8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 7, 2019

Danaher Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-08089	59-1995548
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 Pennsylvania Ave., N.W., Suite 800W Washington, D.C.	20037-1701
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 202-828-0850

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:    

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	DHR	New York Stock Exchange
4.75% Mandatory Convertible Preferred Stock, Series A, without par value	DHR.PRA	New York Stock Exchange
Floating Rate Senior Notes due 2022	DHR F 06/30/22	New York Stock Exchange
1.700% Senior Notes due 2022	DHR 1.7 01/04/22	New York Stock Exchange
2.500% Senior Notes due 2025	DHR 2.5 07/08/25	New York Stock Exchange
1.200% Senior Notes due 2027	DHR 1.2 06/30/27	New York Stock Exchange
0.200% Senior Notes due 2026	DHR 0.2 03/18/26	New York Stock Exchange
0.450% Senior Notes due 2028	DHR 0.45 03/18/28	New York Stock Exchange
0.750% Senior Notes due 2031	DHR 0.75 09/18/31	New York Stock Exchange
1.350% Senior Notes due 2039	DHR 1.35 09/18/39	New York Stock Exchange
1.800% Senior Notes due 2049	DHR 1.8 09/18/49	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Item 1.01. Entry into a Material Definitive Agreement

Notes Offering

On November 7, 2019, DH Europe Finance II S.à r.l. (“Danaher International II”) issued $700 million aggregate principal amount of 2.050% Senior Notes due 2022 (the “2022 Notes”), $700 million aggregate principal amount of 2.200% Senior Notes due 2024 (the “2024 Notes”), $800 million aggregate principal amount of 2.600% Senior Notes due 2029 (the “2029 Notes”), $900 million aggregate principal amount of 3.250% Senior Notes due 2039 (the “2039 Notes”) and $900 million aggregate principal amount of 3.400% Senior Notes due 2049 (the “2049 Notes,” and together with the 2022 Notes, the 2024 Notes, the 2029 Notes and the 2039 Notes, the “Notes”), in an underwritten offering pursuant to a registration statement on Form S-3 (File No. 333-224149) filed with the Securities and Exchange Commission (the “Commission”) on April 5, 2018, as amended by a Post-Effective Amendment No. 1 thereto, filed with the Commission on July 10, 2019, and a related prospectus filed with the Commission. The Notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Danaher Corporation (“Danaher”) (the “Guarantees” and, together with the Notes, the “Securities”). The Securities were sold pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”) dated as of October 29, 2019 among Danaher International II, Danaher, and BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC and the other underwriters party thereto. The Underwriting Agreement was separately filed with the SEC on October 31, 2019 as Exhibit 1.1 to Danaher’s Current Report on Form 8-K.

Danaher International II expects to receive net proceeds of approximately $3.97 billion, after deducting the underwriting discounts and estimated offering expenses payable by Danaher. Danaher anticipates using the net proceeds from the offering to fund a portion of the cash consideration payable for, and certain costs associated with, its acquisition of the Biopharma Business of GE Life Sciences (the “GE Biopharma Acquisition”). Pending completion of the GE Biopharma Acquisition, Danaher may invest the net proceeds of the offering in short-term bank deposits or invest them in interest-bearing, investment-grade securities.

Indenture

The Securities were issued under an indenture dated as of September 18, 2019 (the “Base Indenture”) among Danaher International II, Danaher, as guarantor, and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”) and a second supplemental indenture dated as of November 7, 2019 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The 2022 Notes will mature on November 15, 2022, the 2024 Notes will mature on November 15, 2024, the 2029 Notes will mature on November 15, 2029, the 2039 Notes will mature on November 15, 2039 and the 2049 Notes will mature on November 15, 2049. Interest on the Notes will be paid semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2020.

At any time and from time to time prior to (i) October 15, 2024 (one month prior to the maturity date of the 2024 Notes), in the case of the 2024 Notes, August 15, 2029 (three months prior to the maturity date of the 2029 Notes), in the case of the 2029 Notes, May 15, 2039 (six months prior to the maturity date of the 2039 Notes), in the case of the 2039 Notes or May 15, 2049 (six months prior to the maturity date of the 2049 Notes), in the case of the 2049 Notes (each such date, a “par call date”) and (ii) prior to November 15, 2022 (the maturity date of the 2022 Notes), in the case of the 2022 Notes, Danaher International II will have the right, at its option, to redeem the Notes, in whole or in part, by paying a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, on or after the applicable par call date for the 2024 Notes, 2029 Notes, 2039 Notes and 2049 Notes, Danaher International II will have the right, at its option, to redeem the 2024 Notes, 2029 Notes, 2039 Notes and 2049 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Danaher intends to use the net proceeds from the offering of the Notes to fund a portion of the cash consideration payable for, and certain costs associated with, the GE Biopharma Acquisition. The offering of the Notes is not conditioned upon the completion of the proposed GE Biopharma Acquisition. If Danaher does not consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the acquisition agreement setting forth the terms of the GE Biopharma Acquisition as in effect on November 7, 2019 may be extended in accordance with its terms), or the acquisition agreement setting forth the terms of the GE Biopharma Acquisition is terminated prior to that date, Danaher International II will be required to redeem, in whole and not in part, each series of the notes on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes outstanding, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date, as further described in the prospectus supplement filed in connection with the offering of the Notes.

If a change of control triggering event occurs with respect to the Notes, each holder of Notes may require Danaher International II to repurchase some or all of its Notes at a purchase price equal to 101% of the principal amount of the Notes being repurchased, plus accrued interest. A change of control triggering event means the occurrence of both a change of control and a rating event (as such terms are defined in the Supplemental Indenture).

The Notes are unsecured and rank equally in right of payment with all of Danaher International II’s other unsecured and unsubordinated indebtedness. The Guarantees are unsecured obligations of Danaher and rank equally in right of payment with all of Danaher’s other unsecured and unsubordinated indebtedness.

Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency-related defaults, Danaher International II’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

The above description of the Base Indenture and the Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture. The Base Indenture is filed as Exhibit 4.1 and the Supplemental Indenture is filed as Exhibit 4.2 hereto. Each of the foregoing documents is incorporated herein by reference.

In connection with the offering of the Notes, Danaher is filing as Exhibits 5.1 and 5.2 hereto opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit  No.		Description
	4.1	Base Indenture, dated as of September 18, 2019, among Danaher International II, as issuer, Danaher, as guarantor, and the Trustee, as trustee (incorporated by reference to Exhibit 4.1 to Danaher’s Current Report on Form 8-K filed on September 18, 2019).
	4.2	Second Supplemental Indenture, dated as of November 7, 2019, among Danaher International II, as issuer, Danaher, as guarantor, and the Trustee, as trustee.
	5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
	5.2	Opinion of DLA Piper Luxembourg.
	23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above).

23.2	Consent of DLA Piper Luxembourg (contained in Exhibit 5.2 above).
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

SIGNATURES

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

	DANAHER CORPORATION
Date: November 7, 2019	By:	/s/ Matthew R. McGrew
	Name:	Matthew R. McGrew
	Title:	Executive Vice President and Chief Financial Officer

EX-4.2

Exhibit 4.2

EXECUTION VERSION

DH EUROPE FINANCE II S.À R.L.,

as Issuer

DANAHER CORPORATION,

as Guarantor

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

SECOND SUPPLEMENTAL INDENTURE

2.050% Senior Notes Due 2022

2.200% Senior Notes Due 2024

2.600% Senior Notes Due 2029

3.250% Senior Notes Due 2039

3.400% Senior Notes Due 2049

Dated as of November 7, 2019

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as November 7, 2019, is among DH EUROPE FINANCE II S.À R.L., a private limited liability company, société à responsabilité limitée, duly organized and existing under the laws of Luxembourg (the “Company”), having its registered office at 1B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237, DANAHER CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”) and the indirect parent company of the Company, having its principal office at 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Guarantor have heretofore executed and delivered to the Trustee an Indenture dated as of September 18, 2019, among the Company, the Guarantor and the Trustee (the “Base Indenture,” and together with this Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of series of the Company’s Securities and Guarantees of such Securities by the Guarantor;

WHEREAS, Section 901(g) of the Base Indenture provides for the Company, the Guarantor and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Section 201 and Section 301 of the Base Indenture;

WHEREAS, pursuant to Section 301 of the Base Indenture, the Company wishes to provide for the issuance of five (5) new series of Securities to be known as its: (a) 2.050% Senior Notes due 2022 (the “2022 Notes”), (b) 2.200% Senior Notes due 2024 (the “2024 Notes”), (c) 2.600% Senior Notes due 2029 (the “2029 Notes”), (d) 3.250% Senior Notes due 2039 (the “2039 Notes”) and (e) 3.400% Senior Notes due 2049 (the “2049 Notes,” and collectively with the 2022 Notes, the 2024 Notes, the 2029 Notes and the 2039 Notes, the “Notes”). The forms of the Notes of each such series and the terms, provisions and conditions thereof shall be as set forth in this Supplemental Indenture;

WHEREAS, the Guarantor desires to Guarantee each series of Notes on the terms set forth in Article 14 of the Base Indenture; and

WHEREAS, the Company and the Guarantor have requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a valid and binding instrument enforceable in accordance with its terms, to make each series of Notes, when executed and delivered by the Company and authenticated by the Trustee, the valid, binding and enforceable obligations of the Company, and to make the Guarantees of each series of Notes, when such series of Notes have been executed and delivered by the Company and authenticated by the Trustee, and when the notations of Guarantee to be attached to each Note are executed and delivered by the Guarantor, the valid, binding and enforceable obligations of the Guarantor, in each case, have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;

- 2 -

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Relation to Base Indenture. This Supplemental Indenture constitutes an integral part of the Base Indenture.

Section 1.02 Definition of Terms. For all purposes of this Supplemental Indenture:

(a) capitalized terms used herein without definition shall have the meanings set forth in the Base Indenture;

(b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout and, to the extent any such term conflicts with a corresponding term defined in the Base Indenture or is otherwise set forth both in this Supplemental Indenture and in the Base Indenture, such term as defined in this Supplemental Indenture shall supersede the corresponding term defined in the Base Indenture with respect to the Notes;

(c) the singular includes the plural and vice versa;

(d) headings are for convenience of reference only and do not affect interpretation; and

(e) the following terms have the meanings given to them in this Section 1.02(e):

“2022 Notes Interest Payment Date” shall have the meaning set forth in Section 2.05(b).

“2024 Notes Interest Payment Date” shall have the meaning set forth in Section 2.05(b).

“2029 Notes Interest Payment Date” shall have the meaning set forth in Section 2.05(b).

“2039 Notes Interest Payment Date” shall have the meaning set forth in Section 2.05(b).

“2049 Notes Interest Payment Date” shall have the meaning set forth in Section 2.05(b).

“2022 Notes Maturity Date” shall have the meaning set forth in Section 2.02(a).

“2024 Notes Maturity Date” shall have the meaning set forth in Section 2.02(b).

- 3 -

“2029 Notes Maturity Date” shall have the meaning set forth in Section 2.02(c).

“2039 Notes Maturity Date” shall have the meaning set forth in Section 2.02(d).

“2049 Notes Maturity Date” shall have the meaning set forth in Section 2.02(e).

“Business Day” means any day other than a Saturday or Sunday, which is not a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) (other than (a) the Guarantor or one of its Subsidiaries, (b) any employee benefit plan of such Person or its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (c) Steven M. Rales and Mitchell P. Rales) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Guarantor’s Voting Stock or other Voting Stock into which the Guarantor’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of the Guarantor’s Subsidiaries, taken as a whole, to any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) (other than the Guarantor or one of its Subsidiaries); or (3) the Guarantor ceases to own, directly or indirectly, 100% of the equity interests of the Company, other than as a result of the merger or consolidation of the Company with and into the Guarantor. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Guarantor becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Guarantor’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Offer” shall have the meaning set forth in Section 3.03.

“Change of Control Payment” shall have the meaning set forth in Section 3.03.

“Change of Control Payment Date” shall have the meaning set forth in Section 3.03.

“Change of Control Triggering Event,” with respect to any series of Notes, means the occurrence of both a Change of Control and a Rating Event with respect to such series. No Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

- 4 -

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual interpolated maturity comparable to the remaining term of the Notes of a series to be redeemed (assuming that, with respect to the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes, such notes to be redeemed matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes of such series.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer Quotation.

“Depositary” means The Depository Trust Company or such successor selected or approved by the Company.

“Envista” means Envista Holdings Corporation, a Delaware corporation.

“Envista Entities” means Envista Holdings Corporation, a Delaware corporation, and each of its Subsidiaries.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GE Biopharma Acquisition” means the acquisition of the Biopharma Business of GE Life Sciences, by the Guarantor pursuant to the Purchase Agreement.

“Global Note” shall have the meaning set forth in Section 2.04.

“Interest Payment Date” means any 2022 Notes Interest Payment Date, 2024 Notes Interest Payment Date, 2029 Notes Interest Payment Date, 2039 Notes Interest Payment Date or 2049 Notes Interest Payment Date, as applicable.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P; and, the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by the Guarantor.

“Issue Date” means November 7, 2019.

“Maturity Date” means the 2022 Notes Maturity Date, the 2024 Notes Maturity Date, the 2029 Notes Maturity Date, the 2039 Notes Maturity Date or the 2049 Notes Maturity Date, as applicable.

“Moody’s” means Moody’s Investors Service Inc., and any successor to its rating agency business.

- 5 -

“Par Call Date” means in the case of the 2024 Notes, October 15, 2024; in the case of the 2029 Notes, August 15, 2029; in the case of the 2039 Notes, May 15, 2039; and in the case of the 2049 Notes, May 15, 2049.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Purchase Agreement” means the equity and asset purchase agreement, dated February 25, 2019, by and between General Electric Company and the Guarantor as in effect on September 18, 2019.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the applicable series of Notes or fails to make a rating of such series of Notes publicly available for reasons outside of the Company’s or the Guarantor’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Guarantor (as certified by a Board Resolution of the Guarantor) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“Rating Event” means the rating on the applicable series of Notes is lowered by each of the Rating Agencies and such series of Notes is rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of such series of Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or the Guarantor’s intention to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

“Record Date” means May 1 or November 1, whether or not a Business Day, immediately preceding the related Interest Payment Date, which constitutes a Regular Record Date for purposes of the Base Indenture.

“Redemption Date” means, with respect to any redemption of any series of Notes, the date fixed for such redemption pursuant to the Indenture and such series of Notes.

“Reference Treasury Dealer” means (i) BofA Securities, Inc. and Wells Fargo Securities, LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States of America (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.

- 6 -

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Remaining Scheduled Payments” means, with respect to each series of Notes to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date (assuming that, with respect to the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes, such Notes to be redeemed matured on the applicable Par Call Date) but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to the Notes of such series, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such Redemption Date.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“Separation Transaction” means any transaction in furtherance of the Guarantor’s previously disclosed intentions to dispose of the common stock of Envista, including, without limitation, (i) an initial public offering or other offering(s) of shares of Envista, (ii) the distribution to the Guarantor of all or a portion of the proceeds of such offering(s) and/or the proceeds of borrowings under the Envista Entities’ senior term credit facilities and (iii) the distribution by the Guarantor to its shareholders of all or a portion of the remaining equity interests in Envista owned by the Guarantor, by means of a spin-off of Envista shares effected as a dividend to all the Guarantor’s shareholders, a split-off of Envista shares in exchange for shares of the Guarantor or other securities, or any combination of the foregoing in one transaction or in a series of transactions.

“Special Mandatory Redemption Date” means the earlier to occur of (1) September 24, 2020, if the GE Biopharma Acquisition has not been completed on or prior to August 25, 2020 (or such later date to which the Purchase Agreement may be extended in accordance with its terms), or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Purchase Agreement.

“Special Mandatory Redemption Price” shall have the meaning set forth in Section 3.04(a).

“Subsidiary” of any specified Person means any corporation or other entity (including, without limitation, partnerships, joint ventures and associations) of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation or other entity (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such Person, or by one or more Subsidiaries, or by such Person and one or more other Subsidiaries; provided, that, the Envista Entities shall be excluded from any such reference to a Subsidiary other than for purposes of the “Envista Entities” definition.

- 7 -

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (or interpolated yield to maturity on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date.

“Voting Stock” means, with respect to any specified Person as of any date, the capital stock of such Person that is at the time entitled to vote generally in the election of the Board of Directors or similar governing body of such Person.

The terms “Base Indenture,” “Company,” “Guarantor,” “Indenture,” “Notes” and “Trustee” shall have the respective meanings set forth in the recitals to this Supplemental Indenture and the paragraph preceding such recitals.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.01 Designation and Principal Amount. Each series of Notes may be issued from time to time upon written order of the Company for the authentication and delivery of such series of Notes pursuant to Section 303 of the Base Indenture. There are hereby authorized:

(a) a series of Securities designated as the 2.050% Senior Notes due 2022, limited in initial aggregate principal amount to $700,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture);

(b) a series of Securities designated as the 2.200% Senior Notes due 2024, limited in initial aggregate principal amount to $700,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture);

(c) a series of Securities designated as the 2.600% Senior Notes due 2029, limited in initial aggregate principal amount to $800,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture);

(d) a series of Securities designated as the 3.250% Senior Notes due 2039, limited in initial aggregate principal amount to $900,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture); and

(e) a series of Securities designated as the 3.400% Senior Notes due 2049, limited in initial aggregate principal amount to $900,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1107 of the Base Indenture).

- 8 -

The Company may create and issue additional Notes of any series having the same terms and conditions as such series of Notes in all respects (or in all respects except for the Issue Date, issue price and, to the extent applicable, the payment of interest accruing prior to the Issue Date of such additional Notes or the first payment of interest following the Issue Date), so that such additional Notes of such series will be consolidated and form a single series with the initial Notes of such series.

Section 2.02 Maturity. (a) The date upon which the 2022 Notes shall become due and payable at final maturity, together with any accrued and unpaid interest, is November 15, 2022 (the “2022 Notes Maturity Date”), (b) the date upon which the 2024 Notes shall become due and payable at final maturity, together with any accrued and unpaid interest, is November 15, 2024 (the “2024 Notes Maturity Date”), (c) the date upon which the 2029 Notes shall become due and payable at final maturity, together with any accrued and unpaid interest, is November 15, 2029 (the “2029 Notes Maturity Date”), (d) the date upon which the 2039 Notes shall become due and payable at final maturity, together with any accrued and unpaid interest, is November 15, 2039 (the “2039 Notes Maturity Date”) and (e) the date upon which the 2049 Notes shall become due and payable at final maturity, together with any accrued and unpaid interest, is November 15, 2049 (the “2049 Notes Maturity Date”).

Section 2.03 Form, Payment and Appointment. Except as provided in Section 2.04, each series of Notes shall be issued in fully registered, certificated form. Principal of and interest on each series of Notes will be payable, the transfer of such series of Notes will be registrable, and such series of Notes will be exchangeable for such series of Notes of a like aggregate principal amount, at the office or agency of the Company maintained for such purpose located at 240 Greenwich Street, New York, New York 10286, which shall initially be the corporate trust office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such address as shall appear in the Security register or by wire transfer to an account appropriately designated by the Person entitled to payment; provided, that the Paying Agent shall have received written notice of such account designation at least five (5) Business Days prior to the date of such payment (subject to surrender of the relevant Note in the case of a payment of interest on a Redemption Date or the Maturity Date).

No service charge shall be made for any registration of transfer or exchange of any series of Notes, but the Company may require payment from the applicable Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Security Registrar and Paying Agent for the Notes shall initially be the Trustee.

The Notes of each series shall be issuable in denominations of U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof.

The specified currency of the Notes shall be U.S. Dollars.

Section 2.04 Global Notes. The Notes of each series shall be issued initially in the form of a permanent Global Security in registered form (each, a “Global Note”), deposited with the Depositary. Unless and until such Global Note is exchanged for Notes of such series in certificated form, such Global Note may be transferred, in whole but not in part, and any payments on the Notes of such series shall be made to the Paying Agent, which in turn shall make payment with respect to the applicable series of Notes to the Depositary or a nominee of the Depositary.

- 9 -

Section 2.05 Interest on the Notes. (a) Interest payable on any Interest Payment Date, Maturity Date or Redemption Date, shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the Issue Date, if no interest has previously been paid or duly provided for) to, but excluding, such Interest Payment Date, Maturity Date or, if applicable, Redemption Date, as the case may be. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(b) The 2022 Notes will bear interest at the rate of 2.050% per year; the 2024 Notes will bear interest at the rate of 2.200% per year; the 2029 Notes will bear interest at the rate of 2.600% per year; the 2039 Notes will bear interest at the rate of 3.250% per year; and the 2049 Notes will bear interest at the rate of 3.400% per year. Interest on the 2022 Notes shall be payable semi-annually in arrears on May 15 and November 15 of each year (each, a “2022 Notes Interest Payment Date”), commencing May 15, 2020; interest on the 2024 Notes shall be payable semi-annually in arrears on May 15 and November 15 of each year (each, a “2024 Notes Interest Payment Date”), commencing May 15, 2020; interest on the 2029 Notes shall be payable semi-annually in arrears on May 15 and November 15 of each year (each, a “2029 Notes Interest Payment Date”), commencing May 15, 2020; interest on the 2039 Notes shall be payable semi-annually in arrears on May 15 and November 15 of each year (each, a “2039 Notes Interest Payment Date”), commencing May 15, 2020; and interest on the 2049 Notes shall be payable semi-annually in arrears on May 15 and November 15 of each year (each, a “2049 Notes Interest Payment Date”), commencing May 15, 2020, in each case to the Persons in whose names such Notes are registered at the close of business on the Record Date for such Interest Payment Date, except as provided in Section 2.06.

Section 2.06 In the event that any Interest Payment Date with respect to any series of Notes or the Maturity Date or a Redemption Date for any series of Notes falls on a day that is not a Business Day, then the related payments of principal, premium, if any, and interest shall be made on the next succeeding day that is a Business Day (and no additional interest will accrue or otherwise accumulate on the amount payable for the period from and after such Interest Payment Date, Maturity Date or Redemption Date, as applicable). Interest due on the Maturity Date or a Redemption Date (in each case, whether or not an Interest Payment Date) of any series of Notes will be paid to the Person to whom principal of such Notes is payable.

Section 2.07 Payments of Additional Amounts. The provisions of Section 1502 of the Base Indenture shall apply to each series of Notes. Whenever in any series of Notes there is mentioned, in any context, the payment of the principal of or interest or any other amounts on, or in respect of, such series of Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof and the Indenture, and express mention of the payment of Additional Amounts in any provision of any series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions thereof where such express mention is not made.

Section 2.08 No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

- 10 -

Section 2.09 Guarantees. Each series of Notes shall have the benefit of a Guarantee from the Guarantor on the terms set forth in Article 14 of the Base Indenture.

ARTICLE III

REDEMPTION OF THE NOTES

Section 3.01 Optional Redemption by Company. (a) At any time and from time to time prior to (i) the applicable Par Call Date for the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes and (ii) the 2022 Notes Maturity Date for the 2022 Notes, the Company has the right, at its option, to redeem any series of Notes, in whole or in part, at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed, and

(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 10 basis points, in the case of the 2022 Notes, 10 basis points, in the case of the 2024 Notes, 15 basis points, in the case of the 2029 Notes, 15 basis points, in the case of the 2039 Notes and 20 basis points, in the case of the 2049 Notes,

plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

(b) On or after the applicable Par Call Date, the Company has the right, at its option, to redeem the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.

(c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Notes is only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid.

- 11 -

(d) If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Notes (or such portion thereof) called for redemption.

Section 3.02 Redemption Upon Changes in Withholding Tax. The provisions of Section 1501 of the Base Indenture shall apply to each series of Notes. The redemption price for any redemption pursuant to this Section 3.02 shall be paid prior to 12:00 noon, New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to the Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay such redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. If money sufficient to pay such redemption price of each series of Notes to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such Notes called for redemption.

Section 3.03 Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes in full as described in Section 3.01, or with respect to any series of Notes, such series of Notes has become redeemable as described in Section 3.02 or 3.04, Holders of each series of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of each applicable series of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase such applicable series of Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.

- 12 -

(b) On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

(i) accept for payment all Notes of each applicable series, or portions of such Notes, properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of each applicable series, or portions of such Notes, properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes, or portions of such Notes, being repurchased.

(c) The Paying Agent will promptly mail to each Holder of Notes of each applicable series properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase Notes of any series upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

Section 3.04 Special Mandatory Redemption. (a) In the event that the Guarantor does not consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the Purchase Agreement may be extended in accordance with its terms), or the Purchase Agreement is terminated at any time prior to August 25, 2020, then the Company must redeem, in whole and not in part, each series of Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of each such series of Notes outstanding, plus accrued and unpaid interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date to, but excluding, the Special Mandatory Redemption Date.

(b) The Company will cause the notice of such Special Mandatory Redemption to be mailed, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering such Special Mandatory Redemption to each Holder of Notes at its registered address. The Special Mandatory Redemption Price shall be paid prior to 12:00 noon, New York City time, on the Special Mandatory Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to the Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the date such Special Mandatory Redemption Price is to be paid.

- 13 -

(c) If money sufficient to pay the Special Mandatory Redemption Price of each series of Notes to be redeemed on the Special Mandatory Redemption Date is deposited with the Trustee or Paying Agent on or before the Special Mandatory Redemption Date as provided herein, then on and after such Special Mandatory Redemption Date, interest will cease to accrue on such Notes.

ARTICLE IV

FORM OF NOTES AND GUARANTEES

Section 4.01 Form of Notes and Guarantees. The Notes and the Trustee’s Certificates of Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibits A through E hereto, in each case with such changes therein as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by his or her execution thereof. The notation of Guarantee to be attached to each Note is to be substantially in the form attached as Exhibit F hereto, with such changes therein as the officer of the Guarantor executing the notation of Guarantee (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof.

ARTICLE V

ORIGINAL ISSUE OF NOTES

Section 5.01 Original Issue of Notes. 2022 Notes having an initial aggregate principal amount of $700,000,000, 2024 Notes having an initial aggregate principal amount of $700,000,000, 2029 Notes having an initial aggregate principal amount of $800,000,000, 2039 Notes having an initial aggregate principal amount of $900,000,000 and 2049 Notes having an initial aggregate principal amount of $900,000,000 may from time to time, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company pursuant to Section 303 of the Base Indenture without any further action by the Company (other than as required by the Base Indenture).

ARTICLE VI

COVENANTS

Section 6.01 Additional Exception to Limitation on Secured Debt. Section 1010 of the Indenture shall not apply to debt secured by any security interests on any property, assets or equity or other ownership interests created to secure Indebtedness incurred by the Guarantor or any of its Subsidiaries in connection with a Separation Transaction; provided that this clause shall cease to apply to any such security interests to the extent (1) the applicable Separation Transaction has not been consummated within 180 days of the creation of such security interests or (2) such security interests continue to encumber property, assets or equity or other ownership interests of the Guarantor or any of its Subsidiaries as of a date which is 30 days after the consummation of such Separation Transaction.

- 14 -

ARTICLE VII

MISCELLANEOUS

Section 7.01 Ratification and Applicability of Indenture. To the extent of any conflict between the provisions of this Supplemental Indenture and the Base Indenture, the provisions of this Supplemental Indenture shall control. The provisions of Sections 1302 and 1303 of the Base Indenture shall apply to the Notes (including with respect to Section 6.01 of this Supplemental Indenture). Except as otherwise provided in Section 1.02 and this Section 7.01, the Base Indenture is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 7.02 Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and the Guarantor and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 7.03 New York Law to Govern. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. FOR THE AVOIDANCE OF DOUBT, THE APPLICABILITY OF ARTICLES 470-3 to 470-19 OF THE LUXEMBOURG LAW DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXCLUDED.

Section 7.04 Separability. In case any one or more of the provisions contained in this Supplemental Indenture or in any series of the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of such series of the Notes, but this Supplemental Indenture and such series of the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 7.05 Counterparts. This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

- 15 -

IN WITNESS WHEREOF the parties hereto have caused this Supplemental Indenture to be duly executed, as of the day and year first written above.

DH EUROPE FINANCE II S.À R.L.

By:

Name:

Title:

DANAHER CORPORATION

By:

Name:

Title:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:

Name:

Title:

[Signature Page to Second Supplemental Indenture]

EXHIBIT A

[IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.

DH EUROPE FINANCE II S.À R.L.

2.050% Senior Note due 2022

          No.                                      $                                         

CUSIP: 23291K AF2

ISIN: US23291KAF21

DH Europe Finance II S.à r.l., a private limited liability company (société à responsabilité limitée) duly organized and existing under the laws of Luxembourg, having its registered office at 1 B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237 (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum set forth in the Schedule of Increases or Decreases in Note attached hereto on November 15, 2022, and to pay interest thereon from November 7, 2019 or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2020 at the rate of 2.050% per annum, until the principal hereof is paid or made available for payment. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered on the Security Register at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, immediately preceding the related Interest Payment Date, except as provided in Section 2.06 of the Supplemental Indenture.

A-1

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in accordance with the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

This Note is fully and unconditionally guaranteed by Danaher Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), as provided in the Indenture.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:                             

DH EUROPE FINANCE II S.À R.L.

By:

Name:

Title:

A-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated:                                         

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:                                                     

Authorized Signatory

A-3

REVERSE OF NOTE

This Note is one of a duly authorized issue of Securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under a Base Indenture, dated as of September 18, 2019 (as heretofore supplemented, herein called the “Base Indenture”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Second Supplemental Indenture, dated as of November 7, 2019 (herein called the “Supplemental Indenture,” which term shall have the meaning assigned to it in such instrument, and together with the Base Indenture, herein called the “Indenture”) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be authenticated and delivered. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $700,000,000. The Notes are unsecured general obligations of the Company.

1. Optional Redemption

At any time and from time to time prior to November 15, 2022, the Company shall have the right to redeem the Notes, in whole or in part, at its option, at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed; and

(ii) the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 10 basis points, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

The Company will mail (or send electronically in accordance with applicable Depositary procedures) notice of any redemption to the registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Notes are only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures.

If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption.

A-4

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

2. Special Mandatory Redemption

In the event that the Guarantor does not consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the Purchase Agreement may be extended in accordance with its terms) or the Purchase Agreement is terminated at any time prior thereto (or such later date to which the Purchase Agreement may be extended in accordance with its terms), then the Company must redeem, in whole and not in part, all of the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes outstanding, plus accrued and unpaid interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date to, but excluding, the Special Mandatory Redemption Date.

The Company will mail notice of such Special Mandatory Redemption, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering such Special Mandatory Redemption to each Holder of Notes at its registered address.

If money sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be redeemed on the Special Mandatory Redemption Date is deposited with the Trustee or Paying Agent on or before the Special Mandatory Redemption Date as provided herein and in the Indenture, then on and after such Special Mandatory Redemption Date, interest will cease to accrue on such Notes.

3. Redemption Upon Changes in Withholding Taxes; Additional Amounts

The provisions of Sections 1501 and 1502 of the Base Indenture and Sections 2.07 and 3.02 of the Supplemental Indenture shall apply to this series of Notes.

Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions thereof where such express mention is not made.

4. No Other Redemption

Except as set forth in Sections 1, 2 and 3 of this Note and in Article 3 of the Supplemental Indenture, the Company may not redeem the Notes prior to the Maturity Date.

A-5

5. Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

(i) accept for payment all of the Notes, or portions of the Notes, properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all of the Notes, or portions of the Notes, properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes, or portions of Notes, being repurchased.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

A-6

6. No Sinking Fund

The Notes are not entitled to the benefit of any sinking fund.

7. Defeasance and Discharge

The Indenture contains provisions for defeasance and discharge and for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Note upon compliance with certain conditions set forth in the Indenture.

8. Guarantee

This Note is fully and unconditionally guaranteed by the Guarantor, as provided in Article 14 of the Indenture.

9. Modification and Waiver

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, or make any other change that does not adversely affect the rights of any Holder of a Note.

10. Events of Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

A-7

11. Remedies

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

12. Transfer and Exchange

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 or an integral multiple of $1,000 thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

A-8

13. Governing Law

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. FOR THE AVOIDANCE OF DOUBT, THE APPLICABILITY OF ARTICLES 470-3 to 470-19 OF THE LUXEMBOURG LAW DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXCLUDED.

14. Defined Terms

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As used in this Note, the term “Predecessor Note” shall have the meaning assigned to the term “Predecessor Security” in the Indenture.

A-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

Date:                             

Signature:                                                      

Signature Guarantee:                                    

(Sign exactly as your name appears on the other side of this Note)

A-10

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is $            . The following increases or decreases in the principal amount of this Note have been made:

Date Amount of decrease in principal amount of this Note Amount of increase in principal amount of this Note Principal amount of this Note following such decrease or increase Signature of authorized signatory of Trustee

A-12

EXHIBIT B

[IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.

DH EUROPE FINANCE II S.À R.L.

2.200% Senior Note due 2024

No.	$
	CUSIP: 23291K AG0
	ISIN: US23291KAG04

DH Europe Finance II S.à r.l., a private limited liability company (société à responsabilité limitée) duly organized and existing under the laws of Luxembourg, having its registered office at 1 B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237 (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum set forth in the Schedule of Increases or Decreases in Note attached hereto on November 15, 2024, and to pay interest thereon from November 7, 2019 or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2020 at the rate of 2.200% per annum, until the principal hereof is paid or made available for payment. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered on the Security Register at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, immediately preceding the related Interest Payment Date, except as provided in Section 2.06 of the Supplemental Indenture.

B-1

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in accordance with the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

This Note is fully and unconditionally guaranteed by Danaher Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), as provided in the Indenture.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:                         

DH EUROPE FINANCE II S.À R.L.

By:

Name:

Title:

B-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated:                         

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:                                         

Authorized Signatory

B-3

REVERSE OF NOTE

This Note is one of a duly authorized issue of Securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under a Base Indenture, dated as of September 18, 2019 (as heretofore supplemented, herein called the “Base Indenture”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Second Supplemental Indenture, dated as of November 7, 2019 (herein called the “Supplemental Indenture,” which term shall have the meaning assigned to it in such instrument, and together with the Base Indenture, herein called the “Indenture”) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be authenticated and delivered. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $700,000,000. The Notes are unsecured general obligations of the Company.

1. Optional Redemption

At any time and from time to time prior to October 15, 2024, the Company shall have the right to redeem the Notes, in whole or in part, at its option, at a redemption price equal to the greater of:

(i)    100% of the principal amount of the Notes to be redeemed; and

(ii)    the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 10 basis points, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

On or after October 15, 2024, the Company shall have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

The Company will mail (or send electronically in accordance with applicable Depositary procedures) notice of any redemption to the registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Notes are only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures.

B-4

If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption.

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

2. Special Mandatory Redemption

In the event that the Guarantor does not consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the Purchase Agreement may be extended in accordance with its terms) or the Purchase Agreement is terminated at any time prior thereto (or such later date to which the Purchase Agreement may be extended in accordance with its terms), then the Company must redeem, in whole and not in part, all of the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes outstanding, plus accrued and unpaid interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date to, but excluding, the Special Mandatory Redemption Date.

The Company will mail notice of such Special Mandatory Redemption, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering such Special Mandatory Redemption to each Holder of Notes at its registered address.

If money sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be redeemed on the Special Mandatory Redemption Date is deposited with the Trustee or Paying Agent on or before the Special Mandatory Redemption Date as provided herein and in the Indenture, then on and after such Special Mandatory Redemption Date, interest will cease to accrue on such Notes.

3. Redemption Upon Changes in Withholding Taxes; Additional Amounts

The provisions of Sections 1501 and 1502 of the Base Indenture and Sections 2.07 and 3.02 of the Supplemental Indenture shall apply to this series of Notes.

Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions thereof where such express mention is not made.

B-5

4. No Other Redemption

Except as set forth in Sections 1, 2 and 3 of this Note and in Article 3 of the Supplemental Indenture, the Company may not redeem the Notes prior to the Maturity Date.

5. Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

(i)    accept for payment all of the Notes, or portions of the Notes, properly tendered pursuant to the Change of Control Offer;

(ii)    deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all of the Notes, or portions of the Notes, properly tendered; and

(iii)    deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes, or portions of Notes, being repurchased.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

B-6

In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

6. No Sinking Fund

The Notes are not entitled to the benefit of any sinking fund.

7. Defeasance and Discharge

The Indenture contains provisions for defeasance and discharge and for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Note upon compliance with certain conditions set forth in the Indenture.

8. Guarantee

This Note is fully and unconditionally guaranteed by the Guarantor, as provided in Article 14 of the Indenture.

9. Modification and Waiver

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, or make any other change that does not adversely affect the rights of any Holder of a Note.

10. Events of Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

B-7

11. Remedies

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

12. Transfer and Exchange

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 or an integral multiple of $1,000 thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

B-8

13. Governing Law

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. FOR THE AVOIDANCE OF DOUBT, THE APPLICABILITY OF ARTICLES 470-3 to 470-19 OF THE LUXEMBOURG LAW DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXCLUDED.

14. Defined Terms

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As used in this Note, the term “Predecessor Note” shall have the meaning assigned to the term “Predecessor Security” in the Indenture.

B-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

Date:                             

Signature:                                                          

Signature Guarantee:                                        

(Sign exactly as your name appears on the other side of this Note)

B-10

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

B-11

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is $            . The following increases or decreases in the principal amount of this Note have been made:

Date Amount of decrease in principal amount of this Note Amount of increase in principal amount of this Note Principal amount of this Note following such decrease or increase Signature of authorized signatory of Trustee

B-12

EXHIBIT C

[IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.

DH EUROPE FINANCE II S.À R.L.

2.600% Senior Note due 2029

No.	$
	CUSIP: 23291K AH8
	ISIN: US23291KAH86

DH Europe Finance II S.à r.l., a private limited liability company (société à responsabilité limitée) duly organized and existing under the laws of Luxembourg, having its registered office at 1 B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237 (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum set forth in the Schedule of Increases or Decreases in Note attached hereto on November 15, 2029, and to pay interest thereon from November 7, 2019 or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2020 at the rate of 2.600% per annum, until the principal hereof is paid or made available for payment. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered on the Security Register at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, immediately preceding the related Interest Payment Date, except as provided in Section 2.06 of the Supplemental Indenture.

C-1

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in accordance with the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

This Note is fully and unconditionally guaranteed by Danaher Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), as provided in the Indenture.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:
	DH EUROPE FINANCE II S.À R.L.
	By:
	Name:
	Title:

C-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated:                             

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:

Authorized Signatory

C-3

REVERSE OF NOTE

This Note is one of a duly authorized issue of Securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under a Base Indenture, dated as of September 18, 2019 (as heretofore supplemented, herein called the “Base Indenture”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Second Supplemental Indenture, dated as of November 7, 2019 (herein called the “Supplemental Indenture,” which term shall have the meaning assigned to it in such instrument, and together with the Base Indenture, herein called the “Indenture”) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be authenticated and delivered. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $800,000,000. The Notes are unsecured general obligations of the Company.

1. Optional Redemption

At any time and from time to time prior to August 15, 2029, the Company shall have the right to redeem the Notes, in whole or in part, at its option, at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed; and

(ii) the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

On or after August 15, 2029, the Company shall have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

The Company will mail (or send electronically in accordance with applicable Depositary procedures) notice of any redemption to the registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Notes are only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures.

C-4

If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption.

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

2. Special Mandatory Redemption

In the event that the Guarantor does not consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the Purchase Agreement may be extended in accordance with its terms) or the Purchase Agreement is terminated at any time prior thereto (or such later date to which the Purchase Agreement may be extended in accordance with its terms), then the Company must redeem, in whole and not in part, all of the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes outstanding, plus accrued and unpaid interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date to, but excluding, the Special Mandatory Redemption Date.

The Company will mail notice of such Special Mandatory Redemption, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering such Special Mandatory Redemption to each Holder of Notes at its registered address.

If money sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be redeemed on the Special Mandatory Redemption Date is deposited with the Trustee or Paying Agent on or before the Special Mandatory Redemption Date as provided herein and in the Indenture, then on and after such Special Mandatory Redemption Date, interest will cease to accrue on such Notes.

3. Redemption Upon Changes in Withholding Taxes; Additional Amounts

The provisions of Sections 1501 and 1502 of the Base Indenture and Sections 2.07 and 3.02 of the Supplemental Indenture shall apply to this series of Notes.

Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions thereof where such express mention is not made.

C-5

4. No Other Redemption

Except as set forth in Sections 1, 2 and 3 of this Note and in Article 3 of the Supplemental Indenture, the Company may not redeem the Notes prior to the Maturity Date.

5. Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

(i) accept for payment all of the Notes, or portions of the Notes, properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all of the Notes, or portions of the Notes, properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes, or portions of Notes, being repurchased.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

C-6

In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

6. No Sinking Fund

The Notes are not entitled to the benefit of any sinking fund.

7. Defeasance and Discharge

The Indenture contains provisions for defeasance and discharge and for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Note upon compliance with certain conditions set forth in the Indenture.

8. Guarantee

This Note is fully and unconditionally guaranteed by the Guarantor, as provided in Article 14 of the Indenture.

9. Modification and Waiver

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, or make any other change that does not adversely affect the rights of any Holder of a Note.

10. Events of Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

C-7

11. Remedies

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

12. Transfer and Exchange

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 or an integral multiple of $1,000 thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

C-8

13. Governing Law

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. FOR THE AVOIDANCE OF DOUBT, THE APPLICABILITY OF ARTICLES 470-3 to 470-19 OF THE LUXEMBOURG LAW DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXCLUDED.

14. Defined Terms

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As used in this Note, the term “Predecessor Note” shall have the meaning assigned to the term “Predecessor Security” in the Indenture.

C-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

Date:                             

Signature:                                                      

Signature Guarantee:                                    

(Sign exactly as your name appears on the other side of this Note)

C-10

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

C-11

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is $            . The following increases or decreases in the principal amount of this Note have been made:

Date Amount of decrease in principal amount of this Note Amount of increase in principal amount of this Note Principal amount of this Note following such decrease or increase Signature of authorized signatory of Trustee

C-12

EXHIBIT D

[IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.

DH EUROPE FINANCE II S.À R.L.

3.250% Senior Note due 2039

No.	$
	CUSIP: 23291K AJ4
	ISIN: US23291KAJ43

DH Europe Finance II S.à r.l., a private limited liability company (société à responsabilité limitée) duly organized and existing under the laws of Luxembourg, having its registered office at 1 B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237 (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum set forth in the Schedule of Increases or Decreases in Note attached hereto on November 15, 2039, and to pay interest thereon from November 7, 2019 or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2020 at the rate of 3.250% per annum, until the principal hereof is paid or made available for payment. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered on the Security Register at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, immediately preceding the related Interest Payment Date, except as provided in Section 2.06 of the Supplemental Indenture.

D-1

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in accordance with the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

This Note is fully and unconditionally guaranteed by Danaher Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), as provided in the Indenture.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:                             

DH EUROPE FINANCE II S.À R.L.

By:

Name:

Title:

D-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated:                         

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:                                         

Authorized Signatory

D-3

REVERSE OF NOTE

This Note is one of a duly authorized issue of Securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under a Base Indenture, dated as of September 18, 2019 (as heretofore supplemented, herein called the “Base Indenture”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Second Supplemental Indenture, dated as of November 7, 2019 (herein called the “Supplemental Indenture,” which term shall have the meaning assigned to it in such instrument, and together with the Base Indenture, herein called the “Indenture”) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be authenticated and delivered. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $900,000,000. The Notes are unsecured general obligations of the Company.

1. Optional Redemption

At any time and from time to time prior to May 15, 2039, the Company shall have the right to redeem the Notes, in whole or in part, at its option, at a redemption price equal to the greater of:

(i)    100% of the principal amount of the Notes to be redeemed; and

(ii)    the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

On or after May 15, 2039, the Company shall have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

The Company will mail (or send electronically in accordance with applicable Depositary procedures) notice of any redemption to the registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Notes are only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures.

D-4

If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption.

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

2. Special Mandatory Redemption

In the event that the Guarantor does not consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the Purchase Agreement may be extended in accordance with its terms) or the Purchase Agreement is terminated at any time prior thereto (or such later date to which the Purchase Agreement may be extended in accordance with its terms), then the Company must redeem, in whole and not in part, all of the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes outstanding, plus accrued and unpaid interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date to, but excluding, the Special Mandatory Redemption Date.

The Company will mail notice of such Special Mandatory Redemption, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering such Special Mandatory Redemption to each Holder of Notes at its registered address.

If money sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be redeemed on the Special Mandatory Redemption Date is deposited with the Trustee or Paying Agent on or before the Special Mandatory Redemption Date as provided herein and in the Indenture, then on and after such Special Mandatory Redemption Date, interest will cease to accrue on such Notes.

3. Redemption Upon Changes in Withholding Taxes; Additional Amounts

The provisions of Sections 1501 and 1502 of the Base Indenture and Sections 2.07 and 3.02 of the Supplemental Indenture shall apply to this series of Notes.

Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions thereof where such express mention is not made.

D-5

4. No Other Redemption

Except as set forth in Sections 1, 2 and 3 of this Note and in Article 3 of the Supplemental Indenture, the Company may not redeem the Notes prior to the Maturity Date.

5. Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

(i)    accept for payment all of the Notes, or portions of the Notes, properly tendered pursuant to the Change of Control Offer;

(ii)    deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all of the Notes, or portions of the Notes, properly tendered; and

(iii)    deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes, or portions of Notes, being repurchased.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

D-6

In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

6.    No Sinking Fund

The Notes are not entitled to the benefit of any sinking fund.

7.    Defeasance and Discharge

The Indenture contains provisions for defeasance and discharge and for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Note upon compliance with certain conditions set forth in the Indenture.

8.    Guarantee

This Note is fully and unconditionally guaranteed by the Guarantor, as provided in Article 14 of the Indenture.

9.    Modification and Waiver

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, or make any other change that does not adversely affect the rights of any Holder of a Note.

10.    Events of Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

D-7

11. Remedies

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

12. Transfer and Exchange

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 or an integral multiple of $1,000 thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

D-8

13. Governing Law

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. FOR THE AVOIDANCE OF DOUBT, THE APPLICABILITY OF ARTICLES 470-3 to 470-19 OF THE LUXEMBOURG LAW DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXCLUDED.

14. Defined Terms

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As used in this Note, the term “Predecessor Note” shall have the meaning assigned to the term “Predecessor Security” in the Indenture.

D-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

Date:                             

Signature:                                                      

Signature Guarantee:                                    

(Sign exactly as your name appears on the other side of this Note)

D-10

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

D-11

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is $            . The following increases or decreases in the principal amount of this Note have been made:

Date Amount of decrease in principal amount of this Note Amount of increase in principal amount of this Note Principal amount of this Note following such decrease or increase Signature of authorized signatory of Trustee

D-12

EXHIBIT E

[IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.

DH EUROPE FINANCE II S.À R.L.

3.400% Senior Note due 2049

No.	$
	CUSIP: 23291K AK1
	ISIN: US23291KAJ43

DH Europe Finance II S.à r.l., a private limited liability company (société à responsabilité limitée) duly organized and existing under the laws of Luxembourg, having its registered office at 1 B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237 (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum set forth in the Schedule of Increases or Decreases in Note attached hereto on November 15, 2049, and to pay interest thereon from November 7, 2019 or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2020 at the rate of 3.400% per annum, until the principal hereof is paid or made available for payment. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered on the Security Register at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1, whether or not a Business Day, immediately preceding the related Interest Payment Date, except as provided in Section 2.06 of the Supplemental Indenture.

E-1

Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in accordance with the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register.

This Note is fully and unconditionally guaranteed by Danaher Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”), as provided in the Indenture.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:                         

DH EUROPE FINANCE II S.À R.L.

By:

Name:

Title:

E-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated:                         

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:                                              

Authorized Signatory

E-3

REVERSE OF NOTE

This Note is one of a duly authorized issue of Securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under a Base Indenture, dated as of September 18, 2019 (as heretofore supplemented, herein called the “Base Indenture”), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Second Supplemental Indenture, dated as of November 7, 2019 (herein called the “Supplemental Indenture,” which term shall have the meaning assigned to it in such instrument, and together with the Base Indenture, herein called the “Indenture”) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be authenticated and delivered. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $900,000,000. The Notes are unsecured general obligations of the Company.

1. Optional Redemption

At any time and from time to time prior to May 15, 2049, the Company shall have the right to redeem the Notes, in whole or in part, at its option, at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed; and

(ii) the sum of the present values of the Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

On or after May 15, 2049, the Company shall have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the Redemption Date.

The Company will mail (or send electronically in accordance with applicable Depositary procedures) notice of any redemption to the registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If the Notes are only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures.

E-4

If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption.

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

2. Special Mandatory Redemption

In the event that the Guarantor does not consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the Purchase Agreement may be extended in accordance with its terms) or the Purchase Agreement is terminated at any time prior thereto (or such later date to which the Purchase Agreement may be extended in accordance with its terms), then the Company must redeem, in whole and not in part, all of the Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes outstanding, plus accrued and unpaid interest from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date to, but excluding, the Special Mandatory Redemption Date.

The Company will mail notice of such Special Mandatory Redemption, with a copy to the Trustee, within five Business Days after the occurrence of the event triggering such Special Mandatory Redemption to each Holder of Notes at its registered address.

If money sufficient to pay the Special Mandatory Redemption Price of all of the Notes to be redeemed on the Special Mandatory Redemption Date is deposited with the Trustee or Paying Agent on or before the Special Mandatory Redemption Date as provided herein and in the Indenture, then on and after such Special Mandatory Redemption Date, interest will cease to accrue on such Notes.

3. Redemption Upon Changes in Withholding Taxes; Additional Amounts

The provisions of Sections 1501 and 1502 of the Base Indenture and Sections 2.07 and 3.02 of the Supplemental Indenture shall apply to this series of Notes.

Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions thereof where such express mention is not made.

E-5

4. No Other Redemption

Except as set forth in Sections 1, 2 and 3 of this Note and in Article 3 of the Supplemental Indenture, the Company may not redeem the Notes prior to the Maturity Date.

5. Change of Control Triggering Event

If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to Holders of the Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:

(i) accept for payment all of the Notes, or portions of the Notes, properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all of the Notes, or portions of the Notes, properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes, or portions of Notes, being repurchased.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

E-6

In addition, the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

6. No Sinking Fund

The Notes are not entitled to the benefit of any sinking fund.

7. Defeasance and Discharge

The Indenture contains provisions for defeasance and discharge and for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Note upon compliance with certain conditions set forth in the Indenture.

8. Guarantee

This Note is fully and unconditionally guaranteed by the Guarantor, as provided in Article 14 of the Indenture.

9. Modification and Waiver

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, or make any other change that does not adversely affect the rights of any Holder of a Note.

10. Events of Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

E-7

11. Remedies

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than 25% in principal amount of the Notes of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

12. Transfer and Exchange

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in registered form without coupons in denominations of $2,000 or an integral multiple of $1,000 thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

E-8

13. Governing Law

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. FOR THE AVOIDANCE OF DOUBT, THE APPLICABILITY OF ARTICLES 470-3 to 470-19 OF THE LUXEMBOURG LAW DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL BE EXCLUDED.

14. Defined Terms

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As used in this Note, the term “Predecessor Note” shall have the meaning assigned to the term “Predecessor Security” in the Indenture.

E-9

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints

agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

Date:                             

Signature:                                                      

Signature Guarantee:                                    

(Sign exactly as your name appears on the other side of this Note)

E-10

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

E-11

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is $            . The following increases or decreases in the principal amount of this Note have been made:

Date Amount of decrease in principal amount of this Note Amount of increase in principal amount of this Note Principal amount of this Note following such decrease or increase Signature of authorized signatory of Trustee

E-12

EXHIBIT F

[FORM OF GUARANTEE]

GUARANTEE

For value received, the undersigned (the “Guarantor”), to the extent set forth in and subject to the terms of the Indenture, dated as of September 18, 2019 (as heretofore supplemented, the “Base Indenture”), among DH Europe Finance II S.à r.l., a private limited liability company, société à responsabilité limitée, duly organized and existing under the laws of Luxembourg, having its registered office at 1 B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237 (the “Company”), the Guarantor and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture) and the Second Supplemental Indenture, among the Company, the Guarantor and the Trustee (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), irrevocably and unconditionally guarantees to each Holder and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, interest on, premium, if any, or Additional Amounts, if any, on the Notes and all other monetary obligations of the Company under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes.

The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 14 of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Notes to which this Guarantee is endorsed, by accepting such Notes, agrees to and shall be bound by such provisions.

All terms used and not otherwise defined in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized officer.

DANAHER CORPORATION, as Guarantor

By:                                                                         

Authorized Signatory

F-1

EX-5.1

Exhibit 5.1

November 7, 2019   Danaher Corporation 2200 Pennsylvania Avenue NW, Suite 800W Washington, DC 20037-1701 +1 202 663 6000 (t) +1 202 663 6363 (f) wilmerhale.com

Re: 2.050% Senior Notes due 2022

2.200% Senior Notes due 2024

2.600% Senior Notes due 2029

3.250% Senior Notes due 2039

3.400% Senior Notes due 2049

Ladies and Gentlemen:

We have acted as U.S. counsel for DH Europe Finance II S.à r.l., a Luxembourg private limited liability company (the “Company”) and Danaher Corporation, a Delaware corporation (“Parent”) in connection with the issue and sale by the Company of $700,000,000 aggregate principal amount of its 2.050% Senior Notes due 2022, $700,000,000 aggregate principal amount of its 2.200% Senior Notes due 2024, $800,000,000 aggregate principal amount of its 2.600% Senior Notes due 2029, $900,000,000 aggregate principal amount of its 3.250% Senior Notes due 2039 and $900,000,000 aggregate principal amount of its 3.400% Senior Notes due 2049, (collectively, the “Notes”), pursuant to an underwriting agreement dated as of October 29, 2019 (the “Underwriting Agreement”) among the Company, Parent and the underwriters named therein. The Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured basis by Parent (the “Guarantees” and, together with the Notes, the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”) dated September 18, 2019 among the Company, Parent and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) dated November 7, 2019 among the Company, Parent and the Trustee.

Parent filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (File No. 333-224149) under the Securities Act of 1933, as amended (the “Securities Act”), on April 5, 2018, and Parent and the Company filed with the Commission a Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-224149) under the Securities Act, on July 10, 2019, including the prospectus dated July 9, 2019 (the “Base Prospectus”). The Company and Parent filed with the Commission the Base Prospectus, as supplemented by the preliminary prospectus supplement dated October 29, 2019 (the “Preliminary Prospectus Supplement”) on October 29, 2019, and the final prospectus supplement dated October 29, 2019 (the “Prospectus Supplement”) on October 31, 2019.

Danaher Corporation

November 7, 2019

Page 2

We have examined the Indenture, the Securities, the Registration Statement, the Preliminary Prospectus Supplement and the Prospectus Supplement and we have examined and relied upon corporate or other proceedings of Parent regarding the authorization of the execution and delivery of the Indenture, the Underwriting Agreement and the issuance of the Securities, the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement and the Prospectus Supplement. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records of Parent, such other agreements and instruments, certificates of public officials, directors of the Company and officers of Parent and other persons, and such other documents, instruments and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. For purposes of this opinion, we have relied without investigation on the opinion relating to matters of the laws of the Grand Duchy of Luxembourg being given on the date hereof by DLA Piper Luxembourg, special Luxembourg counsel for the Company.

In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all individual signatories, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of such original documents, and the completeness and accuracy of the corporate records of the Company and Parent provided to us by the Company and Parent.

In rendering the opinions set forth below, we have assumed (i) the due execution and delivery, pursuant to due authorization, of the Indenture by the Trustee; (ii) that the Trustee has all requisite power and authority to perform its obligations under the Indenture; (iii) the Indenture will be a valid and binding obligation of the Trustee and (iv) the accuracy of the opinion letter, of even date herewith, of DLA Piper Luxembourg, which is being filed as an exhibit to Parent’s Current Report on Form 8-K to be filed on the date hereof. We have also assumed that at the time of the issuance and sale of the Securities, the Board of Directors of Parent (or any committee of such Board of Directors or any person acting pursuant to authority properly delegated to such person by the Board of Directors of the Company or any committee of such Board of Directors) or the directors of the Company shall not have taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Securities.

We express no opinion herein as to the laws of any jurisdiction other than the state laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing, and (iii) general equitable principles. Furthermore, we express no opinion as to the availability of any equitable or specific remedy upon any breach of the Indenture or the Securities, or to the successful assertion

Danaher Corporation

November 7, 2019

Page 3

of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court. We also express no opinion herein with respect to compliance by the Company or Parent with the securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. In addition, we express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.

On the basis of, and subject to, the foregoing, we are of the opinion that when the Securities have been duly executed by Parent and the Company and duly authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to the purchasers thereof against payment of the consideration therefor in accordance with the terms of the Underwriting Agreement duly approved by Parent, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the Guarantees will constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances that might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to Parent’s Current Report on Form 8-K to be filed on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement and to the use of our name in the Preliminary Prospectus Supplement and Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

[Remainder of Page Intentionally Left Blank]

Danaher Corporation

November 7, 2019

Page 4

Very truly yours,

WILMER CUTLER PICKERING HALE AND DORR LLP
By:	/s/ Erika L. Robinson
	Erika L. Robinson, a Partner

[Signature Page to 5.1 Opinion]

EX-5.2

Exhibit 5.2

DLA Piper Luxembourg          

37A, Avenue John F. Kennedy  

L-1855 Luxembourg                  

T +352 26 29 04 2052                

F +352 26 29 04 3000                

W www.dlapiper.com                

DH Europe Finance II S.à r.l.	Your reference
1 B, Heienhaff
L-1736 Senningerberg	Our reference
Grand Duchy of Luxembourg
	LM/CN/413965/9
in its capacity as Issuer (as defined below)
Danaher Corporation
2200 Pennsylvania Avenue,
N.W., Suite 800W
Washington, D.C.
20037-1701
in its capacity as “Guarantor”
(“Addressees” or “you”)	November 7, 2019
By Courier and E-mail

Dear Sirs,

1. ROLE OF DLA PIPER LUXEMBOURG

1.1 DLA Piper Luxembourg (“DLA Piper Luxembourg”, “we” or “us”) has acted as special legal adviser in the Grand Duchy of Luxembourg (“Luxembourg”) to DH Europe Finance II S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 1 B, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B 235.237 (“Issuer”).

1.2 This legal opinion (“Opinion”) is issued in connection with the public offer and sale by the Issuer (“Offering”) of USD 700,000,000 aggregate principal amount of 2.050 % senior notes due 2022 (“2022 Notes”), USD 700,000,000 aggregate principal amount of 2.200 % senior notes due 2024 (“2024 Notes”), USD 800,000,000 aggregate principal amount of 2.600 % senior notes due 2029 (“2029 Notes”), USD 900,000,000 aggregate principal amount of 3.250 % senior notes due 2039 (“2039 Notes”) and USD 900,000,000 aggregate principal amount of 3.400 % senior notes due 2049 (“2049 Notes”). The 2022 Notes, the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes are collectively referred to as the “Notes” pursuant to the terms of a New York law governed underwriting agreement, dated October 29, 2019 entered into by and among the Issuer as issuer, Danaher Corporation (“Danaher”) as guarantor and the Representatives of the underwriters as listed in Schedule A of the Underwriting Agreement (“Underwriting Agreement”). The Notes will be issued pursuant to the Indenture (as defined in paragraph 2.1.1), as supplemented by the Second Supplemental Indenture (as defined in paragraph 2.1.2).

DLA Piper Luxembourg Limited liability company (société à responsabilité limitée) RCS Luxembourg B 172.454

DLA Piper Luxembourg is a law firm registered under List VI of the “Ordre des avocats” of the Luxembourg Bar.

DLA Piper Luxembourg is part of DLA Piper, a global law firm, operating through various separate and distinct legal entitles.

The symbol * next to the name of the signatory indicates that the signatory provides services through a limited liability company.

A list of offices of DLA Piper and regulatory information can be found at www.dlapiper.com

Luxembourg switchboard

+352 26 29 04 1

Continuation 2

1.3 The Offering is being made pursuant to the Issuer’s Registration Statement (as defined in paragraph 2.1.3) that includes the Preliminary Prospectus Supplement (as defined in paragraph 2.1.5) and the Prospectus Supplement (as defined in paragraph 2.1.6) supplementing the Base Prospectus (as defined in 2.1.4).

1.4 We have taken instructions solely from, participated in discussions solely with and advised only, the Issuer regarding the provisions contained in the Opinion Documents.

2. DOCUMENTS EXAMINED

2.1 For the purposes of rendering this Opinion, we have examined and relied upon an electronically transmitted copy of the following documents (together, the “Opinion Documents”):

2.1.1 a New York law governed indenture dated September 18, 2019 entered into by and among the Issuer as issuer, Danaher as guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (“Senior Indenture”), as supplemented;

2.1.2 a New York law governed second supplemental indenture dated November 7, 2019 entered into by and among the Issuer as issuer, Danaher as guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (“Second Supplemental Indenture” and together with the Senior Indenture, the “Indenture”), as supplemented;

2.1.3 a registration statement on Form S-3, filed with the United States Securities and Exchange Commission (“SEC”) on April 5, 2018 (“Registration Statement”), as amended by the Post-Effective Amendment No. 1 to Registration Statement, filed with the SEC on July 10, 2019;

2.1.4 a base prospectus dated July 9, 2019 (“Base Prospectus”);

2.1.5 a preliminary prospectus supplement dated October 29, 2019 supplementing the Base Prospectus (“Preliminary Prospectus Supplement”);

2.1.6 a prospectus supplement dated October 29, 2019 supplementing the Base Prospectus (“Prospectus Supplement”); and

2.1.7 a New York law governed execution copy of the Notes.

Capitalised terms used but not defined in this Opinion shall have the same meaning as in the Opinion Documents.

Continuation 3

2.2 For the purposes of rendering this Opinion, but without opining on those documents, we have also examined an electronically transmitted (executed) copy of the following documents (together, the “Corporate Documents”) with respect to the Issuer:

2.2.1 articles of association (statuts) of the Issuer dated May 31, 2019 drawn up by Maître Jacques Kesseler, notary residing in Pétange, Grand Duchy of Luxembourg, as amended by the sole shareholder resolutions dated September 17, 2019, drawn up by Maître Jacques Kesseler, notary residing in Pétange, Grand Duchy of Luxembourg (“Articles”);

2.2.2 the circular resolutions of the board of managers of the Issuer dated October 14, 2019, approving, inter alia, the Offering and the execution of the Opinion Documents by the Issuer (“Resolutions”).

The Opinion Documents and the Corporate Documents are collectively referred to as the “Documents”.

2.3 We have not reviewed any document other than the Documents and we have made no other enquiries, save as expressly stated in this Opinion. We have not reviewed any document incorporated by reference, or referred to, in the Documents (unless included as a Document) and therefore our opinions do not extend to such documents.

3. SCOPE, INTERPRETATION AND CONDITIONS OF THIS OPINION

3.1 We are solely qualified to assess the meaning of, and to give an opinion on, the terms of the documents which are governed by Luxembourg law. This means that we are not qualified to assess the meaning and consequences of, and to give an opinion on, the terms of any Opinion Documents which are not governed by Luxembourg law. Accordingly our review of such documents has been limited to the terms as they appear on the face thereof, without reference or consideration to the general body of law incorporated therein or made applicable thereto.

3.2 This Opinion is limited to Luxembourg law in force on the date hereof, and as construed and applied by Luxembourg courts in case law published in major Luxembourg legal journals on the date hereof. We have made no investigation of, and do not express or imply any views or opinions on, the law of any country other than Luxembourg. We do not express nor imply any views or opinions on European Union law as it affects any jurisdiction (save for rules implemented into Luxembourg law or directly applicable in Luxembourg), on any matters of direct or indirect taxation or matters of accounting, regulatory or transfer pricing, nor do we express or imply any views or opinions as to matters of fact. We undertake no obligation to update this Opinion or advise any person of any changes in Luxembourg law, its construction or application.

Continuation 4

3.3 This Opinion is given on the express condition, accepted by each person entitled to rely on it (in accordance with paragraph 7.1), that (i) this Opinion and all rights, obligations (whether contractual or non-contractual), issues of interpretation and liabilities, in relation to it are governed by, and shall be construed in accordance with, Luxembourg law, and any actions or claims in relation to it must be brought exclusively before Luxembourg courts, (ii) the liability of DLA Piper Luxembourg in connection with the contents of this Opinion is limited in the aggregate to the maximum cover under the professional indemnity insurance of DLA Piper Luxembourg that is available in connection with this Opinion at the time any payment under the claim is to be made, and (iii) this Opinion is issued by, and signed on behalf of, DLA Piper Luxembourg and individuals or legal entities (other than DLA Piper Luxembourg) involved in the rendering of this Opinion or in the services provided by, or on behalf of, DLA Piper Luxembourg cannot be held liable in any manner whatsoever.

3.4 The opinions given in this Opinion are based on the assumptions, and are subject to the qualifications, set out below. No consideration has been given to matters of fact not disclosed to us in the course of our investigations and in accordance with our instructions. They are strictly limited to the commercial contractual matters stated herein and do not extend to any other matter or document whatsoever (other than the Opinion Documents but only to the extent expressly opined upon herein).

4. ASSUMPTIONS

For the purposes of this Opinion, we have assumed, and not verified the following:

4.1 all factual matters and statements relied upon, or assumed, in this Opinion were and are true, complete, accurate and up-to-date on the date of execution of the Documents (and any documents in connection therewith) and on the date of this Opinion;

4.2 all signatures, stamps and seals are genuine, all original documents are authentic and all copies submitted to us are complete and conform to the originals;

4.3 the information contained, and statements made, in the Resolutions was and are true, correct, accurate and up-to-date on the date of execution of the Documents, on the date of the Resolutions and on the date of this Opinion, and all decisions and acts, the publication of which is required by applicable laws, have been duly registered within the applicable legal time periods;

4.4 the Opinion Documents and the Resolutions have been executed by the persons mentioned as signatories therein by, or on behalf of, the parties thereto and in the form of the draft version reviewed by us, and all individuals having signed the Opinion Documents and the Resolutions have individual legal capacity (capacité juridique) to do so under all relevant laws and regulations;

Continuation 5

4.5 there were no defects in the creation and registration process of the Issuer by the notary or the RCS;

4.6 the Issuer has its central administration (administration centrale) and, for the purposes of the European Regulation No. 2015/848 of May 20, 2015 on insolvency proceedings (recast) (“Insolvency Regulation”), the centre of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) (as defined under Luxembourg law) in Luxembourg, and has no establishment (as defined, respectively, in the Insolvency Regulation or Luxembourg law) outside Luxembourg;

4.7 the Articles are in full force and effect and have not been amended, rescinded, revoked or declared null and void;

4.8 the Issuer does not carry out any activity in the financial sector on a professional basis (as referred to in the Luxembourg law of April 5, 1993 on the financial sector, as amended), or any activity requiring the granting of a business licence under the Luxembourg law of September 2, 2011 governing the access to the professions of skilled craftsman, trademan, manufacturer, as well as to certain liberal professions, as amended;

4.9 the Resolutions (i) correctly and completely reflect the resolutions made by the board of managers of the Issuer in respect of the transactions contemplated by the Opinion Documents, (ii) have been approved and adopted validly; and (iii) remain in full force and effect, and have not been amended, rescinded, revoked or declared null and void (including the delegation of powers granted therein);

4.10 none of the members of the board of managers of the Issuer has a (potential) conflict of interest with the Issuer in connection with the Opinion Documents, and the transactions contemplated thereby, that would preclude any of them from validly representing the Issuer, as the case may be;

4.11 the execution, entry into and performance by the Issuer of the Opinion Documents, and the transactions in connection therewith, (i) are in its corporate interest, (ii) are with the intent of pursuing profit (but lucratif), (iii) serve its corporate object, and (iv) do not constitute a misuse of corporate assets as referred to under Article 1500-11 of the Luxembourg law of August 10, 1915 on commercial companies, as amended (“1915 Law”);

4.12 the Issuer is not under any contractual obligation to obtain the consent, approval, co-operation, permission or otherwise of any third party or person in connection with the execution of, entry into, or performance of its obligations under, the Opinion Documents;

4.13 each of the parties to the Opinion Documents, other than the Issuer (“Other Parties” and, together with the Issuer, the “Parties”), is validly existing under the laws by which it is purported to be governed (including, without

Continuation 6

limitation, the laws of the jurisdiction of its place of incorporation, establishment or constitution, registered office or place of central administration, as the case may be), has all requisite power or capacity (corporate or otherwise, including the qualification or licence to carry on its business in its country of incorporation, establishment or constitution) to execute and deliver, and to perform its obligations under, the Opinion Documents, and the Opinion Documents have been duly executed by, or on behalf of, the Other Parties;

4.14 no winding up, insolvency or other similar proceedings, regimes or officers relating to, or affecting, the rights of creditors generally has been presented, commenced or appointed in respect of any of the Parties;

4.15 there is neither a vitiated consent (vice de consentement) by reason of mistake (erreur), fraud (dol), duress (violence) or inadequacy (lésion), nor an illicit cause (cause illicite) in relation to the Opinion Documents;

4.16 the due compliance by the Parties with all requirements (including, without limitation, the obtaining of the necessary consents, licences, approvals, orders and authorisations, the making of the necessary filings, registrations and notifications and the payment of stamp duties and other taxes) under any laws (other than, but only to the extent expressly opined upon herein, Luxembourg law in respect of the Issuer only) in connection with the execution and entry into the Opinion Documents and the performance of their obligations thereunder (and any documents in connection therewith);

4.17 all acts, conditions or things required to be fulfilled, performed or effected in connection with the execution and entry into the Opinion Documents and the performance of the obligations thereunder, under the laws of any jurisdiction (other than, but only to the extent expressly opined upon herein, Luxembourg law, in respect of the Issuer only) have been duly fulfilled, performed and effected;

4.18 the Opinion Documents, and all obligations thereunder, are legal, valid, binding upon and enforceable against the Parties as a matter of all relevant laws (other than, but only to the extent expressly opined upon herein, Luxembourg law, in respect of the Issuer only) and the obligations thereunder have not been discharged;

4.19 all preconditions to the obligations of the Parties under the Opinion Documents (and any documents in connection therewith) (other than, but only to the extent expressly opined upon herein, under Luxembourg law, in respect of the Issuer only) have been satisfied or waived and there has been, and there will be, no immediate breach of their terms upon their execution and entry into;

4.20 insofar as any obligation of the Parties under the Opinion Documents (or any documents in connection therewith) is to be performed in, or is otherwise affected by the laws of, any jurisdiction other than Luxembourg, its performance would not be illegal or ineffective under the laws of that jurisdiction;

Continuation 7

4.21 there are no provisions in the laws of any jurisdiction outside Luxembourg or in the documents mentioned in the Opinion Documents, which would adversely affect, or otherwise have any negative impact on this Opinion;

4.22 each of the transactions entered into pursuant to, or in connection with, the Opinion Documents and all payments and transfers made by, on behalf of, or in favour of, the Parties are made at arm’s length;

4.23 each of the Parties entered into and will perform its obligations under the Opinion Documents in good faith, for the purpose of carrying out its business and without any intention to defraud or deprive of any legal benefit any other party (including creditors) or to circumvent any mandatory law or regulation of any jurisdiction or contractual agreement;

4.24 the absence of any other arrangement or agreement between the Parties, which would modify or supersede the terms of the Opinion Documents;

4.25 no Party is resident in or otherwise connected with a territory which is subject to any embargo, sanction or similar restriction imposed by Luxembourg, the United Nations, the European Union, the Organisation for Security and Co-operation in Europe or any other international organisation;

4.26 all obligations under the Opinion Documents are valid, legally binding upon, validly perfected, where required, and enforceable against, the Addressee, to the Opinion Documents (other than, but only to the extent expressly opined upon herein, under Luxembourg law, in respect of the Issuer and the General Partner only); and

4.27 the assumptions above were, are, and will be, true and correct on the date of execution of the Opinion Documents and of this Opinion.

5. OPINIONS

Without expressing any opinion as to matters or documents other than the Opinion Documents, we are of the following opinion:

5.1 Status

The Issuer is a private limited liability company (société à responsabilité limitée), incorporated and legally existing under Luxembourg law for an unlimited duration.

5.2 Corporate Power—Due Authorisation

The Issuer has the corporate power and capacity to execute and enter into the Opinion Documents, and to perform the obligations thereunder.

Continuation 8

The execution by the Issuer of the Opinion Documents and the performance of its obligations thereunder has been duly authorised by all requisite corporate action under the Articles on the part of the Issuer.

5.3 Due Execution

The Opinion Documents have been duly executed by the Issuer.

5.4 No Conflict

The execution of the Opinion Documents by the Issuer acting through the General Partner as its general partner on its behalf does not result in any violation of (i) the Articles or (ii) the 1915 Law.

5.5 Consents

The execution by the Issuer of the Opinion Documents does not require any authorisation or approval from, action by, notice to or filing with, any government, administration or other state authority or court in Luxembourg.

5.6 No further Corporate Actions

No further corporate acts or conditions are required by Luxembourg law to be performed or fulfilled in order to (i) enable the Issuer lawfully to enter into the Opinion Documents and (ii) make the Opinion Documents admissible in evidence in Luxembourg.

5.7 Choice of Law

The choice of New York law as the law governing the contractual obligations contained in the Opinion Documents is valid and binding upon the Issuer under Luxembourg law in accordance with, and subject to, the European Regulation No. 593/2008 of June 17, 2008 on the law applicable to contractual obligations (“Rome I Regulation”).

5.8 Submission to jurisdiction

The submission by the Issuer to the jurisdiction of competent New York State courts contained in the Opinion Documents is valid and binding upon the Issuer under Luxembourg law.

5.9 Enforcement of judgments

A final, conclusive and non-appealable commercial judgment rendered by a competent New York court against the Issuer with respect to the Opinion Documents or the Notes will be recognised and enforced by a Luxembourg court without retrial or examination of the merits of the case subject to the provisions of Articles 678 et seq. of the Luxembourg New Code of Civil Procedure (Nouveau code de procedure civile).

Continuation 9

5.10 No immunity

The Issuer is not entitled to claim for itself or any of its assets, revenues or properties any right of immunity from the jurisdiction of any court in Luxembourg or from any legal proceedings taken in Luxembourg under or in respect of the Opinion Documents or the Notes (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise).

5.11 Luxembourg international public policy or mandatory laws

The obligations expressed to be assumed by the Issuer in the Opinion Documents and the Notes are not contrary to any rules of Luxembourg international public policy (ordre public international) or mandatory laws (lois de police) applicable in this context and in any proceedings commenced in Luxembourg, such obligations would be recognised by the Luxembourg courts as its legal, valid and binding obligations, enforceable in accordance with their terms.

6. QUALIFICATIONS

This Opinion is subject to the following qualifications:

6.1 This Opinion is subject to all limitations resulting from the application of Luxembourg public policy rules, overriding statutes and mandatory laws as well as to all limitations by reasons of bankruptcy (faillite), composition with creditors (concordat préventif de la faillite), suspension of payments (sursis de paiement), controlled management (gestion contrôlée), insolvency, liquidation, reorganisation or the appointment of a temporary administrator (administrateur provisoire) and any similar Luxembourg or foreign proceedings, regimes or officers relating to, or affecting, the rights of creditors generally (“Insolvency Proceedings”).

6.2 Powers of attorney, mandates (mandats) or appointments of agents (including appointments made for security purposes) may terminate by law and without notice upon the occurrence of Insolvency Proceedings and may be revoked despite being expressed to be irrevocable.

6.3 In particular, (a) equitable remedies, such as the grant of an injunction or an order for specific performance, are not automatically admitted by Luxembourg courts and when such remedies are available, they are discretionary and, accordingly, the Luxembourg courts might make and award of damages where an equitable remedy is sought, (b) claims may be or become barred by prescription or lapse of time or may be or become subject to defences of set-off or counterclaim, (c) enforcement of obligations (and the contractually binding nature thereof) may be invalidated by reason of fraud and (d) enforcement of the obligations under the Indenture or Base Indenture 2, as applicable, and the senior debt securities may be limited to the extent that matters which it has been expressly assumed herein will be done have not been done.

Continuation 10

6.4 Our opinion that the Issuer is incorporated and exists is based on the Corporate Documents. The Corporate Documents are not capable of revealing conclusively whether or not a winding-up or administration petition or order has been presented or made, a receiver appointed, an arrangement with creditors proposed or approved or any other Insolvency Proceedings commenced

6.5 Corporate documents of, and court orders affecting, a Luxembourg company may not be available at the RCS forthwith upon their execution and filing and there may be a delay in the filing and publication of the documents or notices related thereto. We express no opinion as to the consequences of any failure by the Issuer to comply with its filing, notification, reporting and publication obligations under any applicable law.

6.6 Documents relating to a Luxembourg company, the publication of which is required by law, will only be valid vis-à-vis third parties from the day of their publication with the Luxembourg Official Gazette (Recueil Electronique des Sociétés et Associations), unless the Issuer proves that the relevant third parties had prior knowledge thereof. Third parties may, however, rely upon said documents even if not yet published. During the fifteen (15) days period following their publication, such documents will be unenforceable vis-à-vis third parties who prove the impossibility for them to have knowledge thereof.

6.7 By application of Article 1200-1 of the 1915 Law, a Luxembourg company not respecting any provision of Luxembourg criminal law or which seriously contravenes any provision of the Luxembourg commercial code or any other Luxembourg law applicable to commercial companies may be put into judicial dissolution and liquidation upon the application of the public prosecutor.

6.8 The registration of the Opinion Documents (and any documents in connection therewith) with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg may be required should the Opinion Documents (and any documents in connection therewith) be produced before an official Luxembourg authority (autorité constituée), attached as an annex to a deed (annexés à un acte) that itself is subject to mandatory registration, or deposited in the minutes of a notary (déposés au rang des minutes d’un notaire). In such cases, a nominal registration duty or an ad valorem duty may be payable, depending on the nature of the document to be registered or produced, or in the case of voluntary registration. A Luxembourg court or an official Luxembourg authority may require that the Opinion Documents (and any documents in connection therewith) and any judgment obtained in a foreign court be translated into French or German.

6.9 A final, conclusive and non-appealable commercial judgment in respect of the Opinion Documents rendered against the Issuer in the competent courts of the State of New York or a United States federal court located in the State of New-York would be recognised and enforced by Luxembourg courts subject

Continuation 11

to the applicable enforcement procedure (exequatur) as set out in the relevant provisions of the Luxembourg New Civil Procedure Code. Pursuant to Luxembourg case law, the granting of exequatur is subject to the following requirements:

• the foreign judgment must be enforceable (exécutoire) in the country of origin;

• the foreign court must have had jurisdiction both according to its own laws and to the Luxembourg conflict of jurisdiction rules;

• the foreign procedure must have been regular according to the laws of the country of origin;

• the foreign judgment must not have violated the rights of defence and must not have been obtained by fraud (fraude à la loi);

• the foreign court must have applied the law which would have been designated by Luxembourg conflict law of rules, or, at least, the foreign judgment must not have contravened the principles underlying these rules (based on case law and legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court); and

• the considerations of the foreign judgment must not contravene Luxembourg international public policy.

Luxembourg courts do currently not review the merits of a judgment rendered by a competent court of New York.

6.10 No opinion is given in relation to the accuracy of any representation or warranty given by, or concerning, any of the Parties, or whether any of the Parties has complied with any covenant, undertaking, terms or conditions given by or binding upon them (except to the extent expressly opined upon in this Opinion).

6.11 We do not express, nor imply, any opinion whatsoever on (i) any tax, transfer pricing, regulatory (including, but not limited to, AIFMD and Data Protection regulations), accounting, or public or administrative law, matters, or (ii) the validity or enforceability of the Opinion Documents, the obligations thereunder or the consequences thereof (other than, but only to the extent expressly opined upon herein, under Luxembourg law, in respect of the Issuer and the General Partner only).

7. MISCELLANEOUS

7.1 We consent to the filing of this Opinion with the SEC as an exhibit to the Issuer’s Current Report on Form 8-K to be filed on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement.

Continuation 12

7.2 Each person relying on this Opinion agrees, in so relying, that only DLA Piper Luxembourg shall have any liability in connection with this Opinion, and that, except as otherwise required by the Securities Act, the agreement in this clause 7.2 and all liability and other matters relating to this Opinion shall be governed exclusively by Luxembourg law.

7.3 The Issuer may refer to DLA Piper Luxembourg giving this Opinion under the heading “Legal Matters” in the related Preliminary Prospectus Supplement and the Prospectus Supplement included in the Registration Statement.

7.4 Luxembourg legal concepts are expressed in English terms, which may not correspond to the original French or German terms relating thereto. We accept no liability for omissions or inaccuracies attributable to the use of English terms.

7.5 Nothing in this Opinion should be construed as implying that we are familiar with the affairs of any of the Other Parties, and this Opinion is based solely on the investigations and subject to the limits stated herein. The opinions in this Opinion are strictly limited to the matters stated herein and do not extend to, and are not to be read as extending by implication to, any other matter or the transactions to which they relate or otherwise. The delivery of this Opinion shall in no event imply or intend, or deem to imply or intend, to provide legal advice to the Addressees or recommendation by us with respect to the appropriateness of (i) the transaction referred to, or described, in the Opinion Documents or (ii) the reliance on this Opinion, which are commercial decisions for the Addressees. This Opinion cannot be used, considered, seen or quoted as a precedent for any other legal opinion, note, memorandum or advice whatsoever given by DLA Piper Luxembourg to the Addressees in the future, and no other opinion is, or may be, implied or inferred herefrom.

Yours faithfully,
/s/ Laurent Massinon
DLA PIPER LUXEMBOURG
By:	LAURENT MASSINON
	Partner - Gérant - Avocat à la Cour

XML

Document and Entity Information	Nov. 07, 2019
Document And Entity Information [Line Items]
Entity Registrant Name	DANAHER CORP /DE/
Entity Address, State or Province	DC
Amendment Flag	false
Entity Central Index Key	0000313616
Document Type	8-K
Document Period End Date	Nov. 07, 2019
Entity Incorporation State Country Code	DE
Entity File Number	001-08089
Entity Tax Identification Number	59-1995548
Entity Address, Address Line One	2200 Pennsylvania Ave.
Entity Address, Address Line Two	N.W.
Entity Address, Address Line Three	Suite 800W
Entity Address, City or Town	Washington
Entity Address, Postal Zip Code	20037-1701
City Area Code	202
Local Phone Number	828-0850
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, $0.01 par value
Trading Symbol	DHR
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.75% Mandatory Convertible Preferred Stock, Series A, without par value
Trading Symbol	DHR.PRA
Security Exchange Name	NYSE
Floating Rate Senior Notes Due 2022 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Floating Rate Senior Notes due 2022
Trading Symbol	DHR F 06/30/22
Security Exchange Name	NYSE
A 1.7 Senior Notes Due 2022 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.700% Senior Notes due 2022
Trading Symbol	DHR 1.7 01/04/22
Security Exchange Name	NYSE
A 2.5 Senior Notes Due 2025 [Member]
Document And Entity Information [Line Items]
Security 12b Title	2.500% Senior Notes due 2025
Trading Symbol	DHR 2.5 07/08/25
Security Exchange Name	NYSE
A 1.2 Senior Notes Due 2027 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.200% Senior Notes due 2027
Trading Symbol	DHR 1.2 06/30/27
Security Exchange Name	NYSE
A 0.2 Senior Notes Due 2026 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.200% Senior Notes due 2026
Trading Symbol	DHR 0.2 03/18/26
Security Exchange Name	NYSE
A 0.45 Senior Notes Due 2028 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.450% Senior Notes due 2028
Trading Symbol	DHR 0.45 03/18/28
Security Exchange Name	NYSE
A 0.75 Senior Notes Due 2031 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.750% Senior Notes due 2031
Trading Symbol	DHR 0.75 09/18/31
Security Exchange Name	NYSE
A 1.35 Senior Notes Due 2039 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.350% Senior Notes due 2039
Trading Symbol	DHR 1.35 09/18/39
Security Exchange Name	NYSE
A 1.8 Senior Notes Due 2049 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.800% Senior Notes due 2049
Trading Symbol	DHR 1.8 09/18/49
Security Exchange Name	NYSE