the financial statements and books and records of the Company;
there are no financial statements (historical or pro forma) that are required to
be included in the Registration Statement, any Preliminary Prospectus or the
Prospectus (including, without limitation, as required by Rules 3-12


                                       10



or 3-05 or Article 11 of Regulation S-X under the Act) that are not included as
required; the Company does not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations or any
"variable interest entities" within the meaning of the Financial Accounting
Standards Board Interpretation No. 46), not disclosed in the Registration
Statement, each Preliminary Prospectus and the Prospectus; and any "non-GAAP
financial measures" (as such term is defined by the rules and regulations of the
Commission), included in the Registration Statement, the Preliminary
Prospectuses, the Prospectus or the Permitted Free Writing Prospectuses, if any
comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under
the Act, to the extent applicable;

         (t) subsequent to the respective dates as of which information is given
in the Registration Statement, the Preliminary Prospectuses, the Prospectus and
the Permitted Free Writing Prospectuses, if any, in each case excluding any
amendments or supplements to the foregoing made after the execution of this
Agreement, there has not been (i) any material adverse change, or any
development involving a prospective material adverse change, in the business,
properties, management, financial condition or results of operations of the
Company and the Subsidiaries taken as a whole, (ii) any transaction entered into
by the Company or its Subsidiaries which is material to the Company and the
Subsidiaries taken as a whole, (iii) any obligation, direct or contingent
(including any off-balance sheet obligations), incurred by the Company or the
Subsidiaries, which is material to the Company and the Subsidiaries taken as a
whole, (iv) any change in the capital stock or outstanding indebtedness of the
Company or the Subsidiaries or (v) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company;

         (u) the Company has obtained for the benefit of the Underwriters the
agreement (a "LOCK-UP AGREEMENT"), in the form set forth as EXHIBIT A hereto, of
each of the Selling Stockholders and each of its directors and officers;

         (v) neither the Company nor any Subsidiary is, and, after giving effect
to the offering and sale of the Shares, will not be an "investment company" or
an entity "controlled" by an "investment company," as such terms are defined in
the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT");

         (w) neither the Company nor any Subsidiary is and, after giving effect
to the offering and sale of the Shares, will be a "holding company" or a
"subsidiary company" of a "holding company" or an "affiliate" of a "holding
company" or of a "subsidiary company," as such terms are defined in the Public
Utility Holding Company Act of 1935, as amended (the "PUBLIC UTILITY HOLDING
COMPANY ACT");

         (x) Except as disclosed in the Registration Statement, the Preliminary
Prospectuses and the Prospectus, the Company and each of the Subsidiaries has
good and marketable title to all property (real and personal) described in each
of the Registration Statement, the Preliminary Prospectuses, the Prospectus and
the Permitted Free Writing Prospectuses, if any, as being owned by each of them,
free and clear of all liens, claims, security interests or other encumbrances,
except for such liens, claims, security interests or other encumbrances that
would not, individually or in the aggregate, have a Material Adverse Effect; the
property described in each of the Registration Statement, the Preliminary
Prospectuses, the


                                       11



Prospectus and the Permitted Free Writing Prospectuses, if any, as being held
under lease by the Company or a Subsidiary is held thereby under valid,
subsisting and enforceable leases;

         (y) the Company and the Subsidiaries own, or have obtained valid and
enforceable licenses for, or other rights to use, the inventions, patent
applications, patents, trademarks (both registered and unregistered),
tradenames, copyrights, trade secrets and other proprietary information
described in each of the Registration Statement, the Preliminary Prospectuses,
the Prospectus and the Permitted Free Writing Prospectuses, if any, as being
owned or licensed by them or which are necessary for the conduct of their
respective businesses, except where the failure to own, license or have such
rights would not, individually or in the aggregate, have a Material Adverse
Effect (collectively, "INTELLECTUAL PROPERTY"); (i) to the Company's knowledge,
there are no third parties who have or will be able to establish rights to any
Intellectual Property, except for the ownership rights of the owners of the
Intellectual Property which the Registration Statement (excluding the exhibits
thereto), each Preliminary Prospectus and the Prospectus disclose is licensed to
the Company; (ii) to the Company's knowledge, there is no infringement by third
parties of any Intellectual Property; (iii) there is no pending or threatened
action, suit, proceeding or claim by others challenging the Company's rights in
or to any Intellectual Property, and the Company is unaware of any facts which
could form a reasonable basis for any such claim; (iv) there is no pending or
threatened action, suit, proceeding or claim by others challenging the validity
or scope of any Intellectual Property, and the Company is unaware of any facts
which could form a reasonable basis for any such claim; (v) there is no pending
or threatened action, suit, proceeding or claim by others that the Company
infringes or otherwise violates any patent, trademark, copyright, trade secret
or other proprietary rights of others, and the Company is unaware of any facts
which could form a reasonable basis for any such claim; (vi) to the Company's
knowledge, there is no patent or patent application that contains claims that
interfere with the issued or pending claims of any of the Intellectual Property;
and (vii) to the Company's knowledge, there is no prior art that may render any
patent application owned by the Company of the Intellectual Property
unpatentable that has not been disclosed to the U.S. Patent and Trademark
Office;

         (z) neither the Company nor any of the Subsidiaries is engaged in any
unfair labor practice; except for matters which would not, individually or in
the aggregate, have a Material Adverse Effect, (i) there is (A) no unfair labor
practice complaint pending or, to the Company's knowledge after due inquiry,
threatened against the Company or any of the Subsidiaries before the National
Labor Relations Board, and no grievance or arbitration proceeding arising out of
or under collective bargaining agreements is pending or threatened, (B) no
strike, labor dispute, slowdown or stoppage pending or, to the Company's
knowledge after due inquiry, threatened against the Company or any of the
Subsidiaries and (C) no union representation dispute currently existing
concerning the employees of the Company or any of the Subsidiaries, and (ii) to
the Company's knowledge after due inquiry, (A) no union organizing activities
are currently taking place concerning the employees of the Company or any of the
Subsidiaries and (B) there has been no violation of any federal, state, local or
foreign law relating to discrimination in the hiring, promotion or pay of
employees, any applicable wage or hour laws or any provision of the Employee
Retirement Income Security Act of 1974 ("ERISA") or the rules and regulations
promulgated thereunder concerning the employees of the Company or any of the
Subsidiaries;


                                       12



         (aa) the Company and the Subsidiaries and their properties, assets and
operations are in compliance with, and hold all permits, authorizations and
approvals required under, Environmental Laws (as defined below), except to the
extent that failure to so comply or to hold such permits, authorizations or
approvals would not, individually or in the aggregate, have a Material Adverse
Effect; there are no past, present or, to the Company's knowledge, reasonably
anticipated future events, conditions, circumstances, activities, practices,
actions, omissions or plans that could reasonably be expected to give rise to
any material costs or liabilities to the Company or the Subsidiaries under, or
to interfere with or prevent compliance by the Company or the Subsidiaries with,
Environmental Laws; except as would not, individually or in the aggregate, have
a Material Adverse Effect, neither the Company nor any of the Subsidiaries (i)
is the subject of any investigation, (ii) has received any notice or claim,
(iii) is a party to or affected by any pending or threatened action, suit or
proceeding, (iv) is bound by any judgment, decree or order or (v) has entered
into any agreement, in each case relating to any alleged violation of any
Environmental Law or any actual or alleged release or threatened release or
cleanup at any location of any Hazardous Materials (as defined below) (as used
herein, "Environmental Law" means any federal, state, local or foreign law,
statute, ordinance, rule, regulation, order, decree, judgment, injunction,
permit, license, authorization or other binding requirement, or common law,
relating to health, safety or the protection, cleanup or restoration of the
environment or natural resources, including those relating to the distribution,
processing, generation, treatment, storage, disposal, transportation, other
handling or release or threatened release of Hazardous Materials, and "Hazardous
Materials" means any material (including, without limitation, pollutants,
contaminants, hazardous or toxic substances or wastes) that is regulated by or
may give rise to liability under any Environmental Law);

         (bb) all tax returns required to be filed by the Company and each of
the Subsidiaries have been filed, and all taxes and other assessments of a
similar nature (whether imposed directly or through withholding) including any
interest, additions to tax or penalties applicable thereto due or claimed to be
due from such entities have been paid, other than those being contested in good
faith and for which adequate reserves have been provided;

         (cc) the Company and each of the Subsidiaries maintains insurance
covering its properties, operations, personnel and businesses as the Company
deems adequate and as previously disclosed to the Underwriters; such insurance
insures against such losses and risks to an extent which is adequate in
accordance with customary industry practice to protect the Company and the
Subsidiaries and their businesses; all such insurance is fully in force on the
date hereof and will be fully in force at the time of purchase and any
additional time of purchase;

         (dd) neither the Company nor any of the Subsidiaries has sustained
since the date of the last audited financial statements included in the
Registration Statement, the Preliminary Prospectuses and the Prospectus, any
loss or interference with its respective business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree;

         (ee) the Company has not sent or received any communication regarding
termination of, or intent not to renew, any of the contracts or agreements
referred to or described in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any Permitted Free Writing Prospectus, or referred
to or described in, or filed as an exhibit to, the Registration


                                       13



Statement or any Incorporated Document, and no such termination or non-renewal
has been threatened by the Company or, to the Company's knowledge, any other
party to any such contract or agreement;

         (ff) the Company and each of the Subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences;

         (gg) the Company has established and maintains "disclosure controls and
procedures" (as such term is defined in Rule 13a-15 and 15d-15 under the
Exchange Act) and "internal controls over financial reporting" (as such term is
defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure
controls and procedures are designed to ensure that material information
relating to the Company, including its consolidated subsidiaries, is made known
to the Company's Chief Executive Officer and its Chief Financial Officer by
others within those entities, and such disclosure controls and procedures are
effective to perform the functions for which they were established; the
Company's auditors and the Audit Committee of the Board of Directors have been
advised of: (i) all significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting, except for
those that would not be reasonably likely, individually or in the aggregate, to
adversely affect the Company's ability to record, process, summarize and report
financial information; and (ii) any fraud whether or not material, that involves
management or other employees who have a role in the Company's internal
controls; any material weaknesses in internal controls have been identified for
the Company's auditors; since the date of the most recent evaluation of such
disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses;

         (hh) the Company has provided you true, correct, and complete copies of
all documentation pertaining to any extension of credit in the form of a
personal loan made, directly or indirectly, by the Company to any director or
executive officer of the Company, or to any family member or affiliate of any
director or executive officer of the Company; and since July 30, 2002, the
Company has not, directly or indirectly, including through any subsidiary: (i)
extended credit, arranged to extend credit, or renewed any extension of credit,
in the form of a personal loan, to or for any director or executive officer of
the Company, or to or for any family member or affiliate of any director or
executive officer of the Company; or (ii) made any material modification,
including any renewal thereof, to any term of any personal loan to any director
or executive officer of the Company, or any family member or affiliate of any
director or executive officer, which loan was outstanding on July 30, 2002;

         (ii) any statistical and market-related data included in any of the
Registration Statement, the Preliminary Prospectuses, the Prospectus or the
Permitted Free Writing Prospectuses, if any, are based on or derived from
sources that the Company believes to be


                                       14



reliable and accurate, and the Company has obtained the written consent to the
use of such data from such sources to the extent required;

         (jj) neither the Company nor any of the Subsidiaries nor, to the
Company's knowledge, any employee or agent of the Company or the Subsidiaries
has made any payment of funds of the Company or the Subsidiaries or received or
retained any funds in violation of any law, rule or regulation, which payment,
receipt or retention of funds is of a character required to be disclosed in the
Registration Statement, any Preliminary Prospectus, the Prospectus or the
Permitted Free Writing Prospectuses, if any;

         (kk) neither the Company nor any of the Subsidiaries nor any of their
respective directors, officers, affiliates or controlling persons has taken,
directly or indirectly, any action designed, or which has constituted or might
reasonably be expected to cause or result in, under the Exchange Act or
otherwise, the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares;

         (ll) to the Company's knowledge after due inquiry, there are no
affiliations or associations between any member of the NASD and any of the
Company's officers, directors or 5% or greater securityholders, except as set
forth in the Registration Statement, the Preliminary Prospectuses and the
Prospectus;

         (mm) The Company and the Subsidiaries and any of the officers and
directors of the Company and any of the Subsidiaries, in their capacities as
such, are in compliance in all material respects with the provisions of the
Sarbanes Oxley Act of 2002 and the rules and regulations promulgated thereunder;
and

         In addition, any certificate signed by any officer of the Company or
any of the Subsidiaries and delivered to the Underwriters or counsel for the
Underwriters in connection with the offering of the Shares shall be deemed to be
a representation and warranty by the Company or Subsidiary, as the case may be,
as to matters covered thereby, to each Underwriter.

         4. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each
Selling Stockholder, severally and not jointly, represents and warrants to each
Underwriter that:

         (a) such Selling Stockholder now is and, at the time of delivery of
such Shares (whether the time of purchase or additional time of purchase, as the
case may be) will be, the lawful owner of the number of Shares to be sold by
such Selling Stockholder pursuant to this Agreement and has and, at the time of
delivery thereof, will have valid and marketable title to such Shares, and upon
delivery of and payment for such Shares (whether at the time of purchase or the
additional time of purchase, as the case may be), the Underwriters will acquire
valid and marketable title to such Shares free and clear of any claim, lien,
encumbrance, security interest, community property right, restriction on
transfer or other defect in title;

         (b) such Selling Stockholder has and at the time of delivery of such
Shares (whether the time of purchase or additional time of purchase, as the case
may be) will have, full legal right, power and capacity, and any approval
required by law (other than those imposed by the Act and the securities or blue
sky laws of certain jurisdictions), to sell, assign, transfer and deliver such
Shares in the manner provided in this Agreement;


                                       15



         (c) this Agreement and the Custody Agreement among American Stock
Transfer & Trust Company, as custodian, and the Selling Stockholders (the
"CUSTODY AGREEMENT") have been duly executed and delivered by such Selling
Stockholder and each is a legal, valid and binding agreement of such Selling
Stockholder enforceable in accordance with its terms;

         (d) such Selling Stockholder has reviewed carefully the Registration
Statement, each Preliminary Prospectus, the Prospectus and the Permitted Free
Writing Prospectuses, if any, and the Registration Statement, as to information
relating to such Selling Stockholder, did not, as of the Effective Time, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading;
at no time during the period that begins on the earlier of the date of such
Preliminary Prospectus and the date such Preliminary Prospectus was filed with
the Commission and ends at the time of purchase did or will any Preliminary
Prospectus, as then amended or supplemented, as to information relating to such
Selling Stockholder in such Preliminary Prospectus, include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and at no time during such period did or will any
Preliminary Prospectus, as then amended or supplemented, together with any
combination of one or more of the then issued Permitted Free Writing
Prospectuses, if any, in each case as to information relating to such Selling
Stockholder, include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; at no time during
the period that begins on the earlier of the date of the Prospectus and the date
the Prospectus is filed with the Commission and ends at the later of the time of
purchase, the latest additional time of purchase, if any, and the end of the
period during which a prospectus is required by the Act to be delivered (whether
physically or through compliance with Rule 172 under the Act or any similar
rule) in connection with any sale of Shares did or will the Prospectus, as then
amended or supplemented, as to information relating to such Selling Stockholder
in the Prospectus, include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; at no
time during the period that begins on the date of such Permitted Free Writing
Prospectus and ends at the time of purchase did or will any Permitted Free
Writing Prospectus, as to information relating to such Selling Stockholder in
such Permitted Free Writing Prospectus, include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;

         (e) such Selling Stockholder has duly and irrevocably authorized the
Representatives of the Selling Stockholders, on behalf of such Selling
Stockholder, to execute and deliver this Agreement and any other document
necessary or desirable in connection with the transactions contemplated thereby
and to deliver the Shares to be sold by such Selling Stockholder and receive
payment therefor pursuant hereto;

         (f) the sale of such Selling Stockholder's Shares pursuant to this
Agreement is not prompted by any information concerning the Company which is not
set forth in the


                                       16



Registration Statement (excluding the exhibits thereto), each Preliminary
Prospectus and the Prospectus;

         (g) the Shares to be sold by such Selling Stockholder pursuant hereto
have been duly and validly authorized and issued and are and, after they are
delivered against payment therefor as provided herein, will be fully paid,
non-assessable and free of statutory and contractual preemptive rights, resale
rights, rights of first refusal and similar rights; and

         (h) at the time of purchase, all stock transfer or other taxes (other
than income taxes) which are required to be paid in connection with the sale and
transfer of the Shares to be sold by such Selling Stockholder to the several
Underwriters hereunder will have been fully paid or provided for by such Selling
Stockholder and all laws imposing such taxes will have been fully complied with.

         5. CERTAIN COVENANTS.

         (a) The Company hereby agrees:

                  (i) to furnish such information as may be required and
         otherwise to cooperate in qualifying the Shares for offering and sale
         under the securities or blue sky laws of such states or other
         jurisdictions as you may designate and to maintain such qualifications
         in effect so long as you may request for the distribution of the
         Shares; PROVIDED that the Company shall not be required to qualify as a
         foreign corporation or to consent to the service of process under the
         laws of any such jurisdiction (except service of process with respect
         to the offering and sale of the Shares); and to promptly advise you of
         the receipt by the Company of any notification with respect to the
         suspension of the qualification of the Shares for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose;

                  (ii) to make available to the Underwriters in New York City,
         as soon as practicable after the Registration Statement becomes
         effective, and thereafter from time to time to furnish to the
         Underwriters, as many copies of the Prospectus (or of the Prospectus as
         amended or supplemented if the Company shall have made any amendments
         or supplements thereto after the effective date of the Registration
         Statement) as the Underwriters may request for the purposes
         contemplated by the Act; in case any Underwriter is required to deliver
         (whether physically or through compliance with Rule 172 under the Act
         or any similar rule) a prospectus after the nine-month period referred
         to in Section 10(a)(3) of the Act in connection with the sale of the
         Shares, the Company will prepare, at its expense, promptly upon request
         such amendment or amendments to the Registration Statement and the
         Prospectus as may be necessary to permit compliance with the
         requirements of Section 10(a)(3) of the Act;

                  (iii) if, at the time this Agreement is executed and
         delivered, it is necessary for the Registration Statement or any
         post-effective amendment thereto to be declared effective before the
         offering of the Shares may commence, the Company will endeavor to cause
         the Registration Statement or such post effective amendment to become
         effective as soon as possible and the Company will advise you promptly
         and, if requested by you,


                                       17



         will confirm such advice in writing, (i) when the Registration
         Statement and any such post-effective amendment thereto has become
         effective, and (ii) if Rule 430A under the Act is used, when the
         Prospectus is filed with the Commission pursuant to Rule 424(b) under
         the Act (which the Company agrees to file in a timely manner under such
         Rule);

                  (iv) to advise you promptly, confirming such advice in
         writing, of any request by the Commission for amendments or supplements
         to the Registration Statement, any Preliminary Prospectus or the
         Prospectus or for additional information with respect thereto, or of
         notice of institution of proceedings for, or the entry of a stop order,
         suspending the effectiveness of the Registration Statement and, if the
         Commission should enter a stop order suspending the effectiveness of
         the Registration Statement, to use its best efforts to obtain the
         lifting or removal of such order as soon as possible; to advise you
         promptly of any proposal to amend or supplement the Registration
         Statement, any Preliminary Prospectus or the Prospectus, and to provide
         you and Underwriters' counsel copies of any such documents for review
         and comment a reasonable amount of time prior to any proposed filing
         and to file no such amendment or supplement to which you shall object
         in writing;

                  (v) subject to Section 5(a)(iv) hereof, to file promptly all
         reports and any definitive proxy or information statement required to
         be filed by the Company with the Commission in order to comply with the
         Exchange Act subsequent to the date of the Prospectus and for so long
         as the delivery of a prospectus is required (whether physically or
         through compliance with Rule 172 under the Act or any similar rule) in
         connection with the offering or sale of the Shares; to provide you with
         a copy of such reports and statements and other documents to be filed
         by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act
         during such period a reasonable amount of time prior to any proposed
         filing, and to notify you of such filing;

                  (vi) if necessary or appropriate, to file a registration
         statement pursuant to Rule 462(b) under the Act;

                  (vii) to advise the Underwriters promptly of the happening of
         any event within the time during which a prospectus relating to the
         Shares is required to be delivered (whether physically or through
         compliance with Rule 172 under the Act or any similar rule) which could
         require the making of any change in the Prospectus then being used so
         that the Prospectus would not include an untrue statement of material
         fact or omit to state a material fact necessary to make the statements
         therein, in the light of the circumstances under which they are made,
         not misleading, and during such time, subject to Section 5(a)(iv)
         hereof, to promptly prepare, file with the Commission and furnish to
         the Underwriters, each, at the Company's expense, such amendments or
         supplements to such Prospectus as may be necessary to reflect any such
         change;

                  (viii) to make generally available to its security holders,
         and to deliver to you, an earnings statement of the Company (which will
         satisfy the provisions of Section 11(a) of the Act) covering a period
         of twelve months beginning after the effective date of the Registration
         Statement (as defined in Rule 158(c) of the Act) as soon as is
         reasonably


                                       18



         practicable after the termination of such twelve-month period but not
         later than May 13, 2008;

                  (ix) to furnish to its shareholders as soon as practicable
         after the end of each fiscal year an annual report (including a
         consolidated balance sheet and statements of income, shareholders'
         equity and cash flow of the Company and the Subsidiaries for such
         fiscal year, accompanied by a copy of the certificate or report thereon
         of nationally recognized independent certified public accountants);

                  (x) to furnish to you four copies of the Registration
         Statement, as initially filed with the Commission, and of all
         amendments thereto (including all exhibits thereto and documents
         incorporated by reference therein) and sufficient copies of the
         foregoing (other than exhibits) for distribution of a copy to each of
         the other Underwriters;

                  (xi) to furnish to you promptly and, upon request, to each of
         the other Underwriters for a period of five years from the date of this
         Agreement (i) copies of any reports or other communications which the
         Company shall send to its stockholders or shall from time to time
         publish or publicly disseminate, (ii) copies of all annual, quarterly
         and current reports filed with the Commission on Forms 10-K, 10-Q and
         8-K, or such other similar forms as may be designated by the
         Commission, (iii) copies of documents or reports filed with any
         national securities exchange on which any class of securities of the
         Company is listed, and (iv) such other information as you may
         reasonably request regarding the Company or the Subsidiaries;

                  (xii) to furnish to you as early as practicable prior to the
         time of purchase, and any additional time of purchase, as the case may
         be, but not later than two business days prior thereto, a copy of the
         latest available unaudited interim and monthly consolidated financial
         statements, if any, of the Company and the Subsidiaries which have been
         read by the Company's independent registered public accountants, as
         stated in their letter to be furnished pursuant to Section 7(j) hereof;

                  (xiii) to apply the net proceeds from the sale of the Shares
         in the manner set forth under the caption "Use of Proceeds" in the
         Prospectus;

                  (xiv) to comply with Rule 433(d) under the Act (without
         reliance on Rule 164(b) under the Act) and with Rule 433(g) under the
         Act.

                  (xv) not to sell, offer to sell, contract or agree to sell,
         hypothecate, pledge, grant any option to purchase or otherwise dispose
         of or agree to dispose of, directly or indirectly, any Common Stock or
         securities convertible into or exchangeable or exercisable for Common
         Stock or warrants or other rights to purchase Common Stock or any other
         securities of the Company that are substantially similar to Common
         Stock, or file or cause to be declared effective a registration
         statement under the Act relating to the offer and sale of any shares of
         Common Stock or securities convertible into or exercisable or
         exchangeable for Common Stock or other rights to purchase Common Stock
         or any other securities of the Company that are substantially similar
         to Common Stock for a period of 180 days after the date hereof (the
         "LOCK-UP PERIOD"), without the prior written consent


                                       19



         of Bear Stearns and UBS, except that except that if (i) during the
         period that begins on the date that is 15 calendar days plus three
         business days before the last day of the 180-day restricted period and
         ends on the last day of the 180-day restricted period, the Company
         issues an earnings release or material news or a material event
         relating to the Company occurs, or (ii) prior to the expiration of the
         180-day restricted period, the Company announces that it will release
         earnings results during the 16-day period beginning on the last day of
         the 180-day period, the restrictions imposed by this section shall
         continue to apply until the expiration of the date that is 15 calendar
         days plus three business days after the date on which the issuance of
         the earnings release or the material news or material event occurs,
         provided however, this provision will not apply if, within three days
         of the termination of the 180-day restricted period, the Company
         delivers to Bear Stearns and UBS a certificate, signed by the Chief
         Financial Officer or Chief Executive Officer of the Company, certifying
         on behalf of the Company that the Company's shares of Common Stock are,
         as of the date of delivery of such certificate, "actively trading
         securities," as defined in Regulation M, 17 CFR 242.101(c)(1) (such
         notice shall be delivered in accordance with Section 13 hereof). This
         section shall not apply to (i) the registration of the Shares and the
         sales to the Underwriters pursuant to this Agreement, (ii) issuances of
         Common Stock upon the exercise of options or warrants disclosed as
         outstanding in the Registration Statement, each Preliminary Prospectus
         and the Prospectus, (iii) the issuance of employee stock options not
         exercisable during the Lock-Up Period pursuant to stock option plans
         described in the Registration Statement, each Preliminary Prospectus
         and the Prospectus; and (iv) the issuance of up to an aggregate of
         1,000,000 shares of Common Stock in connection with an acquisition,
         strategic licensing arrangement, corporate partnering transaction or
         similar extraordinary corporate transaction; provided that the
         recipient(s) of such shares agrees in writing with the Underwriters
         prior to the issuance of such shares not to sell, offer to sell,
         contract or agree to sell, hypothecate, pledge, grant any option to
         purchase or otherwise dispose of or agree to dispose of, directly or
         indirectly, any of the shares of Common Stock during the Lock-Up
         Period.;

                  (xvi) to use its best efforts to cause the Common Stock to be
         listed for quotation on the NASDAQ;

                  (xvii) to maintain a transfer agent and, if necessary under
         the jurisdiction of incorporation of the Company, a registrar for the
         Common Stock; and

                  (xviii) Upon the written request of any Underwriter, the
         Company shall (i) furnish to such Underwriter, a certification, as
         contemplated by and in compliance with Treasury regulations section
         1.897-2(h), that as of the time of purchase, any additional time of
         purchase, or such other date as may be specified in such request, the
         Shares are not United States real property interests as defined in
         section 897(c)(1) of the Internal Revenue Code of 1986, as amended,
         (ii) file such certification with the Internal Revenue Service in the
         manner and within the time period specified in Treasury regulations
         section 1.897-2(h) and (iii) promptly after such filing, furnish to the
         Underwriter that has requested such certification, as the case may be,
         proof of such filing.

         (b) The Company and the Selling Stockholders, jointly and severally,
hereby agree:


                                       20



                  (i) to pay all costs, expenses, fees and taxes in connection
         with (i) the preparation and filing of the Registration Statement, each
         Preliminary Prospectus, the Prospectus, each Permitted Free Writing
         Prospectus and any amendments or supplements thereto, and the printing
         and furnishing of copies of each thereof to the Underwriters and to
         dealers (including costs of mailing and shipment), (ii) the
         registration, issue, sale and delivery of the Shares including any
         stock or transfer taxes and stamp or similar duties payable upon the
         sale, issuance or delivery of the Shares to the Underwriters, (iii) the
         producing, word processing and/or printing of this Agreement, any
         Agreement Among Underwriters, any dealer agreements, any Powers of
         Attorney and any closing documents (including compilations thereof) and
         the reproduction and/or printing and furnishing of copies of each
         thereof to the Underwriters and (except closing documents) to dealers
         (including costs of mailing and shipment), (iv) the qualification of
         the Shares for offering and sale under state or foreign laws and the
         determination of their eligibility for investment under state or
         foreign law as aforesaid (including the reasonable legal fees and
         filing fees and other reasonable disbursements of counsel for the
         Underwriters) and the printing and furnishing of copies of any blue sky
         surveys or legal investment surveys to the Underwriters and to dealers,
         (v) any listing of the Shares on any securities exchange or
         qualification of the Shares for quotation on NASDAQ and any
         registration thereof under the Exchange Act, (vi) any filing for review
         of the public offering of the Shares by the NASD, including the
         reasonable legal fees and filing fees and other reasonable
         disbursements of counsel to the Underwriters, (vii) the fees and
         disbursements of any transfer agent or registrar for the Shares, (viii)
         the costs and expenses of the Company relating to presentations or
         meetings undertaken in connection with the marketing of the offering
         and sale of the Shares to prospective investors and the Underwriters'
         sales forces, including, without limitation, expenses associated with
         the production of road show slides and graphics, fees and expenses of
         any consultants engaged in connection with the road show presentations,
         travel, lodging and other expenses incurred by the officers of the
         Company and any such consultants, and the cost of any aircraft
         chartered in connection with the road show, and (ix) the performance of
         the Company's other obligations hereunder; provided, that the foregoing
         shall not prevent the Company and the Selling Stockholders to allocate
         responsibility for the above expenses among themselves.

         (c) The Selling Stockholders hereby agree:

                  (i) to deliver to the Underwriters, prior to at the time of
         purchase, a properly completed and executed United States Treasury
         Department Form W-9 (or other applicable form or statement specified by
         Treasury Department regulations in lieu thereof) in order to document
         the Underwriters' compliance with the reporting and withholding
         provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with
         respect to the transactions contemplated herein;

                  (ii) not to sell, offer to sell, contract or agree to sell,
         hypothecate, pledge, grant any option to purchase or otherwise dispose
         of or agree to dispose of, directly or indirectly, any Common Stock or
         securities convertible into or exchangeable or exercisable for Common
         Stock or warrants or other rights to purchase Common Stock or any other
         securities of the Company that are substantially similar to Common
         Stock, or file or


                                       21



         cause to be declared effective a registration statement under the Act
         relating to the offer and sale of any shares of Common Stock or
         securities convertible into or exercisable or exchangeable for Common
         Stock or other rights to purchase Common Stock or any other securities
         of the Company that are substantially similar to Common Stock for a
         period of 180 days after the date hereof (the "LOCK-UP PERIOD"),
         without the prior written consent of Bear Stearns and UBS, except that
         except that if (i) during the period that begins on the date that is 15
         calendar days plus three business days before the last day of the
         180-day restricted period and ends on the last day of the 180-day
         restricted period, the Company issues an earnings release or material
         news or a material event relating to the Company occurs, or (ii) prior
         to the expiration of the 180-day restricted period, the Company
         announces that it will release earnings results during the 16-day
         period beginning on the last day of the 180-day period, the
         restrictions imposed by this section shall continue to apply until the
         expiration of the date that is 15 calendar days plus three business
         days after the date on which the issuance of the earnings release or
         the material news or material event occurs, provided however, this
         provision will not apply if, within three days of the termination of
         the 180-day restricted period, the Company delivers to Bear Stearns and
         UBS a certificate, signed by the Chief Financial Officer or Chief
         Executive Officer of the Company, certifying on behalf of the Company
         that the Company's shares of Common Stock are, as of the date of
         delivery of such certificate, "actively trading securities," as defined
         in Regulation M, 17 CFR 242.101(c)(1) (such notice shall be delivered
         in accordance with Section 13 hereof). This section shall not apply to
         (i) the registration of the Shares and the sales to the Underwriters
         pursuant to this Agreement, (ii) issuances of Common Stock upon the
         exercise of options or warrants disclosed as outstanding in the
         Registration Statement, each Preliminary Prospectus and the Prospectus,
         and (iii) the issuance of employee stock options not exercisable during
         the Lock-Up Period pursuant to stock option plans described in the
         Registration Statement, each Preliminary Prospectus and the Prospectus;
         and

                  (iii) to advise the Underwriters promptly of the happening of
         any event within the time during which a prospectus relating to the
         Shares is required to be delivered under the Act (whether physically or
         through compliance with Rule 172 under the Act or any similar rule)
         which could require the making of any change in the Registration
         Statement, any Preliminary Prospectus, the Prospectus or the Permitted
         Free Writing Prospectuses, if any, then being used so that the
         Registration Statement, any Preliminary Prospectus, the Prospectus and
         the Permitted Free Writing Prospectuses, if any, would not include an
         untrue statement of material fact or omit to state a material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they are made, not misleading.

         6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the Shares are not
delivered for any reason other than the termination of this Agreement pursuant
to the fifth paragraph of Section 8 hereof or the default by one or more of the
Underwriters in its or their respective obligations hereunder, the Company and
the Selling Stockholders, jointly and severally, shall, in addition to paying
the amounts described in Section 5(b)(i) hereof, reimburse the Underwriters for
all of their out-of-pocket expenses, including the fees and disbursements of
their counsel.


                                       22





         7. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of
the Underwriters hereunder are subject to the accuracy of the representations
and warranties on the part of the Company and the Selling Stockholders on the
date hereof, at the time of purchase and, if applicable, at the additional time
of purchase, the performance by the Company and each of the Selling Stockholders
of its obligations hereunder and to the following additional conditions
precedent:

                  (a) The Company and the Selling Stockholders shall furnish to
         you at the time of purchase and, if applicable, at the additional time
         of purchase, an opinion of Nixon Peabody LLP, counsel for the Company,
         addressed to the Underwriters, and dated the time of purchase or the
         additional time of purchase, as the case may be, with reproduced copies
         for each of the other Underwriters and in form and substance
         satisfactory to Dewey Ballantine LLP, counsel for the Underwriters, in
         the form set forth in EXHIBIT B hereto.

                  (b) The Company shall furnish to you at the time of purchase
         and, if applicable, at the additional time of purchase, the opinion of
         Ward and Olivo, special counsel for the Company with respect to patents
         and proprietary rights, addressed to the Underwriters, and dated the
         time of purchase or the additional time of purchase, as the case may
         be, and in form and substance satisfactory to Dewey Ballantine LLP,
         counsel for the Underwriters, in the form set forth in EXHIBIT C
         hereto.

                  (c) The Company shall furnish to you at the time of purchase
         and, if applicable, at the additional time of purchase, the opinion of
         Kohler, Schmid, Moebus, special counsel for the Company with respect to
         patents and proprietary rights, addressed to the Underwriters, and
         dated the time of purchase or the additional time of purchase, as the
         case may be, and in form and substance satisfactory to Dewey Ballantine
         LLP, counsel for the Underwriters, in the form set forth in EXHIBIT C-1
         hereto.

                  (d) The Company shall furnish to you at the time of purchase
         and, if applicable, at the additional time of purchase, the letter from
         Kudirka LLP, special counsel for the Company with respect to patents
         and proprietary rights, dated the time of purchase or the additional
         time of purchase, as the case may be, and in form and substance
         satisfactory to Dewey Ballantine LLP, counsel for the Underwriters, in
         the form set forth in EXHIBIT C-2 hereto; and the Company shall have
         furnished to you a certificate of its Chief Executive Officer relating
         to certain intellectual property matters in a form reasonably
         satisfactory to Dewey Ballantine LLP, counsel for the Underwriters.

                  (e) The Company shall furnish to you at the time of purchase
         and, if applicable, at the additional time of purchase, the certificate
         of Dr. Arne Kasten, officer of the Company, with respect to patents and
         proprietary rights, addressed to the Underwriters, and dated the time
         of purchase or the additional time of purchase, as the case may be, and
         in form and substance satisfactory to Dewey Ballantine LLP, counsel for
         the Underwriters, in the form set forth in EXHIBIT C-3 hereto

                  (f) The Company shall furnish to you at the time of purchase
         and, if applicable, at the additional time of purchase, the opinion of
         Dr. H. Kessler & Partner,


                                       23



         Bremen, counsel for Bruker Daltonik GmbH, addressed to the
         Underwriters, and dated the time of purchase or the additional time of
         purchase, as the case may be, and in form and substance satisfactory to
         Dewey Ballantine LLP, counsel for the Underwriters, in the form set
         forth in EXHIBIT D hereto.

                  (g) The Company shall furnish to you at the time of purchase
         and, if applicable, at the additional time of purchase, the opinion of
         Rechtsanwalte Schwaninger & Schmale, counsel for Bruker AXS GmbH,
         addressed to the Underwriters, and dated the time of purchase or the
         additional time of purchase, as the case may be, and in form and
         substance satisfactory to Dewey Ballantine LLP, counsel for the
         Underwriters, in the form set forth in EXHIBIT D-1 hereto.

                  (h) You shall have received from Ernst & Young LLP letters
         dated, respectively, the date of this Agreement, the date of the
         Prospectus, the time of purchase and, if applicable, the additional
         time of purchase, and addressed to the Underwriters (with reproduced
         copies for each of the Underwriters) in the forms heretofore approved
         by Bear Stearns and UBS.

                  (i) You shall have received at the time of purchase and, if
         applicable, at the additional time of purchase, the favorable opinion
         of Dewey Ballantine LLP, counsel for the Underwriters, dated the time
         of purchase or the additional time of purchase, as the case may be, as
         to the matters referred to in subparagraphs (4), (5), (8) (with respect
         to the Shares only), (9), (10) and the last subparagraph of EXHIBIT B.

                  (j) No Prospectus or amendment or supplement to the
         Registration Statement or the Prospectus, including documents deemed to
         be incorporated by reference therein, shall have been filed to which
         you object in writing.

                  (k) The Registration Statement shall become effective not
         later than 5:30 P.M. New York City time on the date of this Agreement
         and, if Rule 430A under the Act is used, the Prospectus shall have been
         filed with the Commission pursuant to Rule 424(b) under the Act at or
         before 5:30 P.M., New York City time, on the second full business day
         after the date of this Agreement.

                  (l) Prior to and at the time of purchase, and, if applicable,
         the additional time of purchase, (i) no stop order with respect to the
         effectiveness of the Registration Statement shall have been issued
         under the Act or proceedings initiated under Section 8(d) or 8(e) of
         the Act; (ii) the Registration Statement and all amendments thereto
         shall not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading; (iii) none of the
         Preliminary Prospectuses or the Prospectus, and no amendment or
         supplement thereto, shall include an untrue statement of a material
         fact or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         are made, not misleading; (iv) no Disclosure Package, and no amendment
         or supplement thereto, shall include an untrue statement of a material
         fact or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         are made, not misleading; and (v) none of the Permitted


                                       24



         Free Writing Prospectuses, if any, shall include an untrue statement of
         a material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they are made, not misleading.

                  (m) Between the time of execution of this Agreement and the
         time of purchase or the additional time of purchase, as the case may
         be, no material adverse change or any development involving a
         prospective material adverse change in the business, properties,
         management, financial condition or results of operations of the Company
         and the Subsidiaries taken as a whole shall occur or become known;

                  (n) The Company will, at the time of purchase and, if
         applicable, at the additional time of purchase, deliver to you a
         certificate of its Chief Executive Officer and its Chief Financial
         Officer to the form attached as EXHIBIT E hereto.

                  (o) The Company will, at the time of purchase and, if
         applicable, at the additional time of purchase, deliver to you a
         certificate of its Chief Financial Officer to the form attached as
         EXHIBIT F hereto. The Company will, at the time of purchase and, if
         applicable, at the additional time of purchase, deliver to you a
         certificate of the Controller of Bruker Optics, Inc. to the form
         attached as EXHIBIT G hereto.

                  (p) You shall have received signed Lock-Up Agreements referred
         to in Section 3(u) hereof.

                  (q) The Company and the Selling Stockholders shall have
         furnished to you such other documents and certificates as to the
         accuracy and completeness of any statement in the Registration
         Statement, any Preliminary Prospectus, the Prospectus or any Permitted
         Free Writing Prospectus as of the time of purchase and, if applicable,
         the additional time of purchase, as you may reasonably request.

                  (r) The Shares shall have been approved for quotation on
         NASDAQ, subject only to notice of issuance at or prior to the time of
         purchase or the additional time of purchase, as the case may be.

                  (s) The Selling Stockholders will at the time of purchase and
         the additional time of purchase, as the case may be deliver to you a
         certificate of the Representatives of the Selling Stockholders to the
         effect that the representations and the warranties of the Selling
         Stockholders as set forth in this Agreement are true and correct as of
         each such date.

         8. EFFECTIVE DATE OF AGREEMENT; TERMINATION. This Agreement shall
become effective (i) if Rule 430A under the Act is not used, when you shall have
received notification of the effectiveness of the Registration Statement, or
(ii) if Rule 430A under the Act is used, when the parties hereto have executed
and delivered this Agreement.

         The obligations of the several Underwriters hereunder shall be subject
to termination in the absolute discretion of Bear Stearns and UBS, jointly, or
any group of Underwriters (which may include Bear Stearns and/or UBS) which has
agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1)
since the time of execution of this Agreement or the earlier


                                       25



respective dates as of which information is given in the Registration Statement,
the Preliminary Prospectuses, the Prospectus or the Permitted Free Writing
Prospectuses, if any, there has been any material adverse change or any
development involving a prospective material adverse change in the business,
properties, management, financial condition or results of operation of the
Company and the Subsidiaries taken as a whole, which would, in Bear Stearns and
UBS' judgment or in the judgment of such group of Underwriters, make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Shares on the terms and in the manner contemplated in the Registration
Statement, the Preliminary Prospectuses, the Prospectus or the Permitted Free
Writing Prospectuses, if any, or (2) since the time of execution of this
Agreement, there shall have occurred: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange, the American
Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in
trading in the Company's securities on the NASDAQ; (iii) a general moratorium on
commercial banking activities declared by either federal or New York State
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; (iv) an outbreak or
escalation of hostilities or acts of terrorism involving the United States or a
declaration by the United States of a national emergency or war; or (v) any
other calamity or crisis or any change in financial, political or economic
conditions in the United States or elsewhere, if the effect of any such event
specified in clause (iv) or (v) in Bear Stearns and UBS' judgment or in the
judgment of such group of Underwriters makes it impracticable or inadvisable to
proceed with the public offering or the delivery of the Shares on the terms and
in the manner contemplated in the Registration Statement, the Preliminary
Prospectuses, the Prospectus or the Permitted Free Writing Prospectuses, if any,
or (3) since the time of execution of this Agreement there shall have occurred
any downgrading, or any notice or announcement shall have been given or made of
(i) any intended or potential downgrading or (ii) any watch, review or possible
change that does not indicate an affirmation or improvement, in the rating
accorded any securities of or guaranteed by the Company or any Subsidiary by any
"nationally recognized statistical rating organization," as that term is defined
in Rule 436(g)(2) under the Act.

         If Bear Stearns and UBS, jointly, or any group of Underwriters elects
to terminate this Agreement as provided in this Section 8, the Company, the
Representatives of the Selling Stockholders and each other Underwriter shall be
notified promptly in writing.

         If the sale to the Underwriters of the Shares, as contemplated by this
Agreement, is not carried out by the Underwriters for any reason permitted under
this Agreement or if such sale is not carried out because the Company or the
Selling Stockholders, as the case may be, shall be unable to comply with any of
the terms of this Agreement, the Company or the Selling Stockholders, as the
case may be, shall not be under any obligation or liability under this Agreement
(except to the extent provided in Sections 6, 7 and 10 hereof), and the
Underwriters shall be under no obligation or liability to the Company and the
Selling Stockholders under this Agreement (except to the extent provided in
Section 10 hereof) or to one another hereunder.

         9. INCREASE IN UNDERWRITERS' COMMITMENTS. Subject to Sections 7 and 8
hereof, if any Underwriter shall default in its obligation to take up and pay
for the Firm Shares to be purchased by it hereunder (otherwise than for a
failure of a condition set forth in Section 7 hereof or a reason sufficient to
justify the termination of this Agreement under the provisions of Section 8
hereof) and if the number of Firm Shares which all Underwriters so defaulting
shall


                                       26



have agreed but failed to take up and pay for does not exceed 10% of the total
number of Firm Shares, the non-defaulting Underwriters shall take up and pay for
(in addition to the aggregate number of Firm Shares they are obligated to
purchase pursuant to Section 1 hereof) the number of Firm Shares agreed to be
purchased by all such defaulting Underwriters, as hereinafter provided. Such
Shares shall be taken up and paid for by such non-defaulting Underwriters in
such amount or amounts as you may designate with the consent of each Underwriter
so designated or, in the event no such designation is made, such Shares shall be
taken up and paid for by all non-defaulting Underwriters pro rata in proportion
to the aggregate number of Firm Shares set forth opposite the names of such
non-defaulting Underwriters in SCHEDULE A.

         Without relieving any defaulting Underwriter from its obligations
hereunder, the Company and each of the Selling Stockholders agrees with the
non-defaulting Underwriters that it will not sell any Firm Shares hereunder
unless all of the Firm Shares are purchased by the Underwriters (or by
substituted Underwriters selected by you with the approval of the Company or
selected by the Company with your approval).

         If a new Underwriter or Underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provision, the Company or you shall have the right
to postpone the time of purchase for a period not exceeding five business days
in order that any necessary changes in the Registration Statement and the
Prospectus and other documents may be effected.

         The term Underwriter as used in this Agreement shall refer to and
include any Underwriter substituted under this Section 9 with like effect as if
such substituted Underwriter had originally been named in SCHEDULE A.

         If the aggregate number of Firm Shares which the defaulting Underwriter
or Underwriters agreed to purchase exceeds 10% of the total number of Firm
Shares which all Underwriters agreed to purchase hereunder, and if neither the
non-defaulting Underwriters nor the Company shall make arrangements within the
five business day period stated above for the purchase of all the Firm Shares
which the defaulting Underwriter or Underwriters agreed to purchase hereunder,
this Agreement shall terminate without further act or deed and without any
liability on the part of the Company to any non-defaulting Underwriter and
without any liability on the part of any non-defaulting Underwriter to the
Company. Nothing in this paragraph, and no action taken hereunder, shall relieve
any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

         10. INDEMNITY AND CONTRIBUTION.

                  (a) The Company agrees to indemnify, defend and hold harmless
         each Underwriter, its partners, directors and officers and "affiliates"
         (within the meaning of Rule 405 under the Act), and any person who
         controls any Underwriter within the meaning of Section 15 of the Act or
         Section 20 of the Exchange Act, and the successors and assigns of all
         of the foregoing persons, from and against any loss, damage, expense,


                                       27



         liability or claim (including the reasonable cost of investigation)
         which, jointly or severally, any such Underwriter or any such person
         may incur under the Act, the Exchange Act, the common law or otherwise,
         insofar as such loss, damage, expense, liability or claim arises out of
         or is based upon (i) any untrue statement or alleged untrue statement
         of a material fact contained in the Registration Statement (or in the
         Registration Statement as amended by any post-effective amendment
         thereof by the Company) or arises out of or is based upon any omission
         or alleged omission to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading,
         (ii) any untrue statement or alleged untrue statement of a material
         fact included in any Prospectus (the term Prospectus for the purpose of
         this Section 10 being deemed to include any Preliminary Prospectus, the
         Prospectus and any amendments or supplements to the foregoing), in any
         Permitted Free Writing Prospectus, in any "issuer information" (as
         defined in Rule 433 under the Act) of the Company, which "issuer
         information" is required to be, or is, filed with the Commission, or in
         any Prospectus together with any combination of one or more of the
         Permitted Free Writing Prospectuses, if any, or arises out of or is
         based upon any omission or alleged omission to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, except, with
         respect to such Prospectus or Permitted Free Writing Prospectus,
         insofar as any such loss, damage, expense, liability or claim arises
         out of or is based upon any untrue statement or alleged untrue
         statement of a material fact contained in, and in conformity with
         information concerning such Underwriter furnished in writing by or on
         behalf of such Underwriter through you to the Company expressly for use
         in, such Prospectus or Permitted Free Writing Prospectus or arises out
         of or is based upon any omission or alleged omission to state a
         material fact in such Prospectus or Permitted Free Writing Prospectus
         in connection with such information, which material fact was not
         contained in such information and which material fact was necessary in
         order to make the statements in such information, in the light of the
         circumstances under which they were made, not misleading, (iii) any
         untrue statement or alleged untrue statement made by the Company in
         Section 3 hereof or the failure by the Company to perform when and as
         required any agreement or covenant contained herein, or (iv) any untrue
         statement or alleged untrue statement of any material fact contained in
         any audio or visual materials provided by the Company or based upon
         written information furnished by or on behalf of the Company including,
         without limitation, slides, videos, films or tape recordings used in
         connection with the marketing of the Shares.

                  (b) the Selling Stockholders, jointly and severally, agree to
         indemnify, defend and hold harmless each Underwriter, its partners,
         directors and officers and "affiliates" (within the meaning of Rule 405
         under the Act), and any person who controls any Underwriter within the
         meaning of Section 15 of the Act or Section 20 of the Exchange Act, and
         the successors and assigns of all of the foregoing persons, from and
         against any loss, damage, expense, liability or claim (including the
         reasonable cost of investigation) which, jointly or severally, any such
         Underwriter or any such person may incur under the Act, the Exchange
         Act, the common law or otherwise, insofar as such loss, damage,
         expense, liability or claim arises out of or is based upon (i) any
         untrue statement or alleged untrue statement of a material fact
         contained in the Registration Statement (or in the Registration
         Statement as amended by any post-effective amendment thereof by the
         Company), as such Registration Statement relates to such Selling
         Stockholder, or arises out of or is based upon any omission or alleged
         omission to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading, (ii) any


                                       28



         untrue statement or alleged untrue statement of a material fact
         included in any Prospectus, in any Permitted Free Writing Prospectus or
         in any Prospectus together with any combination of one or more of the
         Permitted Free Writing Prospectuses, if any, in each case as such
         document(s) relate to such Selling Stockholder, or arises out of or is
         based upon any omission or alleged omission to state a material fact
         necessary in order to make the statements therein not misleading or
         (iii) any untrue statement or alleged untrue statement made by such
         Selling Stockholder in Section 4 hereof or the failure by such Selling
         Stockholder to perform when and as required any agreement or covenant
         contained herein; provided that no Selling Stockholder shall be
         responsible, pursuant to this indemnity for losses, expenses, liability
         or claims for an amount in excess of the proceeds to be received by
         such Selling Stockholder (before deducting expenses) from the sale of
         the Shares hereunder.

         If any action, suit or proceeding (each, a "Proceeding") is brought
against an Underwriter or any such person in respect of which indemnity may be
sought against the Company or any Selling Stockholder pursuant to the foregoing
paragraph, such Underwriter or such person shall promptly notify the Company and
the Representatives of the Selling Stockholders in writing of the institution of
such Proceeding and the Company or such Selling Stockholder, as the case may be,
shall assume the defense of such Proceeding, including the employment of counsel
reasonably satisfactory to such indemnified party and payment of all fees and
expenses; provided, however, that the omission to so notify the Company or the
Representative of the Selling Stockholders shall not relieve the Company or such
Selling Stockholder from any liability which the Company or such Selling
Stockholder may have to any Underwriter or any such person or otherwise if the
Company or the Selling Stockholder is not materially prejudiced by such delay.
Such Underwriter or such person shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such Underwriter or of such person unless the employment of such
counsel shall have been authorized in writing by the Company or such Selling
Stockholder in connection with the defense of such Proceeding or the Company or
such Selling Stockholder shall not have, within a reasonable period of time in
light of the circumstances, employed counsel to have charge of the defense of
such Proceeding or such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are different
from, additional to or in conflict with those available to the Company or such
Selling Stockholder (in which case the Company or such Selling Stockholder shall
not have the right to direct the defense of such Proceeding on behalf of the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the Company or such Selling Stockholder and paid as incurred
(it being understood, however, that the Company or such Selling Stockholder
shall not be liable for the expenses of more than one separate counsel (in
addition to any local counsel) in any one Proceeding or series of related
Proceedings in the same jurisdiction representing the indemnified parties who
are parties to such Proceeding). The Company or such Selling Stockholder shall
not be liable for any settlement of any Proceeding effected without its written
consent but if settled with the written consent of the Company or such Selling
Stockholder, the Company or such Selling Stockholder agrees to indemnify and
hold harmless any Underwriter and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second sentence of this paragraph, then the indemnifying
party agrees that it


                                       29



shall be liable for any settlement of any Proceeding effected without its
written consent if (i) such settlement is entered into more than 60 business
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall not have fully reimbursed the indemnified party in
accordance with such request prior to the date of such settlement and (iii) such
indemnified party shall have given the indemnifying party at least 30 days'
prior notice of its intention to settle. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any
pending or threatened Proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such Proceeding and does not include an admission of fault, culpability or a
failure to act, by or on behalf of such indemnified party.

                  (c) Each Underwriter severally agrees to indemnify, defend and
         hold harmless the Company, its directors and officers, each Selling
         Stockholder and any person who controls the Company within the meaning
         of Section 15 of the Act or Section 20 of the Exchange Act, and the
         successors and assigns of all of the foregoing persons, from and
         against any loss, damage, expense, liability or claim (including the
         reasonable cost of investigation) which, jointly or severally, the
         Company, any Selling Stockholder or any such person may incur under the
         Act, the Exchange Act, the common law or otherwise, insofar as such
         loss, damage, expense, liability or claim arises out of or is based
         upon (i) any untrue statement or alleged untrue statement of a material
         fact contained in, and in conformity with information concerning such
         Underwriter furnished in writing by or on behalf of such Underwriter
         through you to the Company expressly for use in, the Registration
         Statement (or in the Registration Statement as amended by any
         post-effective amendment thereof by the Company), or arises out of or
         is based upon any omission or alleged omission to state a material fact
         in such Registration Statement in connection with such information,
         which material fact was not contained in such information and which
         material fact was required to be stated in such Registration Statement
         or was necessary to make such information not misleading or (ii) any
         untrue statement or alleged untrue statement of a material fact
         contained in, and in conformity with information concerning such
         Underwriter furnished in writing by or on behalf of such Underwriter
         through you to the Company expressly for use in, a Prospectus or a
         Permitted Free Writing Prospectus, or arises out of or is based upon
         any omission or alleged omission to state a material fact in such
         Prospectus or Permitted Free Writing Prospectus in connection with such
         information, which material fact was not contained in such information
         and which material fact was necessary in order to make the statements
         in such information, in the light of the circumstances under which they
         were made, not misleading.

         If any Proceeding is brought against the Company, any Selling
Stockholder or any such person in respect of which indemnity may be sought
against any Underwriter pursuant to the foregoing paragraph, the Company, any
Selling Stockholder or such person shall promptly notify such Underwriter in
writing of the institution of such Proceeding and such Underwriter shall assume
the defense of such Proceeding, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and expenses;
provided, however, that the omission to so notify such Underwriter shall not
relieve such Underwriter from any


                                       30



liability which such Underwriter may have to the Company, any Selling
Stockholder or any such person or otherwise if the Underwriter is not materially
prejudiced by such delay. The Company, any Selling Stockholder or such person
shall have the right to employ its own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of the Company, any Selling
Stockholder or such person unless the employment of such counsel shall have been
authorized in writing by such Underwriter in connection with the defense of such
Proceeding or such Underwriter shall not have, within a reasonable period of
time in light of the circumstances, employed counsel to defend such Proceeding
or such indemnified party or parties shall have reasonably concluded that there
may be defenses available to it or them which are different from or additional
to or in conflict with those available to such Underwriter (in which case such
Underwriter shall not have the right to direct the defense of such Proceeding on
behalf of the indemnified party or parties, but such Underwriter may employ
counsel and participate in the defense thereof but the fees and expenses of such
counsel shall be at the expense of such Underwriter), in any of which events
such fees and expenses shall be borne by such Underwriter and paid as incurred
(it being understood, however, that such Underwriter shall not be liable for the
expenses of more than one separate counsel (in addition to any local counsel) in
any one Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such Proceeding). No
Underwriter shall be liable for any settlement of any such Proceeding effected
without the written consent of such Underwriter but if settled with the written
consent of such Underwriter, such Underwriter agrees to indemnify and hold
harmless the Company, any Selling Stockholder and any such person from and
against any loss or liability by reason of such settlement. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 business days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement and (iii) such indemnified party shall have given the indemnifying
party at least 30 days' prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened Proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such Proceeding.

                  (d) If the indemnification provided for in this Section 10 is
         unavailable to an indemnified party under subsections (a), (b) or (c)
         of this Section 10 or insufficient to hold an indemnified party
         harmless in respect of any losses, damages, expenses, liabilities or
         claims referred to therein, then each applicable indemnifying party
         shall contribute to the amount paid or payable by such indemnified
         party as a result of such losses, damages, expenses, liabilities or
         claims (i) in such proportion as is appropriate to reflect the relative
         benefits received by the Company and the Selling Stockholder on the one
         hand and the Underwriters on the other hand from the offering of the
         Shares or (ii) if the allocation provided by clause (i) above is not
         permitted by applicable law, in such proportion as is appropriate to
         reflect not only the relative benefits referred to in clause (i) above
         but also the relative fault of the Company and the Selling Stockholders
         on the one hand and of the Underwriters on the other in connection with
         the


                                       31



         statements or omissions which resulted in such losses, damages,
         expenses, liabilities or claims, as well as any other relevant
         equitable considerations. The relative benefits received by the Company
         and the Selling Stockholders on the one hand and the Underwriters on
         the other shall be deemed to be in the same respective proportions as
         the total proceeds from the offering (net of underwriting discounts and
         commissions but before deducting expenses) received by the Company and
         the Selling Stockholders and the total underwriting discounts and
         commissions received by the Underwriters, bear to the aggregate public
         offering price of the Shares. The relative fault of the Company and the
         Selling Stockholders on the one hand and of the Underwriters on the
         other shall be determined by reference to, among other things, whether
         the untrue statement or alleged untrue statement of a material fact or
         omission or alleged omission relates to information supplied by the
         Company and/or the Selling Stockholders or by the Underwriters and the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. The
         amount paid or payable by a party as a result of the losses, damages,
         expenses, liabilities and claims referred to in this subsection shall
         be deemed to include any legal or other fees or expenses reasonably
         incurred by such party in connection with investigating, preparing to
         defend or defending any Proceeding.

                  (e) The Company, the Selling Stockholders and the Underwriters
         agree that it would not be just and equitable if contribution pursuant
         to this Section 10 were determined by pro rata allocation (even if the
         Underwriters were treated as one entity for such purpose) or by any
         other method of allocation that does not take account of the equitable
         considerations referred to in subsection (d) above. Notwithstanding the
         provisions of this Section 10, no Underwriter shall be required to
         contribute any amount in excess of the amount by which the total price
         at which the Shares underwritten by such Underwriter and distributed to
         the public were offered to the public exceeds the amount of any damage
         which such Underwriter has otherwise been required to pay by reason of
         such untrue statement or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Act) shall be entitled to
         contribution from any person who was not guilty of such fraudulent
         misrepresentation. The Underwriters' obligations to contribute pursuant
         to this Section 10 are several in proportion to their respective
         underwriting commitments and not joint.

                  (f) The indemnity and contribution agreements contained in
         this Section 10 and the covenants, warranties and representations of
         the Company and the Selling Stockholders contained in this Agreement
         shall remain in full force and effect regardless of any investigation
         made by or on behalf of any Underwriter, its partners, directors,
         officers or "affiliates" (within the meaning of Rule 405 under the Act)
         or any person (including each partner, officer or director of such
         person) who controls any Underwriter within the meaning of Section 15
         of the Act or Section 20 of the Exchange Act, or by or on behalf of the
         Company, its directors or officers, any Selling Stockholder or any
         person who controls the Company within the meaning of Section 15 of the
         Act or Section 20 of the Exchange Act, and shall survive any
         termination of this Agreement or the issuance and delivery of the
         Shares. The Company, each of the Selling Stockholders and each
         Underwriter agree promptly to notify each other of the commencement of
         any Proceeding against it and, in the case of the Company or the
         Selling Stockholders, against any of the Company's or Selling
         Stockholder's officers or directors, as the case may be, in connection
         with the issuance and sale of the Shares, or in connection with the
         Registration Statement, any Preliminary Prospectus, the Prospectus or
         any Permitted Free Writing Prospectus.


                                       32



         11. INFORMATION FURNISHED BY THE UNDERWRITERS. The statements set forth
in the last paragraph on the cover page of the Prospectus and the statements set
forth in the fifth, sixth, twelfth, thirteenth, fourteenth, fifteenth,
sixteenth, seventeenth and eighteenth paragraphs under the caption
"Underwriting" in the Prospectus, only insofar as such statements relate to the
amount of the selling concession and reallowance or to over-allotment and
stabilization activities that may be undertaken by the Underwriters constitute
the only information furnished by or on behalf of the Underwriters as such
information is referred to in Sections 3 and 10 hereof.

         12. NOTICES. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by telegram and, if to
the Underwriters, shall be sufficient in all respects if delivered or sent to
UBS Securities LLC, 299 Park Avenue, New York, N.Y. 10171-0026, Attention:
Syndicate Department and Bear, Stearns & Co., Inc., 383 Madison Avenue, New
York, New York 10179, Attention: Stephen Parish, Senior Managing Director,
Equity Capital Markets; if to the Company, shall be sufficient in all respects
if delivered or sent to the Company at the offices of the Company at 40 Manning
Road, Billerica, Massachusetts 01821, Attention: Frank H. Laukien, Ph.D.; and if
to the Selling Stockholders, shall be sufficient in all respects if delivered or
sent to the Representatives of the Selling Stockholders at Nixon Peabody LLP,
101 Federal Street, Boston, Massachusetts, Attention: Richard Stein.

         13. GOVERNING LAW; CONSTRUCTION. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement ("CLAIM"), directly or indirectly, shall be
governed by, and construed in accordance with, the laws of the State of New
York. The section headings in this Agreement have been inserted as a matter of
convenience of reference and are not a part of this Agreement.

         14. SUBMISSION TO JURISDICTION. Except as set forth below, no Claim may
be commenced, prosecuted or continued in any court other than the courts of the
State of New York located in the City and County of New York or in the United
States District Court for the Southern District of New York, which courts shall
have jurisdiction over the adjudication of such matters, and the Company
consents to the jurisdiction of such courts and personal service with respect
thereto. The Company and each of the Selling Stockholders hereby consents to
personal jurisdiction, service and venue in any court in which any Claim arising
out of or in any way relating to this Agreement is brought by any third party
against Bear Stearns and/or UBS or any indemnified party. Each of Bear Stearns,
UBS, the Selling Stockholders and the Company (on its behalf and, to the extent
permitted by applicable law, on behalf of its stockholders and affiliates)
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based upon contract, tort or otherwise) in any way arising out of or
relating to this Agreement. The Company and each of the Selling Stockholders
agrees that a final judgment in any such action, proceeding or counterclaim
brought in any such court shall be conclusive and binding upon the Company and
may be enforced in any other courts to the jurisdiction of which the Company is
or may be subject, by suit upon such judgment.

         15. PARTIES AT INTEREST. The Agreement herein set forth has been and is
made solely for the benefit of the Underwriters, the Selling Stockholders and
the Company and to the extent provided in Section 11 hereof the controlling
persons, directors, officers and affiliates referred to in such Section, and
their respective successors, assigns, heirs, personal


                                       33



representatives and executors and administrators. No other person, partnership,
association or corporation (including a purchaser, as such purchaser, from any
of the Underwriters) shall acquire or have any right under or by virtue of this
Agreement.

         16. NO FIDUCIARY RELATIONSHIP. The Company and the Selling Stockholders
each hereby acknowledge that the Underwriters are acting solely as underwriters
in connection with the purchase and sale of the Company's securities. The
Company and the Selling Stockholders each further acknowledge that the
Underwriters are acting pursuant to a contractual relationship created solely by
this Agreement entered into on an arm's length basis, and in no event do the
parties intend that the Underwriters act or be responsible as a fiduciary to the
Company or any Selling Stockholder, their respective management, stockholders or
creditors or any other person in connection with any activity that the
Underwriters may undertake or have undertaken in furtherance of the purchase and
sale of the Company's securities, either before or after the date hereof. The
Underwriters hereby expressly disclaim any fiduciary or similar obligations to
the Company or any Selling Stockholder, either in connection with the
transactions contemplated by this Agreement or any matters leading up to such
transactions, and the Company and the Selling Stockholders each hereby confirm
their understanding and agreement to that effect. The Company, the Selling
Stockholders and the Underwriters agree that they are each responsible for
making their own independent judgments with respect to any such transactions and
that any opinions or views expressed by the Underwriters to the Company or any
Selling Stockholder regarding such transactions, including, but not limited to,
any opinions or views with respect to the price or market for the Company's
securities, do not constitute advice or recommendations to the Company or any
Selling Stockholder. The Company, the Selling Stockholders and the Underwriters
agree that the Underwriters are acting as principal and not the agent or
fiduciary of the Company and the Selling Stockholders and no Underwriter has
assumed, and no Underwriter will assume, any advisory responsibility in favor of
the Company or any Selling Stockholder with respect to the transactions
contemplated hereby or the process leading thereto (irrespective of whether any
Underwriter has advised or is currently advising the Company or any Selling
Stockholder on other matters). The Company and the Selling Stockholders each
hereby waive and release, to the fullest extent permitted by law, any claims
that the Company or any Selling Stockholder may have against the Underwriters
with respect to any breach or alleged breach of any fiduciary, advisory or
similar duty to the Company or any Selling Stockholder in connection with the
transactions contemplated by this Agreement or any matters leading up to such
transactions.

         17. COUNTERPARTS. This Agreement may be signed by the parties in one or
more counterparts which together shall constitute one and the same agreement
among the parties.

         18. SUCCESSORS AND ASSIGNS. This Agreement has been and is made solely
for the benefit of the Underwriters, the Company and the Selling Stockholders
and their respective successors, executors, administrators, heirs and assigns,
and the officers, directors and controlling persons referred to herein, and no
other person will have any right or obligation hereunder. The term "successors"
shall not include any purchaser of the Shares merely because of such persons.

         19. MISCELLANEOUS. UBS, an indirect, wholly owned subsidiary of UBS AG,
is not a bank and is separate from any affiliated bank, including any U.S.
branch or agency of UBS AG.


                                       34



Because UBS is a separately incorporated entity, it is solely responsible for
its own contractual obligations and commitments, including obligations with
respect to sales and purchases of securities. Securities sold, offered or
recommended by UBS are not deposits, are not insured by the Federal Deposit
Insurance Corporation, are not guaranteed by a branch or agency, and are not
otherwise an obligation or responsibility of a branch or agency.


                                       35



         If the foregoing correctly sets forth the understanding among the
Company, the Selling Stockholders and the Underwriters, please so indicate in
the space provided below for the purpose, whereupon this agreement and your
acceptance shall constitute a binding agreement among the Company, the Selling
Stockholders and the Underwriters, severally, in accordance with its terms.

                                       Very truly yours,

                                       BRUKER BIOSCIENCES CORPORATION


                                       By:
                                           ------------------------------------
                                           Name:  Frank H. Laukien
                                           Title: Chairman, President and Chief
                                                  Executive Officer



                                       THE SELLING STOCKHOLDERS NAMED IN
                                       SCHEDULE B ATTACHED HERETO


                                       By:
                                           ------------------------------------
                                           Richard M. Stein
                                           Attorney-in-Fact



                                       36



Accepted and agreed to as of the
date first above written, on
behalf of themselves
and the other several Underwriters
named in Schedule A

BEAR, STEARNS & CO. INC.
UBS SECURITIES LLC


By: BEAR, STEARNS & CO. INC.



By:
    ------------------------------------
    Name:
    Title:


By:  UBS SECURITIES LLC



By:
    ------------------------------------
    Name:
    Title:



By:
    ------------------------------------
    Name:
    Title:






                                   SCHEDULE A
                                   ----------


                                                                 Number of
UNDERWRITER                                                     FIRM SHARES
- -----------                                                     -----------
BEAR, STEARNS & CO. INC.
UBS SECURITIES LLC





                        Total........................            10,400,000
                                                                 ==========



                                       1



                                   SCHEDULE B
                                   ----------





                                     NUMBER OF                NUMBER OF
SELLERS                             FIRM SHARES           ADDITIONAL SHARES
- -------                             -----------           -----------------
                                                     
Company                              2,200,000                 330,000

SELLING STOCKHOLDERS:
- ---------------------

Isolde Laukien-Kleiner               2,200,000                 330,000
Marc Laukien                         2,600,000                 390,000
Dirk Laukien                         1,700,000                 255,000
Jorg Laukien                         1,700,000                 255,000

                                    ----------               ---------
    Total...................        10,400,000               1,560,000
                                    ==========               =========




                                       1





                                   SCHEDULE C
                                   ----------




SUBSIDIARY                                        JURISDICTION OF INCORPORATION
- ----------                                        -----------------------------
                                               
Bruker AXS Inc.                                   Delaware, USA
Bruker Daltonics Inc.                             Delaware, USA
Bruker Optics Inc.                                Delaware, USA
Bruker BioSciences Security Corp.                 Massachusetts, USA
Bruker AXS GmbH                                   Germany
Bruker AXS K.K. (5)                               Japan
Bruker AXS B.V. (5)                               The Netherlands
Bruker do Brasil Ltda. (1)                        Brazil
Bruker AXS Ltd. (1)                               United Kingdom
Bruker AXS SAS (1)                                France
Bruker AXS S.r.l. (1)                             Italy
Bruker AXS Pte Ltd (Singapore) (1)                Singapore
Bruker Austria GmbH (1)                           Austria
Bruker South Africa (Pty) Ltd. (1)                South Africa
Bruker Polska Sp. Z o.o. (1)                      Poland
Bruker AXS Microanalysis GmbH                     Germany
Roentec UK Ltd. (4)                               United Kingdom
Baltic Scientific Instruments Ltd. (2)            Latvia
InCoaTec GmbH (3)                                 Germany
Bruker Quantron GmbH (1)                          Germany
Bruker AXS Analytical Instruments
   Pvt. Ltd. (1)                                  India
Bruker Daltonics NBC Detection Corp.              Massachusetts, USA
Bruker BioSciences Korea Co., Ltd.                South Korea
Bruker BioSciences Espanola S.A.                  Spain
Bruker Daltonics Ltd.                             England
Bruker Daltonique S.A.                            France
Bruker Daltonics K.K.                             Japan
Bruker Daltonics GmbH                             Switzerland
Bruker Daltonics Scandinavia AB                   Sweden
Bruker Daltonik GmbH                              Germany
Bruker Daltonics LTD                              Canada
Bruker Daltonics S.r.l.                           Italy
Bruker Daltonics Pte Ltd (Singapore)              Singapore
Bruker BioSciences Pty. Ltd.                      Australia
Bruker Daltonics B.V.                             The Netherlands
Bruker Daltonics SPRL/BVBA                        Belgium
Bruker Daltonics Taiwan                           Taiwan
Bruker Optik GmbH                                 Germany
Bruker Optique SA (6)                             France
Bruker Optics AB (6)                              Sweden
Bruker Optics S.r.l. (6)                          Italy
Bruker Optics GmbH                                Switzerland
Bruker Optics Ltd.                                Canada
Bruker Optik Asia Pacific Limited (6)             Hong Kong
Bruker Instruments Ltd. (6)                       China
Bruker Optics Taiwan Ltd. (8)                     Taiwan
Bruker Optik Southeast Asia (8)                   Singapore
Bruker Optics Ltd.                                United Kingdom
Bruker Optics K.K.                                Japan
Bruker Optics B.V. (6)                            The Netherlands
Bruker Optics Korea (7)                           South Korea
Interspectra OU (9)                               Estonia

(1)  These entities are indirect subsidiaries of Bruker AXS Inc. ("BAXS"). Each
     is a wholly-owned subsidiary of Bruker AXS GmbH; Bruker AXS GmbH, in turn,
     is a 90% owned subsidiary of BAXS and a 10% owned subsidiary of Bruker
     BioSciences Corporation.

(2)  Baltic Scientific Instruments Ltd. ("BSI") is an indirect subsidiary of
     BAXS. BSI is 75.5% owned by Bruker AXS GmbH.

(3) InCoaTec GmbH ("InCoaTec") is an indirect subsidiary of BAXS. InCoaTec
    is 51% owned by Bruker AXS GmbH.

(4)  Roentec UK Ltd. is a wholly-owned subsidiary of Bruker AXS Microanalysis
     GmbH.

(5)  These entities are wholly-owned subsidiaries of BAXS.

(6)  These entities are indirect subsidiaries of Bruker Optics Inc. ("BOPT").
     Each is a wholly-owned subsidiary of Bruker Optik GmbH; Bruker Optik GmbH
     is, in turn, a wholly-owned subsidiary of BOPT.

(7)  Bruker Optics Korea is an indirect subsidiary of BOPT. It is a wholly-owned
     subsidiary of Bruker Optics K.K.; Bruker Optics K.K. is, in turn, a
     wholly-owned subsidiary of BOPT.

(8)  These entities are indirect subsidiaries of BOPT. Each is a wholly-owned
     subsidiary of Bruker Optik Asia Pacific Limited; Bruker Optik Asia Pacific
     Limited is, in turn, a wholly-owned subsidiary of Bruker GmbH.

(9)  Interspectra OU is an indirect subsidiary of BOPT. Interspectra is 76%
     owned by Bruker Optik GmbH.




                                       1




                                   SCHEDULE D
                                   ----------


                       PERMITTED FREE WRITING PROSPECTUSES




                                       1




                                    EXHIBIT A
                                   ----------


                         BRUKER BIOSCIENCES CORPORATION


                                  Common Stock

                                 $0.01 Par Value


                                                             December ____, 2006


UBS Securities LLC
Bear, Stearns & Co. Inc.
As Representative of the several Underwriters

c/o UBS Securities LLC
     299 Park Avenue
     New York, New York 10171

c/o Bear, Stearns & Co. Inc.
     383 Madison Avenue
     New York, New York 10179

Ladies and Gentlemen:

This Lock-Up Letter Agreement is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") to be entered
into by Bruker Biosciences Corporation (the "Company"), certain selling
shareholders and you, as Representative of the several Underwriters named
therein, with respect to the public offering (the "Offering") of Common Stock,
par value $0.01 per share, of the Company (the "Common Stock").

In order to induce you to enter into the Underwriting Agreement, the undersigned
agrees that for a period from the date of the Preliminary Prospectus until 180
days after the date of the final prospectus relating to the Offering the
undersigned will not, without the prior written consent of Bear Stearns and UBS,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or file (or participate in the filing of) a registration
statement with the Securities and Exchange Commission (the "Commission") in
respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission promulgated thereunder with respect to, any Common Stock of the
Company or any securities convertible into or exercisable or exchangeable for
Common Stock, or warrants or other rights to purchase Common Stock, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock, or
warrants or other rights to purchase Common Stock, whether any such transaction
is to be settled by delivery of Common Stock or such other securities, in cash
or otherwise, or (iii) publicly announce an


                                      A-1



intention to effect any transaction specified in clause (i) or (ii). The
foregoing sentence shall not apply to (a) the registration of or sale to the
Underwriters of any Common Stock pursuant to the Offering and the Underwriting
Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing
with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement
and confirm that he, she or it has been in compliance with the terms of this
Lock-Up Letter Agreement since the date of the Preliminary Prospectus or (c)
dispositions to any trust for the direct or indirect benefit of the undersigned
and/or the immediate family of the undersigned, provided that such trust agrees
in writing with the Underwriters to be bound by the terms of this Lock-Up Letter
Agreement and confirms that it has been in compliance with the terms of this
Lock-Up Letter Agreement since the date of the Preliminary Prospectus.

If (i) during the period that begins on the date that is 15 calendar days plus
three business days before the last day of the 180-day restricted period and
ends on the last day of the 180-day restricted period, the Company issues an
earnings release or material news or a material event relating to the Company
occurs, or (ii) prior to the expiration of the 180-day restricted period, the
Company announces that it will release earnings results during the 16-day period
beginning on the last day of the 180-day period, the restrictions imposed by
this letter shall continue to apply until the expiration of the date that is 15
calendar days plus three business days after the date on which the issuance of
the earnings release or the material news or material event occurs, provided
however, this paragraph will not apply if, within three days of the termination
of the 180-day restricted period, the Company delivers to Bear Stearns and UBS a
certificate, signed by the Chief Financial Officer or Chief Executive Officer of
the Company, certifying on behalf of the Company that the Company's shares of
Common Stock are, as of the date of delivery of such certificate, "actively
trading securities," as defined in Regulation M, 17 CFR 242.101(c)(1). Such
notice shall be delivered in accordance with Section 12 of the Underwriting
Agreement.

In addition, the undersigned hereby waives any rights the undersigned may have
to require registration of Common Stock in connection with the filing of a
registration statement relating to the Offering. The undersigned further agrees
that, for a period from the date of the Preliminary Prospectus until 180 days
after the date of the final prospectus relating to the Offering, the undersigned
will not, without the prior written consent of Bear Stearns and UBS, make any
demand for, or exercise any right with respect to, the registration of Common
Stock of the Company or any securities convertible into or exercisable or
exchangeable for Common Stock, or warrants or other rights to purchase Common
Stock.

If (i) the Company notifies you in writing that it does not intend to proceed
with the Offering, (ii) the registration statement filed with the Securities and
Exchange Commission with respect to the Offering is withdrawn or (iii) for any
reason the Underwriting Agreement shall be terminated prior to the time of
purchase (as defined in the Underwriting Agreement), this Lock-Up Letter
Agreement shall be terminated and the undersigned shall be released from its
obligations hereunder. This lock-up agreement shall automatically terminate and
the undersigned shall be released from its obligations hereunder on the 90th day
after the date of the Preliminary Prospectus if the purchase of the Firm Shares
(as defined in the Underwriting Agreement) by the Underwriters has not occurred
by such date.

                                                     Yours very truly,


                                                     Name:




                                      A-2

EX-5.1

                                                                     EXHIBIT 5.1

                                NIXON PEABODY LLP

                                100 SUMMER STREET
                                BOSTON, MA 02110


                                                           January 29, 2007

Bruker BioSciences Corporation
40 Manning Road
Billerica, MA 01821

         RE: REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     We have acted as counsel to Bruker BioSciences Corporation, a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-3, Registration No. 333-139406, as amended (the "Registration Statement")
initially filed on December 15, 2006 with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Act"), in connection with the registration of shares of the Company's Common
Stock, par value $.0l per share (the "Shares").

     We have participated in the preparation of the Registration Statement and
have reviewed the originals or copies certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.

     In arriving at the opinions expressed below, we have assumed the
authenticity of any document or other instrument submitted to us as an original,
the conformity to the original of any document or other instrument submitted to
us as a copy, the genuineness of all signatures on such originals or copies, and
the legal capacity of natural persons who executed any such document or
instrument at the time of execution thereof. In addition, we have assumed and
have not verified the accuracy as to factual matters of each document we have
reviewed.

     Based on the foregoing, and subject to the further qualifications set forth
below and after (a) the Commission shall have entered an appropriate order
declaring effective the above-referenced Registration Statement, as amended and
(b) the Shares have, if required, been duly qualified or registered, as the case
may be, for sale under applicable state securities laws, it is our opinion that:

          1. The Shares being registered for sale by the Company have been duly
     authorized by all necessary corporate action of the Company and, when
     issued and sold in with the manner described in the Registration Statement,
     will be validly issued, fully paid and nonassessable.

          2. The Shares being registered for sale by Dirk Laukien, Isolde
     Laukien-Kleiner, Joerg Laukien and Marc Laukien, the selling stockholders,
     have been duly authorized by all necessary corporate action of the Company,
     have been validly issued by the Company and are fully paid and
     nonassessable.

     The foregoing opinion is limited to the General Corporation Law of the
State of Delaware (including the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting that Law).

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and the prospectus which forms a part of
the Registration Statement and any supplement or supplements to such prospectus.
In giving of such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.



     We further consent to the filing of this opinion as an exhibit to the
applications to the securities commissioners of the various states of the United
States, to the extent so required, in connection with the registration of the
Shares.


                                                   Very truly yours,

                                                   /s/ NIXON PEABODY

EX-23.2

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EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the reference to our firm under the caption "Experts" in Amendment No. 1 to Registration Statement (Form S-3) and related Prospectus of Bruker BioSciences Corporation for the registration of 11,960,000 shares of its common stock and to the incorporation by reference therein of our report dated December 12, 2006, with respect to the consolidated financial statements and schedule of Bruker BioSciences Corporation included in its Current Report on Form 8-K dated December 15, 2006, and our report dated March 9, 2006, with respect to Bruker BioSciences Corporation management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Bruker BioSciences Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts
January 23, 2007

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EXHIBIT 23.2