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Exhibit 10.27    
    


2005 AMENDMENT TO AGILENT/BRUKER ITMS COLLABORATION AGREEMENT

AND AGILENT/BRUKER OEM AGREEMENT ("2005 AMENDMENT")  


        This amendment to the agreements referenced above and described in more detail below, effective February 25, 2005 (the "Effective Date of this 2005
Amendment"), represents a definitive agreement between Agilent and Bruker as to the terms stated herein below. 


        Hewlett-Packard
Company and Bruker Daltonik GmbH ("Bruker") entered into an Agreement titled ITMS Collaboration Agreement, effective as of April 28, 1999 (the "ITMS
Collaboration"), which is operating and currently in effect for an extension term as of the Effective Date of this 2005 Amendment. Bruker and Hewlett-Packard Company entered into an original equipment
manufacturer agreement ("OEM Agreement"), dated January 1, 1999, also operating and currently in effect for an extension term. Both Agreements have been amended from time to time. Hewlett
Packard Company assigned to and Agilent Technologies, Inc. ("Agilent") assumed the rights and obligations of the ITMS Collaboration, the OEM Agreement, various amendments to both agreements,
and all purchase agreements attendant thereto. 


        For
good and valuable consideration deemed paid and received, the parties hereby agree as follows: 



        1.     As
of the Effective Date of this 2005 Amendment, Agilent will include on Exhibit 1004 to the OEM Agreement its current HPLC Infusion Chip: Product # G4240-61001;
the HPLC Analytical Chip: Product #G4240-62001 as well as the HPLC-Chip Cube Interface: Product #G4240A provided that use by Bruker is solely for and with Bruker's ITMS and FTMS products. BRUKER
understands that the HPLC Chip Cube Interface shall require use of an Agilent "HPLC-Chip and nanoLC-Pump." Agilent understands that Bruker shall be technically enabled by Agilent (in accordance with
Section 4 of the Amendment to the ITMS Collaboration and OEM Agreement dated February 28, 2003) to run Agilent's HPLC-Chip product, accessories, and interfaces with Bruker software.
Agilent agrees to include in the OEM agreement successor products and chip versions that replace the present HPLC-Infusion Chip, the HPLC Analytical Chip, and the HPLC-Chip Cube Interface each as
described above. 


        2.     Bruker
shall immediately make Gemini II electronics available to Agilent for testing and evaluation within one week of the Effective Date of this 2005 Amendment, and
promptly for any subsequent production deliveries that Agilent shall require or request. 


        3.     From
the Effective Date of this 2005 Amendment, Agilent and Bruker shall provide each other with all "ITMS Improvements" as defined under the terms of the ITMS
Collaboration, without delay. 


        4.     Appendix 3
of the ITMS Collaboration, attached hereto, is hereby incorporated in this 2005 Amendment as revised. Financial terms contained in this 2005 Amendment,
including that which is contained on Appendix 3, attached hereto, are to remain and be kept strictly confidential and not subject to a public disclosure except as might be required pursuant to
terms of allowable disclosure contained in the ITMS Collaboration or OEM Agreement. 


        5.     The
existing technical product differentiation (such as mass range) between the ITMS products marketed by Bruker and ITMS products marketed by Agilent will remain unless
the parties otherwise agree. Should Agilent's ITMS product(s) place Agilent at a competitive disadvantage due to a lack of access to a technical product differentiation, the parties shall resolve the
differentiation in accordance with Sections 11.2 and 11.3 of the ITMS Collaboration. 


        6.     Agilent
shall continue to make available all API ion sources for use with Bruker instruments not developed under the ITMS Collaboration, pursuant to the same terms and
conditions provided in the OEM Agreement throughout the term of the OEM Agreement. 










        7.     The
ITMS Collaboration expiration date shall be December 31, 2009. The OEM Agreement expiration date shall be December 31, 2011 unless Agilent terminates
the ITMS Collaboration (pursuant to Section 20.2.2 of the ITMS Collaboration), whereupon the OEM Agreement will expire on December 31, 2013. In the event the ITMS Collaboration is not
terminated by a party any earlier than the above-stated expiration date of December 31, 2009, the term of the ITMS Collaboration and OEM Agreement will automatically extend for periods of
one-year thereafter. Should a party elect to terminate the ITMS Collaboration after December 31, 2009, the effective date of such termination shall be at least one-year following the
receipt-date of the advance notice, which shall be in writing. Thus, the ITMS Collaboration and the OEM Agreement will be extended automatically for one-year terms unless a party terminates in writing
one full year in advance of the then current termination date. 


        8.     All
other sections and provisions of the existing ITMS Collaboration and OEM Agreement, as amended shall remain in full force and effect. 


        9.     Effect on Remaining Provisions of Agreement. This Amendment constitutes the entire agreement
between the Parties and incorporates all prior agreements and amendments by reference concerning the matters covered herein. Except as expressly amended above, all terms and conditions of the ITMS
Collaboration and the OEM Agreement will continue in full force and effect without change or modification. To the extent that amendments drafted prior to this 2005 Amendment do not conflict with the
terms of this 2005 Amendment, such non-conflicting terms shall survive this 2005 Amendment. This 2005 Amendment will be governed and construed under the choice of law provision specified in the ITMS
Collaboration. Resolving disputes with regard to the terms stated in this 2005 Amendment will follow the same processes as articulated in the ITMS Collaboration. All capitalized terms used in this
2005 Amendment, but not otherwise defined in this 2005 Amendment, will have the meaning assigned to them in the ITMS Collaboration or the OEM Agreement (or other relevant amendment(s) to either) to
which a particular definition applies. 


        10.   Signatures
may be provided electronically or by fax and in counterpart. 


AGREED:  



	AGILENT TECHNOLOGIES, INC.	 	BRUKER DALTONICS INC.
	

By:	
 	

By:
	

/s/ Chris van Ingen	
 	

/s/ Frank H. Laukien
	

Name: Chris van Ingen	
 	

Name: Frank H. Laukien, Ph.D.
	Title:President, Life Sciences and Chemical Analysis	 	Title: President & CEO
	Date: February 25, 2005	 	Date: February 25, 2005













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Exhibit 10.27