10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
________________________
FORM 10-Q
	X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended			June 30, 2007

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission file number

1-7928

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

94-1381833

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1000 Alfred Nobel Drive, Hercules, California

94547

(Address of principal executive offices)

(Zip Code)

(510) 724-7000

Registrant's telephone number, including area code

No Change

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or

15(d) of  the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period

that the registrant was required to file such reports), and (2) has been subject to such filing requirements for

the past 90 days.

X

Yes

No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-

accelerated filer.  See definitions of “accelerated filer and large accelerated filer” in Rule 12b-2 of

the Exchange Act.  (Check one):

Large accelerated filer

X

Accelerated filer

Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act).

Yes

X

No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable date.

Title of Class

Shares Outstanding at July 30, 2007

Class A Common Stock,

Par Value $0.0001 per share

21,708,713

Class B Common Stock,

Par Value $0.0001 per share

4,992,270

PART 1 – FINANCIAL INFORMATION Item 1.  Financial Statements.
BIO-RAD LABORATORIES, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2007	2006	2007	2006
Net sales	$   339,114	$   317,747	$   661,622	$   626,085
Cost of goods sold	149,123	133,085	292,250	265,895
Gross profit	189,991	184,662	369,372	360,190
Selling, general and administrative expense	119,551	110,466	227,301	210,536
Product research and development expense	34,754	30,971	67,535	59,062
Interest expense	7,867	7,880	15,736	15,899
Foreign exchange (gains) losses	(398)	1,241	(670)	1,252
Other (income) expense, net	(7,495)	(7,753)	(13,681)	(12,295)
Income before taxes	35,712	41,857	73,151	85,736
Provision for income taxes	10,041	9,591	20,483	22,272
Net income	$    25,671	$    32,266	$    52,668	$    63,464
Basic earnings per share:
Net income	$        0.96	$        1.22	$       1.98	$        2.41
Weighted average common shares	26,657	26,341	26,619	26,309
Diluted earnings per share:
Net income	$        0.95	$        1.20	$       1.94	$       2.36
Weighted average common shares	27,164	26,900	27,160	26,865
The accompanying notes are an integral part of these condensed consolidated financial statements.

2

BIO-RAD LABORATORIES, INC

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	June 30,
	2007	December 31,
	(Unaudited)	2006
ASSETS:
Cash and cash equivalents	$      232,403	$      223,607
Short-term investments	270,463	264,473
Accounts receivable, net	303,266	292,970
Inventories, net	265,185	253,045
Prepaid expenses, taxes and other current assets	96,422	95,682
Total current assets	1,167,739	1,129,777
Net property, plant and equipment	191,605	189,627
Goodwill	121,492	119,492
Purchased intangibles, net	44,272	44,605
Other assets	129,635	112,667
Total assets	$    1,654,743	$   1,596,168
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Accounts payable	$         67,229	$        83,411
Accrued payroll and employee benefits	82,436	92,101
Notes payable and current maturities of long-term debt	4,604	3,042
Sales, income and other taxes payable	16,683	19,949
Litigation accrual	6,707	8,810
Accrued royalties	31,705	31,826
Other current liabilities	72,485	80,394
Total current liabilities	281,849	319,533
Long-term debt, net of current maturities	426,165	425,625
Deferred tax liabilities	11,338	7,512
Other long-term liabilities	38,592	23,960
Total liabilities	757,944	$      776,630
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value, 7,500,000 shares authorized;
none outstanding	--	--
Class A common stock, $0.0001 par value, 80,000,000 shares
authorized; outstanding – 21,702,913 at June 30, 2007 and
21,594,311 at December 31, 2006	2	2
Class B common stock, $0.0001 par value, 20,000,000 shares
authorized; outstanding – 4,992,270 at June 30, 2007 and
4,909,908 at December 31, 2006	1	1
Additional paid-in capital	89,290	78,230
Retained earnings	721,741	674,070
Accumulated other comprehensive income:
Currency translation and other	85,765	67,235
Total stockholders’ equity	896,799	819,538
Total liabilities and stockholders’ equity	$    1,654,743	$   1,596,168
The accompanying notes are an integral part of these condensed consolidated financial statements.

3

BIO-RAD LABORATORIES, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Six Months Ended
	June 30,
	2007	2006
Cash flows from operating activities:
Cash received from customers	$      654,230	$      612,996
Cash paid to suppliers and employees	(600,174)	(549,519)
Litigation settlement	(2,082)	(44,960)
Interest paid	(15,026)	(15,403)
Income tax payments	(17,835)	(2,620)
Miscellaneous receipts	16,590	11,498
Excess tax benefits from share-based compensation	(2,272)	(500)
Net cash provided by operating activities	33,431	11,492
Cash flows from investing activities:
Capital expenditures, net	(27,270)	(24,851)
Payments for acquisitions and long-term investments	(2,496)	(5,589)
Proceeds from divestitures	--	1,000
Payments on purchase of intangible assets	(2,075)	--
Purchases of marketable securities and investments	(202,563)	(127,763)
Sales of marketable securities and investments	197,210	51,823
Foreign currency economic hedges, net	1,212	(2,514)
Receipt of restricted cash	--	36,138
Net cash used in investing activities	(35,982)	(71,756)
Cash flows from financing activities:
Net borrowings under line-of-credit arrangements	1,226	798
Payments on long-term debt	(305)	(230)
Proceeds from issuance of common stock	6,162	5,467
Excess tax benefits from share-based compensation	2,272	500
Net cash provided by financing activities	9,355	6,535
Effect of exchange rate changes on cash	1,992	2,659
Net increase (decrease) in cash and cash equivalents	8,796	(51,070)
Cash and cash equivalents at beginning of period	223,607	296,716
Cash and cash equivalents at end of period	$     232,403	$      245,646
Reconciliation of net income to net cash provided by operating activities:
Net income	$      52,668	$        63,464
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,840	26,436
Share-based compensation	2,372	2,524
Excess tax benefits from share-based compensation	(2,272)	(500)
Increase in accounts receivable	(5,524)	(13,340)
Increase in inventories	(8,957)	(23,916)
(Increase) decrease in other current assets	(4,120)	992
Decrease in accounts payable and other current liabilities	(28,743)	(13,620)
Increase in income taxes payable	2,489	3,135
Decrease in litigation accrual	(2,082)	(44,960)
Other	(1,240)	11,277
Net cash provided by operating activities	$      33,431	$       11,492
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

BIO-RAD LABORATORIES, INC

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. BASIS OF PRESENTATION

In this report, “Bio-Rad,” “we,” “us,” and “our” refer to Bio-Rad Laboratories, Inc. and its subsidiaries.  The accompanying unaudited condensed consolidated financial statements of Bio-Rad have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and reflect all adjustments which are, in the opinion of management, necessary to fairly state the results of the interim periods presented.  All such adjustments are of a normal recurring nature.  Results for the interim period are not necessarily indicative of the results for the entire year.  The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses duri ng the reporting period.  Estimates have been prepared on the basis of the best available information.  Actual results could differ materially from those estimates.  The condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in our Annual Report for the year ended December 31, 2006.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) 159, The Fair Value Option for Financial Assets and Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115, which permits entities to account for most financial instruments at fair value rather than under other applicable generally accepted accounting principles.  The accounting results in the instrument being marked to fair value every reporting period with the gain/loss from a change in fair value recorded in the income statement.  SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.  We are in the process of evaluating the impact of the adoption of SFAS 159 on the results of our operations and financial condition.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, to eliminate the diversity in practice that exists due to different definitions of fair value and the limited guidance for applying those definitions in GAAP.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  We are in the process of evaluating the impact of the adoption of SFAS 157 on the results of our operations and financial condition.

5

2. SHORT-TERM INVESTMENTS

Short-term investments consist of the following (in millions):

	June 30,	December 31,
	2007	2006
Available-for-sale securities:
Corporate obligations	$          149.9	$          143.7
Asset backed securities	46.2	43.5
U.S Agencies	26.3	32.5
Mortgage backed securities	21.3	15.4
Marketable equity securities	17.1	14.4
Variable rate notes	9.7	10.0
Certificates of deposit	--	5.0
Total short-term investments	$          270.5	$          264.5

Management classifies investments in marketable securities at the time of purchase and reevaluates such classification at each balance sheet date.  Marketable debt and equity securities classified as short-term investments have been designated as available-for-sale and are stated at fair value.  These investments are marked to market, with unrealized gains and losses reported as a component of comprehensive income.  We review our short-term investments for other-than-temporary losses on a quarterly basis.

3. INVENTORIES

The principal components of inventories are as follows (in millions):

	June 30,	December 31,
	2007	2006
Raw materials	$         49.6	$               59.3
Work in process	64.9	57.7
Finished goods	150.7	136.0
	$       265.2	$             253.0

4. PROPERTY, PLANT AND EQUIPMENT

The principal components of property, plant and equipment are as follows (in millions):

	June 30,	December 31,
	2007	2006
Land and improvements	$              9.6	$                9.6
Buildings and leasehold improvements	124.2	122.0
Equipment	376.4	357.6
	510.2	489.2
Accumulated depreciation	(318.6)	(299.6)
Net property, plant and equipment	$          191.6	$            189.6

6

Net capital expenditures include proceeds from the sale of property, plant and equipment of $0.1 million for the six months ended June 30, 2007 and June 30, 2006.

5. ACQUISITION

DiaMed Holding AG (DiaMed), a private Swiss company, develops, manufactures and markets a complete line of reagents and instruments used in blood typing and screening.  Founded in 1977 and based in Switzerland, DiaMed has unaudited annual sales of approximately $200 million to hospitals, clinical laboratories and blood banks in more than 100 countries.

In May 2007, Bio-Rad announced that it had signed a definitive agreement to acquire approximately 77.7% of the outstanding shares of DiaMed.  Under the terms of the agreement, Bio-Rad will pay approximately 477 million Swiss francs (approximately $390 million using June 30, 2007 exchange rates) in cash to acquire these shares.  DiaMed holds approximately 9.6% of its outstanding shares as treasury shares.  After the closing of this transaction, Bio-Rad will conduct a tender offer to acquire the remaining 12.7% outstanding shares as outlined in the share purchase agreement.  The transaction is subject to certain closing conditions, including regulatory approvals, and is expected to close by the end of the year.

6. GOODWILL AND OTHER PURCHASED INTANGIBLE ASSETS

In November 2006, we acquired Ciphergen Biosystems, Inc.’s ProteinChipR Systems business and worldwide rights to its Surface Enhanced Laser Desorption/Ionization (SELDI) technology.  At that time, the SELDI patent was under review by the U.S. Patent and Trademark Office and we had agreed to pay an additional $2.0 million to Ciphergen if the patent was granted.  We have been notified that the patent will be issued and have accrued the payment and recorded additional goodwill on the Ciphergen acquisition.

Other than goodwill, we have no intangible assets with an indefinite life.  Information regarding our identifiable purchased intangible assets is as follows (in millions):

	June 30, 2007
	Average
	Historical	Carrying	Accumulated
	Life	Amount	Amortization	Net
Developed Product Technology	5-15	$    27.9	$    5.2	$  22.7
Licenses	5-14	17.3	2.8	14.5
Know How	6-7	10.0	6.6	3.4
Covenants Not to Compete	5	2.4	1.4	1.0
Patents	4	1.0	0.3	0.7
Customer Lists	2-15	1.4	0.6	0.8
Other	7-15	1.3	0.1	1.2
		$    61.3	$   17.0	$  44.3

7

	December 31, 2006
	Average
	Historical	Carrying	Accumulated
	Life	Amount	Amortization	Net
Developed Product Technology	5-15	$     27.9	$       3.6	$   24.3
Licenses	14	14.0	2.2	11.8
Know How	6-7	9.8	5.7	4.1
Covenants Not to Compete	5	2.4	1.1	1.3
Patents	4	1.0	0.1	0.9
Customer Lists	2-15	1.4	0.4	1.0
Other	7-15	1.3	0.1	1.2
		$     57.8	$     13.2	$  44.6

Recorded purchased intangible asset amortization expense for the three months ended June 30, 2007 and 2006 was $1.9 million and $1.3 million, respectively.  Recorded purchased intangible asset amortization expense for the six months ended June 30, 2007 and 2006 was $3.7 million and $2.6 million, respectively. Estimated purchased intangible asset amortization expense (based on existing intangible assets) for the years ended December 31, 2008, 2009, 2010, 2011 and 2012 is $7.0 million, $5.5 million, $4.3 million, $3.6 million and $2.5 million, respectively.

7. PRODUCT WARRANTY LIABILITY

Bio-Rad warrants certain equipment against defects in design, materials and workmanship, generally for one year.  Upon shipment of that equipment, we establish, as part of cost of goods sold, a provision for the expected cost of such warranty.

Components of the product warranty liability included in other current liabilities and other long-term liabilities were as follows (in millions):

	2007	2006
January 1,	$    12.9	$    12.0
Provision for warranty	7.6	7.4
Actual warranty costs	(7.8)	(7.0)
June 30,	$    12.7	$    12.4

8. LONG-TERM DEBT

In June 2005, Bio-Rad entered into a new Credit Agreement, which amends and restates the Credit Agreement dated September 9, 2003, as amended December 8, 2004.  Borrowings are permitted up to a maximum of $150.0 million on a revolving basis and can be used to make acquisitions, for working capital and other general corporate purposes.  Under certain conditions, this Credit Agreement may be increased up to an additional $50 million.  Borrowings under the credit agreement are payable on June 21, 2010.  We had no outstanding balance as of June 30, 2007.

8

In December 2004, Bio-Rad sold $200.0 million principal amount of Senior Subordinated Notes due 2014 (6.125% Notes).  The notes pay a fixed rate of interest of 6.125% per year.  Upon any sale of our common stock, we have the right to repurchase up to 35% of the 6.125% Notes any time prior to December 15, 2007 at a specified redemption price plus accrued and unpaid interest and certain other charges.  Furthermore, we have the option to redeem any or all of the 6.125% Notes at various declining redemption prices or at 100% of the principal amount plus the “applicable premium” (as defined by the indenture) along with accrued and unpaid interest and certain other charges depending on the date redeemed.  Bio-Rad’s obligations under the 6.125% Notes are not secured, rank equal to other senior subordinated notes and rank junior to all Bio-Rad’s existing and future senior debt.

In August 2003, Bio-Rad sold $225.0 million principal amount of Senior Subordinated Notes due 2013 (7.5% Notes).  The notes pay a fixed rate of interest of 7.5% per year.  We have the option to redeem any or all of the 7.5% Notes at various declining redemption prices or at 100% of the principal amount plus the “applicable premium” (as defined by the indenture) along with accrued and unpaid interest and certain other charges depending on the date redeemed. Bio-Rad’s obligations under the 7.5% Notes are not secured, rank equal to other senior subordinated notes and rank junior to all Bio-Rad’s existing and future senior debt.

The Credit Agreement, the 6.125% Notes, and the 7.5% Notes require Bio-Rad to comply with certain financial ratios and covenants, among other things.  The covenants include a leverage ratio test, an interest coverage test and a consolidated net worth test.  There are also restrictions on our ability to declare or pay dividends, incur debt, guarantee debt, enter into transactions with affiliates, merge or consolidate, sell assets, make investments, create liens and prepay subordinated debt.  We were in compliance with all financial ratios as of June 30, 2007.

9. ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

We adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of adoption, we recognized a charge of approximately $5 million to the January 1, 2007 retained earnings balance.  As of the adoption date, we had gross tax effected unrecognized tax benefits of $13.3 million of which $12.8 million, if recognized, would affect the effective tax rate.  Also as of the adoption date, we had accrued interest expense related to the unrecognized tax benefits of $1.9 million.  We recognize interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense.

The following table summarizes the open tax years that are subject to examination by tax authorities as of June 30, 2007:

U.S.	1997 - 2006
Canada	2002 - 2006
U.K.	2001 - 2006
France	2003 - 2006
Germany	2004 - 2006
Japan	2002 - 2006
Italy	1999 - 2006

It is reasonably possible that within the next twelve months approximately $7.7 million of previously unrecognized tax benefits will be recorded.  These benefits are related to uncertainty regarding the sustainability of certain deductions for tax years that remain subject to examination by the relevant tax authorities.

9

10. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for that period.  Diluted earnings per share takes into account the effect of dilutive instruments, such as stock options, and uses the average share price for the period in determining the number of common stock equivalents that are to be added to the weighted average number of shares outstanding.  Common stock equivalents are excluded from the diluted earnings per share calculation if the effect would be anti-dilutive.

The weighted average number of common shares outstanding used to calculate basic and diluted earnings per share and the anti-dilutive shares are as follows (in thousands):

	Three Months Ended		Six Month Ended
	June 30,		June 30,
	2007	2006	2007	2006
Basic shares	26,657	26,341	26,619	26,309
Stock options and other	507	559	541	556
Diluted shares	27,164	26,900	27,160	26,865

Anti-dilutive shares 301  485  293  343 

11. SHARE-BASED COMPENSATION

We account for share-based compensation in accordance with SFAS 123(R), Share-Based Payment, which was adopted January 1, 2006 utilizing the modified prospective transition method.

Description of Share-Based Compensation Plans

Stock Option Plans

We have two stock option plans for officers and certain other employees: the Amended 1994 Stock Option Plan (the “1994 Plan”) and the 2003 Stock Option Plan (the “2003 Plan”).  Both plans authorize the grant to employees of incentive stock options and non-qualified stock options.  We no longer make stock option grants under the 1994 Plan or 2003 Plan.

Under both of these plans, Class A and Class B options have been granted at prices not less than fair market value on the date of grant.  Generally, options granted have a term of 10 years and vest in increments of 20% per year over a five-year period on the yearly anniversary date of the grant.  For options granted before January 1, 2001, options vest in increments of 25% over a four-year period on the yearly anniversary date of the grant.

10

In April 2007, our stockholders approved the Bio-Rad Laboratories, Inc. 2007 Incentive Award Plan (the “2007 Plan”).  The 2007 Plan authorizes the grant to employees of stock options, restricted stock awards, stock appreciation rights and other types of equity awards.  A total of 1,650,360 shares have been reserved for issuance of equity awards and may be of either Class A or Class B Common Stock.  No equity awards have been granted from this plan during the first six months of 2007.

Employee Stock Purchase Plan (ESPP)

Bio-Rad has an employee stock purchase plan which provides that eligible employees may contribute up to 10% of their compensation up to $25,000 annually toward the quarterly purchase of our Class A common stock.  The employees’ purchase price is 85% of the lesser of the fair market value of the stock on the first business day or the last business day of each calendar quarter.  Bio-Rad has authorized the sale of 2,390,000 shares of common stock under the ESPP.

Share-Based Compensation Expense

Included in our share-based compensation expense is the cost related to option grants that vest after January 1, 2006 and the cost related to our ESPP stock purchases.  

For the three months ended June 30, 2007 and 2006 we recognized pre-tax share-based compensation expense of $1.1 million and $1.4 million, respectively.  The tax benefit recognized in the income statement for the three months ended June 30, 2007 and 2006 related to share-based compensation was $0.2 million and $0.2 million, respectively.  For the six months ended June 30, 2007 and 2006 we recognized pre-tax share-based compensation expense of $2.4 million and $2.5 million, respectively.  The tax benefit recognized in the income statement for the six months ended June 30, 2007 and 2006 related to share-based compensation was $0.5 million and $0.4 million, respectively.  We did not capitalize any share-based compensation expense.  In accordance with SFAS 123(R), we recognize share-based compensation net of estimated forfeitures.

For options granted before January 1, 2006, we amortized the fair value on an accelerated basis.  For options granted after January 1, 2006, we amortized the fair value on a straight-line basis.  All options are amortized over the requisite service periods of the awards, which are generally the vesting periods.

Stock Options

No stock options were granted during the first six months of 2007.  The weighted average fair value for stock options granted during the second quarter of 2006 was estimated using a Black-Scholes option-pricing model with the following assumptions.

	Three and Six Months Ended
	June 30, 2006
Expected volatility		36%
Risk-free interest rate		4.62%
Expected life (in years)		7.4
Expected dividend		--
Weighted average fair value
of options granted		$29.85

11

Volatility was based on the historical volatilities of our common stock for a period equal to the stock option’s expected life.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant.  We estimated the expected life using the simplified method described in the SEC’s Staff Accounting Bulletin No. 107.  We do not anticipate paying any cash dividends in the future and therefore use an expected dividend yield of zero.

The following table summarizes our stock option activity during the first six months of 2007:

	Six Months Ended June 30, 2007
			Weighted	Aggregate
		Weighted	Remaining	Intrinsic Value
		Average	Average	as of
		Exercise	Contractual	June 30, 2007
	Shares	Price	Term	(in millions)
Outstanding, beginning of year	1,667,769	$40.06
Granted	0
Exercised	(147,936)	$24.40
Forfeited/Expired	(7,018)	$54.37
Outstanding, end of period	1,512,815	$41.53	5.87	$51.5
Exercisable, end of period	944,426	$32.28	4.85	$40. 9

Intrinsic value for stock options is defined as the difference between the current market value and the grant price.  The total intrinsic value of stock options exercised during each of the three month periods ended June 30, 2007 and 2006 was approximately $1 million.  The total intrinsic value of stock options exercised during the six months ended June 30, 2007 and 2006 was approximately $9 million and $3 million, respectively.

Cash received from stock options exercised during the three months ended June 30, 2007 and 2006 was $0.8 million and $1.0 million, respectively.  The actual tax benefit realized for the tax deductions from stock options exercised totaled $0.6 million and $0.3 million for the three months ended June 30, 2007 and 2006, respectively.  Cash received from stock options exercised during the six months ended June 30, 2007 and 2006 was $3.6 million and $2.4 million, respectively.  The actual tax benefit realized for the tax deductions from stock options exercised totaled $2.6 million and $0.7 million for the six months ended June 30, 2007 and 2006, respectively.

As of June 30, 2007, there was approximately $8 million of total unrecognized compensation cost related to nonvested share-based compensation awards granted under our stock option plans.  That cost is expected to be recognized over a weighted-average period of approximately 2 years.

12

Employee Stock Purchase Plan

The fair value of the employees’ purchase rights was estimated using a Black-Scholes model with the following weighted average assumptions:

	Three Month Ended		Six Months Ended
	June 30,		June 30,
	2007	2006	2007	2006
Expected volatility	19%	30%	23%	33%
Risk-free interest rate	5.04%	4.63%	5.05%	4.36%
Expected life (in years)	.25	.25	.25	.25
Expected dividend	--	--	--	--
Weighted average fair value
of purchase rights	$13.42	$13.35	$15.22	$14.02

The major assumptions are primarily based on historical data.  Volatility was based on the historical volatilities of our common stock for a period equal to the expected life of the purchase rights.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant.  We do not anticipate paying any cash dividends in the future and therefore use an expected dividend yield of zero.

We sold 20,675 shares for $1.2 million and 40,173 shares for $2.1 million under our employee stock purchase plan for the three months ended June 30, 2007 and 2006, respectively.  We sold 43,028 shares for $2.6 million and 59,846 shares for $3.0 million under our employee stock purchase plan for the six months ended June 30, 2007 and 2006, respectively.  At June 30, 2007, 464,522 shares remain authorized under the Plan.

We currently issue new shares to satisfy stock option exercises and ESPP stock purchases.

12. FOREIGN EXCHANGE GAINS AND LOSSES

Exchange gains and losses consist of foreign currency transaction gains and losses on intercompany net receivables and payables and the change in value of our forward foreign exchange contracts used to manage our foreign exchange risk.

13. OTHER INCOME AND EXPENSE

Other (income) expense, net includes the following components (in millions):

	Three Months Ended June 30,		Six Months Ended June 30,
	2007	2006	2007	2006
Interest and investment income	$      ( 8.5)	$        (6.2)	$       (13.9)	$      (10.6)
Other	1.0	(1.6)	0.2	(1.7)
Total other (income) expense, net	$       (7.5)	$        (7.8)	$       (13.7)	$      (12.3)

13

14. COMPREHENSIVE INCOME

The components of Bio-Rad’s total comprehensive income were as follows (in millions):

	Three Months		Six Months
	Ended June 30,		Ended June 30,
	2007	2006	2007	2006
Net income, as reported	$    25.7	$     32.3	$   52.7	$     63.5
Currency translation adjustments	5.3	14.5	8.6	19.5
Net unrealized holding gains on available-for-sale
investments net of tax effect of  $0.8 and $1.2
million for the three months ended June 30, 2007
and 2006 and $5.7 and $3.9 million for the six months
ended June 30, 2007 and 2006, respectively	1.5	1.9	9.9	6.5
Total comprehensive income	$    32.5	$     48.7	$   71.2	$     89.5

15. SEGMENT INFORMATION

Information regarding industry segments for the three months ended June 30, 2007 and 2006 is as follows (in millions):

		Life Science	Clinical Diagnostics	Other Operations
Segment net sales	2007	$    146.0	$    189.8	$      3.3
	2006	$    134.4	$    180.2	$      3.1
Segment profit	2007	$       1.5	$      26.4	$      0.3
	2006	$       4.3	$      31.3	$        --

Information regarding industry segments for the six months ended June 30, 2007 and 2006 is as follows (in millions):

		Life Science	Clinical Diagnostics	Other Operations
Segment net sales	2007	$     287.6	$      367.5	$        6.5
	2006	$     279.2	$      340.5	$        6.4
Segment profit	2007	$        7.0	$       52.1	$        0.5
	2006	$      18.4	$       57.2	$          --

14

Segment results are presented in the same manner as we present our operations internally to make operating decisions and assess performance.  Net corporate operating income (expense) consists of receipts and expenditures that are not the primary responsibility of segment operating management.  Interest expense is charged to segments based on the carrying amount of inventory and receivables employed by that segment.  The following reconciles total segment profit to consolidated income from continuing operations before taxes (in millions):

	Three Months Ended June 30,		Six Months Ended June 30,
	2007	2006	2007	2006
Total segment profit	$    28.2	$    35.6	$   59.6	$    75.6
Foreign exchange gains (losses)	0.4	(1.2)	0.7	(1.3)
Net corporate operating, interest and
other income and expense not
allocated to segments	(0.4)	(0.3)	(0.8)	(0.9)
Other income (expense), net	7.5	7.8	13.7	12.3
Consolidated income before taxes	$    35.7	$    41.9	$   73.2	$    85.7

16. LEGAL PROCEEDINGS

In February 2006, Bio-Rad completed negotiations with Applera Corporation (Applera) and Roche Molecular Systems, Inc. to settle the patent infringement litigation against MJ Research, Inc. (MJ Research) which Bio-Rad acquired in 2004.  The total net settlement amount, including amounts related to previously accrued back royalties, was approximately $62 million.  In connection with the settlements, we entered into a royalty-bearing license agreement with Applera relating to our real-time instrument business in the United States and a term limited license in the rest of the world.

Applera Corporation filed an action in the Regional Court of Düsseldorf, Germany in June 2003 against MJ Research, Inc. and others alleging infringement of a European patent relating to real-time PCR thermal cycler technology.  Bio-Rad is also a defendant in this action.  The suit seeks actual damages, costs and expenses and injunctive relief.  In May 2004, the Düsseldorf court issued an adverse ruling against MJ Research and us, which included an injunction against us and MJ Research from selling any real-time PCR instruments and reagents in Germany.  In December 2004, the European Patent Office revoked the patent for lack of novelty and the injunctions against MJ Research and Bio-Rad were lifted, allowing MJ Research and us to resume sales of real-time PCR thermal cyclers and reagents.  Applera appealed revocation of the patent, and in July 2006 the European Patent Office reversed its novelty rejection and re instated the patent, subject to further review by the Opposition Division of the European Patent Office for other grounds for revocation.  

In May 2007, Applera and Bio-Rad settled the litigation in the Düsseldorf court, and Bio-Rad agreed to withdraw its opposition to Applera’s European patent relating to real-time PCR instruments.  As part of the settlement, the parties extended Bio-Rad’s existing license to Applera’s European patent.

We are party to various claims, legal actions and complaints arising in the ordinary course of business. We do not believe that any ultimate liability resulting from any of these matters will have a material adverse effect on our results of operations, financial position or liquidity. However, we cannot give any assurance regarding the ultimate outcome of these lawsuits and their resolution could be material to our operating results for any particular period, depending upon the level of income for the period.

15

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

This discussion should be read in conjunction with the information contained in both our Consolidated Financial Statements for the year ended December 31, 2006 and this report for the quarter and six months ended June 30, 2007.

Other than statements of historical fact, statements made in this report include forward looking statements, such as statements with respect to Bio-Rad’s future financial performance, operating results, plans and objectives that involve risk and uncertainties.  Forward-looking statements generally can be identified by the use of forward-looking terminology such as, “believe,” “expect,” “may,” “will,” “intend,” “estimate,” “continue,” or similar expressions or the negative of those terms or expressions.  Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements.  We have based these forward looking statements on our current expectations and projections about future events.  However, actual results may differ materially from those currently a nticipated depending on a variety of risk factors including among other things: our ability to successfully develop and market new products; our reliance on and access to necessary intellectual property; our ability to integrate acquisitions; our ability to service our debt; competition in and government regulation of the industries in which we operate; and the monetary policies of various countries.  We caution you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise.

Overview.  We are a multinational manufacturer and worldwide distributor of Life Science research and Clinical Diagnostics products.  Our business is organized into two segments, Life Science and Clinical Diagnostics, with the mission to provide scientists with specialized tools needed for biological research and clinical diagnostics.  We sell more than 8,000 products and services to a diverse client base comprised of research, healthcare, industrial, education and government customers worldwide. We manufacture and supply our customers with a range of reagents, apparatus and equipment to separate complex chemical and biological materials and to identify, analyze and purify components.  Because our customers require replication of results in manufacturing processes, research experiments and diagnostic tests, much of our revenues are recurring.  Approximately 36% of our second quarter 2007 consolidated net sales are from t he United States and approximately 64% are international sales largely denominated in local currency with the majority of these sales in Euros, Yen and British Sterling.  As a result, our consolidated sales expressed in dollars benefit when the US dollar weakens and suffer when the dollar strengthens in relation to other currencies.  Currency fluctuations contributed to the increase in our consolidated sales expressed in US dollars in the current quarter and half year ended June 30, 2007.  We benefited in the quarter ended June 30, 2006 from foreign currency fluctuations with little impact for the half year ended June 30, 2006.

On a currency neutral basis, we estimate the in vitro diagnostic market is growing approximately 6% and is comprised of specialty areas experiencing significant growth offset by slower growth in the routine testing market.  Pricing for routine diagnostic tests is impacted by declining government reimbursement schedules, particularly in the United States, Japan, and Germany.

16

We estimate the overall average growth of the life science market is currently about 5% on a currency neutral basis.  Some spending on government sponsored research has slowed or is being deferred especially in the United States and Asia.  The market for BSE (bovine spongiform encephalopathy) tests continues to decline as countries with established testing programs reduce the required number of tests performed, resulting in competitive pricing pressures and lower average selling prices per test.  Current BSE testing levels are largely dependant on government mandates to safeguard the respective country’s beef supply.

Critical Accounting Policies

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006, we have identified accounting for income taxes, valuation of long-lived and intangible assets and goodwill, valuation of inventories, allowance for doubtful accounts, warranty reserves and litigation reserves as the accounting policies critical to the operations of Bio-Rad.  For a full discussion of these policies, please refer to our Form 10-K for the period ended December 31, 2006.

There have been no changes in Bio-Rad’s accounting policies during the three months and six months ended June 30, 2007 except for the treatment of tax contingency accruals.  Effective January 1, 2007, Bio-Rad began to measure and record tax contingency accruals in accordance with FIN 48.  The expanded disclosure requirements of FIN 48 are presented in Note 9 to these consolidated condensed financial statements.

FIN 48 prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  Only tax positions meeting the more-likely-than not recognition threshold at the effective date may be recognized or continue to be recognized upon adoption of this Interpretation.  FIN 48 also provides guidance on accounting for derecognition, interest and penalties, and classification and disclosure of matters related to uncertainty in income taxes.  Tax positions that meet the more-likely-than-not threshold are then measured to determine the amount of benefit to recognize in the financial statements.

The following shows gross profit and expense items as a percentage of net sales:

	Three Months Ended				Six Months Ended				Year Ended
	June 30,				June 30,				December 31,
	2007		2006		2007		2006		2006
Net sales	100.0	%	100.0	%	100.0	%	100.0	%		100.0	%
Cost of goods sold	44.0		41.9		44.2		42.5			44.1
Gross profit	56.0		58.1		55.8		57.5			55.9
Selling, general and
administrative expense	35.3		34.8		34.4		33.6			34.5
Product research and
development expense,
excluding purchased
in-process research and
development	10.2		9.7		10.2		9.4			9.7
Net income	7.6	%	10.2	%	8.0%		10.1	%		8.1	%

17

Three Months Ended June 30, 2007 Compared to

Three Months Ended June 30, 2006

Corporate Results -- Sales, Margins and Expenses

Net sales (sales) in the second quarter of 2007 rose 6.7% to $339.1 million from $317.7 million in the second quarter of 2006.  The positive impact to sales from a strengthening US dollar represented $11.8 million of sales growth.  For Bio-Rad in total, on a currency neutral basis, second quarter 2007 sales grew 3.0% compared to the second quarter of 2006.  Before adjustment to a currency neutral basis, the Clinical Diagnostics segment sales grew by 5.4%, while the Life Science segment sales grew 8.6%.  On a currency neutral basis, Clinical Diagnostics segment sales growth was 1.4%, while Life Science segment sales grew 5.2%.  Clinical Diagnostics segment sales in the second quarter of 2006 benefited from an $11.7 million settlement with bioMérieux which included back royalties.  There was no similar event in the current quarter.  Adjusting for this single item, Clinical Diagnostics segment growth was 12.7 % for the current quarter.  Clinical Diagnostics segment growth after adjustment for currency and the settlement was driven by quality control, blood virus and clinical microbiology products.  Life Science segment sales growth is attributable to protein discovery products associated with the Ciphergen acquisition, protein separation and protein function reagents and equipment.  Sales of process chromatography media were strong as the products continued to gain broad market acceptance.  Sales of our BSE test declined offsetting overall growth in the Life Science segment.  Geographically, locations with significant growth were the United States, Asia Pacific (excluding Japan) and Eastern Europe.

Consolidated gross margins were 56.0% for the second quarter of 2007 compared to 58.1% for the second quarter of 2006 and 55.9% for all of 2006.  Clinical Diagnostics segment gross margins excluding the bioMérieux settlement which had no cost associated in the prior period, was slightly higher when compared to the second quarter of 2006 without the settlement.  Life Science segment gross margins for the period declined by one and a quarter points.  Declining BSE margins and underabsorbed factory overhead from lower-than-planned sales contributed to the decrease.

Selling, general and administrative expenses (SG&A) represented 35.3% of sales for the second quarter of 2007 compared to 34.8% of sales for the second quarter of 2006.  SG&A grew by 8.2% without adjustment for the increase caused by currency which is estimated to have had a $3.4 million or 3.0% impact, accelerating growth.  The increase in SG&A was attributable evenly to the Clinical Diagnostics and the Life Science segments.  The largest factor affecting the increase was personnel costs and related expenses, such as benefits and travel expenses mainly related to acquisitions made in 2006.

Product research and development expense rose to 10.2% of sales or $34.8 million in the second quarter of 2007.  Both Life Science and Clinical Diagnostics segments increased expenditures at a rate of growth greater than the rate of sales growth.  Currency had less than an $0.8 million impact on R&D spending as a significant portion of R&D spending is incurred in the United States.  Areas of interest for the Life Science segment are genomics, proteomics, process chromatography and food safety.  The Clinical Diagnostics segment areas of interest include expanded tests for the BioPlex^® 2200 system and enhancements to existing quality controls, diabetes monitoring and blood virus diagnostics.

Corporate Results – Other Items

Interest expense is similar to the second quarter of 2006.  Average indebtedness remained virtually unchanged at $430 million in the second quarter of 2007.  The vast majority of our debt, $425 million, is fixed rate borrowings of 7.5% ($225 million) and 6.125% ($200 million) due in 2013 and 2014, respectively.  We will not be subjected to significant increased borrowing costs despite an increased interest rate environment unless we add new debt.

18

Exchange gains and losses consist of foreign currency transaction gains and losses on intercompany net receivables and payables and the change in fair market value of our forward foreign exchange contracts used to manage our foreign exchange risk.  The exchange gain recorded in the current quarter and exchange loss in the prior year are both largely a result of our decision not to hedge our Brazilian subsidiary’s current net intercompany payables, denominated in US dollars and Euros.

Other income and expense (net) for the second quarter of 2007 declined slightly compared to the second quarter of 2006.  Investment income, especially interest, rose as returns on cash and short-term investments improved from that available in the prior period.  Offsetting this increase were losses on the disposal of certain fixed assets as we began renovations of several facilities.

Our effective tax rate was 28% for the second quarter of 2007 and 23% for the second quarter of 2006.  The effective tax rates for the second quarters of both 2007 and 2006 reflect tax benefits for nontaxable dividend income.  The 2007 effective tax rate reflects a benefit for tax credits.  The lower effective tax rate for the second quarter of 2006 is due to export sales, a settlement of an IRS tax audit for 1995 and 1996, and reductions in valuation allowances on certain foreign deferred tax assets.  

Our effective tax rate may be impacted in the future, either favorably or unfavorably, by many factors including but not limited to statutory tax rates, changes in existing laws or regulations, tax audits and settlements, and generation of tax credits.

Six Months Ended June 30, 2007 Compared to

Six Months Ended June 30, 2006

Corporate Results -- Sales, Margins and Expenses

Net sales (sales) in the first half of 2007 rose 5.7% to $661.6 million from $626.1 million in the first half of 2006.  The positive impact to sales from a weakening US dollar represented $24.6 million.  For Bio-Rad in total, on a currency neutral basis, sales grew 1.7% compared to the prior period.  Before adjustment to a currency neutral basis, the Clinical Diagnostics segment sales grew by 7.9% to $367.5 million and the Life Science segment sales grew 3.0% to $287.6 million.  On a currency neutral basis, Clinical Diagnostics segment sales increased 3.5% and Life Science segment sales declined by 0.4%.  Adjusted for the bioMérieux settlement, currency neutral sales growth would be 3.7% on a consolidated basis and 7.2% for the Clinical Diagnostics segment.  Sales growth in the Clinical Diagnostics segment is attributable to quality control, clinical microbiology, diabetes, and blood virus product lines.   Life Science segment sales growth rates are net of the effect of declining BSE sales.  Product lines contributing to increasing sales are process chromatography, protein discovery products associated with the Ciphergen acquisition and protein function reagents and instruments.

Consolidated gross margins were 55.8% for the first half of 2007 compared to 57.5% for the first half of 2006 and 55.9% for all of 2006.  The bioMérieux settlement in 2006 raised that period’s gross margin by 0.8% from 56.7%.  Clinical Diagnostics segment gross margins remained virtually unchanged from the prior period rising only 0.2% after elimination of the settlement which had no associated costs in the period reported.  Life Science segment gross margins excluding the BSE product line decreased from the prior year by approximately 1.5%.  The decrease was caused by the underabsorption of factory costs due to lower than anticipated production levels, higher royalty costs and sales mix.

19

Selling, general and administrative expenses (SG&A) represented 34.4% of sales for the first half of 2007 compared to 33.6% of sales in the prior year period.  Our SG&A increased 8% in absolute dollars before adjustment for any change in currency translation.  The weakening dollar increased international spending such that on a currency neutral basis, adjusted  SG&A growth was 4.6%.  Overall net costs increased for personnel including fringe benefits, information technology operating costs and conceptualization and design of enhancements to our information technology infrastructure.

Product research and development expense increased 14.3% to $67.5 million in the first half of 2007 compared to the same period in 2006.  In absolute dollar spending, the $8.5 million increase was equally attributable to both the Life Science and Clinical Diagnostics segments.  Areas of development for the Life Science segment are amplification, proteomics and process chromatography.  Clinical Diagnostics segment development efforts are focused on expanded tests for the BioPlex 2200 testing platform, as well as enhancements to existing offerings in clinical microbiology, blood virus and quality control products.

Corporate Results  Other Items

Interest expense for the first half of 2007 declined by $0.2 million from the prior year to $15.7 million.  This decrease is the net effect of a small decrease in our average indebtedness from the first half of 2006.  Our borrowing costs should remain relatively unchanged since $425 million of the total outstanding debt represents fixed rate borrowings of 7.5% and 6.125%, due in 2013 and 2014, respectively.  Additions to our average indebtedness in the form of new borrowings or increased borrowing on current lines of credit would cause the cost component to rise.

Exchange gains and losses consist of foreign currency transaction gains and losses on intercompany net receivables and payables and the change in fair value of our forward foreign exchange contracts used to manage our foreign exchange risk.  The year 2007 generally represents gains on the unhedged position of current intercompany debt between Bio-Rad Brazil and Bio-Rad USA and France.  Losses in 2006 reflect losses in Brazil and the estimating process involved in the timing of shipments and settling intercompany debt.

Other income and expense for the first half of 2007 includes investment income; generally interest income on our cash and cash equivalents, short-term investments, marketable securities and any notes receivable.  We also include in this category any gains or losses associated with the sale or disposal of any surplus manufacturing equipment or other productive assets.

Bio-Rad’s effective tax rate was 28% for the first half of 2007 and 26% for the first half of 2006.  The effective tax rates for both six month periods are lower than the statutory rate due to tax benefits for nontaxable dividend income.  The 2007 effective tax rate reflects a benefit for tax credits.  The 2006 effective tax rate reflects a benefit for export sales, the settlement of an IRS tax audit for 1995 and 1996, and reductions in valuation allowances on certain foreign deferred tax assets.

Our effective tax rate may be impacted in the future, either favorably or unfavorably, by many factors including but not limited to statutory tax rates, changes in existing laws or regulations, tax audits and settlements, and generation of tax credits.

20

Financial Condition

Our principal capital requirement is for working capital to fund the growth of Bio-Rad.  Management assesses our liquidity in terms of our ability to generate cash to fund our operations and make acquisitions.  The relevant factors that affect liquidity are cash flows from operations, capital expenditures, acquisition opportunities, common stock repurchases, the adequacy of available bank lines of credit and the ability to raise long-term capital by borrowing in the debt markets with satisfactory terms and conditions.

As of June 30, 2007, we had available $232.4 million in cash and cash equivalents and $270.4 million of short-term investments.  We also had $29.1 million under international lines of credit.  Under the $150.0 million restated and amended Revolving Credit Facility we have $145.6 million available with $4.4 million reserved for standby letters of credit issued by our banks to guarantee our obligations to certain insurance companies related to the deductible on the co-insurance provision of policies issued for us as the beneficiary.  We estimate that approximately $390 million of our total available liquidity is required to close the DiaMed acquisition.  The closing is subject to regulatory approval in several countries and could close before the end of the year.  After the closing, Bio-Rad will conduct a tender offer to acquire the remaining shares of DiaMed.  We are investigating financing options to fund the a cquisition.  After funding the acquisition, management believes that the remaining availability, together with cash flow from operations, will be adequate to meet our current objectives for operations, research and development, capital additions for plant, equipment and systems.

Cash Flows from Operations

Net cash provided by operations was $33.4 million and $11.5 million for the six months ended June 30, 2007 and 2006, respectively.  Comparing the first half of 2007 to the first half of 2006, the cash paid to suppliers and employees represents proportionally higher growth in expenses than customer collection and sales.  The main improvement in net cash provided by operations is the result of not having the $44.2 million payment relating to the settlement of the ABI litigation in 2006.  This payment reduced an acquisition liability set up as part of the 2004 purchase of MJ GeneWorks, Inc.

We regularly review the allowance for uncollectible receivables and believe net accounts receivable are fully realizable.  We also routinely review inventory for the impact of obsolescence and changes in market prices caused by the introduction of new products, technologies and in government reimbursement policies.

Cash Flows for Investing Activities

Net capital expenditures totaled $27.3 million for the six months ended June 30, 2007 compared to $24.9 million for the same period of 2006.  Capital expenditures represent the addition and replacement of production machinery and research equipment, ongoing manufacturing and facility additions for compliance, and leasehold improvements. All periods include reagent rental equipment placed with Clinical Diagnostics customers who then contract to purchase our reagents for use.  An increase in the investment in reagent rental equipment is anticipated later in the year in connection with the introduction of the BioPlex 2200 multi-analyte system into the diagnostic testing market.  Also included in capital expenditures are investments in business systems and data communication upgrades and enhancements.

21

We continue to review possible acquisitions to expand both our Life Science and Clinical Diagnostics segments.  We routinely meet with the principals or brokers of the subject companies.  We are evaluating some acquisitions on a preliminary basis.  It is not certain that any of these transactions will advance beyond the preliminary stages or be completed.  Should we decide to make an acquisition of any material size, we would need to raise capital, most probably in the public debt market.

The Board of Directors has authorized the repurchase of up to $18.0 million of Bio-Rad's common stock over an indefinite period of time.  This repurchase was designed to both satisfy our obligations under the employee stock purchase and stock option plans and to improve shareholder value.  Through June 30, 2007, we have cumulatively repurchased 1,179,272 shares of Class A Common Stock and 60,000 shares of Class B Common Stock for a total of $14.7 million.  Our credit agreements restrict our ability to repurchase our stock. There were no share repurchases made in the first half of 2007 or all of 2006.  

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

During the six months ended June 30, 2007, there have been no material changes from the disclosures about market risk provided in our Annual Report on Form 10-K for the year ended December 31, 2006.

Item 4.

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this report.  Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in our internal controls over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 16, “Legal Proceedings” in the Notes to Condensed Consolidated Financial Statements of Part 1, Item 1 of this Form 10-Q.

22

Item 1A. Risk Factors

A discussion of risk factors relevant to Bio-Rad is included in our Form 10K for the year ended December 31, 2006 as filed on March 1, 2007.  There have been no significant changes to these risk factors as of June 30, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

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

At Bio-Rad's annual meeting of stockholders on April 25, 2007, the following individuals were elected to the Board of Directors:

	Class of
	Common Stock	Votes	Votes
	Elected From	For	Withheld
James J. Bennett	Class B	4,831,706	2,625
Louis Drapeau	Class A	19,377,841	607,123
Albert J. Hillman	Class A	17,923,362	2,061,062
Ruediger Naumann-Etienne	Class B	4,832,194	2,137
Alice N. Schwartz	Class B	4,832,128	2,203
David Schwartz	Class B	4,831,568	2,763
Norman Schwartz	Class B	4,831,608	2,723

The following proposals were approved at our annual meeting:

	Votes	Votes		Broker
	For	Against	Abstentions	Non-Vote
Ratification of Deloitte & Touche LLP
as Bio-Rad’s independent auditors	6,776,518	55,645	665	3,276
Approval of the Bio-Rad Laboratories, Inc.
2007 Incentive Award Plan	6,198,526	174,836	36,523	426,219

Item 5. Other Information

None.

23

The foregoing matters are described in detail on pages 5-6 and 21-25 of Bio-Rad’s definitive Proxy Statement dated March 30, 2007 filed with the Securities and Exchange Commission and incorporated herein by reference.

Item 6.		Exhibits
(a)  Exhibits
The following documents are filed as part of this report:
Exhibit No.
2.1	Share Purchase Agreement dated as of May 14, 2007 by and among Bio-Rad Laboratories,
	Inc. and certain selling shareholders regarding the purchase of 77.6765% of the equity of
	DiaMed Holding AG. * †
10.15.1	Amendment No. 1 to Real-Time Settlement Agreement dated as of May 4, 2007 by and
	between Bio-Rad Laboratories, Inc., MJ Research, Inc. and Applera Corporation,
	through its Applied Biosystems Group. †
10.17.1	Amendment No. 1 to Real-Time Patent License Agreement dated as of May 4, 2007
	by and between Bio-Rad Laboratories, Inc., MJ Research, Inc. and Applera Corporation
	through its Applied Biosystems Group. †
31.1	Chief Executive Officer Section 302 Certification
31.2	Chief Financial Officer Section 302 Certification
32.1	Chief Executive Officer Certification pursuant to 18 U.S.C Section 1350,
	as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Chief Financial Officer Certification pursuant to 18 U.S.C Section 1350,
	as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*  Pursuant to Regulation S-K Item 601(b)(2), the exhibits and schedules to this agreement have not
been filed.  We agree to furnish supplementally a copy of any omitted exhibits or schedules to the
SEC upon request.
†  We have requested confidential treatment of certain portions of this agreement.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

BIO-RAD LABORATORIES, INC. (Registrant)
Date:	August 8, 2007	/s/ Norman Schwartz
		Norman Schwartz, President,
		Chief Executive Officer
Date:	August 8, 2007	/s/ Christine A. Tsingos
		Christine A. Tsingos, Vice President,
		Chief Financial Officer

25

EX-2

Execution Copy May 14, 2007

Exhibit 2.1

Share Purchase Agreement

by and among

1)

[**]

2)

[**]

3)

[**]

4)  

[**]

5)  

[**]

6)

[**]

7)

[**]

 (collectively the "Sellers" and individually "Seller"),

all Sellers being represented by Peter Bohnenblust, of Wynau/BE, in CH-3063 Ittigen/BE, Switzerland

and

Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547, US

(the "Buyer")

and (only with regard to Sections 11.10, 11.11, 13 and 14)

[**]

 (“Mr. [**]”)

Legend:

[**]  This material has been omitted pursuant to a request for confidential treatment.  The material has been filed separately with the Commission.

Share Purchase Agreement DiaMed Holding AG

2/54

and

[**]

 (“Mr. [**]”)

regarding the purchase of 77,6765 % of the equity of

DiaMed Holding AG

("DiaMed")

____________________

Contents

1.

DEFINITIONS

4

2.

SALE AND PURCHASE OF SHARES

9

2.1

Object of Sale

10

2.2

Purchase Price

10

2.3

Determination of Final Payment Adjustment

11

2.4

Payment of Final Payment Adjustment

14

3.

ACTIONS BEFORE CLOSING / CONDITIONS PRECEDENT

14

3.1

Actions before Closing

14

3.2

Conditions Precedent to Closing

16

4.

CLOSING

19

4.1

Date and Place of Closing

19

4.2

Deliveries of Sellers

19

4.3

Deliveries of Buyer

21

5.

DIRECTORS

21

5.1

Discharge of Directors

21

5.2

No Claims against Directors and Officers

22

6.

TRANSFER OF BENEFITS AND RISKS / MANAGEMENT RESPONSIBILITY

22

7.

REPRESENTATIONS AND WARRANTIES OF SELLERS

23

7.1

General

23

7.2

Representations and Warranties of Sellers

23

8.

REPRESENTATIONS OF BUYER

32

8.1

Corporate Matters

32

8.2

Authorization of Agreement

33

8.3

Funds

33

9.

REMEDIES

33

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

3/54

9.1

Principle

33

9.2

Buyer Claim

34

9.3

Exclusion of Liability

35

9.4

Third Party Claims

36

9.5

Knowledge

36

9.6

Remedies of Sellers

36

10.

EXPIRATION OF CLAIMS / LIMITATION OF CLAIMS

37

10.1

Expiration of Claims

37

10.2

Limitation of Claims

37

10.3

Exclusivity of Remedies

37

11.

COVENANTS / INDEMNIFICATIONS

38

11.1

General

38

11.2

Restricted Actions

38

11.3

Buyer’s Indemnity

40

11.4

Sellers’ Indemnities

40

11.5

Offer to Minority Shareholders in DiaMed

41

11.6

[**]

42

11.7

Name and Trademark “DiaMed”

42

11.8

[**]

39  

11.9

Consultancy Agreement with Mr. Adam

43

11.10

Non-Compete Clause

43

11.11

Stiftung

44

11.12

TCFG et alt.

44

12.

LIABILITY CAP

44

13.

MISCELLANEOUS

45

13.1

Confidentiality

45

13.2

Public Announcements

46

13.3

Expenses and Costs

46

13.4

Taxes

46

13.5

Notices

47

13.6

Waiver

48

13.7

Entire Agreement / Incorporation by Reference / Amendment

48

13.8

Severability

48

13.9

No Assignment

48

13.10

Interest

49

13.11

Governing Language

49

13.12

Guarantees

49

14.

GOVERNING LAW / ARBITRATION

49

14.1

Governing Law

49

14.2

Arbitration Clause

49

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

4/54

Preamble

A.

DiaMed is a stock corporation (Aktiengesellschaft) organized under Swiss law, registered in the commercial register of the canton of Freiburg under registration number CH-217-0530150-3 and having its corporate seat in Cressier, Switzerland. Sellers are shareholders of DiaMed as follows:

Seller 1	[**]   shares
Seller 2	[**]   shares
Seller 3	[**]   shares
Seller 4	[**]   shares
Seller 5	[**]   shares
Seller 6	[**]   shares
Seller 7	[**]   shares

Sellers are therefore together shareholders of DiaMed holding together 13’205 (or 77,6765 %) of all of the 17’000 registered shares (Namenaktien) with a par value of CHF 100 each (the 13’205 shares of Sellers being the "Shares") issued by DiaMed. DiaMed holds 1’639 (or 9,64 %) of the 17’000 registered shares (= DiaMed’s own shares (eigene Aktien)).

B.

Sellers are the legal owners of record of all Shares.

C.

As of the date of this Agreement, DiaMed owns the shares in the Subsidiaries, as stated in Exhibit 7.2.2.

D.

Sellers intend to sell the Shares to Buyer and Buyer intends to purchase the Shares from Sellers pursuant to the terms and conditions of this Agreement.

E.

Buyer has had, prior to the execution of this Agreement, access to information relating to the business, financial, fiscal, legal, insurance and other conditions of the DiaMed Companies and the DiaMed Business. In particular, such information was provided (i) in a physical data room and a due diligence review respectively, (ii) through the Information Memorandum number GM3Z9 of September 26, 2006, (iii) in one-to-one meetings, (iv) during management presentations and management interviews, (v) during visits at the sites, and (vi) during the negotiation process. Buyer has carefully reviewed and examined such information. A list of some of the information made available to Buyer during the sales process is attached hereto as Exhibit E ("Disclosure Letter").

Now, therefore, the parties agree as follows:

1.

Definitions

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

5/54

"Accounting Principles" shall mean, (i) with respect to DiaMed, the accounting principles consistently applied in the past by DiaMed in accordance with the standards required by the CO (art. 662 – 669), (ii) with respect to DiaMed's Subsidiaries, the accounting principles consistently applied in the past by such Subsidiaries in accordance with the relevant laws, regulations and directives applicable to such Subsidiaries; and (iii) with respect to consolidated accounts, the accounting principles consistently applied in the past by DiaMed in accordance with the standards required by the CO (art. 662 – 669, with special emphasis on art. 663e and 663g).

“Action” shall have the meaning set forth in Section 7.2.9.

"Affiliate" shall mean a person or Business Association, which exercises Control over a second person or Business Association, or is under Control by it, or is under common Control by the same person or Business Association.

"Agreement" shall mean this Share Purchase Agreement including all of its Exhibits and related documents.

“Assets” shall have the meaning set forth in Section 7.2.5.

"Business Association" shall mean a general or limited partnership, a corpora­tion, a business trust, a limited liability company, a trust, an unincorporated organization doing business, a government or any department or agency thereof, a joint venture or any other person or entity doing business.

"Business Day" shall mean any day on which the commercial banks in Freiburg, Switzerland, and Hercules, US, are open for normal business transactions.

"Buyer" shall mean the buyer as stated on the first page(s) of this Agreement;

"Buyer Claim" shall have the meaning set forth in Section 9.2 of this Agreement.

"CHF" shall mean Swiss Francs being the lawful currency of Switzerland.

"Closing" shall mean the consummation of the transactions set forth in Section 4 of this Agreement.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

6/54

"Closing Date" shall mean the date of Closing as provided for in Section 4.1 of this Agreement.

“Closing Date Consolidated Financial Statements” shall have the meaning set forth in Section 2.2.1 (b) of this Agreement.

"Closing Memorandum" shall have the meaning set forth in Section 3.1.4.

"Closing Payment" shall have the meaning set forth in Section 2.2.1 (a).

"CO" shall mean the Swiss Code of Obligations (OR).

“Competition Law Material Adverse Effect” shall mean a material adverse effect or a material adverse change on (i) the assets of the DiaMed Companies on the one hand or Buyer and its Affiliates on the other hand, as the case may be, each taken as a whole, the business or the condition (financial or otherwise), properties liabilities, reserves, working capital, earnings, technology, prospects or relations with customers, suppliers, distributors or employees of the DiaMed Companies on the one hand or Buyer and its Affiliates on the other hand, as the case may be, each taken as a whole, or (ii) the right or ability of DiaMed, the DiaMed Companies or Buyer and its Affiliates, as the case may be, to consummate the transactions contemplated by this Agreement.

"Control" shall be deemed to exist if a person or Business Association (either alone or with its Affiliates) owns more than half of the voting rights or equity capital of a Business Association, or is otherwise able to exert a controlling influence over another person or Business Association.

“Cressier Site” shall have the meaning set forth in Section 11.6.

"Damages" shall have the meaning set forth in Section 9.1 of this Agreement.

"December 31, 2006 Consolidated Financial Statements" shall have the meaning set forth in Section 7.2.3(ii).

"December 31, 2006 Statutory Financial Statements" shall have the meaning set forth in Section 7.2.3(i).

"DiaMed" shall mean DiaMed Holding AG, Industriezone, 1785 Cressier, Switzerland.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

7/54

"DiaMed Business" shall mean the business conducted by the DiaMed Companies.

“DiaMed Company” shall mean DiaMed or any of the Subsidiaries and "DiaMed Companies" shall mean DiaMed and the Subsidiaries.

“Disclosure Information” shall mean the information fully disclosed in the documents as per Exhibit 1a), the Disclosure Letter, this Agreement and its Exhibits.

"Disclosure Letter" shall mean the written information made available to Buyer as set forth in Exhibit E.

"Employee Benefit Plans" shall have the meaning set forth in Section 7.2.8.

"Escrow Agent" shall mean Banque Pictet & Cie, Bärengasse 25, 8001 Zürich, Switzerland

"Escrow Agreement" shall have the meaning set forth in Section 2.2.2 (b).

"Final Payment Adjustment" shall have the meaning as set forth in Section 2.3 (b) of this Agreement.

“Floor” shall have the meaning set forth in Section 10.2.

"Governmental Approvals" shall have the meaning set forth in Section 3.2.1(a).

"Independent Accountant" shall mean BDO Visura, Zürich. If BDO Visura has notified the parties in writing that it is not in a position to act and if within 30 Business Days from the date where BDO Visura informed Seller and Buyer that it is not in a position to act, the parties have failed to agree on the selection of the Independent Accountant, such Independent Accountant shall thereupon be selected upon the application of either Seller or Buyer on behalf of both parties by the president of the Zurich Chamber of Commerce with it being a requirement that the president of the Zurich Chamber of Commerce shall select a reputable international accounting firm with offices in Switzerland having no material relation to a party or an individual who works or has worked for such an international accounting firm.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

8/54

"Intellectual Property Rights" shall have the meaning set forth in Section 7.2.6 of this Agreement.

“Laws” shall have the meaning set forth in Section 7.2.11.

"Lien" shall mean any lien, charge, encumbrance, security interest including but not limited to interests arising from options, pledges, mortgages, indentures, se­curity agreements, rights of first refusal or rights of pre-emption, irrespective of whether such Lien arises under any agreement, covenant, other instrument, the mere operation of statutory or other laws or by means of a judgment, order or decree of any court, judicial or administrative authority, and shall also mean any approval or consent required from a third party to the exercise or full vesting of a right or title.

"Long Stop Date" shall have the meaning set forth in Section 3.2.4(b)(ii).

"Majority of Sellers" shall mean such Sellers together who sell more than 50% of the total of the outstanding shares in DiaMed.

“Material Adverse Effect” shall mean a material adverse effect or a material adverse change of more than CHF 2’000’000.-- (Swiss Francs two million) on the assets or 4’000’000 (Swiss Francs four million) on the sales or CHF 700’000.-- (Swiss Francs seven hundred thousand) on the EBITDA (Betriebsergebnis I) of the DiaMed Companies taken as a whole.

"Minority Shareholders" shall have the meaning set forth in Section 11.5 of this Agreement.

“Mr. [**]” shall mean Mr.    [**] as stated on the first page(s) of this Agreement.

“Mr. [**]” shall mean Mr.     [**] as stated on the first page(s) of this Agreement.

"Net Asset Value" shall have the meaning as set forth in Art. 2.3 (a) of this Agreement.

"Notice of Objection" shall have the meaning as set forth in Art. 2.3 (b) of this Agreement.

“Permit” shall have the meaning set forth in Section 7.2.10.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

9/54

"Proposed Final Payment Adjustment" shall have the meaning as set forth in Art. 2.3 (a) of this Agreement.

"Purchase Price" shall have the meaning set forth in Section 2.2.1 of this Agreement.

"Resigning Directors" shall have the meaning set forth in Section 4.2.2(b) of this Agreement.

"Seller" shall mean each individual or entity referred to as Seller.

"Sellers" shall mean all Sellers as a whole or several of Sellers as the case may be.

"Shares" shall have the meaning set forth in Section A of the Preamble.

"Stiftung" shall have the meaning set forth in Section 4.2.2(i).

"Subsidiaries" shall mean the subsidiaries of DiaMed listed in Exhibit 7.2.2 (with the exception of DiaMed being listed in this Exhibit 7.2.2 as well).

"Tax(es)" shall mean all liabilities to pay public duties, including (i) taxes like income taxes (personal or corporate), capital taxes, stamp duties (both on the issuance and on the transfer of securities), withholding taxes, value added taxes, and all other taxes, duties, levies or imposts payable to any competent taxing authority in any jurisdiction, and (ii) social security contributions and the like, as well as in both cases any interest, penalties, costs and expenses reasonably related thereto.

"TCFG" shall mean The Corporate Finance Group, Berne, Switzerland.

"Third Party Claim" shall have the meaning set forth Section 9.4 of this Agreement.

"Time Limitations" shall have the meaning set forth in Section 10.1 of this Agreement.

2.

Sale and Purchase of Shares

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

10/54

2.1

Object of Sale

Subject to the terms and conditions of this Agreement, Sellers hereby agree to sell and, at the Closing Date, to transfer to Buyer, and Buyer hereby agrees to purchase from Sellers, the full legal and beneficial ownership of the Shares, free and clear from any Lien. Sellers shall sell to Buyer individually, not jointly, that number of Shares as listed in the Preamble, Paragraph A.

2.2

Purchase Price

2.2.1

Composition of Purchase Price

The purchase price for the Shares to be paid by Buyer to Sellers in accordance with Section 2.2.2 (the "Purchase Price") shall consist of:

(a)

the closing payment payable in accordance with Section 2.2.2(a) and Section 2.2.2(b) amount­ing to CHF 37’059.-- (Swiss Francs thirty seven thousand and fifty nine) per Share and to CHF 489’364’095.-- (Swiss Francs four hundred eighty nine million three hundred sixty four thousand and ninety five) for a total of 13’205 (thirteen thousand two hundred five) Shares (the "Closing Payment");

(b)

minus the final payment adjustment payable in accordance with Section 2.2.2 (c) (the "Final Payment Adjustment"). The Final Payment Adjustment shall be determined following the procedure provided for in Section 2.3 on the basis of the audited consolidated financial statements as at the Closing Date (the “Closing Date Consolidated Financial Statements”); and

(c)

minus an agreed upon payment adjustment of CHF 12’500’000.-- (Swiss Francs twelve million five hundred thousand).

2.2.2

Payment of Purchase Price

The Purchase Price shall be payable as follows:

(a)

85 % of the Closing Payment, minus the amount of CHF 12’500’000.--(see Section 2.2.1(c)), to Sellers at the Closing;

(b)

15 % of the Closing Payment to the Escrow Agent pursuant to the escrow agreement as set forth in Exhibit 2.2.2 (b) (the “Escrow Agreement”) at the Closing;

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

11/54

(c)

the Final Payment Adjustments, within 10 business days after (i) its becoming final and binding pursuant to Section 2.3(b) or (ii) the determination of the Final Payment Adjustments in accordance with Section 2.3(d).

2.3

Determination of Final Payment Adjustment

(a)

Buyer shall cause DiaMed to prepare and deliver to Sellers and to Buyer the Closing Date Consolidated Financial Statements, prepared and established in accordance with the Accounting Principles and audited by Cotting Revisions AG, Düdingen. Buyer shall cause the DiaMed Companies (i) to allow Sellers and their professional advisors, if any, to closely follow the preparation and establishment of the Closing Date Consolidated Financial Statements and to give their views on all major items of drafts of the Closing Date Consolidated Financial Statements; and (ii) for the aforementioned purposes stated in (i) and for the purposes of the examination of the Closing Date Consolidated Financial Statements to give Sellers and their professional advisors, if any, access, during ordinary business hours, to their books, records and personnel as Sellers may reaso nably request. Buyer shall cause Cotting Revisions AG i) to allow Sellers and their professional advisors, if any, to closely follow the auditing of the Closing Date Consolidated Financial Statements by Cotting Revisions AG and to give its view on all major issues of such audit, including, but not limited to drafts of the audit report, and (ii) for the aforementioned purposes stated in (i) and for the purposes of preparing its own financial statements as required  by law, to give Sellers and their professional advisors, if any, access during ordinary business hours, to its working papers, records and personnel as Sellers may reasonably request. On the basis of the Closing Date Consolidated Financial Statements, and applying the calculation method provided for in Exhibit 2.3(a), Buyer shall calculate the consolidated net asset value of the DiaMed Companies as of the Closing Date (the “Net Asset Value”) and shall propose the Final Payment Adjustment (the &# 147;Proposed Final Payment Adjustment”); such Proposed Final Payment Adjustment shall be calculated pursuant to Section 2.4. The cost and expenses of the preparation and auditing of the Closing Date Consolidated Financial Statements (including the cost and expenses incurred by Buyer and its professional advisors, if any, in connection with Buyer’s activities pursuant to this Section 2.3 (a)) shall be borne by DiaMed (it being understood that the cost and expenses of Cotting

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

12/54

Revisions AG, the local auditors and of Buyer and its professional advisors shall not be included in the calculation of the Net Asset Value), except for the cost and expenses incurred by Sellers and their professional advisors, if any, in connection with Sellers’ activities pursuant to this Section 2.3 (a), which cost shall be borne by Sellers.

(b)

Unless Sellers give notice to Buyer within 20 Business Days following receipt of the Proposed Final Payment Adjustment that they disagree with a specific item or spe­cific items of the Closing Date Consolidated Financial Statements or the Proposed Final Payment Adjustment (the "Notice of Objection"), stating in writing and in reasonable detail the reasons for its disagreement and the result of such disagreement on the Closing Date Consolidated Financial Statements and/or the Proposed Final Payment Adjustment, the Proposed Final Payment Adjustment shall be deemed final and binding for all purposes (the "Final Payment Adjustment").

(c)

Sellers and Buyer shall endeavour in good faith to resolve any objection of Sellers within 20 Business Days after Buyer’s receipt of Sellers’ Notice of Objection. If the parties are unable to do so, either party may refer the matter to the Independent Accountant to establish independently, on the terms set forth in this Section, the Closing Date Consolidated Financial Statements and the Final Payment Adjustment. In so doing, the Independent Accountant shall act as an expert (Schiedsgutachter) as that term is defined in § 258 of the Zurich Code of Civil Procedure, and not as an arbitrator, and its determination of any subject matter falling within the scope of its mandate shall be final and binding on the parties (Schiedsgutachten), except in the event of manifest error on the part of the Independent Accountant, as a con sequence of which the relevant part of his or her determination shall be void and the matter be remitted to the Independent Accountant for correction.

(d)

Sellers and Buyer shall procure that the Independent Accountant will be furnished with all documents and information relating to the Closing Date Consolidated Financial Statements and the Proposed Final Payment Adjustment as the Independent Accountant may request. Except to the extent that the parties agree otherwise, the Independent Accountant shall determine its own procedure, subject to the following terms:

(i)

Apart from procedural matters and as otherwise set forth in this Agreement, the Independent Accountant shall determine only:

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

13/54

(1)

whether the specific items of the Closing Date Consolidated Financial Statements and/or the Proposed Final Payment Adjustment which are disputed by Sellers in Sellers’ Notice of Objection are correct and established in accordance with this Section 2.3, and, if not, what alterations should be made to the Closing Date Consolidated Financial Statements and/or the Proposed Final Payment Adjustment in order to correct the relevant inaccu­racy of such specific items; and

(2)

based on the corrections made to the Closing Date Consolidated Financial Statements and/or the Proposed Final Payment Adjust­ment, the Final Payment Adjustment;

(ii)

the Independent Accountant shall make its determination pursuant to Section 2.3(d)(i) as soon as reasonably practicable but not later than 45 Business Days from the date of its appointment;

(iii)

the procedure of the Independent Accountant shall comply with the requirements of due process; the Independent Accountant shall in particular:

(1)

give the parties a reasonable opportunity to make written and oral submissions;

(2)

require that each party submits simultaneously with any written submission to the Independent Accountant a copy of such submission to the other party; and

(3)

permit each party to be present while oral submissions are be­ing made by the other party.

(e)

Each party and the Independent Accountant shall, and shall procure that its respective professional advisers shall keep all information and documents provided to them pursuant to this Section 2.3 confidential and shall not use the same for any purpose other than the use in connection with the preparation of the Closing Date Consolidated Financial Statements and/or the Proposed Final Payment Adjustment, the proceedings before the Independent Accountant or otherwise in connection with the determination of the Final Payment Adjustment.

(f)

The costs and expenses (including VAT) of the Independent Accountant

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

14/54

shall be allocated between Sellers and Buyer in proportion to Sellers’ and Buyer’s relative success before the Independent Accountant (measured against Sellers’ and Buyer’s position in their initial submissions to the Independent Accountant).

2.4

Payment of Final Payment Adjustment

If the Net Asset Value, as determined pursuant to Section 2.3, is an amount exceeding CHF 107 million, then Buyer shall owe to Sellers as the Final Payment Adjustment as set forth in Section 2.2.2 (c) CHF 0.-- (Swiss Francs zero). In such case, Sellers and Buyer shall jointly instruct the Escrow Agent to pay 5 % of the Closing Payment, including net interest accrued on the 5 % of the Closing Payment in the period from the Closing Date to the payment date of the Final Payment Adjustment out of the amount held in escrow to Sellers.

If the Net Asset Value, as determined pursuant to Section 2.3, is an amount lower than CHF 107 million, then Sellers (each Seller in proportion of the number of shares sold by such Seller to the sum of the total number of Shares sold hereunder plus the number of DiaMed’s own shares (eigene Aktien) as per Section A of the Preamble) shall owe to Buyer such difference as the Final Payment Adjustment as set forth in Section 2.2.2 (c), including interest accrued in the period from the Closing Date to the payment date of the Final Payment Adjustment at the rate set forth in Section 13.10. In such case, Sellers and Buyer shall jointly instruct the Escrow Agent to pay the Final Payment Adjustment, including interest, up to a maximum of 5 % of the Closing Payment, out of the amount held in escrow to Buyer. If the amount of the Final Payment Adjustment, including interest, exceeds 5 % of the Closing Payment, Sellers (each Seller again in proportion of the number of shares sold by such Seller to the sum of the total number of Shares sold hereunder plus the number of DiaMed’s own shares (eigene Aktien) as per Section A of the Preamble) shall pay the difference between the amount paid by the Escrow Agent to Buyer and the Final Payment Adjustment as set forth in Section 2.2.2 (c), including interest, to Buyer. If the amount of the Final Payment Adjustment, including interest, does not exceed 5 % of the Closing Payment, Sellers and Buyer shall jointly instruct the Escrow Agent to pay the difference between the Final Payment Adjustment and 5 % of the Closing Payment, including net interest, out of the amount held in escrow to Sellers.

3.

Actions before Closing / Conditions Precedent

3.1

Actions before Closing

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

15/54

3.1.1

General

Unless specifically otherwise provided herein, the parties undertake to use their reasonable best efforts to procure that:

(a)

the conditions precedent set forth in Section 3.2 will be satisfied on or by the Closing Date;

(b)

they and all their Affiliates will do all acts and things reasonably necessary (and within their power) to implement the transactions contemplated by this Agreement as soon as possible after the date of this Agreement, including, but not limited to the acceptance by Buyer and its Affiliates of conditions which do not have a Competition Law Material Adverse Effect pursuant to Section 3.2.1(a).

The parties shall fully co-operate and promptly inform each other of any relevant actions taken prior to Closing.

3.1.2

Filings and Submissions

No later than thirty (30) Business Days following the date of this Agreement, Buyer and, if so required by applicable law, Sellers, shall make all filings and submissions required pursuant to Exhibit 3.2.1(a). In order to obtain the requisite approval for the transactions contemplated by this Agreement under applicable merger control laws, both parties shall:

(i)

reasonably cooperate with the other party in the preparation of the filings and submissions and in connection with any filing, submission, investigation or inquiry;

(ii)

provide the other party with all documents and other information and such assistance as is reasonably necessary to make the filings and submissions as soon as possible;

(iii)

consult with the other party before making any filings and submissions;

(iv)

supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable laws and take all other procedural actions required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire;

(v)

promptly provide the other party with copies of any written communication received from or sent to (or written summaries of any

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

16/54

non-written communication) the competent authorities in connection with any filing, submission, investigation or inquiry.

3.1.3

Details of Payments

85 % of the Closing Payment, minus the amount of CHF 12’500’000.--,  as per Section 2.2.1 (a) shall be paid by Buyer for the benefit of Sellers to an account indicated by Sellers. Sellers shall deliver to Buyer the payment instructions (bank account no. etc) for the payment no later than five (5) Business Days prior to the anticipated date of the Closing.

15 % of the Closing Payment shall be paid to the accounts indicated in the Escrow Agreement.

3.1.4

Draft of Closing Memorandum

Sellers shall no later than five (5) Business Days prior to the anticipated date of the Closing deliver to Buyer the draft of a closing memorandum which describes the closing actions pursuant to Section 4 for the consummation of the transactions contemplated by this Agreement (the "Closing Memorandum").

3.1.5

Stiftung

Sellers and Buyer shall jointly approach the authority supervising the Stiftung to inform it of the envisaged execution of the Stiftung License Agreement (see Section 4.2.2(i)) and the envisaged board appointment pursuant to Section 11.11.

3.2

Conditions Precedent to Closing

3.2.1

Conditions to the Obligations of Each Party

The respective obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (where so permitted) of the following conditions:

(a)

Buyer and, if so required by applicable law, Sellers shall have obtained all necessary approvals from competent merger control and all other authorities as set forth in Exhibit 3.2.1(a) (except from the authorities in Brasil) either unconditionally or on conditions which do not have a Competition Law Material Adverse Effect (the "Governmental Approvals"), and/or any waiting periods under applicable merger control

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

17/54

or other laws shall have duly lapsed or been terminated; and

(b)

no action shall be pending and no order, injunction or decree of any competent court, administrative body or arbitration tribunal exists which seeks to enjoin, re­strain, impede or levy a substantial difficulty on the consumma­tion of the transactions contemplated by this Agreement.

3.2.2

Conditions to the Obligations of Buyer

The respective obligations of Buyer to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver of the following condition:

(a)

Sellers shall have performed in all material respects all of their obligations to be performed under this Agreement on or prior to Closing; and

(b)

There shall not be a material adverse effect or a material adverse change of more than CHF 20‘000’000.-- (Swiss Francs twenty million) on the assets or of CHF 40’000’000.-- (Swiss Francs forty million) on sales or of CHF 10’000’000.-- (Swiss Francs ten million) on the EBITDA (Betriebsergebnis I) of the DiaMed Companies taken as a whole since the execution of this Agreement.

3.2.3

Conditions to Obligations of Sellers

The respective obligations of Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver of the following condition:

(a)

Buyer shall have performed in all material respects all of its obligations to be performed under this Agreement on or prior to Closing; and

(b)

Buyer’s representations and warranties pursuant to Section 8 shall be true and correct in all material respect.

3.2.4

Non-Fulfillment / Termination

(a)

The parties shall inform each other forthwith upon becoming aware of any fact or matter which could reasonably be expected to constitute a non-fulfillment of a condition set forth in Sections 3.2.1, 3.2.2 and/or

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

18/54

3.2.3. The parties shall enter into good faith negotiations on how to resolve the issue and, without prejudice to any other provision of this Agreement, each party shall be entitled to seek to cure at its own expense any breach or non-fulfillment. At any time prior to Closing, (i) a Majority of Sellers and Buyer may jointly waive (where so permitted) the conditions to Closing set forth in Section 3.2.1 (in their entirety or portions thereof), (ii) Buyer may waive the conditions to Closing set forth in Section 3.2.2 (in their entirety or portions thereof), and (iii) a Majority of Sellers may waive the conditions to Closing set forth in Section 3.2.3 (in their entirety or portions thereof).

(b)

This Agreement may be terminated at any time prior to the Closing Date solely

(i)

by mutual consent of Buyer and Sellers;

(ii)

by a Majority of Sellers, on the one side, or Buyer, on the other side, if the Closing shall not have occurred prior to or on April 1, 2008 (the "Long Stop Date"); provided that the right to terminate as set forth herein shall not be available to either party whose failure to fulfill any material covenant or obligation under this Agreement has been the cause of the failure of the Closing to occur on or before such date;

(iii)

by a Majority of Sellers, on the one side, or by Buyer, on the other side, if a competent authority has issued any final judgment or decision regarding a Governmental Approval which unconditionally or on conditions which have a Competition Law Material Adverse Effect prohibits the transaction.

(c)

If this Agreement is terminated pursuant to Section 3.2.4(b)(ii) or (iii), such termination shall be without liability of a party to the other party; pro­vided, however, that if such termination is the result of (i) the willful or grossly negligent misconduct of either party to satisfy their respective ob­ligations under Section 3, or (ii) a willful failure to perform a covenant under this Agreement, such party shall be liable to the other party for any damage, loss, cost or expense incurred or sustained as a result of such misconduct.

In the event of any termination of this Agreement pursuant to this Section, this Agreement shall become null and void and of no further force and effect, except Sections 13.1, 13.3, 13.4, 13.5, 13.11, 13.12, 14.1 and 14.2.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

19/54

4.

Closing

4.1

Date and Place of Closing

The Closing shall take place at the premises of Walder, Wyss & Partners, Zurich, or at any other place as agreed by the parties. The Closing will occur on the fifth (5) Business Day (unless the parties agree in writing to another date) after the satisfaction or waiver (where so permitted) of the conditions set forth in Sections 3.2.1, 3.2.2 and 3.2.3, or, if the conditions set forth in Sections 3.2.1, 3.2.2 and 3.2.3 have not been satisfied or waived (where so permitted) at such date to which the parties agree in writing (the “Closing Date”).

The parties shall use all reasonable best efforts to reach the Closing as soon as possible.

4.2

Deliveries of Sellers

Upon the terms and subject to the conditions contained herein, Sellers shall deliver or cause to be delivered to Buyer the following at or prior to the Closing:

4.2.1

Shares

Certificates representing the Shares, endorsed to Buyer and free and clear of any Lien.

4.2.2

Various

(a)

Documents evidencing the satisfaction of the conditions precedent set forth in Section 3.2.1(a) (in so far as within the responsibility of Sellers), and Section 3.2.2, if any; and

(b)

Letters of resignation, with effect as of the Closing Date, of the individuals listed in Exhibit 4.2.2(b) hereto as members of the board of directors of the DiaMed Companies (the "Resigning Directors");

(c)

Unanimous resolution of DiaMed’s board of directors consenting to the transfer of the Shares to Buyer and the registration of Buyer as shareholder in DiaMed’s share register;

(d)

DiaMed’s share register evidencing Buyer’s ownership of the Shares;

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

20/54

(e)

Share certificates or equivalent documents in the relevant jurisdiction in respect of all shares held, directly or indirectly, by DiaMed in DiaMed Companies;

(f)

Signed termination agreements between Mr. [**] and the DiaMed Companies concerned terminating the employment agreements and other remuneration arrangements between Mr. [**] and the DiaMed Companies concerned with effect as of the Closing Date;

(g)

Signed termination agreements between Mr. [**] and the DiaMed Companies concerned terminating the employment agreements and other remuneration arrangements between Mr. [**] and the DiaMed Companies concerned with effect as of the Closing Date;

(h)

Signed agreement between DiaMed, DiaMed AG and DiaMed (Schweiz) AG on the one hand and Mr. [**] on the other hand [**]         substantially in the form of Exhibit 4.2.2(h)

(i)

Signed exclusive license agreement between Stiftung Für Diagnostische Forschung (“Stiftung”) and DiaMed AG in the form attached hereto as Exhibit 4.2.2(i) (the “Stiftung License Agreement”), which shall amend or supersede all existing written or oral agreements between Stiftung and DiaMed, its affiliates, shareholders or employees, as set forth in the Stiftung License Agreement and which shall be binding and enforceable against the Stiftung;

(j)

Audited December 31, 2006 statutory financial statements and audited December 31, 2006 consolidated financial statements of the DiaMed Companies;

(k)

Evidence of the cancellation of i) the [**] between the DiaMed Companies concerned and [**] and of ii) the guarantee (Garantie) granted by the DiaMed Companies concerned for [**] in connection with obligations of                                 [**]                                          between the DiaMed Companies concerned and [**], and evidence of the repayment by       [**]     &nbs p; of any loans granted to it by any DiaMed Company;

(l)

Evidence of the repayment by Sellers to the respective DiaMed Company of all invoices addressed to DiaMed Companies (i) by Baker & McKenzie and Dr. Henninger in connection with the sale of shares in DiaMed and in particular the Shares, and (ii) by TCFG;

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

21/54

(m)

Consultancy agreement between Mr. Adam and DiaMed pursuant to Section 11.9 signed by Mr. Adam and DiaMed; and

(n)

Copy of any power of attorney under which any of the actions referred to in this Section 4.2 are executed, including evidence reasonably satisfactory to Buyer of the authority of any person signing on behalf of Sellers.

4.3

Deliveries of Buyer

Upon and subject to the terms and conditions contained herein, Buyer shall deliver or cause to be delivered to Sellers the following at the Closing:

4.3.1

Regarding Payment of the Purchase Price

Payment of an amount equal to the Purchase Price that is payable at the Closing  to the accounts as set forth in Section 3.1.3 in accordance with Section 2.2.2 of this Agreement.

4.3.2

Various

(a)

Documents evidencing the satisfaction of the conditions precedent set forth in Section 3.2.1(a) (insofar as within the responsibility of Buyer) and Section 3.2.3, if any;

(b)

Copy of any power of attorney under which any of the actions referred to in this Section 4.3 are executed, including evidence reasonably satisfactory to Sellers of the authority of any person signing on behalf of Buyer.

5.

Directors

5.1

Discharge of Directors

As soon as possible after the Closing Date, Buyer shall cause each of the DiaMed Companies to hold such corporate meetings which are necessary pursuant to applicable laws and/or statutes to discharge the Resigning Directors; furthermore, Buyer shall use all its votes, or cause the relevant DiaMed Company to use all its votes, at such meetings in favor of the discharge of the Resigning Directors.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

22/54

5.2

No Claims against Directors and Officers

Buyer shall not make, and procure that no DiaMed Company shall make, any civil, criminal or administrative claim of whatsoever nature against any present or former director or officer of the DiaMed Companies out of or in connection with the transactions contemplated by this Agreement, without prejudice to Buyer’s right to bring a claim against Sellers under this Agreement.

Buyer shall furthermore not make, and procure that no DiaMed Company shall make, any civil, criminal or administrative claim of whatsoever nature against any present or former director or officer of the DiaMed Companies out of or in connection with any acts or omissions of such person in connection with his position as a director, officer, employee or shareholder of DiaMed or the DiaMed Companies prior to the Closing, without prejudice to Buyer’s right to bring a claim against Sellers under this Agreement.

Sellers shall not make any civil, criminal or administrative claim of whatsoever nature against any present or former director or officer of the DiaMed Companies out of or in connection with any acts or omissions of such person in connection with his position as a director, officer, employee or shareholder of DiaMed or the DiaMed Companies prior to the Closing.

In the event that any present or former director or officer is sued (or is threatened to be sued), irrespective of the type of procedure, Buyer shall arrange that, subject to adequate measures regarding confidentiality (like the signing of a standard confidentiality agreement), the director or officer so concerned shall have access to documents and information of the DiaMed Companies, and that such director and officer may make copies of all relevant documents with DiaMed Companies at actual cost of such copies, in so far as this seems, at the reasonable discretion of such director and officer, necessary for the defense of the lawsuit.

6.

Transfer of Benefits and Risks / Management Responsibility

Benefits and risks with regard to the DiaMed Business and the DiaMed Companies shall pass to Buyer at the Closing.

Any dividends of DiaMed concerning the Shares declared after the Closing shall belong to Buyer.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

23/54

Immediately after the Closing, Buyer takes over full responsibility for the DiaMed Business and the DiaMed Companies’ management and operations.

7.

Representations and Warranties of Sellers

7.1

General

Buyer confirms that it has carried out a due diligence review of the DiaMed Companies and the DiaMed Business and other investigations as set forth in Section E of the Preamble.

7.2

Representations and Warranties of Sellers

Each Seller hereby represents and warrants (gewährleistet) that the statements set forth hereinafter are, as at the date of signing of this Agreement, and will be, as of the Closing Date, true and correct.

Sellers do not make any representations and warranties (neither express nor tacit or by implication) other than those expressly made in Section 7.2 of this Agreement. Buyer acknowledges that, other than as expressly provided in this Agreement, Sellers have not made, and do not make, and Buyer has not relied and does not rely on, any representation or warranty, express or implied, pertaining to the subject matter of this Agreement.

7.2.1

Authorization of Agreement

Each Seller has full power and authority to enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each Seller and is a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms. No injunction issued by any court or governmental authority relating to such Seller in order to restrain or prohibit the consummation of the transactions contemplated by this Agreement is presently in effect, and no suit, action or other legal or administrative proceeding relating to Sellers is threatened in writing or pending before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement.

7.2.2

Corporate Matters

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

24/54

(a)

General

Each of the DiaMed Companies is duly incorporated, organized and validly existing under the laws applicable to the DiaMed Company concerned and as set forth in the respective articles of association or by-laws as currently in force and has full corporate power and authority to conduct its business as presently being conducted.

(b)

Ownership

Each of Sellers is the owner of and has good and valid title to the Shares sold hereunder by such Seller and has the full and unrestricted right, power and authority to validly sell, assign, transfer, convey and deliver, as of Closing, such shares and such shares will be free and clear of any Lien.

DiaMed is the sole (direct or indirect) owner of and has good and valid title to the issued and outstanding shares of each of the Subsidiaries, free and clear of any Lien, as set forth in Exhibit 7.2.2.

Exhibit 7.2.2 lists all the owners of the shares in DiaMed and in the Subsidiaries, with regard to owners other than DiaMed Companies to the Sellers’ best knowledge.

(c)

Capital Structure

The DiaMed Companies have the capital set forth in Exhibit 7.2.2. No further capital, non-voting stock, convertible securities or similar rights in the DiaMed Companies have been or will by the Closing Date be created or issued or agreed to be issued.  All outstanding shares of the DiaMed Companies have been duly authorized, validly issued, fully paid for and are non-assessable.

7.2.3

Financial Statements

(i)

the unaudited balance sheets and profit and loss statements of DiaMed and its Subsidiaries as at December 31, 2006, as set forth in Exhibit 7.2.3 (i) (the "December 31, 2006 Statutory Financial Statements"); and

(ii)

the unaudited consolidated financial statements of DiaMed as at December 31, 2006 as set forth in Exhibit 7.2.3 (ii) (the "December 31, 2006 Consolidated Financial Statements"),

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

25/54

have been correctly prepared pursuant to the Accounting Principles, provided, however, that with regard to the December 31, 2006 Consolidated Financial Statements, it should be noted that the consolidation was not made in all respects in accordance with the standards required by the Swiss Code of Obligations (CO) as the financial statements of the Subsidiaries outside of Switzerland were established pursuant to the accounting principles applied in accordance with the relevant laws, and such financial statements of Subsidiaries outside of Switzerland were not converted into financial statements in accordance with the standards required by the CO for the purpose of consolidation.

7.2.4

Absence of Material Change

There has been no Material Adverse Effect since December 31, 2006. Without limiting the generality of the foregoing, the DiaMed Companies:

i)

have conducted the DiaMed Business in the ordinary course of business and there have been no changes to the financial condition, assets, liabilities, personnel or operations or prospects of the DiaMed Companies, other than changes in the ordinary course of business, except for changes mentioned in Exhibit 7.2.4(i);

ii)

have not permitted any of its material assets to be subjected to any mortgage, pledge, lien, security, interest, encumbrance, restriction, or charge of any kind, except for those arising by operation of law or in the ordinary course of business;

iii)

have not made any investment in fixed assets other than reflected in Exhibit 7.2.4 (iii);

iv)

have neither granted any increase in wages, salaries, bonus or other remuneration or loans paid or payable by the DiaMed Companies to any of their officers, employees, managers or directors, nor made any other changes in the terms of employment or the Employee Benefit Plans of any employee, manager or director of the DiaMed Companies other than in accordance with existing written or oral agreements as summarized in Exhibit 7.2.17, except for the increases set forth in Exhibit 7.2.4(iv) or Exhibit 7.2.17, or except for increases for employees other than key employees of the DiaMed Companies in the ordinary course of business;

v)

have not hired or terminated any director or senior manager of the DiaMed Companies;

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

26/54

vi)

have not amended or terminated any customer agreements or supplier agreements other than in the ordinary course of business;

vii)

have not amended or terminated any lease contract, license, distribution or other agreement, other than in the ordinary course of business, except for the modifications set forth in Exhibit 7.2.4(vii);

viii)

have not made any declaration or setting aside or payment of any dividend or any other distribution of profit, except for the dividend set forth in Exhibit 7.2.4(viii), or any redemption, purchase or other acquisition of any equity securities of any DiaMed Company;

ix)

have not made any material change in accounting methods or practice;

x)

have not made any agreement (either oral or written) with any of its employees, shareholders or directors to do any of the foregoing,

xi)

have not made any loan or loans to                     [**]                      (excluding the loans to be repaid at Closing pursuant to the agreement mentioned in Section 4.2.2(h)), the total of which exceeds the cap of                [**]                                       , it being understood that the loans made in connection with the purchase in 2007 of   & nbsp;                                   [**]                               is excluded for the purposes of the calculation of the above mentioned cap per month,

xii)

have not made any transactions, acts or omissions which were not at arm’s length,

xiii)

have not sold DiaMed’s own shares (eigene Aktien) as per Section A of the Preamble.

7.2.5

Ownership and Condition of Assets

To Sellers’ best knowledge the DiaMed Companies have good and valid title, or with respect to assets held under a lease, rental or other leasing agreement, the valid right to use their assets (the “Assets”), free and clear of any Lien (except Liens on certain assets imposed by operation of law or incurred in the ordinary course of business), and such Assets are (except usual wear and tear) in good operating condition. The Assets include all assets necessary for the conduct of the business of each DiaMed Company in the ordinary course consistence with past practice (                                           [**]       &n bsp;                                     pursuant to Section 4.2.2(h)).

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

27/54

7.2.6

Intellectual Property Rights

The DiaMed Companies are the owners of all intellectual property rights or have the right to use the intellectual property rights as set forth in Exhibit 7.2.6 and all other intellectual property rights used by the DiaMed Companies (the "Intellectual Property Rights"), free and clear of any Lien. The DiaMed Companies own all right, title and interest in, or have the right to use, the Intellectual Property Rights necessary for the operation of the business of the DiaMed Companies as presently conducted and have taken all reasonably necessary action to protect such rights. The DiaMed Companies own all the rights, the title and interest in, and have the right to use the inventions made and the know-how in the course of being developed by its employees and consultants relating to              & nbsp;                               [**]                 and have taken all reasonably necessary action to protect such rights. Except as set forth in Exhibit 7.2.6, no license has been granted by Stiftung to any third parties relating in whole or in part to the Intellectual Property Rights. Except as set forth in Exhibit 7.2.6, no DiaMed Company’s use of the Intellectual Property Rights is interfering with, infringing upon or otherwise violating the rights of any third party, and no proceedings have been instituted against or notices received by any DiaMed Company alleging that such DiaMed Company’s use or proposed use of any Intellectual Property Rights infringes upon or otherwise violates any rights of a third party. To Sellers’ best knowl edge, each DiaMed Company’s confidential information has never been misappropriated from others. Except as disclosed in Exhibit 7.2.6, the DiaMed Companies have no obligation to pay royalties, commissions or other compensation for the use of the Intellectual Property Rights and have not granted to any person any license, option or other rights to use in any manner any of the Intellectual Property Rights.

7.2.7

Taxes

All returns and other documents and notifications which should be or should have been filed by each DiaMed Company for Tax purposes (including direct taxes and VAT) have been filed within the requisite periods. The returns, documents and information filed are complete, correct and accurate in all respects. All Taxes for which any DiaMed Company has been required to collect or withhold have been duly collected or withheld. All social security contributions due to be paid have been paid when due or have been adequately provisioned for in the Closing Date Consolidated Financial Statements. No DiaMed Company has been notified that any taxing or social security authority intends to conduct an on site audit of a DiaMed Company. No DiaMed Company is a party to or bound by any Tax sharing, Tax indemnity or Tax allocation

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

28/54

agreement or similar arrangement with any other party. The DiaMed Companies have not taken any action, or failed to take any action, that would impact the benefit of any Tax holiday or which could cause a “clawback” of such benefit.

7.2.8

Pension and Benefit Plans

Exhibit 7.2.8 lists all the constituting documents of the pension plans, benefit plans or similar health and welfare commitments of the DiaMed Companies (collectively, the "Employee Benefit Plans"). The Employee Benefit Plans are in all material respects in compliance with applicable rules and regulations and are fully funded pursuant to applicable rules and regulations and the constituting documents which govern the terms of such plans; there are no other pension plans, benefit plans or similar health or welfare commitments of the DiaMed Companies and the DiaMed Companies have made all contributions to the Employee Benefit Plans as required by applicable rules and regulations and the constituting documents which govern the terms of such plans. All premiums due to be paid to the Employee Benefit Plans have been paid when due or ha ve been adequately provisioned for in the Closing Date Consolidated Financial Statements.  

7.2.9

Litigation

Except as set forth in Exhibit 7.2.9 there is no charge, complaint, order, writ, injunction, judgment or decree outstanding or claim, action, suit, litigation, proceeding, labor dispute, arbitration or investigation (collectively, “Actions”) pending or Actions where any of the DiaMed Companies is the plaintiff, and there are, to Sellers’ best knowledge, no Actions threatened against any of the DiaMed Companies, except for Actions which in any one case or in the aggregate would not have a Material Adverse Effect. No DiaMed Company is in default with respect to any judgment, order, writ, injunction or decree of any court or governmental agency, and there are no unsatisfied judgments against any DiaMed Company or the business of any DiaMed Company.  

7.2.10

Permits

Except as set forth in Exhibit 7.2.10 and except for the absence of Permits which in any one case or in the aggregate would not have a Material Adverse Effect, the DiaMed Companies have and have had all required permits, licenses, authorizations and approvals (the “Permits”).

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

29/54

The fact that this Agreement is executed and the transactions contemplated by this Agreement are consummated will not lead to the automatic termination (i.e. a termination as a matter of law) of the Permits and will also not give rise to any rights of the competent authorities or other third parties to terminate or accelerate the Permits.

7.2.11

Compliance

Except for such failures to comply which in any one case or in the aggregate would not have a Material Adverse Effect, the DiaMed Companies conduct and have conducted their business in compliance with applicable mandatory laws, statutes, rules, ordinances, codes, regulations and orders (collectively, the “Laws”). No DiaMed Company has received a written notice to the effect that, or otherwise been advised that, it is not in compliance with any Laws.

7.2.12

Environment

The DiaMed Companies are not in breach of any environmental, health and safety laws applicable to them which breach would, in any one case or in the case of multiple breaches in the aggregate, have a Material Adverse Effect and there are no pending or threatened claims relating thereto. There has not been, and it is not now occurring, any release of hazardous substances on, in, under or from any real estate owned or leased by a DiaMed Company which release could, in any one case or in the case of multiple releases in the aggregate, have a Material Adverse Effect.

7.2.13

Insurance

To Sellers’ best knowledge, the DiaMed Companies maintain insurance which provides sufficient coverage for the risks insured against to protect the DiaMed Companies in all respects which are material for the business of the DiaMed Companies. Such insurances are in full force and effect on the date of this Agreement and shall be kept in full force and effect through the Closing Date. All of such insurance policies are sufficient for compliance with all requirements of law and of all Contracts. There are no pending claims under any existing insurance policies.

7.2.14

Real Estate

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

30/54

Exhibit 7.2.14 lists all the real estate owned by the DiaMed Companies.

The DiaMed Companies have rightful title to the real estate listed in Exhibit 7.2.14 which is, except as disclosed in Exhibit 7.2.14 free and clear of any Lien.

7.2.15

Contracts

Except as set forth in Exhibit 7.2.15, no DiaMed Company is in breach of any contract to which it is a party which breach in any one case or in the case of multiple breaches in the aggregate would have a Material Adverse Effect.

To the best of Sellers’ knowledge, and except as set forth in Exhibit 7.2.15, the counterparties to these contracts are also not in breach of any such contract which breach in any one case or in the case of multiple breaches in the aggregate would have a Material Adverse Effect.

7.2.16

No Conflict or Violation

Except as set forth on Exhibit 7.2.16, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will result in (a) a violation of or a conflict with any provision of the articles of association or by-laws of such DiaMed Company, (b) a breach of, or a default under, or the creation of any right of any party to accelerate, terminate or cancel, any contract, authorization or concession to which such DiaMed Company is a party or by which any of the Assets of such DiaMed Company are bound, (c) a violation by such DiaMed Company of any law, statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award, or (d) an imposition of any Lien, restriction or charge on the business of such DiaMed Company or on any of the Assets of such DiaMed Company .

7.2.17  Labor Matters

Except as set forth in Exhibit 7.2.17, each DiaMed Company is not in breach with all applicable laws respecting employment practices, terms and conditions of employment and wages and hours which breach could, in any one case or in the case of multiple breaches in the aggregate, have a Material Adverse Effect, and to Sellers’ best knowledge, is not and has not engaged in any unfair labor practice.  

Except as set forth in Exhibit 7.2.17, no DiaMed Company has contractually committed to make severance payments to its directors, managers and

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

31/54

employees exceeding three monthly salaries of such director, manager or employee.

Exhibit 7.2.17 summarizes all the substantial terms and conditions of the employment agreements with key employees of the DiaMed Companies.

7.2.18  Purchase Commitments and Outstanding Bids  

No outstanding purchase order or lease commitment of any DiaMed Company is in excess of the normal, ordinary and usual requirements of its business or was made at any price in excess of the market price or contains terms and conditions more onerous than those usual and customary in the business of such DiaMed Company. There is no outstanding bid, proposal, contract or unfulfilled order of any DiaMed Company that will or would, if accepted, have a Material Adverse Effect.

7.2.19

Suppliers

There has been no change in the business relationship with any supplier belonging to the ten (10) suppliers with the highest turnover with the DiaMed Companies in the year 2006 which could, in any one case or in the aggregate,  have a Material Adverse Effect on the DiaMed Business since December 31, 2006.

Exhibit 7.2.19 lists the ten (10) suppliers with the highest turnover with DiaMed Companies in the year 2006.

7.2.20

Distributors

Exhibit 7.2.20 lists all the distributors having a distribution agreement with any of the DiaMed Companies, the dates these distribution agreements have been entered into and the terms of these distribution agreements as at the date of this Agreement.

Exhibit 7.2.20 and Exhibit 7.2.2 lists the ownerhip of the distributors having a distribution agreement with any of the DiaMed Companies in France, the United Kingdom, Italy, Spain, Portugal, the Benelux Countries, Finland and Greece and the ownership of Sellers, Mr. [**] and Mr. [**] in all the distributors having a distribution agreement with any of the DiaMed Companies.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

32/54

There has been no change in the business relationship with any distributor which could, in any one case or in the aggregate, have a Material Adverse Effect on the DiaMed Business since December 31, 2006.

7.2.21

No Brokers

No DiaMed Company has or will have any obligation to pay any finder’s fee, brokerage commission or similar payment in connection with the transactions contemplated by this Agreement.

7.2.22

 No other Agreement to Sell the Assets or Capital Stock

Except for                                   [**]                                       , neither any DiaMed Companies nor any Sellers have any legal obligation, absolute or contingent, to any other person or firm to sell or effect a sale of the Assets of any or all of the DiaMed Companies, to sell or effect a sale of any or all shares in the DiaMed Companies or to effect any merger, consolidation or other reorganization of any or all of the DiaMed Companies or to enter into any agreement or cause the entering into of an agreement with respect thereto.

7.2.23

Disclosure Information

The Disclosure Information was produced in good faith by Sellers for the purpose of an auction process and contains all the information which Sellers in good faith believe to be material for a reasonable buyer in evaluating the DiaMed Companies. To the best of Sellers’ knowledge, the Disclosure Information is true, accurate, complete and not misleading in all material respects.

8.

Representations of Buyer

Buyer hereby represents and warrants (gewährleistet) that the statements set forth hereinafter are, as at the date of signing of this Agreement, and will be, as of the Closing Date, true and correct.

Buyer does not make any representations and warranties (neither express nor tacit or by implication) other than those expressly made in Section 8 of this Agreement.

8.1

Corporate Matters

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

33/54

As of the date hereto and as of the Closing Date Buyer is duly incorporated, organized and validly existing under the laws of the State of Delaware and has not entered into liquidation or administration.

8.2

Authorization of Agreement

As of the date hereto and as of the Closing Date Buyer has full power and authority to enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Buyer and is a legal, valid and binding obligation of Buyer and enforceable against Buyer in accordance with its terms. No injunction issued by any court or governmental authority relating to Buyer in order to restrain or prohibit the consummation of this transactions contemplated by this Agreement is in effect, and no suit, action or other legal or administrative proceeding relating to Buyer is threatened in writing or pending before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement.

In particular, Buyer has as of the Closing fully performed its obligations pursuant to Section 3.1.2. In so far as it not being Sellers obligation pursuant to Section 3.1.1(a) and in so far as not waived (where so permitted), Buyer moreover has as of the Closing obtained all Governmental Approvals, and/or any waiting periods under applicable merger control or other laws have duly lapsed or been terminated.

8.3

Funds

Buyer has, and will on the Closing Date have, the necessary funds at its disposal to finance the transactions contemplated by this Agreement. The funds which Buyer shall use to finance the transactions contemplated by this Agreement originate from legal sources and the use of such funds in the transactions contemplated by this Agreement does not violate any applicable laws of any relevant jurisdiction.

9.

Remedies

9.1

Principle

In the event of any breach or non-fulfillment by a Seller of such Seller's repre­sentations and warranties contained in Section 7.2.1 and 7.2.2 (b), first

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

34/54

paragraph, such Seller (and not the other Sellers) shall be liable for such breach. Regarding all other representations and warranties contained in this Agreement, Sellers shall be liable severally but not jointly (Teilschuldnerschaft) and in proportion to the percentage of Shares sold by a Seller hereunder. Seller or Sellers, as the case may be, shall put Buyer, and at the election of Buyer, the DiaMed Companies into the same position that it or they would have been in if Sellers' representations and warranties contained in this Agreement had been true and correct or had not been breached, either in kind (Naturalrestitution), or, at the election of Buyer, in cash (Schadenersatz), it being understood that for purposes of determining the liability of Sellers under this Agreement all kind of damages shall be taken into account (the "Damages"), in so far as direct Damages are co ncerned irrespective of any fault of Sellers.

For the avoidance of doubt there is no Damage if and to the extent the respective damaged party profits from the respective damaging action (Prinzip der Vorteilsanrechung).

9.2

Buyer Claim

If Buyer wishes to assert a representation and warranty claim under this Agreement against Sellers (the "Buyer Claim"), Buyer shall notify Sellers in writing within 60 Business Days after Buyer has detected a breach of representations and warranties, describing in reasonable details such breach and the Damage suffered by the DiaMed Companies and Buyer as a consequence of such breach, provided, however, that the failure of Buyer to give such notice hereunder shall not affect its rights pursuant to Section 9.1, except to the extent that Sellers are actually prejudiced by such failure.

Without prejudice to the validity of Buyer Claim, Buyer shall cause the DiaMed Companies to give Sellers and their professional advisors, if any, access, during ordinary business hours, to its books, records and personnel as Sellers may reasonably request for the purpose of investigating the facts alleged to give rise to the Buyer Claim.

Sellers shall, and shall procure that their respective professional advisers shall keep all information and documents provided to them pursuant to this Section 9.2 confidential and shall not use the same for any purpose other than use for the purpose of investigating the facts alleged to give rise to the Buyer Claim and to defend against the Buyer Claim.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

35/54

9.3

Exclusion of Liability

Sellers shall not be liable for, and Buyer shall not be entitled to bring any Buyer Claim or any other claim under or in connection with this Agreement if and to the extent that:

9.3.1

the matter to which the Buyer Claim relates has been specifically taken into account in  the December 31, 2006 Statutory Financial Statements, or the December 31, 2006 Consolidated Financial Statement or in the Closing Date Consolidated Financial Statements, in particular if a provision or an accrual has been made in these documents based on such matter;

9.3.2

the amount of the Buyer Claim is actually recovered from a third party or under an insurance policy;

9.3.3

the Buyer Claim results from a failure of Buyer or the DiaMed Companies to mitigate damages caused by a breach by Sellers of any of Sellers’ representations and warranties contained in this Agreement;

9.3.4

the Buyer Claim results from or is increased by the passing of, or any change in, after the date of this Agreement, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any government, governmental department, agency or regulatory body in­cluding (without prejudice to the generality of the foregoing) any in­crease in the rates of Taxes or any imposition of Taxes or any with­drawal or relief from Taxes not actu­ally (or prospectively) in effect at the  date of this Agreement;

9.3.5

the procedures set forth in Sections 9.2 and/or 9.4 were not observed by Buyer or the DiaMed Companies and such failure to observe such procedure prejudiced Sellers;

9.3.6

the matter to which the Buyer Claim relates has been disclosed in the Disclosure Information (except with regard to Section 7.2.2(b), 11.4, and except with respect to and to the extent that any representation and warranty by Sellers herein set forth specific exceptions in an exhibit hereto, in which case such exceptions shall be the exclusive exceptions to such representations and warranties); and

9.3.7

the matter to which the Buyer Claims relates has been taken into account in the determination of the Final Payment Adjustment (no “double dip”).

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

36/54

9.4

Third Party Claims

If the DiaMed Companies or Buyer are sued or threatened in writing to be sued by a third party, in­cluding without limitation any government agencies, or if the DiaMed Companies or Buyer are subjected to any on site audit (Revision) by any Tax authority (the "Third Party Claim"), which may give rise to a Buyer Claim, Buyer shall give Sellers prompt written notice of such Third Party Claim, in particular with regard to on site tax audits or examinations. Buyer shall inform Sellers promptly of any such on site audits or examinations. Buyer shall ensure that Sellers shall be provided with all materials, information and assistance relevant in relation to the Third Party Claim (including, but not limited to the provision of copies of decisions by authorities) and be given reasonable opportunity to comment or discuss with Buyer any measures which Sellers p ropose to take or to omit in connection with a Third Party Claim. No admission of liability shall be made by or on behalf of Buyer or any of the DiaMed Companies and the Third Party Claim shall not be disposed of or settled without the prior written consent of the Majority of Sellers, which consent shall not be unreasonably withheld or delayed. To the extent that Sellers are in breach of a representation or warranty, all costs and expenses reasonably incurred by Buyer in defending such Third Party Claim shall be borne by Sellers (each Seller in proportion of the number of shares sold by such Seller to the total number of Shares sold hereunder); if it turns out that Sellers were not in breach of the representation or warranty, any costs and ex­penses reasonably in­curred by Buyer in connection with the defense shall be borne by Buyer.

9.5

Knowledge

Where the expressions "to the best of Sellers’ knowledge", "Sellers’ best knowledge" or similar expressions are used in Section 7 of this Agreement, Sellers shall be deemed to have knowledge of what Messrs. Mr. [**],               [**]             and Mr.       [**]   have actual knowledge of after having made due and careful inquiry.

9.6

Remedies of Sellers

In the event of any breach or non-fulfillment by Buyer of its repre­sentations and warranties contained in this Agreement the provisions of Sections 9.1 to 9.5 and 10 shall apply per analogiam.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

37/54

10.

Expiration of Claims / Limitation of Claims

10.1

Expiration of Claims

All claims of Buyer for breach or non-fulfillment by a Seller of such Seller’s representations and warranties contained in this Agreement shall be time-barred [**]          after the Closing Date. Exempted herefrom are:

10.1.1

all claims of Buyer against Sellers arising under Section 7.2.1 (Authorization of Agreement), 7.2.2 (Corporate Matters) and 7.2.12 (Environment) which shall be time barred on the sixth (6th) anniversary of the Closing Date;

10.1.2

all claims of Buyer against Sellers arising under Section 7.2.7 (Taxes) which shall be time barred for each Tax six (6) months after the date of the final, non-appealable assessment concerning the respective Tax;

(herein collectively "Time Limitations").

It is understood and agreed that if any timely demand in writing for fulfillment pursuant to Section 9.2, as the case may be, is served on Sellers within the time period set forth in this Section 10.1, the resolution of such claims may occur after such date without the claim becoming time-barred pur­suant to this Section 10.1, pro­vided that Buyer commences judicial proceedings within six (6) months after the expiry of the relevant Time Limitations. The parties expressly waive Buyer’s obligations pursuant to, and the appli­cation of Section 201 of the CO.

10.2

Limitation of Claims

No liability for breach or non-fulfillment by a Seller of such Seller’s representations and warranties contained in this Agreement shall attach to such Seller until the aggregate amount of claim(s) is more than                                [**]             (the "Floor"). If the amount of the liability of Sellers under this Agreement is greater than the Floor, such Seller’s liability shall include, but not be limited to, the amount of the Floor subject to the other provisions of this Agreement.

10.3

Exclusivity of Remedies

The remedies in Section 9 for breach of representations and warranties contained in this Agreement shall be in lieu of, and not in addition to, the remedies

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

38/54

provided for under statutory law. In particular, and without limitation to the forgoing, Buyer explicitly waives: (i) any and all rights pursuant to Sections 192 et. seq. and 197 et seq. of the CO and any other rights of a similar nature and (ii) the right of contract rescission under Sections 24 and 205 of the CO or other­wise. The par­ties are in agreement that Sellers’ representations and warranties are only designed for the specific remedies of Buyer set forth in Section 9 and the re­strictions con­tained in this Section 10 and that Sellers’ repre­sentations and warranties shall not serve to pro­vide Buyer with any other claims than those set forth in this Agreement.

11.

Covenants / Indemnifications  

11.1

General

Unless otherwise provided herein or disclosed in the Disclosure Letter, at all times from the date of this Agreement through the Closing Date, Sellers shall procure that the DiaMed Companies continue to operate their business as a going concern, in the ordinary course of business and consistent with prior practice.

Subject to any constraints under applicable laws and subject to legitimate confidentiality concerns and subject to the access not unreasonably interfering with the DiaMed Business, Sellers shall procure that Buyer’s and its professional advisors are given reasonable access during ordinary business hours to the management, employees, professional advisers and auditors of the DiaMed Companies to the extent necessary for Buyer or its professional advisers to prepare the DiaMed Companies for US GAAP accounting and in the HR area and to finance the Purchase Price, provided, however, that regarding the preparation in the HR area access shall be limited to the top management of the DiaMed Companies.

Buyer shall, and shall procure that their respective professional advisers shall keep all information and documents provided to them pursuant to this Section 11.1 confidential and shall not use the same for any purpose other than mentioned in this Section 11.1.

11.2

Restricted Actions

Unless specifically provided in this Agreement or disclosed in the Disclosure Letter, Sellers shall not, and shall procure that the DiaMed Companies shall not, without prior written consent of Buyer (or, if applicable administrative or regulatory laws do not so permit, prior consultation of Buyer) knowingly do or

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

39/54

agree to do any of the following from the date of this Agreement through to the Closing Date:

(a)

do anything or omit to do anything that would materially interfere with the consummation of the transactions contemplated by this Agreement;

(b)

do or omit to do anything which would have a Material Adverse Effect;

(c)

do or omit to do anything outside the ordinary course of business;

(d)

make any hiring other than in the ordinary course of business or make or material change to the terms of employment of any di­rector, officer or employee of the DiaMed Companies other than in accordance with existing written or oral agreements as summarized in Exhibit 7.2.17,  or other than in the ordinary course of business with regard to other employees than key employees;

(e)

form, enter into, materially change, terminate or withdraw from any mate­rial partnership, consortium, joint venture or other incorporated associa­tion;

(f)

[**]                                                             ;

(g)

delay payment, change invoicing and payment terms other than consis­tent with prior business practice;

(h)

alter or amend in any manner the articles of incorporation or organiza­tional regulations of any DiaMed Company;

(i)

make any declaration or setting aside or payment of any dividend or any other distribution of profit or any redemption, purchase or other acquisition of any equity securities of DiaMed;

(j)

increase, reduce or otherwise change the share capital, or grant any option or conversion rights on the equity of the DiaMed Companies,

(k)

make any loan or loans                        [**]                                           (excluding the loans to be repaid at Closing pursuant to the agreement mentioned in Section 4.2.2(h)), the total of which exceeds the cap of                                   &nbs p;                              [**]                                                                                                         , it being understood that the loans made in connection with the purchase in 2007 of                      & nbsp;                  [**]                                         is

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

40/54

excluded for the purposes of the calculation of the above mentioned cap per month,

(l)

make any transactions, acts or omissions which were not at arm’s length

(m)

sell DiaMed’s own shares (eigene Aktien) as per Section A of the Preamble.

11.3

Buyer’s Indemnity

Provided that there is no fault of any of Sellers asking for indemnity in accordance with this Section 11.3, the following shall apply:

If any of Sellers is held liable by a third party for any liability arising in connection with the DiaMed Business which is based on an act or omission of Buyer or its Affiliates or of the DiaMed Companies that occurred after the Closing Date, including but not limited to any liability in connection with any environmental matter, then Buyer shall indemnify and hold harmless such Seller in respect of the relevant liability. Buyer shall, in particular, indemnify and hold harmless such Seller, and its respective officers, directors, employees and agents against any and all liability, loss, damage or injury, together with all reasonable out-of-pocket costs and expenses relating thereto, including reasonable legal fees, expenses and disbursements, arising out of, connected with, or resulting from any such claims raised against such Seller.

11.4

Sellers’ Indemnities

Sellers shall fully indemnify and hold harmless the DiaMed Companies, Buyer and its Affiliates against any and all Tax payable by any of the DiaMed Companies arising in respect of or in consequence of (a) any income, profit or gain earned, accrued or received (or deemed to be earned, accrued or received) on or before the Closing Date, or (b) any event, transaction, sale or service which occurred (or is deemed to occur) on or before the Closing Date, in each case which was not: (i) fully paid on or before the Closing Date, or (ii) fully provided for in the Closing Date Consolidated Financial Statements.

Sellers shall fully indemnify and hold harmless the DiaMed Companies, Buyer and its Affiliates and their respective officers, directors, employees, agents and representatives from and against any claims of                                                   [**]                                                           &n bsp;             arising out of or relating to the development, manufacture, use or sale of the products of the DiaMed Companies.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

41/54

Any indemnification by Sellers contemplated by this Section 11.4 shall be subject in all respects to the provisions set forth in Sections 9.1 to 9.4 (however with the exception of Section 9.3.6) and 12, provided that any claims of Buyer under this Section 11.4 (first paragraph) shall be time barred six (6) months after the date of the final, non-appealable assessment concerning the respective Tax, and that any claims of Buyer under this Section 11.4 (second paragraph) shall be time barred five (5) years after the Closing Date, and further provided that Buyer shall not be entitled to rescind this Agreement for whatever legal reasons (for example based on Sections 21, 23 et seq., 107, 109, 205 etc. CO), if Sellers are obliged to indemnify Buyer pursuant to this Section 11.4.

11.5

Offer to Minority Shareholders in DiaMed

Buyer shall, within a period of two months after the payment of the Final Payment Adjustment, if any, or within two months after the final determination that there is no Final Payment Adjustment, submit a binding offer to all shareholders of DiaMed who are not Sellers (the "Minority Shareholders"), it being understood that no offer must be made to DiaMed itself. Such offer to the Minority Shareholders shall invite the Minority Shareholders to sell their shares in DiaMed to Buyer on the following principal conditions:

Price per share:         [**]             as set forth in Section 2.2.1(a), as adjusted by the Final Payment Adjustment, if any;

Representations and warranties: None other than the title representation (Rechtsgewährleistung); and

Closing: Within one year (1) period after the Closing Date.

At the time of the closing of the respective purchases with the Minority Shareholders, Buyer shall pay to TCFG a commission of    [**]    of the purchase price for any share purchased by Buyer from any Minority Shareholder until December 31, 2009. Buyer shall inform TCFG promptly of the number of shares purchased from the Minority Shareholder(s), the identity of the selling Minority Shareholder(s) and the purchase price paid. Buyer shall disclose the relevant contracts and other documents that may be relevant in connection with the obligations of Buyer pursuant to this Section towards TCFG upon first request by TCFG.

The obligations of Buyer towards TCFG pursuant to this Section shall be deemed to be genuine obligations in favor of a third party (echte Verpflichtung zugunsten Dritter) in the meaning of Art. 112 CO. TCFG shall have the right to

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

42/54

claim direct performance of the obligations of the Buyer towards TCFG pursuant to this Section. Any disputes between Buyer and TCFG arising out of or in connection with this Section shall be exclusively submitted to an arbitral tribunal with seat in Zurich in accordance with the Swiss Rules of International Arbitration of the Swiss Chamber of Commerce in force on the date of the submission of the respective notice of Arbitration. The number of arbitrators shall be three. The arbitration shall be conducted in English.

Buyer takes note of that TCFG is willing to assist Buyer, for no additional fee, in connection with Buyer’s offer to the Minority Shareholders pursuant to this Section.

11.6

[**]         the Cressier Site

Buyer is aware of the importance of DiaMed’s current site in Cressier, Canton of Fribourg, Switzerland (the “Cressier Site”) and the importance of the expertise and know how accumulated by the staff in Cressier in particular regarding R&D, production and marketing.

[**]

[**]

[**]

11.7

Name and Trademark “DiaMed”

Buyer is aware of the worldwide importance of the DiaMed trademark for the DiaMed Business. After the Closing Buyer shall therefore implement a trademark concept regarding the DiaMed Business by which it is ascertained that the DiaMed trademark continues to play a pivotal role in the DiaMed Business

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

43/54

for                  [**]              , subject to the availability of the DiaMed trademark in the applicable jurisdiction.

11.8

[**]

[**]

[**]

11.9

Consultancy Agreement with Mr. Adam

DiaMed shall enter into an agreement with Mr. Adam regarding the retaining of Mr. Adam as a consultant under the terms and conditions as set forth in Exhibit 11.9.

11.10

Non-Compete Clause

(a)

Each Seller as well as Mr. [**] and Mr. [**] undertakes, during a period of three (3) years after the Closing Date, not to, directly or indirectly, engage in any business competing with the DiaMed Business as conducted at the Closing Date, in particular, but not limited to the operation of such a business for his own account or to work for such a business or to participate in such a business, except as a board member, employee or consultant for Buyer or one of its Affiliates (including any of the DiaMed Companies).

(b)

Investments by a Seller or Mr. [**] or Mr. [**] not exceeding 5% in total of any class of security quoted at a recognized stock exchange are exempt from the non-competition undertaking except as the investments listed in Exhibit 11.10.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

44/54

(c)

Each Seller as well as Mr. [**] and Mr. [**] undertakes, during a period of three (3) years after the Closing Date, not to, directly or indirectly, entice away any customer, board member, employee, consultant, distributor or supplier of any of the DiaMed Companies at the time of the Closing Date.

(d)

In the event any Seller or Mr. [**] or Mr. [**] breaches any of the obligations pursuant to this Section 11.10 a penalty of CHF 5’000’000.--  (Swiss Francs five million) shall be owned by the breaching Seller, respectively Mr. [**] or Mr. [**], if in breach, to Buyer for any such breach. However, the payment of the penalty does not release the breaching Seller, respectively Mr. [**] or Mr. [**], from further complying with the respective obligation. In addition, Buyer reserves the right to claim compensation for damages (over and above the penalty) as well as the right to the remedy of specific performance.

11.11

Stiftung

Mr. [**] and Mr. [**] shall arrange that at the latest on the third (3rd) anniversary of the Closing the board of the Stiftung consists of a majority of representatives appointed by Buyer, it being understood that the first representative appointed by Buyer shall be installed by Mr. [**] and Mr. [**] within [**] of the Closing Date.

11.12

TCFG et alt.

Sellers guarantee within the meaning of article 111 CO that after the Closing Date no DiaMed Company has any obligations whatsover anymore vis-à-vis Baker & McKenzie and Dr. Henninger in connection with the sale of shares in DiaMed and in particular the Shares, and vis-à-vis TCFG.

12.

Liability Cap

The total liability of each individual Seller under this Agreement shall under no circumstances exceed [**] of his/her share of the Purchase Price.

However, in case of a breach of the representations and warranties contained in i) Sections 7.2.7 (Taxes) or ii) 7.2.12 (Environment) or iii) in case of a liability of a Seller under the indemnity provided for in Section 11.4 (first paragraph), the liability of each individual Seller shall not exceed [**] of his/her share of the Purchase Price. The liability cap of  [**]shall also apply if there is a combination of one or more of the cases i), ii) and iii) mentioned before, or if one or all of the cases i), ii) or iii) are combined with a liability of a Seller for other cause.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

45/54

If a Seller is liable for the payment of a penalty pursuant to Section 11.10(d) hereof, such penalty shall not be taken into account for the purpose of calculating the maximum liability of such Seller under this Section 12.

The total liability of Buyer under this Agreement shall under no circumstances exceed [**] of the Purchase Price.

However, the limitation of liability of Sellers and of Buyer shall not be limited in case of fraud or willful or grossly negligent misconduct and in case of a breach of the representations and warranties contained in Sections 7.2.1 (Authorization of Agreement) and 7.2.2 (Corporate Matters)

13.

Miscellaneous

13.1

Confidentiality

Each party hereto will hold, and will use its best efforts to cause its Subsidiaries, and their respective representatives and advisers to hold, in strict confidence from any person (other than its Affiliates or professional advisers), (i) unless compelled to disclose by judicial or administrative process (including, without limitation, in connection with obtaining the necessary Governmental Approvals of this Agreement and the transactions contemplated by this Agreement) or by other requirements of law or regulations derived therefrom or (ii) unless disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the ex­ercise of its remedies hereunder, all documents and information concerning the other party or any of its Affiliates furnished to it by such party or its representatives and advisers in connection with this Agreement or the transactions contemplated by this Agreement, except to the extent that such documents or information can be shown to have been:

(a)

previously known by the party receiving such documents or information;

(b)

in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party; or

(c)

later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential;

provided, however, that following the Closing the foregoing restrictions will not apply to Buyer’s use of documents and information concerning the DiaMed Companies furnished by Sellers hereunder.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

46/54

In the event the transactions contemplated by this Agreement are not consummated, upon the request of the other party, each party hereto will, and will cause its Subsidiaries and their respective representatives and advisers to, promptly (and in no event later than five Business Days after such request) return or cause to be returned all copies of documents and information furnished by the other party in connec­tion with this Agreement or the transactions contemplated by this Agreement, provided, however, that each party and each of its professional adviser may retain, on a confidential basis, one copy of the documents and information furnished by the other party for archival purposes in so far as this is required by law.

13.2

Public Announcements

Subject to mandatory publications required by applicable stock exchange regulations or other applicable laws, the employees and the business associates of the parties as well as the public shall be informed in an appropriate manner and on a date and in a manner mutually agreed upon with respect to the transactions contemplated by this Agreement. However, subject to applicable laws and regulations, no information shall be made regarding the transactions contemplated by this Agreement or any terms hereof except as mutually agreed in writing by the parties.

13.3

Expenses and Costs

Except as otherwise provided in this Agreement, each party shall pay its own costs and expenses relating to this Agreement.

13.4

Taxes

Any taxes or other charges which become due in connection with this Agreement and which are to be borne by Sellers according to the applicable law shall be at the charge of Sellers.

However, for a period of five (5) years after the Closing Date, Buyer shall not, and shall ascertain that any buyer of Shares shall not, engage in any transaction (e.g., a partial or full liquidation of DiaMed) which is considered by the competent tax authorities to be an event covered by the theory of a partial liquidation as understood in Swiss Tax law (including, but not limited to a indirect partial liquidation), where such transaction would have adverse tax consequences for Sellers.

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

47/54

Should Buyer not comply with the restrictions mentioned herein and, by doing so, trigger adverse tax consequences for Sellers, Buyer shall pay such taxes plus default interest, if any, and hold Sellers fully harmless.

Provided Sellers, Mr. [**] and Mr. [**] are not securities dealers pursuant to the Swiss stamp tax legislation and further provided that Sellers, Mr. [**] and Mr. [**] did not use such a securities dealer to broker the transactions contemplated by this Agreement, Buyer shall bear the turnover stamp tax levied on the transactions contemplated by this Agreement, if any.

13.5

Notices

All notices and other communications under this Agreement shall be made in writing and shall be considered duly given when received, if delivered, mailed by registered mail, facsimile transmission confirmed by registered mail addressed as follows:

If to Sellers:

Names and addresses of Sellers 1-7 as stated on the first page(s) of this Agreement

with copy to:

The Corporate Finance Group

Thunstrasse 23

P.O. Box 164

CH-3000 Bern 6

Attn: Peter Bohnenblust

If to Buyer:

Name and address of Buyer as stated on the first page(s) of this Agreement

Attn: General Counsel

with copy to:

Walder, Wyss & Partners
Seefeldstrasse 123
8034 Zürich, CH
Attn: Markus Vischer

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

48/54

Each party may at any time change its address by giving notice to the other party in the manner described above.

13.6

Waiver

The failure of any of the parties to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way to affect the validity of this Agreement. The waiver of any breach of agreement by any party hereto shall not operate to be construed as a waiver of any other prior or subsequent breach.

13.7

Entire Agreement / Incorporation by Reference / Amendment

This contract embodies the entire agreement between the parties and supersedes all prior agreements, negotiations, offers and undertaking of the parties with respect to the transactions contemplated by this Agreement including the confidentiality agreement entered into by Buyer on September 22, 2006 (Exhibit 13.7). There have been and are no arrangements or representations and warranties between the parties other than those set forth or provided for in this Agreement. All Exhibits to this Agreement as well as all documents delivered as part hereof or incident hereto, are incorporated as part of this Agreement by reference.

This Agreement may be amended only in writing through a document duly signed by Buyer and Sellers.

13.8

Severability

If any provision of this Agreement is held to be invalid or unenforceable for any reason it shall be revised rather than rendered void, if possible, in order to achieve the intent of the parties to this Agreement to the fullest extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent possible.

13.9

No Assignment

Neither this Agreement nor any rights or obligations thereunder shall be assigned by any party without the prior written consent of the other party; provided, however, that Buyer may assign this Agreement and any rights and or

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

49/54

obligations thereunder to any Affiliate of Buyer in Luxembourg without the prior written consent of Sellers. If Buyer so assigns this Agreement or any rights to an Affiliate of Buyer in Luxembourg, Buyer shall be jointly and severally liable with the assignee for all obligations of Buyer under this Agreement.

13.10

Interest

If a party defaults in the payment when due of any sum payable under this Agreement, such liability of such party shall be increased to include interest on that sum from the date when the respective party is in default until the date of actual payment (whether before of after a judgment) at the higher of (i) a rate of 3 months CHF-LIBOR (as per Reuters page LIBOR01 as at the date the payment is due, at 11:00 A.M. C.E.T.) + 400 basis points per an­num or (ii) the rate set forth in Section 104, paragraph 1 CO.

13.11

Governing Language

This Agreement is written in the English language. This Agreement may be translated into any language other than the English language, provided, however, that, for all purposes, the English language text of this Agreement shall prevail provided, further, that, such terms in the Agreement to which a German translation has been added in parenthesis shall be interpreted throughout this Agreement in the meaning assigned to them by the German translation.

13.12

Guarantees

Mr. [**] guarantees within the meaning of article 111 CO all the obligations of Seller 1 pursuant to this Agreement.

Mr. [**] guarantees within the meaning of article 111 CO all the obligations of Seller 4 pursuant to this Agreement.

14.

Governing Law / Arbitration

14.1

Governing Law

This Agreement and any questions related thereto shall be subject to the substantive laws of Switzerland.

14.2

Arbitration Clause

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

50/54

Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be three. The seat of the arbitration shall be in Zurich. The arbitral proceedings shall be conducted in English.

Sellers:

Place and date: Zurich, May 14, 2007

/s/

[**]

[**]

Place and date: Zurich, May 14, 2007

/s/

[**]

 [**]

Place and date: Zurich, May 14, 2007

/s/

[**]

       [**]

Place and date: Zurich, May 14, 2007

/s/

[**]

[**]

Place and date: Zurich, May 14, 2007

/s/

[**]

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

51/54

[**]

Place and date: Zurich, May 14, 2007

/s/

[**]

[**]

Place and date: Zurich, May 14, 2007

/s/

[**]

[**]

Buyer:

Place and date: Zurich, May 14, 2007

/s/

Sanford S. Wadler

Sanford S. Wadler, Vice President and General Counsel

[**]:

Place and date: Zurich, May 14, 2007

/s/

[**]

  [**]

[**]:

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

52/54

Place and date: Zurich, May 14, 2007

/s/

[**]

[**]

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

53/54

List of Exhibits

Exhibit E

Disclosure Letter

Exhibit 1a)

Disclosure Information

Exhibit 2.2.2(b)

Escrow Agreement

Exhibit 2.3(a)

Calculation of the Net Asset Value

Exhibit 3.2.1(a)

Governmental Approvals

Exhibit 4.2.2(b)

List of Resigning Directors

Exhibit 4.2.2(h)

Agreement concerning the sale of [**]

Exhibit 4.2.2(i)

Stiftung License Agreement

Exhibit 7.2.2

List of Subsidiaries; list of the owners of the shares in DiaMed Holding AG and in the Subsidiaries; list of the capital of the DiaMed Companies

Exhibit 7.2.3(i)

December 31, 2006 Statutory Financial Statements

Exhibit 7.2.3(ii)

December 31, 2006 Consolidated Financial Statements

Exhibit 7.2.4(i)

List of changes in the ordinary course of business since December 31, 2006

Exhibit 7.2.4(iii)

List of Investments of DiaMed Companies in fixed assets since December 31, 2006

Exhibit 7.2.4(iv)

Increases in wages, salaries, bonuses or other remuneration or loans paid since December 31, 2006

Exhibit 7.2.4(vii)

List of modifications to any lease contract, license or other Agreements since 1.1.2007

Exhibit 7.2.4(viii)

List of dividends paid since December 31, 2006

Exhibit 7.2.6

List of intellectual property rights (patents/trademarks)

Exhibit 7.2.8

Employee Benefit Plans

Exhibit 7.2.9

List of pending and threatened Actions

Exhibit 7.2.10

List of missing permits, licenses, authorizations and approvals

Exhibit 7.2.14

List of real estate owned by DiaMed Companies

Exhibit 7.2.15

List of material defaults or breaches by any party to any Agreement to which any DiaMed Company is a party

Exhibit 7.2.16

List of conflicts or violations due to the execution, delivery and performance of this Agreement and consummation of the transaction contemplated

Exhibit 7.2.17

List of non-complying with Labor Matters; list of severance payments; summary of the substantial terms and conditions of the employment agreements with key employees of the DiaMed Companies

Exhibit 7.2.19

List of the Ten Suppliers with the highest turnover with the DiaMed Companies in the year 2006

Stock Purchase Agreement

Share Purchase Agreement DiaMed Holding AG

54/54

Exhibit 7.2.20

List of all the distributors having a distribution with any of the DiaMed Companies

Exhibit 11.9

Consultancy Agreement with Mr. Jean Adam

Exhibit 11.10(b)

List of exemptions from the Non-Compete Clause

Exhibit 13.7

Confidentiality Agreement entered into by Buyer on September 22, 2006

Stock Purchase Agreement

EX-10

CONFIDENTIAL

EXHIBIT 10.15.1

AMENDMENT NO. 1 TO REAL-TIME SETTLEMENT AGREEMENT

This Amendment (this “Amendment”), amending the Real-Time Settlement Agreement, effective as of February 9, 2006 (the “Agreement”) entered into by and between Applera Corporation (“Applera”), a corporation of the State of Delaware, through its Applied Biosystems Group, having an office at 850 Lincoln Centre Drive, Foster City, California 94404, on the one hand, and Bio-Rad Laboratories, Inc. (“Bio-Rad”), a corporation of the State of California having an office at 1000 Alfred Nobel Drive, Hercules, California 94547, and MJ Research, Inc. (“MJ Research”), having a place of business at 590 Lincoln Street, Waltham, MA  02451, on the other hand (collectively, “the Parties”), is entered into by and between Applera on the one hand, and Bio-Rad and MJ Research on the other hand, as of May 4, 2007 (the “Amendment Date”).

RECITALS

WHEREAS, as part of a settlement of that certain litigation in which Applera sued Bio-Rad and MJ Research in Civil File No. 3:04-CV-01881-RNC in the United States District Court for the District of Connecticut, Applera on the one hand, and Bio-Rad and MJ Research on the other hand, entered into the Agreement and that certain Real-Time Instrument Patent License Agreement on February 9, 2006;

WHEREAS, Applera, before the Regional Court Düsseldorf, sued Bio-Rad (docket no. 4a O 44/03, currently on appeal before the Higher Regional Court Düsseldorf as case no. I-2 U 55/04) and MJ Research (docket no. 4a O 235/03, currently on appeal before the Higher Regional Court Düsseldorf as case no. I-2 U 57/04) for infringement of European Patent No. 872562;

WHEREAS, Bio-Rad and MJ Research filed an opposition to European Patent No. 872562; and

WHEREAS, the Parties wish to settle the aforementioned German Proceedings and Related Appeals and their disputes relating to the validity and enforceability of European Patent No. 872562, in part by amending the Agreement, pursuant to the terms and conditions of this Amendment.  

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

122681-7

1 of 20

Legend:

[**]  This material has been omitted pursuant to a request for confidential treatment.  The material has been filed separately with the Commission.

CONFIDENTIAL

I.

DEFINITIONS.  

I(A)

Section 1.4 of the Agreement shall be deleted in its entirety and replaced as follows:

1.4.

 “License Agreement” means that certain “Real-Time Instrument Patent License Agreement” entered into by the Parties on February 9, 2006 but made effective as of April 1, 2005, attached hereto as Exhibit B, as amended by that certain “Amendment No.1 to Real-Time Instrument Patent License Agreement” entered into by the Parties as of the Amendment Date, attached hereto as Exhibit G.

I(B)

Section 1.5 of the Agreement shall be deleted in its entirety and replaced as follows:

“1.5

“Bio-Rad Accused Instruments” means all instruments set forth in Exhibit C attached hereto, as well as all equivalent or immaterially distinct variants thereof, including without limitation any other instruments that were accused of infringement at any time in the Real-Time Litigation or the German Proceedings, regardless of the name under which such products were or will be sold and whether or not sold or offered for sale in conjunction with any thermal cycler.”  

I(C)

 Section 1.6 of the Agreement shall be deleted in its entirety and replaced with the following:

“1.6

“MJ Research Accused Instruments” means all instruments set forth in Exhibit D attached hereto, as well as all equivalent or immaterially distinct variants thereof, including without limitation any other instruments that were accused of infringement at any time in the Real-Time Litigation or the German Proceedings regardless of the name under which such products were or will be sold and whether or not sold or offered for sale in conjunction with any thermal cycler.”

I(D)

 Section 1.9 of the Agreement shall be deleted in its entirety and replaced with the following

“1.9

“Related Patents” refers to all of Applera’s United States patents and applications that claim priority from United States application Serial No. 07/695,201, all Canadian counterparts thereof, and the European Patent.”

122681-7

2 of 20

CONFIDENTIAL

I(E)

Article 1 of the Agreement shall be amended by adding the following after Section 1.14:

“1.15

“Amendment” shall mean that certain Amendment No. 1 to this Agreement by and between the Parties effective as of the Amendment Date.

1.16

“Amendment Date” shall mean April 27, 2007.

1.17

“European Opposition” shall mean any and all oppositions against the European Patent and/or nullity/revocation actions against the national part of the European Patent made by Bio-Rad and/or MJ Research.

1.18

“European Patent” means European Patent No. 872562.

1.19

“German Proceedings” shall mean the Regional Court Düsseldorf litigations between Applera on the one hand and Bio-Rad and MJ Research on the other hand in cases no. 4a O 44/03 and 4a O 235/03 respectively, and related Appeals no. I-2 U 55/04, and I-2 U 57/04 (EP 872562) before the Higher Regional Court Düsseldorf.”

1.20

“Defensive Nullity Action” shall have the meaning set forth in Section 2.3 herein.

1.21

“German Judgments” shall have the meaning set forth in Section 2.3 herein.

1.22

“Non-Accused Countries” shall mean those European countries where Applera has not, as of the Amendment Date, filed an infringement action under the European Patent against Bio-Rad or MJ Research.”

II.

CONSENT JUDGMENT

II(A)

Article 2 shall be amended by adding the follow sections after Section 2.2 of the Agreement:

[**]

122681-7

3 of 20

CONFIDENTIAL

[**]

2.4

Without limiting any of the foregoing Section 2.3, each of Bio-Rad and MJ Research hereby stipulate that

[**]

122681-7

4 of 20

CONFIDENTIAL

2.5.

[**]

2.6

[**]

III.

LICENSE

III(A)

The last sentence of Section 3.1 of the Agreement shall be deleted and replaced with the following:  “The Bio-Rad Parties hereby acknowledge and agree that the License Agreement is personal in nature, and that, except as set forth in the License Agreement, MJ Research’s and Bio-Rad’s rights and obligations under the License Agreement are non-delegable and non-assignable and that such agreements cannot be assumed or assumed and assigned by a trustee or debtor-in-possession in bankruptcy as set forth in section 365(c)(1) of the Bankruptcy Code or any similar provisions of state or federal law or of the laws of any applicable foreign jurisdiction.”

III(B)

Section  3.2 of the Agreement shall be deleted in its entirety and replaced with the following:  

“3.2

Cross Default; Remedies for Material Breach.  The Parties expressly acknowledge and agree that any material breach of the License Agreement, including, without limitation, failure to pay royalties and other payments due thereunder (subject to the cure provisions set forth therein) shall constitute a breach of this Agreement and conversely, any material breach of this Agreement shall constitute a material breach of the License Agreement.  Without limiting Applera’s legal or equitable remedies, upon any such material breach, Applera shall have the right to immediate

122681-7

5 of 20

CONFIDENTIAL

enforcement of the Consent Judgment (including, without limitation, any injunctive relief therein) and./or the German Judgments (as applicable). Without limiting the foregoing or any of Applera’s other legal or equitable remedies, Applera shall also have the right of rescission (i) of this Agreement and/or the License Agreement in the event that any payment that is required to be paid to Applera within three (3) business days after the Signing Date (as defined in the License Agreement) under the License Agreement is not paid in full upon such date and (ii) of the Amendment and/or the Amendment No. 1 to the Real-Time Instrument Patent License Agreement entered into by and between the Parties of even date herewith in the event that any payment that is required to be paid to Applera under Section 3.11 of the License Agreement (as amended) is not paid in full upon the due date provided therein for such payment.”

IV.

RELEASE

IV(A)

Section 4.2 of the Agreement shall be amended by replacing the reference in the last paragraph of such Section to

[**]

IV(B)

Article 4 shall be amended by adding the following sections after Section 4.2 of the Agreement:

“4.3

Bio-Rad and MJ Research Release of Claims Related to the German Proceedings.  As of the Amendment Date, Bio-Rad and MJ Research, for themselves and for the other Bio-Rad Parties: (i) represent and warrant that none of them are participating in litigation involving (or asserting claims against) Applera, Applera’s affiliates, or Applera’s intellectual property rights, other than the German Proceedings and the European Opposition; and (ii) do hereby fully release, acquit and forever discharge Applera and each of its parents, subsidiaries, affiliates (including, without limitation, Affiliates) and all of its officers, directors, principals, shareholders, representatives, agents, successors and assigns from any and all claims, causes of action, charges, grievances, obligations, rights, demands, debts, damages, costs, losses, liabilities of any nature, whether known or unknown, arising anytime prior to the Amendment Date: (A) relating to the European Patent (including, without limitation, its enforcement, alleged unenforceability, misuse or invalidity of any claims based upon or asserting violations of antitrust or unfair competition law); or (B) that were (or are of the same nature as those that were) asserted in, or that could have been asserted in, or relating to the allegations in or

122681-7

6 of 20

CONFIDENTIAL

arising from any of the German Proceedings or European Opposition including, without limitation, any claims based upon or asserting violations of antitrust law or unfair competition law; provided, however, that nothing herein shall be construed to release Applera from any future obligations under this Agreement.  Bio-Rad and MJ Research for themselves and the other Bio-Rad Parties hereby further acknowledges that each of them expressly waives any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, any foreign jurisdiction, or principle of common law, including, without limitation, California Civil Code section 1542, which provides that a release does not extend to claims that a party does not know or suspect to exist in such party’s favor at the time of executing the release, which if known by such party may have materially affected such party’s settlement.  

4.4

Dismissal With Prejudice.  Without limiting Sections 4.1-4.3 above, Bio-Rad and MJ Research for themselves and their parents, subsidiaries, affiliates and all of their officers, directors, principals, shareholders, representatives, successors and assigns agree (i) not to assert, file, pursue or cooperate in the assertion, filing or pursuit by any third party of any claims or causes of action against or adverse to Applera (or entities that as of the Amendment Date are Affiliates of Applera) arising from any acts, facts or circumstances existing or of the same nature as such acts, facts or circumstances existing as of or prior to the Amendment Date and which in any way arise from or relate to any of the following: the European Patent or the subject matters of the German Proceedings and/or European Opposition; (ii) to dismiss with prejudice any claims or causes asserted heretofore by any of Bio-Rad and MJ Research against Applera within the scope of the waiver and release set forth in Section 4.3 herein; and (iii) to use their best efforts to cause to be dismissed or terminated with prejudice any claims or causes of action asserted (with the assistance, participation or cooperation of any of Bio-Rad and MJ Research) by third parties against Applera.  

[**]

122681-7

7 of 20

CONFIDENTIAL

[**]

V.

GENERAL

V(A)

 Section 5.12 shall be deleted in its entirety and replaced with the following:  “5.12  Legal Costs.  The Parties agree that

[**]

V(B)

Section 5.13 of the Agreement shall be amended by deleting the following sentence:  “Notwithstanding anything herein to the contrary,

[**]

122681-7

8 of 20

CONFIDENTIAL

VI.

GENERAL TERMS OF AMENDMENT

VI(A)

Entire Agreement.  Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.  This Amendment, together with the Agreement as amended herein, the Consent Judgment, the License Agreement (as amended by Amendment No. 1 to the Real-Time Instrument Patent License Agreement of even date herewith) and Amendment No. 1 to the Real-Time Instrument Patent License Agreement, constitute the entire agreement between the Parties as to the subject matter hereof, and supersede all prior negotiations, representations, agreements and understandings.  The terms and conditions of this Amendment shall control and take precedence in the event of any conflict between the terms and conditions of this Amendment and the Agreement.  Neither this Amendment nor the Agreement may be further amended or modified, exc ept by a written agreement executed by the duly authorized representatives of the Parties hereto.  Concurrent with this Amendment, the Parties have also entered into that certain PCR Methods/Enzyme Patent License Agreement, with an effective date of April 1, 2007, concerning separate subject matter than this Amendment and the Agreement.

VI(B)

Certain Representations of the Parties.  Each Party hereto represents that: (i) such Party has been fully advised by counsel in connection with the negotiation and execution of this Amendment; (ii) each has the corporate power and authority, and the legal right, to make, execute, deliver and perform this Amendment; (iii) no consent or authorization or, filing with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, (iv) the execution, delivery and performance of this Amendment will not violate any requirement of law or any contractual obligation of such Party and will not result in, or require, the creation or imposition of any lien on any of their respective properties or revenues pursuant to any requirement of law or any such contractual obligation (other than the li ens created by this Amendment) and (v) this Amendment constitutes a legal, valid and binding obligation of each Party, enforceable against each such Party, its affiliates, successors and assigns in accordance with its terms.

VI(C)

Governing Law and Venue.  This Amendment, its construction, performance and enforcement shall be governed by the laws of the State of California without regard to any choice of law provisions.  All claims or disputes arising under or with respect to this Amendment, or with respect to the interpretation, performance, enforcement, or breach of this Amendment, shall be resolved in the District Court, which shall have exclusive jurisdiction for all such claims or disputes.  If for any reason the

122681-7

9 of 20

CONFIDENTIAL

District Court or other court with jurisdiction holds that the District Court lacks jurisdiction to adjudicate any such claim or dispute, the Parties agree that the exclusive jurisdiction and venue for resolving such claim or dispute shall reside in the courts of the State of California, the courts of the United States in the Northern District of California, and appellate courts from any thereof.  Each Party consents that any such action or proceeding may be brought in such courts and waives any objection or defense (including, without limitation any defense of inconvenient forum) that it may now or hereafter have to the venue of any such action or proceeding in any such court.

VI(D)

Service of Process.  Without limiting the right to effect service of process in any other manner permitted by law, service of process in any such action or proceeding arising under or with respect to this Amendment, or with respect to the interpretation, performance, enforcement, or breach of this Amendment may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address referred to in the Agreement.

VI(E)

Severability.  If any provision hereof should be held invalid, illegal or unenforceable in any respect, then, to the fullest extent permitted by applicable law: (a) all other provisions hereof shall remain in full force and effect and shall be liberally construed in order to carry out the intent of the Parties as nearly as may be possible, and (b) the Parties agree to negotiate in good faith a provision, in replacement of the provision held invalid, illegal or unenforceable, that is consistent with applicable law and accomplishes, as nearly as possible, the original intention of the Parties with respect thereto.  To the fullest extent permitted by applicable law, each Party hereby waives any provision of law that would render any provision hereof prohibited or unenforceable in any respect.

VI(F)

Construction.  Except where the context otherwise requires, wherever used, the singular shall include the plural and the word “or” is used in the inclusive sense.  The captions and headings of this Amendment are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Amendment or the intent of any provision contained in this Amendment.  Each Party hereto and its counsel have participated fully in the review and negotiation of this Amendment.  Both Parties have participated equally in the formation of this Amendment; the language of this Amendment shall not be presumptively construed against either Party.

VI(G)

Waiver.  The waiver by either Party hereto of any right hereunder shall not be deemed a waiver of any other right hereunder.   Temporary waiver or

122681-7

10 of 20

CONFIDENTIAL

forbearance hereunder shall not constitute permanent waiver.

VI(H)

Execution in Counterparts.  This Amendment may be executed (including via facsimile) in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

VI(I)

No Third Party Beneficiary.  The representations, warranties, covenants, rights and obligations set forth in this Amendment are for the sole benefit of the Parties and their successors and permitted assigns, and they shall not be construed as conferring any rights on any third parties.

VI(J)

Assignment.  

[**]

VI(K)

Nondisclosure Obligation.  Without limiting the confidentiality obligations of the Agreement, each Party shall forever maintain the confidentiality of this Amendment and all exhibits hereto and the terms hereof or the subject matter of any negotiations with Applera preceding this Amendment in accordance with the provisions of Section 5.13 of the Agreement as applicable to the Agreement.

[Signature page follows.]

/ / /

122681-7

11 of 20

CONFIDENTIAL

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by their respective authorized representatives, effective as of the Amendment Date.

BIO-RAD LABORATORIES, INC.		APPLERA CORPORATION, through its APPLIED BIOSYSTEMS GROUP
Date: May 4, 2007		Date: May 4, 2007
By:         /s/  Sanford S. Wadler		By:           /s/   Mark P. Stevenson
Title:          Vice President		Mark P. Stevenson Title:  Vice President of Applera Corporation and President, Molecular and Cell Biology Division, Applied Biosystems
	MJ RESEARCH, INC. Date: May 4, 2007 By:                /s/  Sanford S. Wadler             Title:                      Vice President

122681-7

12 of 20

CONFIDENTIAL

EXHIBIT G

(See Exhibit 10.17.1 filed concurrently herewith in connection with Bio-Rad’s Form 10-Q for the quarterly period ended June 30, 2007)

122681-7

13 of 20

EX-10

Confidential

EXHIBIT 10.17.1

AMENDMENT No. 1

TO REAL-TIME INSTRUMENT PATENT LICENSE AGREEMENT

This Amendment (this “Amendment”), amending that certain Real-Time Instrument Patent License Agreement effective as of April 1, 2005 (the “Agreement”) entered into between Applera Corporation through its Applied Biosystems Group, 850 Lincoln Centre Drive, Foster City, CA 94404 (“ABI”) on the one hand and Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, CA 94547 (“BRL”) and BRL’s wholly owned subsidiary MJ Research, Inc., 590 Lincoln Street, Waltham, MA 02451 (“MJR”) on the other hand , is entered into by and between ABI on the one hand and BRL and MJR on the other hand on May 4, 2007 (the “Amendment Date”).  Each of BRL, MJR and ABI is individually referred to as a “Party” and, collectively, as “Parties.”

RECITALS

WHEREAS, as part of a settlement of that certain litigation in which ABI sued BRL and MJR in Civil File No. 3:04-CV-01881-RNC in the United States District Court for the District of Connecticut, ABI on the one hand, and BRL and MJR on the other hand, entered into the Agreement on February 9, 2006, as well as the Real-Time Settlement Agreement and the Consent Judgment of the same date;

WHEREAS, ABI, before the Regional Court Düsseldorf, sued BRL (docket no. 4a O 44/03, currently on appeal before the Higher Regional Court Düsseldorf as case no. I-2 U 55/04) and MJR (docket no. 4a O 235/03, currently on appeal before the Higher Regional Court Düsseldorf as case no. I-2 U 57/04) for infringement of European Patent No. 872562 (“European Patent”);

WHEREAS, BRL and MJR filed an opposition to the European Patent; and

WHEREAS, the Parties wish to settle the aforementioned German Proceedings and Related Appeals and their disputes relating to the validity and enforceability of the European Patent, in part by amending the Agreement, pursuant to the terms and conditions of this Amendment.

122780-4

1of 8

Legend:

[**]  This material has been omitted pursuant to a request for confidential treatment.  The material has been filed separately with the Commission.

Confidential

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

AMENDMENT OF THE AGREEMENT

I(A)

Section 1.11 of the Agreement is amended to read in its entirety as follows:

1.11

“Real-Time Apparatus Patent Rights” shall mean (a) Applera's United States Patent No. 6,814,934 B1; (b) other patents and applications owned by Applera that claim priority to United States patent application Serial No.  07/695,201; (c) any Canadian counterparts of any of the foregoing (the patents and patent applications in part (a) through (c) above of this Section 1.11 (collectively, “Category I Real-Time Rights”); and (d) the European Patent.  Without limiting the foregoing, the term “Real-Time Apparatus Patent Rights” shall include any Valid Claims of other patents or patent applications (including, without limitation, the Optics Improvements Patents) owned by Applera as of the Amendment Date (or controlled by Applera, as of the Signing Date, with the right to grant sublicenses) that (but for the license herein) are infringed by Licensee&# 146;s manufacture and selling within the scope of the license granted in Section 2.1 of Existing Products.  Notwithstanding anything herein to the contrary, the term “Real-Time Apparatus Patent Rights” expressly excludes: (i) any patents and patent applications that cover real-time chemistry, reagents, reagent-containing kits, reagent-containing systems, and methods employing particular real-time chemistry, reagents, reagent-containing kits, reagent-containing systems, that instrument users, including Licensee, may wish or need for the performance of amplification and detection methods, including without limitation real-time detection methods, utilizing Licensed Real-Time Thermal Cyclers; and (ii) any patents and patent applications licensed under the Amended and Restated Thermal Cycler Supplier Agreement.  The Real-Time Apparatus Patent Rights other than the Category I Real-Time Rights are referred to collectively as the “Added Real-Time Rights”.  

I(B)

Section 1.14 of the Agreement is amended to read in its entirety as follows:

1.14

“Territory” shall mean

[**]

I(C)

The Agreement is hereby amended to add the following Sections 1.17 and 1.18:

1.17

“Amendment Date” shall mean April 27, 2007, the effective date of that certain Amendment No.1 to this Agreement.

122780-4

2 of 8

Confidential

1.18

“Settlement Agreement” shall mean that certain “Real-Time Settlement Agreement” entered into by the Parties of even date herewith, as amended by that certain “Amendment No.1 to Real-Time Settlement Agreement” entered into by the Parties as of the Amendment Date.

I(D)

Sections 3.1 (c)-(f) of the Agreement are amended such that all royalty-bearing activities discussed therein which were

[**]

I(E)

The Agreement is hereby amended to add the following Sections 3.11, 3.12, and 4.3:

“3.11

For licenses and rights granted under Article 2 to the European Patent, Licensee shall pay to ABI:

(a)

[**]

AB Fiscal
Quarter/Year	Date Due	Payment Due
Q407	5 business days after Amendment Date	$      [**]
Q108	August 14, 2007	$      [**]
Q208	November 14, 2007	$      [**]
Q308	February 14, 2008	$      [**]
Q408	May 15, 2008	$      [**]
Total		$      [**]

(b)

any and all amounts owing under this Agreement

[**]

122780-4

3 of 8

Confidential

3.12

Licensee hereby represents and warrants to ABI that as of the Amendment Date, Licensee is in full compliance with its royalty obligations under this License Agreement

[**]

4.3

Subject to Licensee’s compliance with its representations, warranties and covenants (including, without limitation, fulfillment of payment obligations) in this Agreement and in the Settlement Agreement, all instruments that infringe the European Patent (whether or not they also infringe any of the other Added Real-Time Rights) that would have qualified (had they been sold after the Amendment Date) as Licensed Real-Time Thermal Cyclers, including all modules and components thereof, that were manufactured, delivered, invoiced or otherwise transferred by Licensee solely under its own name and trademarks to end user customers (directly or through distributors) prior to the Amendment Date shall be considered Licensed Real-Time Thermal Cyclers; and all earlier use of such instruments by customers, direct or indirect, of Licensee shall be deemed to have been use of Licensed Real-Time Thermal Cyclers subject to Article 2 and Article 4 herein.  

I(F)

Section 6.2 of the Agreement is amended to add the following sentence to the end of such Section 6.2:  

[**]

I(G)

Section 6.9 is amended to read in its entirety as follows:

[**]

I(H)

The first two sentences of Section 11.1 are deleted and replaced in their entirety with the following:

“11.1

If after execution of this Agreement, ABI grants a license to any Third Party, other than Roche or a collaboration partner (including, without limitation, any party to an agreement with ABI entailing collaborative research, development or manufacturing) of substantially the same scope and encompassing the same fields as the license granted to Licensee herein but under royalty rates, expressed as a percentage of the Net Sales Price of such other licensee’s royalty-bearing products,

122780-4

4 of 8

Confidential

[**]

for the royalty rates contained herein; provided that at ABI’s election Licensee accepts all other terms and conditions (whether more or less favorable to Licensee) or at ABI’s election all other terms and conditions excluding additional licenses granted in other fields of such agreement with such Third Party (such new agreement with Licensee on the same terms and conditions, mutatis mutandum, as apply to such Third Party, referred to hereafter as the “Substituted Agreement”).  

[**]

ARTICLE II

GENERAL PROVISIONS

II(A)

Except as amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.  This Amendment, together with the Agreement as amended herein and that certain Real-Time Settlement Agreement by and between the Parties made effective as of April 1 ,2005 as amended by Amendment No. 1 to Real-Time Settlement Agreement of even date herewith and such Amendment No. 1 to Real-Time Settlement Agreement (including the Consent Judgment as defined therein), constitutes the sole agreement between the Parties relating to the subject matter hereof and supersedes all previous writings and understandings.  The terms and conditions of this Amendment shall control and take precedence in the event of any conflict between the terms and conditions of this Amendment and the Agreement.  Neither this Amendment nor the Agreement may be further amended or modifi ed, except by a written agreement executed by the duly authorized representatives of the Parties hereto.  Concurrent with this Amendment, the Parties have also entered into that certain PCR Method/Enzyme Patent License Agreement, with an effective date of April 1, 2007, concerning separate subject matter than this Amendment and the Agreement.

II(B)

This Amendment shall only be assignable together with the Agreement and in accordance with the provisions of Article 9 of the Agreement governing assignment thereof.

II(C)

Without limiting the confidentiality obligations contained in the Agreement, Licensee shall maintain the confidentiality of the provisions of this Amendment and shall refrain from disclosing the terms of this Amendment without the prior written consent of ABI, except to the extent such disclosure is required under applicable law or regulation provided that (i) such disclosure is limited to the information that must be so disclosed under applicable law or regulation; and (ii) Licensee notifies ABI of such requirement and the text of the proposed

122780-4

5 of 8

disclosure at least (30) days before such proposed disclosure is required or in any event as far in advance of the date of disclosure as is reasonably possible and allows ABI a reasonable opportunity to comment upon, object or seek a protective order or other injunctive relief to prevent or limit such disclosure.  Licensee shall be permitted to issue a press release, reasonably acceptable to ABI, that announces the grant of the license hereunder.  Licensee may disclose the provisions of this Amendment to Michael Finney and John Finney, provided that they shall first have agreed in a writing provided to ABI that they will be bound by the confidentiality terms of this Section II(C) and Licensee provides a copy of any such disclosure to ABI at the time of such disclosure.

II(D)

This Amendment shall be deemed made in the State of California, and it shall be construed and enforced in accordance with the law of the State of California without regard to any choice of law provisions.  The Parties agree that the exclusive jurisdiction and venue for any dispute or controversy arising from this Agreement shall be in the state or federal courts in California.

II(E)

If any provision hereof should be held invalid, illegal or unenforceable in any respect, then, to the fullest extent permitted by applicable law: (a) all other provisions hereof shall remain in full force and effect and shall be liberally construed in order to carry out the intent of the Parties as nearly as may be possible, and (b) the Parties agree to negotiate in good faith a provision, in replacement of the provision held invalid, illegal or unenforceable, that is consistent with applicable law and accomplishes, as nearly as possible, the original intention of the Parties with respect thereto.  To the fullest extent permitted by applicable law, each Party hereby waives any provision of law that would render any provision hereof prohibited or unenforceable in any respect.

II(F)

Except where the context otherwise requires, wherever used, the singular shall include the plural and the word “or” is used in the inclusive sense.  The captions and headings of this Amendment are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Amendment or the intent of any provision contained in this Amendment.  Each Party hereto and its counsel have participated fully in the review and negotiation of this Amendment.  Both parties have participated equally in the formation of this Amendment; the language of this Amendment shall not be presumptively construed against either Party.

II(G)

It is expressly agreed that the Parties, shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency.

122780-4

6 of 8

Confidential

II(H)

The waiver by either Party hereto of any right hereunder or the failure to perform or a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other Party whether of a similar nature or otherwise.  Temporary waiver or forbearance hereunder shall not constitute permanent waiver.

II(I)

This Amendment may be executed (including via facsimile) in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

II(J)

The representations, warranties, covenants, rights and obligations set forth in this Amendment are for the sole benefit of the Parties and their successors and permitted assigns, and they shall not be construed as conferring any rights on any third parties.

[Signature page follows.]

122780-4

7 of 8

Confidential

IN WITNESS WHEREOF, the Parties, through their authorized officers, have executed this Amendment as of the Amendment Date.

BIO-RAD LABORATORIES, INC.		APPLERA CORPORATION, through its APPLIED BIOSYSTEMS GROUP
Date: May 4, 2007		Date: May 4, 2007
By:         /s/  Sanford S. Wadler		By:           /s/   Mark P. Stevenson
Title:          Vice President		Mark P. Stevenson Title:  Vice President of Applera Corporation and President, Molecular and Cell Biology Division, Applied Biosystems
	MJ RESEARCH, INC. Date: May 4, 2007 By:                /s/  Sanford S. Wadler             Title:                      Vice President

122780-4

8 of 8

EX-31

Exhibit 31.1

Certification of Chief Executive Officer Required By

Exchange Act Rules 13a-14(a) and 15d-14(a)

I, Norman Schwartz, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Bio-Rad Laboratories, Inc.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report fairly present, in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f))for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 8, 2007	/s/ Norman Schwartz
		Norman Schwartz
		Chief Executive Officer

EX-31

Exhibit 31.2

Certification of Chief Financial Officer Required By

Exchange Act Rules 13a-14(a) and 15d-14(a)

I, Christine A. Tsingos, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Bio-Rad Laboratories, Inc.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report fairly present, in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f))for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 8, 2007	/s/ Christine A. Tsingos
		Christine A. Tsingos
		Vice President,
		Chief Financial Officer

EX-32

Exhibit 32.1

Certification of Periodic Report

I, Norman Schwartz, Chief Executive Officer of Bio-Rad Laboratories, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)

the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2007 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 8, 2007	/s/ Norman Schwartz
		Norman Schwartz
		Chief Executive Officer

EX-32

Exhibit 32.2

Certification of Periodic Report

I, Christine A. Tsingos, Chief Financial Officer of Bio-Rad Laboratories, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)

the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2007 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 8, 2007	/s/ Christine A. Tsingos
		Christine A. Tsingos
		Vice President,
		Chief Financial Officer