AGREEMENT AND PLAN OF MERGER



                                     between



                             INVITROGEN CORPORATION



                                       and



                             LIFE TECHNOLOGIES, INC.



                            Dated as of July 7, 2000





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                  AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2000 (the

"Agreement"), between INVITROGEN CORPORATION, a Delaware corporation (the

"Bidder"), and LIFE TECHNOLOGIES, INC., a Delaware corporation (the "Company").



                  WHEREAS, the Boards of Directors of the Bidder and the Company

and a special committee (the "Special Committee") of the Board of Directors of

the Company consisting of members of the Board of Directors who are "Continuing

Directors" as such term is defined in Article Eighth of the Certificate of

Incorporation of the Company deem it advisable and in the best interests of

their respective stockholders that the Company be merged with and into the

Bidder (the "Merger") upon the terms and subject to the conditions provided for

in this Agreement, whereby each outstanding share of common stock, par value

$0.01 per share, of the Company (the "Company Common Stock" or the "Shares")

will be converted into (i) shares of common stock, par value $.01 per share, of

the Bidder (the "Bidder Common Stock"), (ii) cash or (iii) a combination of

Bidder Common Stock and cash;



                  WHEREAS, immediately after the execution and delivery of this

Agreement, the Bidder is entering into an Agreement and Plan of Merger, dated as

of the date hereof (the "Dexter Merger Agreement"), between the Bidder and

Dexter Corporation, a Connecticut corporation ("Dexter"), pursuant to which

Dexter will be merged with and into the Bidder (the "Dexter Merger")

simultaneously with the Merger upon the terms and subject to the conditions set

forth in the Dexter Merger Agreement, whereby each share of common stock, par

value $1 per share, of Dexter will be converted into (i) shares of Bidder Common

Stock, (ii) cash or (iii) a combination of Bidder Common Stock and cash;



                  WHEREAS, the obligations of the parties hereto to consummate

this Agreement are expressly conditioned on the consummation of the transactions

contemplated by the Dexter Merger Agreement;



                  WHEREAS, for U.S. federal income tax purposes, it is intended

that the Merger and the Dexter Merger contemplated hereby shall each qualify as

a reorganization within the meaning of Section 368(a) of the Internal Revenue

Code of 1986, as amended (the "Code"), and that this Agreement shall be, and is

hereby, adopted as a plan of reorganization for purposes of Section 368 of the

Code; and



                  WHEREAS, the Boards of Directors of the Bidder and the Company

have each approved this Agreement and approved the Merger in accordance with the

General Corporation Law of the State of Delaware (the "DGCL"), and upon the

terms and conditions set forth in this Agreement.



{PAGE}



                  NOW, THEREFORE, in consideration of the representations,

warranties, covenants and agreements contained in this Agreement, and intending

to be legally bound hereby, the Bidder and the Company agree as follows:



                                    ARTICLE I



                                   THE MERGER



                  Section 1.1 THE MERGER. Upon the terms and subject to the

conditions set forth in this Agreement, and in accordance with the DGCL, at the

Effective Time the Company shall merge with and into the Bidder, and the

separate corporate existence of the Company shall thereupon cease, and the

Bidder shall be the surviving corporation in the Merger (the "Surviving

Corporation"). The Surviving Corporation shall possess all the rights,

privileges, powers and franchises of a public as well as of a private nature and

shall be subject to all of the restrictions, disabilities, duties, debts and

obligations of the Company and the Bidder, all as provided in the DGCL.



                  Section 1.2 CLOSING. The closing of the Merger (the "Closing")

will take place at 10:00 a.m. on a date to be specified by the parties (the

"Closing Date"), which shall be no later than the second business day after

satisfaction or waiver of the conditions set forth in Article V, unless another

time or date, or both, are agreed to by the parties hereto. The Closing will be

held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times

Square, New York, New York, unless another place is agreed to by the parties

hereto.



                  Section 1.3 EFFECTIVE TIME. Subject to the provisions of this

Agreement, on the Closing Date the parties shall file with the Secretary of

State of the State of Delaware a certificate of merger (the "Certificate of

Merger"), executed in accordance with the relevant provisions of the DGCL, and

shall make all other filings or recordings required under the DGCL in order to

effect the Merger. The Merger shall become effective upon the filing of the

Certificate of Merger or at such other time as is agreed by the parties hereto

and specified in the Certificate of Merger (the time at which the Merger becomes

fully effective being hereinafter referred to as the "Effective Time");

PROVIDED, that the Merger and the Dexter Merger shall occur simultaneously.

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