Master Purchase Agreement

This Master Purchase Agreement (this ?Agreement?), effective as of                     , 2008 (the ?Effective Date?), is entered into between Applera Corporation, a Delaware corporation (?AB?), having a place of business at 850 Lincoln Centre Drive, Foster City, California 94404, and Celera Corporation, a Delaware Corporation (?Celera?), having a place of business at 1401 Harbor Bay Parkway, Alameda, California 94502, each individually a ?Party? and collectively the ?Parties?.

WHEREAS, Celera desires to purchase certain products from AB, and AB, subject to the terms and conditions of this Agreement, is willing to supply such products to Celera;

NOW, THEREFORE, in consideration of the premises and mutual promises set forth in this Agreement, the Parties agree as follows:

1                                         Definitions

1.1.        ?Celera Critical Product? means a Product to be supplied by AB to Celera pursuant to this Agreement that (i) as of the Effective Date is manufactured by AB or for AB using AB?s IPR, (ii) is used by Celera in the manufacture or sale of Celera Products as of the Effective Date, (iii) will be used in Celera?s breast cancer products in development as of the Effective Date and (iv) (x) for which IPR, owned or controlled by AB, would be required if Celera were to make or have made such Celera Products or (y) where there is no commercially reasonable alternative to AB as a source of supply. Celera Critical Products are listed on Exhibit A. In addition, Celera Critical Products will include Products derived from the Maui Project that are used by Celera in the manufacture or sale of Celera Products and that are manufactured by AB or for AB using AB?s IPR and as to which clause (iv) above is applicable.

1.2.        ?Celera Product? means a product made by or on behalf of Celera, that is sold by Celera or its Distributor, that contains an Intermediate purchased from AB and/or an Oligonucleotide Conjugate purchased from AB or manufactured by or for Celera.

1.3.        ?Defective Item? means a Product that has a manufacturing defect or design defect under the product liability laws of the State of Delaware.

1.4.        ?Diagnostic Losses? means claims, losses, damages, expenses or liabilities arising from or caused by, or alleged to have arisen from or be caused by, any failure of a Celera Product or any component or part thereof, to properly diagnose a disease or condition or to make a diagnosis, including without limitation the making or reporting by a Celera Product or any component or part thereof of an incorrect diagnosis or a false positive finding or indication, or the failure of a Celera Product or any part or component thereof to make or report a finding or indication that if made would result in or support a diagnosis.

1.5.        ?Distributor? means any distributor of Celera Products for Celera. A Distributor of Celera Products as of the Effective Date is Abbott Molecular.

1.6.        ?Effective Date? means the date set forth in the preamble above.

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