REAL-TIME SETTLEMENT AGREEMENT

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

RECITALS

WHEREAS, Applera sued Bio-Rad and MJ Research in Civil File No. 3:04-CV-01881-RNC in the United States District Court for the District of Connecticut;

WHEREAS, Applera on the one hand, and Bio-Rad and MJ Research on the other hand, desire to settle the foregoing litigation, with the Parties entering into a Consent Judgment, attached hereto as Exhibit A;

WHEREAS, as part of the foregoing settlement, Applera on the one hand, and Bio-Rad and MJ Research on the other hand, have agreed to enter into that certain Real-Time Instrument Patent License Agreement, attached hereto as Exhibit B;

WHEREAS the Parties are signatories to a separate agreement (the Connecticut Settlement Agreement) entered into of even date herewith that includes a license agreement entitled Amended and Restated Thermal Cycler Supplier Agreement and consent judgment effecting the settlement of litigation entitled Applera Corporation, et al. v. MJ Research, Inc. et al., Case No. 3-98-CV-1201 JBA pending in the United States District Court for the District of Connecticut;

WHEREAS, on or before August 18, 2004, Bio-Rad succeeded to the interests of MJ Research and its Affiliates by acquiring MJ Geneworks, Inc., and its subsidiaries including MJ Research; and

WHEREAS Applera and Bio-Rad are signatories to a separate agreement entered into of even date herewith that includes a license agreement and consent judgment effecting the settlement of litigation entitled Bio-Rad Laboratories, Inc. v. Applera Corp. and Applied Biosystems, Case No. C02-5946 JW, pending in the United States District Court for the Northern District of California;

NOW, THEREFORE, in consideration of the promises and the covenants and obligations herein undertaken, the Parties hereto for themselves and their respective Affiliates

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Legend:

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

hereby agree as follows:

1.

DEFINITIONS

As used herein with initial capital letters, the following terms shall have the respective meanings set forth below or as otherwise defined in this Agreement:

1.1.

Affiliate means, with respect to a Party, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party; where control refers to (i) the ownership, directly or indirectly, of the lesser of at least fifty percent (50%) or the highest percentage permitted by applicable law of the voting securities or other ownership interests of a Person (or Party) or (ii) otherwise the ability to direct the management of such Person (or Party).

1.2.

Bio-Rad Party or Bio-Rad Parties shall mean one or more of Bio-Rad, MJ Research, their respective parents, subsidiaries or affiliates

1.3.

 Consent Judgment means the Consent Judgment attached hereto as Exhibit A.

1.4.

 License Agreement means that certain Real-Time Instrument Patent License Agreement entered into by the Parties of even date herewith, attached hereto as Exhibit B.

1.5.

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

1.6.

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

1.7.

 Accused Instruments refers to the Bio-Rad Accused Instruments and the MJ Research Accused Instruments, collectively.

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1.8.

 Patent-in-Suit means U.S. Patent No. 6,814,934.

1.9.

 Related Patents refers to all of Appleras United States patents and applications that claim priority from United States application Serial No. 07/695,201 and all Canadian counterparts thereof.

1.10.

 Real-Time Patents shall mean the Patent-in-Suit and any Related Patents.

1.11.

 Real-Time Litigation shall mean the proceeding entitled Applera Corp. v. Bio-Rad Laboratories, et al., Case No. 3:04-CV-1881 (RNC) pending in the United States District Court for the District of Connecticut (such court, the District Court).

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