exv10w27






EXHIBIT 10.27




NON-EXCLUSIVE RESELLER AGREEMENT




     This Agreement (the “Agreement”), effective as of June 1, 2008 (the “Effective Date”), is by
and between Applera Corporation, a Delaware corporation acting through its Applied Biosystems
Group, having a place of business at 850 Lincoln Centre Drive, Foster City, California 94404
(“ABI”), and BioTrove, Inc., a Delaware corporation having its principal place of business at 12
Gill St., Suite 4000, Woburn, MA 01801 (“BT”). ABI and BT are collectively referred to herein as
the “Parties” and each individually as a “Party.”



Background




     A. ABI, through its joint venture partner MDS Analytical Technologies, develops, manufactures,
markets and sells mass spectrometers and provides services in connection with such mass
spectrometers;



     B. BT is in the business of making and selling drug discovery systems known collectively as
the RapidFire System (defined below) which are used in conjunction with mass spectrometers from ABI
and other vendors, and provides drug discovery services using said RapidFire System with mass
spectrometers;



     C. ABI is willing to appoint BT as a non-exclusive reseller, within the Field and in the
Territory (as both terms are defined herein), of certain of ABI’s mass spectrometers, as further
described herein, and certain ABI services in relation to such mass spectrometers, but only to the
extent such mass spectrometers are resold in conjunction with BT’s RapidFire System, all subject to
and in accordance with the terms and conditions of this Agreement.



     NOW, THEREFORE, in consideration of these premises, the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:



1. DEFINITIONS




     1.1 “Affiliate” means any corporation, firm, partnership, joint venture or other business
entity that controls, or is controlled by, or is under common control with, a Party. For purposes
of this Section 1.1, the term “control” means in the case of corporate entities, direct or indirect
ownership of more than fifty percent (50%) of the stock or shares having the right to vote for the
election of directors, and in the case of non-corporate entities, direct or indirect ownership of
more than fifty percent (50%) of the equity interest having the right to elect or appoint the
managers of the subject entity, or otherwise establish the management and policies of such entity.
Notwithstanding the foregoing, the term “Affiliate” shall include ABI’s joint venture with MDS Inc.
known as Applied Biosystems/MDS Analytical Technologies.



     1.2 “ABI MS” means the mass spectrometer system including mass spectrometer instrumentation
and software developed, manufactured and/or otherwise marketed and sold by or on behalf of ABI or
its Affiliates (and/or ABI joint venture partner MDS Analytical Technologies) which ABI and BT
mutually agree in writing is suitable for use with BT’s





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

 









 





RapidFire System and may be resold by BT under the terms and conditions of this Agreement, all
of which are listed in Exhibit A attached hereto and made a part hereof, along with the North
American price lists for such mass spectrometer instrumentation and the ABI Services related
thereto. Any mass spectrometers and/or related services in addition to those listed in Exhibit A
that ABI and BT agree are suitable for use with BT’s RapidFire System and may be resold by BT under
the terms and conditions of this Agreement shall be listed in Exhibit A pursuant to a formal
written amendment to this Agreement. For the purposes of this Agreement, ABI MS shall mean only
those mass spectrometers that are to be used in conjunction with the RapidFire System as set forth
in section 2.1.



     1.3 “ABI Services” means those aftermarket repair service packages to repair and maintain
performance of any ABI MS resold by BT for use in conjunction with the RapidFire System, which ABI
Services are listed in Exhibit A.



     1.4 “Accessories” means those products that are to be used in conjunction with any ABI MS that
is resold by BT pursuant to this Agreement.



     1.5 “Field” means high throughput screening of compounds for drug discovery including hut not
limited to primary screening, lead optimization, and ADMET profiling.



     1.6 “RapidFire System” means the front end system used in conjunction with mass spectrometers
and containing BT software, BT robotic liquid handling system, and other components designed by BT
for use in high throughput screening applications and sold by BT.



     1.7 “Territory” means North America (United States and Canada).



2. NON-EXCLUSIVE RESELLER GRANT




     2.1 Grant of Rights. ABI grants to BT the non-exclusive right to use, market, promote
and resell the ABI MS and related ABI Services and the Accessories in the Field and in the
Territory, but only to the extent the ABI MS is resold in conjunction with the RapidFire System in
the Field in the Territory. For clarity this right does not allow BT to resell any ABI MS or any
ABI Services or Accessories on a standalone basis as instruments, products or service contracts.
Therefore, BT shall incorporate the RapidFire System into each ABI MS that is resold hereunder,
within [***] after such ABI MS is installed by ABI at the end-user customer site and
tested and accepted by the customer in accordance with ABI’s procedures therefor. ABI’s
proprietary Analyst Software is included in the ABI MS sold by ABI to BT hereunder, and it is
understood and agreed that BT acquires no rights or licenses whatsoever to the Analyst Software
other than the right to resell such software as part of the ABI MS hereunder. The Analyst
Software, when resold to BT’s customers with the ABI MS hereunder, is subject to the terms and
conditions of the Software License Agreement for Applied Biosystems/MDS Sciex Analyst® Software
covering the specific version of Analyst Software included in the ABI MS sold by AB to BT hereunder
(the “Software License”). A copy of the Software license covering an earlier version 1.4 of the
Analyst Software, the terms and conditions of which shall also apply





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

2









 







to the version 1.5 of the Analyst Software that is included in the ABI MS sold by ABI to BT
hereunder, is attached hereto as Attachment 1 to Exhibit B and made a part hereof. Among other
things, BT acknowledges and agrees (and shall ensure that its customers acknowledge and agree) that
the Software License is a limited license that is personal to BT’s customers, and that BT’s
customers may not and shall not transfer, assign or sublicense the Software License to any third
party, even if such third party purchases the aforementioned ABI MS, and any third party purchaser
would be required to obtain a separate Software License from ABI.



     2.2 No Implied Rights. Except as set forth expressly and specifically in this
Agreement, BT shall not acquire any right or license by implication, estoppel or otherwise under
any intellectual property rights of ABI in any ABI MS or other ABI property.



     2.3 BT shall resell the ABI MS on the terms and conditions set forth in the Applied Biosystems
General Terms and Conditions of Sale attached hereto as Exhibit B and made a part hereof (the “ABI
MS Terms and Conditions”). Accordingly, BT is not authorized and shall not market, promote, offer
to resell or resell any ABI MS on terms and conditions other than the ABI MS Terms and Conditions
and any other terms and conditions on which the ABI MS is marketed, promoted, offered for sale or
resold shall be void and of no force and effect, and BT’s marketing, promotion, offer to resell or
resale of any ABI MS on terms and conditions other than the ABI MS Terms and Conditions shall be a
material breach of this Agreement. ABI in its sole discretion may modify the ABI MS Terms and
Conditions at any time on ninety (90) days prior written notice to BT. Such modification shall not
affect the resales of ABI MS which are already contracted for by BT and all such changes shall be
consistent with the terms of this Reseller Agreement.



     2.4 BT shall resell the ABI Services on the terms and conditions set forth in the Applied
Biosystems Performance Agreement Terms and Conditions attached hereto as Exhibit C and made a part
hereof (the “ABI Performance Agreement”). Accordingly, BT is not authorized and shall not market,
promote, offer to resell or resell any ABI Services on terms and conditions other than the terms
and conditions set forth in the ABI Performance Agreement and any other terms and conditions on
which the ABI Services are marketed, promoted, offered for sale or resold shall be void and of no
force and effect, and BT’s marketing, promotion, offer to resell or resale of any ABI Services on
terms and conditions other than the ABI Performance Agreement shall be a material breach of this
Agreement. ABI in its sole discretion may modify the ABI Performance Agreement at any time on
ninety (90) days prior written notice to BT. Such modification shall not affect the resales of ABI
Services which are already contracted for by BT and all such changes shall be consistent with the
terms of this Reseller Agreement.



3. BT’s OBLIGATIONS




     3.1 Beginning as soon as practicable after the Effective Date, BT shall commence using
commercially reasonable efforts to resell the ABI MS, Accessories and ABI Services in the Field in
the Territory pursuant to the grant of rights in Section 2.1, and in performance of these duties BT
shall:




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

3









 






          (a) resell ABI MS and ABI Services consistent with the terms and conditions as set forth in
the ABI MS Terms and Conditions and ABI Performance Agreement set forth in Exhibits B and C,
respectively, including without limitation, the terms and conditions of the Software License
attached hereto as Attachment 1 to Exhibit B;




          (b) market, promote and resell ABI MS in a manner consistent with the specifications therefor
as set forth in Exhibit D attached hereto and made a part hereof (“ABI MS Specifications”), which
ABI MS Specifications may be modified by ABI in its sole discretion at any time on ninety (90) days
prior written notice to BT.




          (c) be solely responsible for managing the initial customer interface for the ABI MS through
the point at which the resale and installation (including any testing and acceptance by the
customer) of the ABI MS, and the integration of the ABI MS with the RapidFire System, have been
completed. BT agrees to provide to ABI on a timely basis all relevant customer contact information
to allow ABI to coordinate the timing of the delivery and installation of the ABI MS, and to
provide support to customers for the ABI MS, Accessories and ABI Services as such support is
requested by BT. For clarity, it is understood and agreed that ABI, and not BT, shall be solely
responsible for the servicing, maintenance and repair of all ABI MS resold under this Agreement,
all of which shall be carried out by ABI pursuant to the ABI Services contracts that are resold by
BT pursuant to this Agreement;




          (d) provide ABI with prompt written notification of all orders for the RapidFire System that
are received by BT, that include ABI MS, and provide ABI with copies of bona fide written purchase
orders for the ABI MS sold in conjunction with the RapidFire system, within five (5) business days
of BT’s receipt of such order(s);




          (e) provide ABI with prompt written notification of all orders for the ABI Services that are
received by BT in conjunction with sales of ABI MS sold with a RapidFire System, and provide ABI
with copies of bona fide written purchase orders for the ABI Services, within five (5) business
days of BT’s receipt of such order(s);




          (f) work with ABI to enable shipment of the ABI MS to the end user customer site as soon as
possible following BT’s receipt of the purchase order for each RapidFire System that includes an
ABI MS, such shipment to be within the desired installation timeframe specified by the end user,
subject to ABI’s ordering, delivery and installation procedures and schedules. Shipment of the ABI
MS and any Accessories shall be Ex Works (Incoterms 2000) by ABI directly to the end user customer
site. BT shall be solely responsible for shipping, in accordance with ABI’s handling and shipping
instructions, the ABI MS and any Accessories from the facility where such ABI MS or Accessories
have been manufactured or are stored on behalf of ABI, to the end user customer site, and BT shall
assume title and risk of loss and damage to the ABI MS and any Accessories upon delivery of the ABI
MS or Accessories by ABI to the common carrier at the loading dock of ABI or its manufacturer or
other designee. Accordingly, BT shall be solely responsible for the payment of any and all costs
and expenses associated with the shipment of the ABI MS and any Accessories from ABI or its
manufacturer




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

4









 







or other designee to the end user customer site, including without limitation, any and all
transportation charges, and BT shall insure the replacement cost of the ABI MS and any Accessories
while in transit. For clarity, it is understood and agreed that on and after the transfer of title
of an ABI MS or any Accessories from ABI to BT hereunder, BT shall assume all responsibility
associated with owning such ABI MS or Accessories, even if such ABI MS or Accessories are not
resold by BT to a third party, and regardless of whether a third party pays or fails to pay BT for
such ABI MS or Accessories;




          (g) coordinate with ABI the installation, testing and acceptance of the ABI MS at the end user
customer site (which installation, testing and acceptance procedures shall be carried out solely by
ABI at the end user customer site);




          (h) coordinate with ABI the provision of ABI Services to BT’s end user customers pursuant to
ABI Services contracts;




          (i) maintain appropriate levels of personnel and resources for effective marketing, promotion
and resale of the AB MS in conjunction with the RapidFire System, and the ABI Services, including
the initial and on-going training of BT’s sales, marketing, and support personnel in the Territory,
all of whom shall be qualified and trained to perform the marketing, promotion and resale of the AB
MS in conjunction with the RapidFire System, and the ABI Services, in accordance with all
applicable laws and regulations, industry standards and exercising the highest levels of
professionalism and integrity;




          (j) use commercially reasonable efforts to promote or market the use of ABI MS on a
non-exclusive basis in conjunction with the RapidFire System to BT’s customers and prospective
customers for mass spectrometry instrument systems in BT’s demonstration centers, at company
sponsored seminars, and other venues, and promote or market the use of ABI Services in connection
therewith;




          
(k) not disparage any ABI MS, Accessories, ABI Services or ABI
in any manner and refrain from
[***] regarding any [***] that are
not [***] in this Agreement, and shall [***] to [***] only those
[***] that are [***] for in this Agreement;




          (l) communicate with ABI representatives on a regular basis as reasonably requested by ABI
(but no less frequently than quarterly), to discuss sales volumes, forecasts, unmet market needs,
competitive intelligence and general market conditions;




          (m) be solely responsible for marketing, promotion and sales of the RapidFire System whether
alone or in conjunction with ABI MS, and associated contract drug discovery services in the
Territory; and




          (n) within ninety (90) days of signing this Agreement, meet with representatives of ABI to
develop logistics for handling customer complaints and other customer




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

5









 







issues in a seamless fashion which would, at a minimum, include coordination of installations,
planned maintenance, cross training, customer escalation (from first line support to second line
support) and customer tracking and notification. The Parties shall, as a result of such meeting,
amend this Agreement accordingly to address: ABI’s ordering, delivery and installation procedures
and schedules for ABI MS, ABI’s installation, testing and acceptance procedures for ABI MS, and
first line and second line support to be provided to BT’s customers by BT and ABI, respectively.




4. ABI OBLIGATIONS




     4.1 ABI shall supply BT’s customers with ABI MS, Accessories and ABI Services in accordance
with the terms and conditions of this Agreement, and ABI’s duties as supplier of the ABI MS,
Accessories and ABI Services shall be as follows:



          (a) ABI agrees to manufacture (or have manufactured) and sell to BT, ABI MS meeting the ABI MS
Specifications, and Accessories, at the price(s) set forth in Section 5.1;




          (b) ABI will be solely responsible for providing the ABI Services directly to BT’s end user
customers;




          (c) ABI will be solely responsible for installing the ABI MS, working directly with the end
user customer with respect to the testing and acceptance of the ABI MS, all in accordance with
ABI’s installation, testing and acceptance procedures;




          (d) ABI will provide training at its own expense on the ABI MS and ABI Services to BT sales,
marketing, and support personnel as needed in the Territory in a format agreed by the Parties in
writing;




          (e) ABI shall provide BT with suitable technical documentation to support the marketing,
promotion and resale of ABI MS and ABI Services; and




          (f) ABI shall supply sales leads to BT in the Territory for prospective resales of the ABI MS
in conjunction with the RapidFire System; and




          (g) within ninety (90) days of signing this Agreement, meet with representatives of BT to
develop logistics for handling customer complaints and other customer issues in a seamless fashion
which would, at a minimum, include coordination of installations, planned maintenance, cross
training, customer escalation (from first line support to second line support) and customer
tracking and notification. The Parties shall, as a result of such meeting, amend this Agreement
accordingly to address: ABI’s ordering, delivery and installation procedures and schedules for ABI
MS, ABI’s installation, testing and acceptance procedures for ABI MS, and first line and second
line support to be provided to BT’s customers by BT and ABI, respectively.





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

6









 









          (h) work with BT to ship, deliver and install the ABI MS to the end user customer site as soon
as commercially practicable following ABI’s receipt of the purchase order for each RapidFire System
that includes an ABI MS, such that ABI shall endeavor in good faith to make such shipment and
installation to be within the desired timeframe specified by the customer, provided that such
delivery and installation timeframe is agreed by ABI.




          (i) ABI will agree to abide by the general terms and conditions set forth in Exhibits B and C.




5. PRICING AND PAYMENTS




     5.1 Pricing. ABI will sell the ABI MS to BT at a price that is [***] for such ABI MS
(which North American list price for the ABI MS is set forth in Exhibit A), exclusive of
Accessories. Should ABI agree to sell an ABI MS to a customer at a
price that is [***], ABI will [***] of the [***] to
the [***]. ABI will sell Accessories for the ABI MS to BT [***] at a [***], as and when
Accessories are requested by BT. ABI will sell ABI Services to BT at a price that is [***] for
such ABI Services (which North American list price for the ABI Services is set forth in Exhibit A).
BT will [***] of the [***]. BT shall resell Accessories at [***]. ABI reserves the right to
make adjustments to the North American list price for ABI MS and/or
ABI Services [***], and will provide BT written
notice of any such adjustment at least [***] prior to
making such adjustment. No such price adjustment will affect any products or services for which orders have already been received by ABI
pursuant to this Agreement.



     5.2 Payments.
All payments to be made hereunder shall be due and payable within
[***] from the date of the invoice issued by ABI to BT. All payments shall be made
in U.S. Dollars, without deduction or offset. Any amounts which remain unpaid more than thirty
(30) days after the date on which they are due shall accrue interest until paid at the rate of the
lesser of one half of one percent (0.5%) per month or the maximum amount allowed under applicable
law. However, in no event shall this interest provision be construed as a grant of permission for
any payment delays.



     5.3 Taxes. BT shall be solely responsible and liable for the payment of any and all
taxes (other than income taxes of ABI) and other governmental fees, charges, levies and assessments
(including any interest or penalties for late payment thereof) (collectively, “Taxes”) that are
incurred in connection with the marketing, promotion and/or resale of the ABI MS and ABI Services,
and BT shall defend, indemnify and hold ABI and its Affiliates and their respective directors,
officers, agents and employees from and against any such Taxes, including without limitation the
payment of any reasonable attorneys fees and costs of litigation regardless of outcome.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

7









 







6. ABI LIMITED WARRANTY AND LIMITATION OF LIABILITY




     6.1 ABI warrants that the ABI MS and Accessories, in the form it is sold to BT hereunder, will
upon delivery to the common carrier at the dock of ABI or its manufacturer or other designee, be
free of defects in materials and workmanship for a period of one (1) year from the date of the
installation of the ABI MS at the customer facility (the “Warranty Period”). ABI at its sole
election, will either: (i) replace free of charge, any ABI MS parts and Accessories not meeting the
above warranty, or (ii) refund the purchase price paid by BT to ABI for the ABI MS or Accessories,
in each case if BT notifies ABI in writing of a claim for breach of the foregoing warranty
(“Warranty Claim”) within the Warranty Period. If BT makes a Warranty Claim within the Warranty
Period, then prior to exercising its election as provided for herein, ABI shall have the right to
request that BT return to ABI the allegedly defective ABI MS or part thereof at ABI’s cost, or ABI
may visit the end user customer site where the allegedly defective ABI MS or part thereof is
located, in order to verify the Warranty Claim. For clarity, all Warranty Claims shall be made by
BT to ABI on behalf of any BT customer. Any returns of ABI MS or Accessories hereunder shall be
made only with the prior written consent of ABI, and the issuance by ABI to BT of a valid return
authorization number for such ABI MS or Accessories. Upon obtaining a valid return authorization
number for such ABI MS or Accessories from ABI, BT shall have its customer return the ABI MS or
Accessories that is the subject of the valid return authorization number, to ABI in accordance with
ABI’s written instructions. The remedies set forth in this Section 6.1 shall be ABI’ s sole and
exclusive liabilities, and BT’s and its customers’ sole and exclusive remedies, with respect to any
defects or non-performance of any ABI MS.



     6.2 In addition to any exclusions, conditions, exceptions, or limitations set forth in Section
6.1 above, ABI’s warranty does not and shall not cover, and ABI has no obligation to replace or
refund the purchase price of, any ABI MS or part thereof which is damaged by BT or any third party
(including any BT customer or other end user thereof) or is serviced, maintained or repaired by any
person or entity other than ABI or its designee, nor shall ABI’s warranty cover, and ABI has no
obligation to replace or refund the purchase price of any ABI MS or part thereof, if there is a
defect or failure or other performance or non-performance related issue that arises out of or is
caused by the operation, handling, storage or use of the ABI MS (including any software associated
therewith) other than in accordance with ABI’s written instructions. Use of the ABI MS with the
Rapid Fire System in accordance with BT’s specifications shall not violate this warranty.



     6.3 BT acknowledges and agrees that (i) any Warranty Claims made by BT following the end of
the Warranty Period are hereby forfeited and ABI shall have no responsibility or liability with
respect thereto, and (ii) the Warranty provided for in Section 6.1 is limited to BT and its
customers and is not assignable or transferable. ABI agrees that all warranties hereunder shall
survive the termination of this Agreement.



     6.4 THE WARRANTY SET FORTH IN SECTION 6.1 IS THE SOLE AND EXCLUSIVE WARRANTY WITH RESPECT TO
ABI MS, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ALL OF WHICH OTHER




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

8









 








WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE
USE OF ANY ABI MS (INCLUDING WITHOUT LIMITATION, ANY CLAIM OF INACCURATE, INVALID OR INCOMPLETE
RESULTS) WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE,
DEALING OR USAGE OF TRADE . ABI MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO
THE ACCESSORIES OR ABI SERVICES, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT
LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER
ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF
TRADE.



     6.5 IN NO EVENT SHALL ABI BE LIABLE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR INDIRECT,
INCIDENTAL, SPECIAL EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT ABI KNOWS, SHOULD
HAVE KNOWN OR IS OTHERWISE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT
LIMITATION, DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF REVENUE, PROFITS, INCOME, GOODWILL, OR BUSINESS OR
OTHER FINANCIAL LOSS.



     6.6 If BT makes any warranty or representation that is inconsistent with or in addition to the
warranty provided for in Section 6.1, BT shall defend, indemnify and hold ABI and its Affiliates
and their respective directors, officers, agents and employees from and against any claim based
thereon, including without limitation the payment of any reasonable attorneys fees and costs of
litigation regardless of outcome.



7. TERM AND TERMINATION




     7.1 This Agreement
shall have an Initial Term of one (1) year from the Effective Date and
shall be renewed automatically for subsequent twelve (12) month terms (“Terms”) unless written
notice of termination provided by one party or the other no less than ninety (90) days prior to the
end of the then current term.



     7.2 Notwithstanding anything herein contained to the contrary, and in addition and without
prejudice to any other rights or remedies in equity or at law, a party shall have the right to
terminate this Agreement on written notice to the other party as follows:



          (a) if, during the Initial Term or any Term thereafter, one party is in material breach of any
of the terms hereof and does not cure such breach within thirty (30) days after receiving notice
thereof from the non-breaching party specifying the breach (in the case of non-payment, such breach
is not required to be material and must be cured within ten (10) days);





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

9









 








provided, however, that the foregoing provisions permitting a cure within thirty (30) days
shall not apply to any breach of Section 10 of this Agreement; or




          (b) either party may terminate this Agreement effective immediately upon written notice if (i)
all or a substantial portion of the assets of the other party are transferred to an assignee for
the benefit of creditors, a receiver, or a trustee in bankruptcy, (ii) a proceeding is commenced by
or against the other party for relief under bankruptcy or similar laws and such proceeding is not
dismissed within thirty (30) days, (iii) the other party is adjudged insolvent or bankrupt; or (iv)
if the other party shall cease to carry on business.




     7.3 Either party may terminate this Agreement for convenience effective upon ninety (90) days
prior written notification to the other party, after the end of the Initial Term.



     7.4 No termination of this Agreement shall in any way affect BT’s obligations to pay any
amounts accrued prior to such termination of this Agreement, or any of BT’s other liabilities
accrued up to the date of such termination.



     7.5 The following shall survive any expiration or termination of this Agreement: (a) any
provision intended to survive or plainly indicating that it should survive; (b) any benefits or
rights that have accrued prior to or on account of such termination; and (c) Sections 1, 2.2, 5,
6,,7, 8, 10 and 11.



     7.6 Notwithstanding anything to the contrary contained in this Agreement, it is expressly
agreed that the expiration or termination of this Agreement for any reason shall not terminate or
diminish in any way the obligations under ABI Services contracts covering ABI MS purchased prior to
the date of termination or expiration of this Agreement and ABI shall continue to service those
agreements.



     7.7 On any termination or expiration of this Agreement: (i) all rights granted hereunder shall
automatically terminate and revert in their entirety to ABI, and (ii) the receiving Party shall
promptly return to the disclosing Party or destroy (at the disclosing Party’s election) any and all
Confidential Information and any copies or embodiments thereof, in whatever form including
electronic form, except that a receiving Party may retain one (1) copy of the disclosing Party’s
Confidential Information in its legal files for the sole purpose of meeting its ongoing obligations
hereunder.



8. INDEMNIFICATION AND INSURANCE




     8.1 BT shall defend, indemnify and hold harmless ABI, and its Affiliates and their respective
officers, directors, employees, agents, successors and assigns, from and against any and all third
party liabilities, suits, claims, losses, damages, settlements, awards or judgments, and shall pay
all costs and expenses thereof (including without limitation reasonable attorney’s fees and costs
of litigation, regardless of outcome) (collectively, “Liabilities”) up to the total dollar amount
received by BioTrove for the sale of the complete RapidFire, ABI MS, and ABI




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.


10









 






Accessories system giving rise to such Liabilities, to the extent resulting from (i) any
negligence, misconduct, violation of law or regulation or breach of this Agreement by BT or its
employees, agents or contractors, (ii) the manufacture, use or sale of the RapidFire System,
whether alone or in conjunction with any ABI MS, or (iii) the use of any ABI MS in conjunction with
the RapidFire System, except to the extent such Liabilities are caused by the negligence,
misconduct, violation of law or regulation or breach of this Agreement by ABI or its employees,
agents or contractors.




     8.2 During the Term, BT shall at its cost and expense, maintain in full force and effect, a
policy or policies of insurance commensurate with industry standards for services substantially
similar to the services performed hereunder, including maintaining insurance coverage in types and
amounts sufficient to cover its obligations under this Agreement including under this Section 8.
Such policies shall name ABI as an additional insured and BT shall promptly notify ABI in the event
of any cancellation or material change in coverage. BT shall provide ABI with certificates of
insurance on request.



     8.3 ABI shall defend, indemnify and hold harmless BT, and its Affiliates and their respective
officers, directors, employees, agents, successors and assigns, from and against any and all third
party liabilities, suits, claims, losses, damages, settlements, awards or judgments, and shall pay
all costs and expenses thereof (including without limitation reasonable attorney’s fees and costs
of litigation, regardless of outcome) (collectively, “Liabilities”) up to the total dollar amount
received by ABI for the sale of the ABI MS and/or ABI Accessories giving rise to such Liabilities,
to the extent resulting from (i) any negligence, misconduct, violation of law or regulation or
breach of this Agreement by ABI or its employees, agents or contractors, or (ii) the manufacture,
use or sale of the ABI MS, Accessories or any ABI Services , except to the extent such Liabilities
are caused by the negligence, misconduct, violation of law or regulation or breach of this
Agreement by BT or its customers or their respective employees, agents or contractors.



     8.4 Each party’s obligations under Sections 8.1 and 8.3, respectively, shall be conditioned
upon the following: the party seeking indemnification (the “Indemnitee”) shall give the other party
(the “Indemnitor”) prompt written notice of the claim; the Indemnitee shall fully cooperate as
requested by the Indemnitor in the defense against or settlement of the claim; the Indemnitor shall
have the sole control over and right to defend, settle or otherwise dispose of the claim on such
terms as the Indemnitor, in its sole discretion, shall deem appropriate; and the Indemnitee shall
not enter into or agree to any settlement, judgment or award, or to any other disposition of the
claim, without the prior written consent of the Indemnitor.



9. TRADEMARKS AND TRADE NAMES




     9.1 ABI MS will be resold with no changes to its existing ABI Marks (defined below). BT’s
RapidFire System components will carry marks, labels and branding of BT.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

11









 






     9.2 Subject to Section 9.3, ABI grants to BT a non-exclusive right in the Field and in the
Territory to use the trademarks, trade names and logos that ABI may adopt from time to time with
respect to the ABI MS (“ABI Marks”) in connection with BT’s marketing, promotion and resale of ABI
MS with the RapidFire System as provided for under this Agreement. BT will indicate clearly in any
and all materials in which the ABI MS are advertised, marketed, resold or otherwise promoted that
such RapidFire System contains mass spectrometer instrumentation developed by ABI and is sold by BT
with ABI’s permission. Except as expressly set forth in this Section 9, nothing contained in this
Agreement will grant to BT any right, title or interest in ABI Marks. BT recognizes the validity
of ABI Marks and acknowledges the same are the sole and exclusive property of ABI. At no time
during or after the Term will BT challenge or assist others to challenge ABI Marks or the
registration thereof or attempt or assist others to attempt to register any trademarks, marks,
trade names or logos confusingly similar to those of ABI.



     9.3 All representations of ABI Marks that BT intends to use will first be submitted to one of
the ABI Principal Contacts listed in Exhibit E attached hereto and made a part hereof (which
Principal Contacts may be modified by ABI at any time on written notice to BT) for prior written
approval (which will not be unreasonably withheld) of design, color and other details or will be
exact copies of those used by ABI. In addition, BT shall follow the instructions issued by ABI
from time to time for the purpose of protecting the standards of quality established for the goods
and services sold under ABI Marks. In addition to the foregoing, during the Term, at ABI’s
request, BT shall provide ABI with access to copies of all materials in which the ABI Marks are
used, to verify BT is in compliance with its obligations under this Section 9.



     9.4 BT acknowledges and agrees that the use of ABI Marks as set forth in Section 9.1, and any
review or approval by ABI as set forth in Section 9.3 do not represent the endorsement or approval
by ABI of BT’s marketing, promotion, resale or use of ABI MS or ABI Services, in any form.



10. CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS




     10.1 For the purposes of this Agreement, confidential information of a Party means by way of
example but not limitation: trade secrets, proprietary information, inventions, know-how, technical
information, data, databases, designs, specifications, protocols, manufacturing methods, software,
algorithms, customer lists, business or financial information, or other non-public information,
whether or not any of the foregoing is patentable or copyrightable and whether in written, visual,
oral, electronic or any other form including, without limitation, models, prototypes, tools,
drawings, samples or other material, which is marked as such (“Confidential Information”).
Confidential Information also includes the existence and terms and conditions of this Agreement.
The parties agree that, for the Term of this Agreement and for five (5) years thereafter, each
Party, including contractors, agents and representatives, receiving hereunder any Confidential
Information (thus becoming the receiving Party) of the other Party (thus becoming the disclosing
Party) shall keep such Confidential Information confidential and shall not publish or otherwise
disclose to any third party or use such Confidential Information for any purpose other than as
provided for in this Agreement. Any such Confidential Information




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

12









 








shall be identified at the time of disclosure and, if provided in written form, shall bear an
appropriate legend and, if disclosed orally, shall be submitted in writing to the receiving Party
within thirty (30) days after the oral disclosure. Confidential Information of a disclosing Party
and copies and derivations thereof are and shall be solely owned by the disclosing Party. No
obligation shall be imposed with respect to any information designated “Confidential Information”
that the receiving Party can establish:



          (a) was already known to the receiving party or its Affiliates (other than under an obligation
of confidentiality), at the time of disclosure by the disclosing party and such receiving party has
documentary evidence to that effect;




          (b) was generally available to the public or otherwise part of the public domain at the time
of its disclosure to the receiving party;




          (c) became generally available to the public or otherwise part of the public domain after its
disclosure or development, as the case may be, and other than through any act or omission of a
party in breach of this confidentiality obligation;




          (d) was disclosed to the receiving party or its Affiliates, other than under an obligation of
confidentiality, by a third party who had no obligation to the disclosing party not to disclose
such information to others; or




          (e) is developed by the receiving Party or its Affiliates independently of the disclosure by
the disclosing Party, and such receiving Party has documentary evidence to that effect.




     10.2 Authorized Disclosure and Use.



          (a) Notwithstanding the foregoing Section 10.1, each Party may disclose Confidential
Information belonging to the other Party to the extent such disclosure is reasonably necessary to:




               (i) prosecute or defend litigation, or



               (ii) comply with applicable governmental laws and regulations; provided, however, that in each
case, prior to making such disclosure, the Party that is required to make such disclosure notifies
the other Party of its intended disclosure and use reasonable efforts consistent with such legal
requirements to allow the other Party to take whatever appropriate measures may be taken to
maintain the confidentiality of the Confidential Information including requesting confidential
treatment thereof or a protective order therefor.



          (b) Notwithstanding the foregoing Section 10.2(a), (i) each party shall have the right to use
the other party’s Confidential Information solely for the purpose of carrying out the receiving
party’s responsibilities under this Agreement, and (ii) the receiving Party shall not




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

13









 







use any Confidential Information of the disclosing Party in applying for or securing any
intellectual property rights including patents.




     10.3 Regulatory Filings. Either party may disclose the terms of this Agreement to the
extent required or deemed necessary, in the reasonable opinion of such Party’s legal counsel, to
comply with applicable laws, including without limitation the rules and regulations promulgated by
the United States Securities and Exchange Commission and any exchange or listing requirements.
Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant
to this Section 10.3, the Parties will consult with one another on the terms of this Agreement to
be redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms
hereof in accordance with this Section 10.3, such party agrees, at its own expense, to seek
confidential treatment of portions of this Agreement or such terms, as may be reasonably requested
by the other Party.



     10.4 Public Announcements. Except as otherwise expressly and specifically set forth
in this Agreement, neither Party shall make any press release or other public announcement
concerning any aspect of this Agreement, or make any use of the name of the other Party in
connection with or in consequence of this Agreement, without the prior written consent of the other
Party. In the event such announcement is required or deemed necessary by a Party under applicable
laws or regulations, the Party making such announcement shall use reasonable efforts to notify the
other Party prior to such disclosure.



11. MISCELLANEOUS




     11.1 Notices. All notice, requests, demands and other communications hereunder shall
be in English and shall be given in writing and shall be: (a) personally delivered; (b) sent by
facsimile transmission or other electronic means of transmitting written documents with
confirmation of receipt; or (c) sent to the Parties at their respective addresses indicated herein
by registered or certified mail, return receipt requested and postage prepaid, or by private
overnight mail courier services with confirmation of receipt. The respective addresses to be used
for all such notices, demands or requests are as follows:



     If to BT:


BioTrove, Inc,

12 Gill St., Suite 4000

Woburn, MA 01801

Attn: Legal Department

Phone No.: (781) 721 3600

Fax No.: (781) 721 3601




     If to Applied Biosystems:


Applera Corporation





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

14









 








Applied Biosystems Group

850 Lincoln Centre Drive

Foster City, CA 94404

Attn: Legal Department

Phone No.: (650) 638-5846

Fax No.: (650) 638-6677



If personally delivered, such communication shall be deemed delivered upon actual receipt by the
“attention” addressee or a person authorized to accept for such addressee; if transmitted by
facsimile pursuant to this paragraph, such communication shall be deemed delivered the next
business day after transmission, provided that sender has a transmission confirmation sheet
indicating successful receipt at the receiving facsimile machine; if sent by overnight courier
pursuant to this paragraph, such communication shall be deemed delivered upon receipt by the
“attention” addressee or a person authorized to accept for such addressee; and if sent by mail
pursuant to this Section 11.1, such communication shall be deemed delivered as of the date of
delivery indicated on the receipt issued by the relevant postal service, or, if the addressee fails
or refuses to accept delivery, as of the date of such failure or refusal. Any Party to this
Agreement may change its address for the purposes of this Agreement by giving notice thereof in
accordance with this Section 11.1.




     11.2 Entire Agreement. This Agreement and the Exhibits hereto sets forth the complete
agreement of the Parties concerning the subject matter hereof and supersedes all prior agreements,
understandings, promises and representations with respect to such subject matter, including without
limitation, the Term Sheet for Resellers Agreement for ABI Mass Spectrometers and Service between
the Parties. No claimed oral agreement in respect thereto shall be considered as any part hereof.
No amendment or change in any of the terms hereof subsequent to the execution hereof shall have any
force or effect unless agreed to in writing by duly authorized representatives of the Parties.



     11.3 Waiver. No waiver of any provision, of this Agreement shall be effective unless
in writing. No waiver shall be deemed to be, or shall constitute, a waiver of a breach of any
other provision of this Agreement, whether or not similar, nor shall such waiver constitute a
continuing waiver of such breach unless otherwise expressly provided in such waiver.



     11.4 Severability. Each provision contained in this Agreement is declared to
constitute a separate and distinct covenant and provision and to be severable from all other
separate, distinct covenants and provisions. It is agreed that should any clause, condition or
term, or any part thereof, contained in this Agreement be unenforceable or prohibited by law or by
any present or future legislation then: (a) such clause, condition, term or part thereof, shall be
amended, and is hereby amended, so as to be in compliance therewith the legislation or law; but (b)
if such clause, condition or term, or part thereof, cannot be amended so as to be in compliance
with the legislation or law, then such clause, condition, term or part thereof shall be severed
from this Agreement all the rest of the clauses, terms and conditions or parts thereof contained in
this Agreement shall remain unimpaired.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

15









 






     11.5 Construction. The headings in this Agreement are inserted for convenience only
and shall not constitute a part hereof or affect the interpretation of the Agreement. This
Agreement shall not be construed against either Party. Except where the context otherwise
requires, wherever used, the singular shall include the plural and the word “or” is used in the
inclusive sense.



     11.6 Counterparts/Facsimiles. This Agreement may be executed (including via facsimile
or other reliable electronic means of transmitting signed copies) in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     11.7 Governing Law. This Agreement and any dispute arising out of or in connection
herewith shall be governed by the laws of the state of California, regardless of its or any other
jurisdiction’s choice of law principles.



     11.8 Transferability. Except as provided below, neither party may assign, transfer or
delegate any of the rights or obligations under this Agreement or this Agreement, without the prior
written consent of the other party, except in the event of a merger, consolidation, reorganization
or transfer to an entity that has acquired all or substantially all of the assigning party’s assets
as successor to the business. In the event of the sale or transfer by ABI of all or substantially
all of its assets related to this Agreement to an Affiliate or to a third party, whether by sale,
merger, or change of control, ABI would have the right to assign any or all rights and obligations
contained herein and the Agreement to such Affiliate or third party without the consent of BT and
the Agreement shall be binding upon such acquirer and would remain in full force and effect, at
least until the expiration of the then current Term, unless earlier terminated by BT as provided
for in Section 7. In the event that all or substantially all of BT’s assets are acquired, whether
by sale, merger, or change of control, BT would have the right to assign any or all rights and
obligations contained herein and the Agreement to such Affiliate or third party without the consent
of ABI and the Agreement shall be binding upon such acquirer and would remain in full force and
effect, at least until the expiration of the then current Term, unless earlier terminated by ABI as
provided for in Section 7. Any permitted assignee of either Party shall succeed to all of the
rights and assume all of the obligations of BT or ABI, respectively, under this Agreement.
Notwithstanding the foregoing, if BT is acquired by a competitor to ABI in the mass spectrometer
instrumentation market, ABI reserves the right to terminate this Agreement immediately on written
notice to BT in such an event.



     11.9 Export Controls. This Agreement is subject in all respects to the laws and
regulations of the United States of America, including relevant export control laws or regulations.
Neither Party shall export, re-export, resell, ship, divert, or cause to be exported, re-exported,
resold, shipped, or diverted, directly or indirectly, to any country, person or entity for which
the United States Government or any agency thereof requires governmental approval without first
obtaining such license or approval.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

16









 






     11.10 Force Majeure. Neither Party shall lose any rights hereunder or be liable to
the other Party for damages or losses (except for payment obligations) on account of failure of
performance (other than in connection with payment) by the defaulting Party if the failure is
occasioned by war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts
or orders or restrictions, failure of suppliers, or any other reason where failure to perform is
beyond the reasonable control and not caused by the negligence or intentional conduct or misconduct
of the nonperforming Party, and such Party has exerted all reasonable efforts to avoid or remedy
such force majeure; provided, however, that in no event shall a Party be required to settle any
labor dispute or disturbance.



     11.11 Further Undertakings. Each Party shall duly execute and deliver, or cause to be
duly executed and delivered, such further instruments and do and cause to be done such further acts
and things, including, without limitation, the filing of such assignments, agreements, documents
and instruments, as may be necessary or as the other Party may reasonably request in connection
with this Agreement or to carry out more effectively the provisions and purposes hereof, or to
better assure and confirm unto such other Party its rights and remedies under this Agreement.



     11.12 Conflicts. If there is a conflict between this Agreement and any Exhibit
hereto, the terms and conditions of this Agreement shall apply.



     IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement by their duly
authorized representatives as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	APPLERA CORPORATION, acting 

through its Applied Biosystems Group	 	BIOTROVE	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Laura Lauman 	 	By:
	 	/s/ Can Ozbal 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Laura Lauman 	 	Name:	 	Can Ozbal 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	President, PDM dir. 	 	Title:	 	VP & GM, Rapid Fire 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	6/1/08 	 	Date:	 	6/1//08 	 	 
	 

	 	 
	 	 	 	 	 	 





Approved for Signature

By: KAS

Kent A. Stormer

Date: 6-1-08

Applied Biosystems Legal Department





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

17









 






EXHIBIT A




ABI MS and ABI Service Product and Price List




	 	 	 	 	 	 	 
	 	 	(U.S. Dollars)	 
	API 4000 LC/MS/MS System	 	 	 
	 
	 	 
	WC026992	 	API 4000 LC/MS/MS System, Complete Install Package (for Small Molecule
	 	 	395,000	 
	 	 	Applications) Enhanced high performance triple quadrupole mass spectrometer
system with a mass range of m/z 5 to 3000.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Tuition for one person for an Operator Training Class at an Applied Biosystems
facility (does not include travel and living expenses). This training session
is valid for one year from installation and is not transferable.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Standard parts and labour warranty for one year starting from the completion
of instrument commissioning. One no-charge Preventative Maintenance (PM)
during the one-year warranty period.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Turbo V Source that accepts either the TurboIonSpray Probe or APCI Probe
(1025134)
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	TurboIonSpray Probe (P/N WCO27461)
	 	 	 	 
	 	 	Heated IonSpray probe for use in the Turbo V Source. Accepts flow rates from
5 to 3000 μl/min without splitting. Ideal for quantitation at high
sensitivity and high flow rates.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	APCI Probe (P/N WCO27460)
	 	 	 	 
	 	 	Atmospheric Pressure Chemical Ionization probe for use in the Turbo V Source.
Useful for ionization of small polar and neutral molecules. Accepts flow
rates from 50 to 3000 μl/min.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Analyst 1.5 Software Kit with 2 Licenses (P/N 1032729)
	 	 	 	 
	 	 	Core software for control, data acquisition, and data processing on AB/SCIEX
QqQ and QTRAP® mass spectrometers. Includes 2 licenses: 1 license
for the instrument workstation and 1 processing-only license for an extra
non-instrument PC. Compatible with Windows XP or 2000.
	 	 	 	 







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

18









 







	 	 	 	 	 	 	 
	 	 	(U.S. Dollars)	 
	Includes:	 	T3400 QQQ/Traps with GPIB (P/N 1030762)
	 	 	 	 
	 	 	Dell Precision T3400 Dual Core computer, 2.66GHz processor, 2 GB RAM, 2x320GB
hard drives with RAID 1 configuration, DVD RW (CD RW capable), mouse and
keyboard. The internal video card supports a maximum resolution of 1920x1200
(DVI) and 2048 x 1536 (Analog). The computer is imaged with Windows XP
Professional (licensed with Vista Business), includes drivers for GPIB, ADC,
Digi and Edgeport USB to Serial Expansion box. A PCI GPIB communications
card, used to interface Data Acquisition Workstation with the instrument, is
pre-installed. The Edgeport USB to Serial Expansion Box which is external to
the computer is a component within the Instrument system package, and not
included with this PC. This computer and card are RoHS compliant.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Dell 19” LCD Monitor (P/N 1011572)
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Edgeport USB to Serial Expansion Kit (P/N 1008592)
Required to control more than 2 peripheral devices (i.e. pumps and
autosamplers). Includes Edgeport converter box with 8 port connections, and 1
meter USB cable. Not recommended for use with Windows NT O/S. Requires the
purchase of appropriate peripheral cables.
	 	 	 	 
	 	 	 
	 	 	 	 
	1029120	 	Line Transformer
	 	 	1,000	 
	 	 	One required in areas where line voltage is out of specification (208- 240VAC).
	 	 	 	 
	 	 	 
	 	 	 	 
	API 5000 LC/MS/MS System	 	 	 	 
	 	 	 
	 	 	 	 
	4363754	 	API 5000
LC/MS/MS System, Complete Install Package (for Small Molecule Applications)
	 	 	450,000	 
	 	 	Enhanced high performance triple quadrupole mass spectrometer system with a
mass range of m/z 5 to 1250. Requires minimum of Analyst 1.4.1 Software.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Tuition for one person for an Operator Training Class at an Applied Biosystems
facility (does not include travel and living expenses). This training session
is valid for one year from installation and is not transferable.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Standard parts and labour warranty for one year starting from the completion
of instrument commissioning. One no-charge Preventative Maintenance (PM)
during the one-year warranty period.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Turbo V Source that accepts either the TurboIonSpray Probe or APCI Probe
(1025134)
	 	 	 	 







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

19









 







	 	 	 	 	 	 	 
	 	 	(U.S. Dollars)	 
	Includes:	 	TurboIonSpray Probe (WCO27461)
	 	 	 	 
	 	 	Heated IonSpray probe for use in the Turbo V Source. Accepts flow rates from
5 to 3000 μl/min without splitting. Ideal for quantitation at high
sensitivity and high flow rates.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	APCI Probe (WCO27460)
	 	 	 	 
	 	 	Atmospheric Pressure Chemical Ionization probe for use in the Turbo V Source.
Useful for ionization of small polar and neutral molecules. Accepts flow
rates from 50 to 3000 μl/min.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Analyst 1.5 Software Kit with 2 Licenses (P/N 1032729)
	 	 	 	 
	 	 	Core software for control, data acquisition, and data processing on AB/SCIEX
QqQ and QTRAP® mass spectrometers. Includes 2 licenses: 1 license for the
instrument workstation and 1 processing-only license for an extra
non-instrument PC. Compatible with Windows XP or 2000.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	T3400 QQQ/Traps with GPIB (P/N 1030762)
	 	 	 	 
	 	 	Dell Precision T3400 Dual Core computer, 2.66GHz processor, 2 GB RAM, 2x320GB
hard drives with RAID 1 configuration, DVD RW (CD RW capable), mouse and
keyboard. The internal video card supports a maximum resolution of 1920x1200
(DVI) and 2048 x 1536 (Analog). The computer is imaged with Windows XP
Professional (licensed with Vista Business), includes drivers for GPIB, ADC,
Digi and Edgeport USB to Serial Expansion box. A PCI GPIB communications
card, used to interface Data Acquisition Workstation with the instrument, is
pre-installed. The Edgeport USB to Serial Expansion Box which is external to
the computer is a component within the Instrument system package, and not
included with this PC. This computer and card are RoHS compliant.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Dell 19” LCD Monitor (1011572)
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Edgeport USB to Serial Expansion Kit (1008592)
	 	 	1,000	 
	 	 	Required to control more than 2 peripheral devices (i.e. pumps and
autosamplers). Includes Edgeport converter box with 8 port connections, and 1
meter USB cable. Not recommended for use with Windows NT 0/S. Requires the
purchase of appropriate peripheral cables.
	 	 	 	 
	 	 	 
	 	 	 	 
	1029120	 	Line Transformer
	 	 	 	 
	 	 	Two required in areas where line voltage is out of specification (208- 240VAC).
	 	 	 	 
	 	 	 
	 	 	 	 
	4000 QTRAP LC/MS/MS System	 	 	 	 







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

20









 







	 	 	 	 	 	 	 
	 	 	(U.S. Dollars)	 
	4345261	 	4000 QTRAP System, Complete Install Package (appropriate for small molecule applications)
Enhanced high performance hybrid triple quadrupole/linear ion trap
LC/MS/MS mass spectrometer with a mass range of m/z 5 to 2800.
	 	 	430,000	 
	 	 	 
	 	 	 	 
	Includes:	 	Tuition for one person for an Operator Training Class at an Applied Biosystems facility (does not include travel and living
expenses). This training session is valid for one year from installation and is not transferable.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Standard parts and labour warranty for one year starting from the completion of instrument commissioning. One no-charge
Preventative Maintenance (PM) during the one-year warranty period.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Turbo V Source that accepts either the TurboIonSpray Probe or APCI Probe (1025134)
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	TurboIonSpray Probe (WCO27461)
	 	 	 	 
	 	 	Heated IonSpray probe for use in the Turbo V Source. Accepts flow rates from 5 to 3000 μl/min without splitting. Ideal
for quantitation at high sensitivity and high flow rates.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	APCI Probe (WCO27460)
	 	 	 	 
	 	 	Atmospheric Pressure Chemical Ionization probe for use in the Turbo V Source. Useful for ionization of small polar and
neutral molecules. Accepts flow rates from 50 to 3000 μl/min.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Analyst 1.5 Software Kit with 2 Licenses (P/N 1032729)
	 	 	 	 
	 	 	Core software for control, data acquisition, and data processing on AB/SCIEX QqQ and QTRAP® mass spectrometers. Includes 2
licenses: 1 license for the instrument workstation and 1 processing-only license for an extra non-instrument PC. Compatible
with Windows XP or 2000.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	60-Day Demo CD for LightSightTM
Software (1030981)
	 	 	 	 
	 	 	60-day demo CD for LightSightTM Software. Includes demo software CD and the LightSightTM license key for a
single computer. For full description and requirements, see LightSightTM product description.
	 	 	 	 







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

21









 







	 	 	 	 	 	 	 
	 	 	(U.S. Dollars)	 
	Includes:	 	T3400 QQQ/Traps with GPIB (P/N 1030762)
	 	 	 	 
	 	 	Dell Precision T3400 Dual Core computer, 2.66GHz processor, 2 GB RAM, 2x320GB hard drives with RAID 1 configuration, DVD RW
(CD RW capable), mouse and keyboard. The internal video card supports a maximum resolution of 1920x1200 (DVI) and 2048 x
1536 (Analog). The computer is imaged with Windows XP Professional (licensed with Vista Business), includes drivers for
GPIB, ADC, Digi and Edgeport USB to Serial Expansion box. A PCI GPIB communications card, used to interface Data
Acquisition Workstation with the instrument, is pre-installed. The Edgeport USB to Serial Expansion Box which is external
to the computer is a component within the Instrument system package, and not included with this PC. This computer and card
are RoHS compliant.
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Dell 19” LCD Monitor (1011572)
	 	 	 	 
	 	 	 
	 	 	 	 
	Includes:	 	Edgeport USB to Serial Expansion Kit (1008592)
	 	 	 	 
	 	 	Required to control more than 2 peripheral devices (i.e. pumps and autosamplers). Includes Edgeport converter box with 8
port connections, and 1 meter USB cable. Not recommended for use with Windows NT 0/S. Requires the purchase of appropriate
peripheral cables.
	 	 	 	 
	 	 	 
	 	 	 	 
	1029120	 	Line Transformer
	 	 	1,000	 
	 	 	One required in areas where line voltage is out of specification (208- 240VAC).
	 	 	 	 







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.


22









 






ABI Services performed under its Service Plans




1. BIOASSURANCE PERFORMANCE PLAN



Inclusions:



A. Parts, labor and travel for remedial repair



B. One (1) Planned Maintenance visit for routine maintenance each year designated by Applied
Biosystems for the instrument covered by the Plan.



C. Telephone access to technical support.



D. Priority repair service response time.



E. Access to AB Smart Services remote instrument monitoring



2. PRICE LIST (North America)



A. Price List:




	 	 	 	 	 	 	 	 	 
	AB Instrument	 	Plan Type	 	US List
	API 4000
	 	AB Assurance	 	$	36,960	 
	API 4000 QTRAP
	 	AB Assurance	 	$	38,000	 
	API 5000
	 	AB Assurance	 	 	39,398	 





B. Prices effective as of January 1, 2008.






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

23









 









EXHIBIT B




APPLIED BIOSYSTEMS GENERAL TERMS AND CONDITIONS OF SALE



These General Terms and Conditions of Sale (“Terms”) shall govern all orders for and purchases of
all products (“Product(s)”) that have been originally sold by Applied Biosystems (“ AB”) to
BioTrove, Inc. (“BT”), and that have been resold by to BT to its customers (“Buyer(s)”), including
installation of equipment, unless other terms are specifically designated in writing by AB to apply
to a specific Product, or AB and Buyer have entered into a master purchase agreement or other
written agreement that expressly provides that its terms supersede and replace these Terms with
respect to the products or services covered by the master purchase or other agreement (See Section
9, SOLE TERMS, INCONSISTENCIES, ORDER OF PRECEDENCE).





	 	1.	 	ACCEPTANCE OF ORDERS, DELIVERY, INSTALLATION. Upon AB’s acceptance of a BT
purchase order, AB will use reasonable efforts to ship tangible Product, including
equipment installation if agreed to by AB, subject to the purchase order within a
reasonable time after ordered. If AB has undertaken to install a Product, it is
Buyer’s responsibility, at Buyer’s cost, to have the installation site prepared and
available for installation free of hazardous or unsafe conditions and, unless AB
otherwise agrees, to move the Product, uncrated, from the Buyer’s delivery dock or
receiving location to the table top or other place of installation. Buyer shall not
assign AB personnel to work in biosafety level 3 or level 4 laboratories without prior
written notice to AB and obtaining AB’s prior written consent.
	 
	 	2.	 	CANCELLATION AND DEFERRAL. BUYER MAY NOT CANCEL ANY PURCHASE ORDER. However,
Buyer may defer the shipment date one time for up to sixty (60) days for instruments
and other hardware, by giving written notice to AB at least thirty (30) days before the
scheduled shipment date for instruments and other hardware.
	 
	 	3.	 	REJECTION AND RETURN OF GOODS. Any claims for damaged, missing or defective
Product must be reported in writing by Buyer to BT within fifteen (15) days from the
date of Buyer’s receipt of the Product. In addition, in order for Buyer to return
damaged or defective Product, Buyer must obtain a valid return authorization number
from AB and, upon obtaining such valid return authorization number, Buyer shall
promptly return a rejected Product to AB in accordance with AB’s written instructions.
Any returned Product shall be unused and in a condition no worse than that delivered to
Buyer and in the Product’s original containers and packing material, accompanied by a
valid return authorization number obtained from AB. For any valid claim timely made,
AB, at its option, may repair the Product (or part thereof) or replace the Product (or
part thereof) with an identical or substantially similar Product (or part thereof).
Shipping charges will not be credited. THESE ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES
FOR DAMAGED OR MISSING OR DEFECTIVE





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

24









 








	 		 	PRODUCT. AB may require that Buyer sign and deliver a properly completed
certificate of decontamination prior to returning any Product.
	 
	 	4.	 	LIMITED WARRANTY. AB warrants that the Product, in the form it is sold to
Buyer hereunder, will upon delivery to the common carrier at the dock of AB or its
manufacturer or other designee, be free of defects in materials and workmanship for a
period of one (1) year from the date of such delivery (the “Warranty Period”). Buyer
shall notify BT in writing of a claim for breach of the foregoing warranty (`Warranty
Claim”) within the Warranty Period. If Buyer makes a Warranty Claim within the
Warranty Period, AB shall have the right to request that Buyer return to AB the
allegedly defective Product or part thereof, AB may visit Buyer’s site where the
allegedly defective Product or part thereof is located, or AB may require Buyer to
provide AB with documentation, in each case in order to verify the Warranty Claim. For
clarity, all Warranty Claims shall be made by Buyer to BT and not to AB within the
Warranty Period. Buyer acknowledges and agrees that (i) any Warranty Claims made by
Buyer following the end of the Warranty Period are hereby forfeited and AB shall have
no responsibility or liability with respect thereto, and (ii) the Warranty provided for
in this Paragraph 4 is limited to Buyer and is not assignable or transferable. Buyer’s
sole and exclusive remedies with respect to Product not meeting the foregoing warranty
are as set forth in Paragraph 3 above. AB’s warranty does not and shall not cover, and
AB has no obligation to replace or repair Product (or part thereof), which is damaged
by BT, Buyer or any other party or is serviced, maintained or repaired by any person or
entity other than AB or its designee, nor shall AB’s warranty cover, and AB has no
obligation to replace or repair any Product (or part thereof), if there is a defect or
failure or other performance or non-performance related issue that arises out of or is
caused by the operation, handling, storage or use of the Product (including any
software associated therewith) other than in accordance with AB’s written instructions.
Any written description of a Product is for the sole purpose of identifying Product,
and any such description is not part of any contract between AB and Buyer and does not
constitute a warranty that Product shall conform to that description. No affirmation
of fact or promise made by AB or BT shall constitute a warranty that Product will
conform to the affirmation or promise. Unless otherwise specified in writing in
documentation shipped with Product or otherwise agreed by AB in writing, AB does not
provide service or support for custom products or other products made to Buyers
specifications. THE WARRANTY IDENTIFIED IN THE FIRST SENTENCE OF THIS PARAGRAPH ARE
AB’S SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO PRODUCT AND ARE IN LIEU OF ALL OTHER
WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, ALL OF WHICH OTHER WARRANTIES ARE EXPRESSLY
DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.


25









 






	 	 	 	PURPOSE, NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY
PRODUCT (INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF INACCURATE, INVALID OR
INCOMPLETE RESULTS), WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A
COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE.
	 
	 	5.	 	INDEMNIFICATION BY BUYER FOR BUYER’S MODIFICATIONS OR SPECIFICATIONS. If Buyer
modifies any Product or furnishes AB with specifications or designs or requests for
specific labeling or branding, Buyer agrees to defend, indemnify and hold AB harmless
from and against all liabilities, losses, damages, costs, expenses and claims
(including without limitation attorney’s fees and costs or litigation regardless of
outcome) arising from or based upon Buyer’s modifications or AB’s manufacture and/or
sale of Product or other performance in compliance with such specifications or designs
or requests for labeling or branding.
	 
	 	6.	 	COMPLIANCE WITH LAWS, USE OF PRODUCT, VALIDATION. Without limiting the
generality of the paragraph above entitled “LIMITED WARRANTY,” unless otherwise
expressly stated in writing by AB, no claim or representation is made or intended (i)
as to any clinical use of any Product (whether diagnostic, prognostic, therapeutic,
blood banking or any other clinical use), (ii) that any Product has been cleared,
approved, registered or otherwise qualified (collectively, “Approval”) by AB with any
regulatory agency for use in any clinical procedure or for other use requiring
compliance with any federal, state, provincial, European or any other governmental
agency or regulatory body regulating diagnostic, therapeutic, blood or other clinical
products, medical devices or similar products (collectively, “Regulatory Laws”), (iii)
that any Product will satisfy the requirements of any governmental body or other
organization, including, but not limited to, the United States Food and Drug
Administration or the International Organization for Standardization, or (iv) that any
Product or its performance is suitable or has been validated for any specific use or
application. Product should not be used for any purpose that would require Approval
unless proper Approval is obtained, or, in the case of use in diagnostic laboratory
systems and then only to the extent permitted by law, the laboratory has validated its
complete system as required by the Clinical Laboratory Improvements Act of 1988, as
amended, in the United States or equivalents in other countries. Buyer agrees that if
it elects to use Product for a purpose that would subject Buyer, its customers or any
Product to the jurisdiction of Regulatory Laws or other applicable law, Buyer shall be
solely responsible for obtaining any required Approvals or other approvals and
otherwise ensuring that its use of any Product complies with such laws. Unless
otherwise expressly stated in writing, Products have not been tested by or for AB for
any particular use or purpose, or for safety or efficacy. Buyer agrees that it is
Buyer’s responsibility,





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

26









 







	 	 	 	and not AB’s, to validate the performance of Products for any specific use or
application and to ensure that Products meet applicable regulatory, certification,
validation or its other requirements, since the use and performance characteristics
of Products have not been validated by AB for any specific use or application,
except as may be otherwise expressly set forth by AB in writing. Product should be
used in strict accordance with applicable instructions, warnings and other
information in user manuals and other Product documentation.
	 
	 	7.	 	FORCE MAJEURE. AB shall not be liable for any delay or failure of performance,
including without limitation failure to deliver or failure to install, where such delay
or failure arises or results from any cause beyond AB’s reasonable control, including
but not limited to, flood, fire, explosion, natural catastrophe, military operations,
blockade, sabotage, revolution, riot, civil commotion, war or civil war, plant
breakdown, computer or other equipment failure, unusually severe weather, earthquake or
other act of God, power loss or reduction, strike, lock-out, boycott or other labor
disputes of any kind (whether relating to its own employees or others), embargo,
governmental regulation or an inability or delay in obtaining materials. In the event
of any such delay or failure of performance, AB shall have such additional time within
which to perform its obligations hereunder as may be reasonably necessary under the
circumstances; and AB shall also have the right, to the extent necessary in AB’s
reasonable judgment, to apportion Product then available for delivery fairly among its
various customers in such manner as AB may consider equitable.
	 
	 	8.	 	LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT
SHALL AB BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY,
OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES SUSTAINED BY BUYER OR ANY OTHER
PERSON OR ENTITY ARISING OUT OF OR CAUSED BY PRODUCT, AB’S PERFORMANCE OR FAILURE TO
PERFORM ITS OBLIGATIONS RELATING TO THE PURCHASE OF PRODUCT OR PERFORMANCE OF ANY
SERVICES, AB’S BREACH OF THESE TERMS, THE POSSESSION OR USE OF ANY PRODUCT, OR THE
PERFORMANCE BY AB OF ANY SERVICES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT AB IS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES
ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL, OR BUSINESS OR
OTHER FINANCIAL LOSS.
	 
	 	9.	 	SOLE TERMS; INCONSISTENCIES; ORDER OF PRECEDENCE. These Terms, together with
any applicable label license or patent statement or other





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

27









 







	 	 	 	written conditions of use, any other terms and conditions expressly agreed to in
writing by an authorized representative of AB (collectively, “AB’s, Terms”), and
Buyer’s statement on its purchase order (if accepted in writing by AB) of the name
or identity of the Product(s) purchased, quantity, delivery date, bill to and ship
to address and, if accurate, price (and only such information on Buyer’s purchase
order), constitute the complete, exclusive and entire agreement between AB and Buyer
with respect to purchases of Product (unless other terms and conditions are
expressly designated to be applicable by AB in writing), and AB’s offer to sell
Product is expressly limited to such terms. Such terms shall take precedence over
and supersede and replace all prior or contemporaneous understandings or agreements,
written or oral, and any of Buyer’s additional or different terms and conditions,
which are hereby rejected and shall be void. Buyer’s submission of a purchase order
or other instrument for or regarding the purchase of Product, shall be deemed
acceptance of and agreement to AB’s Terms to the exclusion of any other terms and
conditions appearing in or referenced in such purchase order (except the name or
identity of products purchased, quantity, delivery date, bill to and ship to address
and, if accurate, price) or other instrument, which are hereby deemed to be material
alterations and notice of objection to which is hereby given, notwithstanding
anything contained to the contrary in Buyer’s purchase order or other instrument or
elsewhere. Any acceptance by AB of any offer of Buyer is expressly conditioned on
Buyer’s assent to and acceptance of AB’s Terms to the extent they are additional or
different terms from those of Buyer’s offer. Except as otherwise provided in these
Terms, in the event of an inconsistency between these Terms and the terms appearing
in any other agreement signed by an authorized representative of AB, the terms
appearing in such other agreement shall supersede and take precedence over the
inconsistent provision(s) of these Terms, and all other provisions of these Terms
shall remain in full force and effect.
	 
	 	10.	 	NO IMPLIED RIGHTS. Nothing in these Terms shall be deemed or construed (i) as
a license or grant of any intellectual property rights, whether express, implied, by
estoppel or otherwise; (ii) to limit AB’s rights to enforce its patent or other
intellectual property rights, including, without limitation, as to use of any Product
beyond that granted under any patent or other intellectual property label license or
statement applicable to the Product; (iii) as granting Buyer any right to be supplied
with any Product or component thereof beyond those ordered by Buyer and supplied by AB
in accordance with these Terms; or (iv) as a license or grant of any right to buyer to
manufacture or to have manufactured any Product.
	 
	 	11.	 	CHOICE OF LAW. Any contract between AB and Buyer relating to Product,
including these Terms, and any disputes relating thereto, shall be governed by and
construed in accordance with the laws of the State of California, U.S.A., excluding
both its and any other jurisdiction’s choice of law provisions and the United Nations
Convention on Contracts for the International Sale of Goods.





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

28









 







	 	12.	 	EXPORT CONTROLS. Buyer agrees that it will not export or transfer Product for
re-export in violation of any United States laws or the laws of any other jurisdiction,
or to any denied or prohibited person, entity, or embargoed country in violation of
such laws.
	 
	 	13.	 	ANALYST SOFTWARE LICENSE. Buyer understands and agrees that Product includes
AB’s proprietary Analyst software and, by signing these Terms, Buyer hereby agrees to
all of the terms and conditions of the Software License Agreement for Applied
Biosystems/MDS Sciex
Analyst®
[1.4] Software (the “Software License”), a copy of which
is attached hereto as Attachment 1 and made a part hereof. Among other things, Buyer
further agrees that the Software License is a limited license that is personal to
Buyer, and Buyer may not and shall not transfer, assign or sublicense the Software
License to any third party, even if such third party purchases Product, and any third
party purchaser would be required to obtain a separate Software License from AB.
	 
	 	14.	 	MISCELLANEOUS. No amendment of these Terms or modification thereof shall be
binding unless in writing and signed by a duly authorized representative of both AB and
Buyer. AB’s failure to exercise any rights hereunder shall not constitute or be deemed
a waiver or forfeiture of such rights or any other rights hereunder. Headings are
included herein for convenience of reference only and shall not constitute a part of
these Terms for any other purpose. If any provision of these Terms shall be held to be
invalid or unenforceable for any reason, such provisions shall, to the extent of such
invalidity or enforceability, be severed without in any way affecting the remainder of
such provision or any other provision thereof, all of which shall continue in full
force and effect.





	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	APPLERA CORPORATION	 	[BUYER]	 	 
	 
	 	 	 	 	 	 	 	 
	THROUGH ITS
APPLIED BIOSYSTEMS GROUP	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print
Name:

	 	 	 	Print
Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

29









 







ATTACHMENT 1




SOFTWARE LICENSE AGREEMENT FOR

Applied Biosystems/MDS SCIEX

ANALYST® 1.4 Software



IMPORTANT: THIS IS AN AGREEMENT BETWEEN YOU AND APPLIED BIOSYSTEMS/MDS SCIEX INSTRUMENTS. PLEASE
READ IT CAREFULLY BEFORE INSTALLING THE SOFTWARE.



BY PROCEEDING WITH THE INSTALLATION, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT SELECT ACCEPT OR PROCEED WITH THE
INSTALLATION. RETURN IT, ALONG WITH ALL OTHER ASSOCIATED ITEMS (INCLUDING SHIPPING CONTAINER AND
OTHER CONTENTS WHICH FORM PART OF THE PRODUCT) WITHIN TEN (10) DAYS TO APPLIED BIOSYSTEMS/MDS SCIEX



“Software” includes all Analyst software components and manuals, including version 1.4 and any
previous versions of Analyst Software. “Computer” refers to a computer system used for data
processing or data acquisition and may contain one or more CPU’s. Instrument refers to an Applied
Biosystems/MDS Sciex LC/MS or LC/MS/MS system.





	1.	 	AB/MDS SCIEX grants you a non-transferable and non-exclusive right to use the Software solely
in object code format and solely for your own internal business. The Software may be
installed on one or more Computers for the purposes of data acquisition or data processing,
according to the following conditions:






	 	a)	 	The Software may be installed on the Computer physically connected to and
controlling the Instrument for the purpose of data acquisition
	 
	 	b)	 	OR the software may be installed on one Computer for the purpose of processing
data
	 
	 	c)	 	OR the software may be installed on more than one Computer for the purposes of
making the Software available to occasional users for processing data. It is your
responsibility to ensure that the Software in use at processing stations concurrently
does not exceed the number of available licenses.
	 
	 	d)	 	OR the software may be distributed for use, i.e. “published”, in a network
environment using presentation server software. It is your responsibility to ensure
that the Software in use at processing stations concurrently does not exceed the number
of available licenses.





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

30









 













	2.	 	A separate license is required for use of the Software on any additional Computer except on a
temporary basis during a malfunction of the Computer that renders the Software inoperable.
	 
	3.	 	You may make copies of the Software for back up purposes, for archive purposes, or for
internal distribution purposes, but no more than two such copies shall exist per license at
any one time and such copies shall be used only as permitted herein. You will maintain
records of the number and location of all such copies. All such copies shall prominently
include the Applied Biosystems/MDS SCIEX proprietary and copyright notice: “Copyright (c)
1999, 2000, 2001, 2002, 2003 by Applied Biosystems/MDS SCIEX Instruments. All Right Reserved.
This Software is proprietary to Applied Biosystems/ MDS SCIEX Instruments”, or other such
reasonable notice as Applied Biosystems/MDS SCIEX may specify.
	 
	4.	 	You shall not provide or otherwise make available the Software in any form to any third party
(except for your employees or agents directly concerned with your licensed use of the
Software). You must not assign this Agreement or transfer, lease, export or grant a
sublicense of the Software or the license contained herein to any other party except as and
when authorized to do so by Applied Biosystems/MDS SCIEX in writing. In addition, you must
not reverse engineer, decompile or disassemble the Software.
	 
	5.	 	You may modify the Software or merge the Software into other program material, but on
discontinuance of this license the Software will be completely removed from the modified
Software or other program material and dealt with as if permission to modify or merge had not
been granted. Any portion of the Software included in such modified Software or other program
material will continue to be subject to the terms of this agreement.
	 
	6.	 	The Software is the property of Applied Biosystems/MDS SCIEX and no title to or ownership of
the Software is transferred to you, and all copies of the Software are and shall be the
property of Applied Biosystems/MDS SCIEX.
	 
	7.	 	THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE.
	 
	8.	 	IN NO EVENT SHALL APPLIED BIOSYSTEMS/MDS SCIEX BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS
OF PROFITS, LOSS OF BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, OTHER SIMILAR
ECONOMIC LOSS OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE
POSSIBILITY THEREOF.





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

31









 







	9.	 	This agreement shall remain in force until terminated as follows. You may terminate this
agreement upon one month prior written notice. Applied Biosystems/MDS SCIEX may immediately
terminate this agreement if you fail to comply with any of the terms and conditions hereof.
Upon termination you shall immediately return or destroy the Software and shall within one
month from such termination furnish to Applied Biosystems/MDS SCIEX a signed certificate
certifying that, through your best efforts and to the best of your knowledge, the original and
all copies of the Software have been returned or destroyed.
	 
	10.	 	For U.S. Government End Users. If the Software is being acquired on behalf of any unit or
agency of the United States Government (“Government”), the following provisions apply. The
Government agrees that:






	 	a)	 	if the Software is supplied to the Department of Defense (DoD), the Software is
classified as “Commercial Computer Software” and the Government is acquiring only
“restricted rights” in the Software and its documentation as that term is defined in
Clause 252.227-7013(c)(1) of the DFARS; and
	 
	 	b)	 	if the Software is supplied to any unit or agency of the Government other than
DoD, the Government’s rights in the Software and its documentation will be as defined
in Clause 52 227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d)
of the NASA Supplement to the FAR.






	11.	 	This License Agreement shall be governed by the laws of the Province of Ontario, Canada.
	 
	12.	 	If and to the extent that any court of competent jurisdiction holds any part of this
Agreement to be invalid or unenforceable, such holding shall in no way affect the validity of
the remainder of this Agreement.





D1000036793 1/2





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

32









 









EXHIBIT C




APPLIED BIOSYSTEMS PERFORMANCE AGREEMENT TERMS AND CONDITIONS





	 	1.	 	These Performance Agreement Terms and Conditions shall govern the provision of
all services by Applied Biosystems (herein called “AB”) to customers of BioTrove, Inc.
(“BT”) under Performance Plans and other agreements for services relating to
instruments and other equipment that have been originally sold by AB
to BT, and that
have been resold by BT to its customers (“Customer(s)”), including the maintenance,
repair, installation, relocation or servicing of such instruments and other equipment,
and sets forth the agreement between AB and Customer regarding the performance of such
services, unless other terms are specifically designated in writing by AB to apply to a
specific service pursuant to Section 19 below.
	 
	 	2.	 	Services under all Performance Plans are provided during normal working hours
(Monday through Friday, 8:00 AM to 5:00 PM Pacific Standard Time, excluding holidays).
Telephone support hours are 8:00 AM to 5:00 PM Pacific Standard Time, excluding
holidays. Planned maintenance (“Planned Maintenance”) will be performed in accordance
with AB’s Planned Maintenance procedures and checklist for the instrument or component
being serviced.
	 
	 	3.	 	The decision to repair or replace any parts of the instrument will be made by
AB on the basis of which approach will provide the Customer with the best service.
Parts and components replaced or otherwise utilized in the repair of the instrument may
be either new or refurbished at the discretion of AB.
	 
	 	4.	 	AB will use reasonable efforts under the circumstances to provide service as
quickly as possible. The service will be scheduled at a time mutually agreed upon by
AB and the Customer.
	 
	 	5.	 	AB warrants that it will provide its services at least in accordance with
generally accepted standards prevailing in the instrument repair industry at the time
and place performed. Warranty claims must be made within ninety (90) days after
services are performed. AB MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
OR MERCHANTABILITY WITH RESPECT TO ITS SERVICES, WHICH WARRANTIES ARE EXPRESSLY
DISCLAIMED. AB’S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF
WARRANTY IS RE-PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE
FEE PAID BY THE CUSTOMER FOR THE DEFECTIVE





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

33









 







	 	 	 	SERVICES AT AB OPTION. THESE ARE BT’S AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES
FOR ANY BREACH OF WARRANTY.
	 
	 	6.	 	Performance Plans do not cover replacement of parts, costs, repairs or
adjustments due to defects caused by or repairs necessitated by acts of nature, misuse,
damage not caused by AB, carelessness or unauthorized changes to the instrument made by
BT or the Customer, or any of BT’s or Customer’s employees, agents or an unauthorized
contractor, or intrusive activity, including without limitation computer viruses,
hackers or other unauthorized interactions with instrument or software that
detrimentally affects normal operations. Performance Plans also do not cover repair or
replacement of parts that are radioactive or contaminated with biological, toxic or
other dangerous materials or substances.
	 
	 	7.	 	Performance Plans do not cover costs, repairs, or adjustments made necessary by
connection of the instrument to electrical services or other utilities not in
accordance with the installation requirements for the instrument, or by any
interruption or surge in voltage (see Instruction Manual for specifications).
	 
	 	8.	 	Unless otherwise expressly stated by AB in writing or under the terms of the
purchased Performance Plan, the initial term of a Performance Plan and this Agreement
is the one (1) year period of the Performance Plan purchased by the Customer,
commencing on the date designated by AB in its quotation or otherwise specified to
Customer. A Performance Plan and this Agreement may be terminated by either party upon
at least thirty (30) days written notice to the other party. Termination will be
effective thirty (30) days after the receipt of such notice, or at a later date if one
is so specified in the notice (“Termination Date”). Termination cannot be made
effective prior to thirty (30) days after notice is received. AB will cease
performance under this Agreement and underlying Performance Plan on the Termination
Date unless the Customer specifies a separate, earlier date in writing (“Cessation
Date”). In that event, AB will cease performance under this Agreement and underlying
Performance Plan on such Cessation Date. No refunds or credits will be made on account
of the early termination of any Performance Plan or other agreement for services.
	 
	 	9.	 	IN NO EVENT SHALL AB BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT,
WARRANTY OR UNDER ANY STATUTE OR ON ANY OTHER BASIS, FOR SPECIAL, INDIRECT, INCIDENTAL,
MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
PERFORMANCE OR FAILURE TO PERFORM SERVICES OR OTHERWISE, EVEN IF AB IS ADVISED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; AND IN NO EVENT SHALL AB BE LIABLE FOR ANY
LOSS OR INJURY THAT IS THE RESULT OF INSTRUMENT OR PRODUCT





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

34









 







	 	 	 	ERROR OR THE FAILURE OF AN INSTRUMENT OR OTHER PRODUCT TO PERFORM IN ACCORDANCE WITH
ITS SPECIFICATIONS. WITHOUT LIMITING THE FOREGOING. AB’s total cumulative
liability in connection with this Performance Agreement and any underlying
performance plan, including without limitation SERVICES RENDERED thereunder, in
contract, tort, WARRANTY or otherwise, will not exceed the amount of fees paid to AB
for the underlying performance plan.
	 
	 	10.	 	Parts in contact with any liquid are considered wetted and may be deemed user
replaceable and not covered by any Performance Plan, including, but not limited to
seals, filters, gaskets, etc.
	 
	 	11.	 	Use of any non-AB’s parts or reagents that deposit or cause to be deposited
residual matter in the instrument flow path or that otherwise interrupt the flow path
that are reasonably determined by AB to have caused instrument failure will require
remedial repairs of the effected parts to be completed outside a Performance Plan at
AB’s then prevailing rates for billable service.
	 
	 	12.	 	Ancillary equipment not manufactured by AB, such as third party computers, may
be excluded from any Performance Plan, at AB’s discretion. AB will pass on to the
Customer any manufacturer’s warranty of any such ancillary
equipment, to the extent
permitted by the manufacturer.
	 
	 	13.	 	AB makes no representation whatsoever that services under any Performance Plan
or this Agreement satisfy or will satisfy any requirements of any governmental body or
other organization, including, but not limited to, any requirement of the United States
Food and Drug Administration or the International Organization for Standardization.
Customer agrees that it is the Customer’s responsibility to ensure that such services
are adequate to meet its regulation/certification requirements and that all
requirements of any governmental body or other organization,
including, but not
limited to, any requirement of the United States Food and Drug Administration or the
International Organization for Standardization are the responsibility of Customer.
	 
	 	14.	 	Neither this Performance Agreement nor any Performance Plan is assignable or
otherwise transferable by Customer. Any assignment or transfer or attempt to assign or
to transfer by Customer shall be void.
	 
	 	15.	 	AB may require a completed Certificate of Decontamination, or transfer of an
instrument to a suitable safe and secure location, as a condition to servicing any
instrument. Customer warrants that any instrument or component to be
serviced will be
fully decontaminated of radioactive, biological, toxic or other dangerous





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

35









 







	 	 	 	materials or substances prior to servicing so that the service technician will not
be exposed to any such materials.
	 
	 	16.	 	Performance Plans do not include customer training or services related to the
relocation of instruments unless otherwise specifically stated in writing by AB in any
particular case.
	 
	 	17.	 	Neither party shall be liable for delays in performance or nonperformance in
whole or in part, or for loss, injury, delay, expenses, damages or other casualty
suffered or incurred on account of or due to, any causes that are beyond its reasonable
control, such as, without limiting the generality of the foregoing, acts of God,
fires, strikes, trade disputes, riots, embargos, earthquakes, storms, acts of the
government, power losses or shortages, or inability to obtain parts or supplies,
provided that the foregoing shall not apply to any obligation to pay money due.
	 
	 	18.	 	This Performance Agreement, together with AB’s quotation regarding the
Performance Plan(s) or other services subject to these terms and conditions, and AB’s
description of the services provided under the Performance Plan purchased by the
Customer (collectively, “AB’s Terms”), represents the entire agreement between the
parties with respect to the subject matter herein and supersedes and entirely replaces
(i) any previous agreements between the parties with respect to the subject matter
herein and (ii) any pre-printed, standard or other terms set forth in customer
purchase order or any other document not signed by an authorized
representative of AB,
which are hereby rejected and shall be void. Customer’s submission of a purchase order
or other instrument regarding the purchase of a Performance Plan in response to AB’s
quotation or any other AB document that includes or incorporates
these terms shall be
deemed acceptance of these terms to the exclusion of any other terms and conditions
appearing in or referenced in such purchase order or other instrument, which are hereby
deemed to be material alterations and notice of objection to which is
hereby given,
notwithstanding anything contained to the contrary in such purchase order or other
instrument or elsewhere. Any acceptance by AB of any offer of Customer is expressly
conditioned on Customer’s assent to and acceptance of AB’s Terms to the extent they are
additional or different terms. Except as otherwise provided in these terms, in the
event of an inconsistency between these terms and the terms appearing on AB’s quotation
or other agreement signed by an authorized representative of AB, the terms appearing on
AB’s quotation or such other agreement shall supersede and take precedence over the
inconsistent provision(s) of these terms, and all other provisions of these terms shall
remain in full force and effect.
	 
	 	19.	 	No amendment of these terms or modification thereof shall be binding unless in
writing and signed by a duly authorized representative of both AB and Customer. AB’s
failure to exercise any rights hereunder shall not constitute or he deemed a





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

36









 







	 	 	 	waiver or forfeiture of such rights or any other rights hereunder. Headings are
included herein for convenience of reference only and shall not constitute a part of
these terms for any other purpose. If any provision of these terms shall be held to
be invalid or unenforceable for any reason, such provisions shall, to the extent of
such invalidity or enforceability, be severed without in any way affecting the
remainder of such provision or any other provision thereof, all of which shall
continue in full force and effect. No additions or modifications to this
Performance Agreement shall be valid unless specifically agreed to in writing by
both parties. This Performance Agreement and any underlying Performance Plan shall
be governed by the laws of the State of California, exclusive of its or any other
jurisdiction’s conflict of laws rules.





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

37









 












TERMS OF INDIVIDUAL PERFORMANCE PLANS




Applied Biosystems Performance Agreement Terms and Conditions set forth above are incorporated into
and are an integral part of each of the Plans listed below.



1. BIOASSURANCE PERFORMANCE PLAN




Inclusions:



A. Parts, labor and travel for remedial repair and the one Planned Maintenance visit(s) each year
designated by Applied Biosystems for the instrument covered by the Plan.



B. Telephone access to technical support.



C. Priority repair service response time.



	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	APPLERA CORPORATION	 	[CUSTOMER]	 	 
	 
	 	 	 	 	 	 	 	 
	THROUGH ITS
APPLIED BIOSYSTEMS GROUP	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print
Name:

	 	 	 	Print
Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

38









 







EXHIBIT D




ABI MS Specifications




API 4000 LC/MS/MS System — Sole Source Specifications




Description: [***].




[***]




[***]



A [***] to [***]. [***] the [***] and [***] as [***], but [***] an [***] whose [***] and
[***] are
[***]. [***] at [***].




	 	 	 
	[***]:

	 	+/- [***].
	 
	 	 
	[***]:

	 	[***] to [***].
	 
	 	 
	[***]:

	 	[***]
	 
	 	 
	[***]:

	 	Zero [***]
	 
	 	 
	[***]

	 	[***]
	 
	 	 
	[***]:

	 	Zero [***]
	 
	 	 
	[***]:

	 	Up to [***]
	 
	 	 
	[***]

	 	one [***]
	 
	 	 
	[***]

	 	All the [***] are [***].





[***]




[***]. [***].




	 	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	[***]
	 
	 	 
	[***]:

	 	[***]
	 
	 	 
	[***]:

	 	[***]







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

39









 







	 	 	 
	[***]:

	 	[***] to [***]
	 
	 	 
	[***]:

	 	[***] to [***]
	 
	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	All [***] are [***].
	 
	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	[***] for [***].
	 
	 	 
	[***]
	 	 
	 
	 	 
	[***]:

	 	All [***] can be [***] and can be [***].
	 
	 	 
	[***]:

	 	[***] to [***] the [***] to [***].
	 
	 	 
	[***]:

	 	All [***] are [***] to [***] of [***].
	 
	 	 
	[***]
	 	 






     [***]


The [***] of a [***] by a [***]. A [***] is placed between the [***] and the [***] to [***] the
[***]. A [***] and [***] the [***] and is used for [***]. The [***] is also a [***].




     [***]


[***] to [***] with [***] and [***] for maintaining [***] and [***]. [***] of [***], [***] and
[***] of [***] or [***].




     [***]


[***]. [***] with [***] and [***].




     [***]


[***] operated in the [***] and capable of [***] between [***] and [***]. The [***] is [***].




     [***]


[***] with [***] ([***] may be [***] as it is [***]).





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

40









 










	 	 	 	[***]




[***] and [***] a [***] for [***] and [***]. [***]:





	 	•	 	Rapid [***]
	 
	 	•	 	Alternate [***] capability for [***] and [***] from a [***]
	 
	 	•	 	[***] for [***]
	 
	 	•	 	[***] and [***]
	 
	 	•	 	[***] of [***] from a [***] ([***] and [***])
	 
	 	•	 	Fully [***]
	 
	 	•	 	Completely [***] and [***] capabilities
	 
	 	•	 	Compatible with [***] all [***] available [***] and [***]
	 
	 	•	 	Easy, [***]. Compatible with [***]: [***].
	 
	 	•	 	[***] and [***] to [***] such as [***], [***], [***], [***].
	 
	 	•	 	[***] and [***] between [***]
	 
	 	•	 	[***] of [***] and [***] to [***] and [***]
	 
	 	•	 	[***] for [***] of the [***]





[***]





	 	 	 	[***]




[***] to [***] in [***] and [***]





	 	 	 	[***]





[***]





	 	 	 	[***]




The [***] will be able to [***] from [***] to [***] in [***] and [***] to [***] in another [***].
The [***] will be able to do this in a [***] the [***] and [***] to [***].





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

41









 









     [***]



[***] to [***].




     [***]



[***] over [***] with [***] and [***] has [***] and [***].




     [***]


All [***] in the [***] of the [***] of [***] will [***] without [***] to [***] or [***] with [***].
This shall be [***] by [***] a [***] of [***] to [***] and [***] of [***] at [***] in [***]
([***]).



A [***] be [***] between the [***] of the [***] at [***] from the [***] of [***] at [***]. This
[***] shall be [***] when [***] a [***] of [***] of [***] at [***], with [***] to [***] all [***]
of the [***].




     [***]


When [***] of [***] at [***], the [***] of all [***] ([***] the [***]) of the [***] will be [***]
to or [***] than the [***] ([***] and [***]) but without [***]. [***] be [***] at [***] ([***]).




     [***]


The [***] using the [***] in [***] on the [***] of [***] through a [***] at a [***] of [***] ([***]
and [***]), [***] ([***]), [***] ([***]), [***] and [***] on ([***] and [***]) will be greater than
[***] ([***]) with the [***] less than [***].



The [***] the [***] in [***] on the [***] to [***] of [***] of a [***] of [***] at a [***] of
[***]
([***] and [***]), [***] ([***]), [***] ([***] at [***]), [***] and [***] on ([***] and [***]) will
be greater than [***] ([***]) with the [***] less than [***].



The [***] the [***] in [***] on the [***] to [***] on [***] of [***] of a [***] of [***] at a
[***]
of [***] ([***] and [***]), [***] ([***]), [***] ([***] at [***]), [***] and [***], will be [***]
([***]) with the [***] less than [***].



The [***]-to-[***] using the [***] in [***] on the [***] on [***] of [***] ([***] of a [***]) of
[***] at a [***] of [***] ([***] and [***]), [***] ([***]), [***] ([***] at [***]), [***] and
[***], will be [***]. The [***]-to-[***] will be calculated [***] the [***] of the [***].



[***] of [***] will produce a [***] ([***]) with a [***] at least [***] the [***].





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

42









 









     [***]


The [***] of [***] ([***]) will be determined to an [***] of [***] introduced through the [***] in
[***].




[***]




     [***]


The [***] is [***] by [***] by [***].




     [***]


The [***] weighs approximately [***], [***] the [***] and the [***].




     [***]


Two [***] to [***], [***] with two [***] are [***] to [***] the [***].




     [***]


High [***] at [***] ([***] of [***]) is used for the [***]. [***] is used for the [***]. [***] is
[***] at [***]. [***], [***] ([***]) at [***] is used for the [***] ([***] of [***]).




     [***]


A [***] is [***] to remove [***] and [***] from the [***].




     [***]


To ensure the [***] for the [***], the [***] must be maintained [***] and [***] ([***] to [***])
[***] ([***]) with a [***] of [***] and [***]. The [***] is [***] ([***]) for the [***], [***] and
[***] from the [***] or [***].





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

43









 









API 5000TM LC/MS/MS System — Sole Source Specifications




Description: [***].




[***]




     [***]


The [***] is an advanced [***] ([***]) [***] and [***] ([***]) [***]. The [***] features [***] for
[***] and [***] for [***]:




	 	 	 
	[***]:

	 	[***] and [***]. Each [***] is [***] for [***] by the [***] of the
[***].
	 
	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	[***], [***] with [***].
	 
	 	 
	[***]:

	 	Two [***] one [***] and one [***] for best [***].
	 
	 	 
	[***]:

	 	Easy [***] in [***]. The [***] can be [***] from the [***] without
[***] and be [***] with a [***] one in [***] than [***].
	 
	 	 
	[***]:

	 	[***] fully [***] to [***] of [***].
	 
	 	 
	[***]:

	 	Fully [***]. All [***] and [***] to the [***] are [***] the [***]
is [***] from the [***].
	 
	 	 
	[***]
	 	 







A [***] compatible with the [***]. When [***] in the [***], the [***] a [***] of [***] in
the [***], [***] for [***].



	 	 	 
	[***]:

	 	From [***] to [***], [***] selectable.
	 
	 	 
	[***]:

	 	From [***] to [***], without [***].
	 
	 	 
	[***]:

	 	From [***] to [***], with [***].
	 
	 	 
	[***]:

	 	From [***] to [***] ([***]), [***] selectable. [***] or [***].
	 
	 	 
	[***]:

	 	From [***] to [***] and from [***] to [***], [***]. [***] or [***].







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

44









 







	 	 	 
	[***]:

	 	[***] and [***].
	 
	 	 
	[***]:

	 	[***] for [***] by [***].
	 
	 	 
	[***]:

	 	All [***] except [***] positioning are under [***].






[***] for [***]





A [***] compatible with the [***]. When inserted in the [***], the [***] via [***] a [***],
[***] for optimum [***] and reduced [***]. [***] in [***] is achieved at the [***] of the
[***] by a [***].



	 	 	 
	[***]:

	 	From [***] to [***], [***].
	 
	 	 
	[***]:

	 	From [***] to [***], without [***].
	 
	 	 
	[***]:

	 	From [***] to [***], with [***].
	 
	 	 
	[***]:

	 	From [***] to [***] ([***]), [***]. [***].
	 
	 	 
	[***]:

	 	From [***] to [***], [***].
	 
	 	 
	[***]:

	 	[***] and [***].
	 
	 	 
	[***]:

	 	[***] for [***] by [***].
	 
	 	 
	[***]:

	 	All [***] except [***] are [***].
	 
	 	 
	[***]

	 	 





The [***] is a [***] that offers the [***] to [***] the [***] during a [***] for each individual
[***] or [***] group.



[***] the [***] of the [***], the [***] the [***] and [***]. The [***] enhances [***] over a
[***], improves [***] and accelerates [***].




	 	 	 
	[***]:

	 	One [***] and one [***] for [***], with [***] for [***] by [***].
	 
	 	 
	[***]:

	 	[***] or [***]. [***] can be [***] at a [***] of one [***] ([***]).
	 
	 	 
	[***]:

	 	Sample [***] to the [***] or [***] by an [***] ([***]) [***].







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

45









 







	 	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	Two [***], [***] with [***].
	 
	 	 
	[***]:

	 	[***]: from [***] to [***]; [***]: from [***] to [***]; without
[***].
	 
	 	 
	[***]:

	 	From [***] to [***], with [***].
	 
	 	 
	[***]:

	 	From [***] to [***] ([***]), [***]. [***].
	 
	 	 
	[***]:

	 	From [***] to [***] and from [***] to [***] for the [***], [***].
[***].
	 
	 	 
	[***]:

	 	[***] and [***]. [***] (at [***]).
	 
	 	 
	[***]:

	 	Two [***] one [***] and [***] — for best performance [***].
	 
	 	 
	[***]:

	 	Easy [***]. [***] removed [***] without [***] less than [***].
	 
	 	 
	[***]:

	 	[***] to eliminate [***] of [***].
	 
	 	 
	[***]:

	 	Fully [***]. All [***] and [***] to the [***] are automatically
[***] when the [***] is [***] from the [***].
	 
	 	 
	[***]:

	 	All [***] except [***] are [***].
	 
	 	 
	[***]
	 	 





The [***] uses a [***] and [***] to [***] by [***] or [***] and can be used for [***] and [***].



The [***] features a [***] and [***] similar to the [***] for high [***] and [***].




	 	 	 
	[***]:

	 	[***] for [***] with [***] for [***] by [***].
	 
	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	One [***], [***] with [***].
	 
	 	 
	[***]:

	 	[***] ([***]).
	 
	 	 
	[***]:

	 	From [***] to [***], [***]. [***] recommended for [***].







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

46









 







	 	 	 
	[***]:

	 	[***] ([***] or [***]) or other [***] with appropriate [***].
	 
	 	 
	[***]:

	 	From [***] to [***], without [***].
	 
	 	 
	[***]:

	 	From [***] to [***], with [***].
	 
	 	 
	[***]:

	 	From [***] to [***], [***].
	 
	 	 
	[***]

	 	From [***] to [***] ([***]), [***] selectable. [***]
recommended for best [***].
	 
	 	 
	[***] and [***]:

	 	[***] and [***]. [***].
	 
	 	 
	[***]:

	 	Two [***] — one [***] and one [***] — for best performance
[***].
	 
	 	 
	[***]:

	 	Easy [***] in [***]. The [***] can be [***] from the [***]
without [***] and be [***] with a [***] in [***] than [***].
	 
	 	 
	[***]:

	 	[***] to eliminate [***] of [***].
	 
	 	 
	[***]:

	 	Fully [***]. All [***] and [***] to the [***] are [***] the
[***] is [***] from the [***].
	 
	 	 
	[***]:

	 	All [***] except [***] are [***].






[***]




     [***]


The [***] must [***] a single [***] from [***] into the [***], followed immediately by a [***] for
[***] and [***]. This must be followed by a [***] followed by a [***]. A [***] must be located
between the [***] and the [***] to help further [***] the [***]. A [***] with [***] must follow
the [***] and be used for [***]. The [***] must also be a [***].




     [***]


The [***] must have a [***]-to-[***] with a [***] for maintaining [***] and [***]. It must be
[***] of [***] of [***], [***], and [***] over long periods of time without [***] or [***].





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

47









 









     [***]



     The [***] must have a [***] with [***]. It must automatically [***] and [***] after [***].



     [***]



     The [***] must have a [***] that is operated in the [***] and is [***] of [***] and [***].



     The [***] must be able to [***].



[***] and [***]




     [***]


The [***] must feature a [***] system with [***] (e.g. [***] may be [***] as it is [***]).




     [***]


The [***] must include a [***] and [***] that incorporates a [***] for [***] and [***]. [***]
should [***]:





	 	•	 	[***] ([***])
	 
	 	•	 	Alternate [***] and [***] for [***] and [***] from a single [***]
	 
	 	•	 	Product [***] for [***]
	 
	 	•	 	[***] and [***]
	 
	 	•	 	[***] of each [***] from a [***] ([***] and [***])
	 
	 	•	 	Compatible with a [***] of [***], [***], [***] and [***]
	 
	 	•	 	[***] of and [***] of [***] from an [***]
	 
	 	•	 	Data [***] of [***], [***] and [***] to [***] and [***]
	 
	 	 	 	[***]
	 
	 	 	 	The [***] must have or be able to [***] the [***]:
	 
	 	•	 	A [***] and [***] ([***] based on [***] and [***] and [***])
	 
	 	•	 	[***] for [***] and [***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

48









 







	 	•	 	[***]
	 
	 	•	 	[***] and [***]
	 
	 	•	 	[***] and easy [***] to [***] such as [***], [***], [***], etc.
	 
	 	•	 	[***], [***] utilizing [***]





[***]




     [***]



The [***] must have a [***] of [***] in [***] and [***]




     [***]


There must be a [***] of [***].




     [***]




The [***] must be able to [***] from [***] to [***] in [***] and [***] to [***] in another
[***]. The [***] must be able to do this in a [***], [***] the [***] and [***] to [***].



     [***]


The [***] must have a [***] of [***] to [***] ([***]).




     [***]



     The [***] must have a [***] of [***] at [***] with [***] and after it has [***] and [***].



[***]





The [***] that must be [***] of the [***] should [***] those stated in “[***]” of the [***]



     The [***] below are taken from the [***].



     [***]


[***] — When [***] ([***]) [***] at [***] in [***], the [***] ([***]) of the [***] be equal to
or
greater than [***] at [***] ([***]).



[***] — When [***] ([***]) [***] at [***] in [***], the ([***]) [***] of the [***] must be
equal to
or greater than [***] at [***] ([***]).





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

49









 









     [***]


[***] — When [***] ([***]) [***] at [***] in [***], the ([***]) [***] of the [***] must be
equal to
or greater than [***] at [***] ([***]).



[***] — When [***] ([***]) [***] at [***] in [***], the ([***]) [***] of the [***] must be
equal to
or greater than [***] at [***] ([***]).




     [***]


[***] of [***] at [***], the [***] of the [***] shall be equal to or greater than [***] of the
[***] ([***]) [***] at [***] ([***]).




     [***] and [***]


The [***] using the [***] in [***] on the [***] to [***] on [***] of [***] through a [***] at a
[***] of [***] ([***] and [***]), [***] ([***]), [***] ([***] at [***]), [***] and [***] on ([***]
and [***] fully [***]) will be greater than [***].



The [***] using the [***] in [***] on the [***] to [***] on [***] of [***] of a [***] of [***] at a
[***] of [***] ([***] and [***]), [***] ([***]), [***] ([***] at [***]), [***] and[***], will be
[***] than [***].




[***]



The following additional [***] will not be [***] during a standard [***] but may be [***] by [***].
[***] have [***] the [***]. To [***] these [***] and/or [***], that are not [***] at [***], may
be required. Since these [***] require additional [***], [***] and [***] there may be an [***] in
order to have any of these [***] of the [***] and/or at the [***].





[***] for [***] and [***]




[***] and [***] on [***], increase [***] are [***] in [***] ([***]) and in [***] below
[***]
([***]).




[***]




The [***] using the [***] in [***] on the [***] to [***] on a [***] through a [***] at a
[***] of [***] ([***] and [***]) [***], [***] ([***] at [***]) will be greater than [***].




[***]




[***]




[***] ([***]) and [***] and [***] with a [***] dwell time. Specs: [***].




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

50









 







[***]




[***] and [***] and [***] with a [***]. [***].




[***] with [***] in [***]




The difference in [***] for [***] ([***], [***], [***]) [***] with [***].




[***]




[***] in [***]




The [***] for [***] ([***], [***], [***]) at [***] ([***]) [***] ([***]), while
[***] a
[***] by [***], should be similar within [***].




[***] in [***]




The [***] for [***] ([***], [***], [***], [***], [***]), [***] shall have a [***].




[***] in [***]




The [***] for [***] ([***], [***], [***], [***]), [***], shall have a [***].




[***] in [***]




The [***] for [***] ([***], [***], [***], [***]), [***], shall have a [***].



[***]





[***]




The [***] must be around [***] by [***] by [***]. It should be [***] in a [***] with [***]
by [***] by [***].




[***]




The [***] must weigh approximately [***], excluding the [***] and the [***].




[***]




The [***] must be [***] by two [***], to [***], [***] single [***] with two [***] each.




[***]




The [***], including [***], must only [***].




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

51









 







[***]




[***] at [***] ([***] of [***]) must be used for the [***] for the [***] be used for the
[***]. [***] must be [***] at [***]. [***] ([***]) at [***] must be used for the [***]
(with a [***]).




[***]




The [***] must use a [***] to [***] and [***] from the [***] and [***].




[***]




To ensure the [***] for the [***], the [***] must be [***] and [***] ([***]) [***] ([***])
with a [***] between [***]. The [***] must be around [***] ([***]) for the [***] and [***]
from the [***].



Patents




     The [***] may [***] some or all of the following [***]:




	 	•	 	[***] (U.S. patent numbers [***] and [***])
	 
	 	•	 	[***] (U.S. patent numbers [***], [***] and [***])






For Research Use Only. Not for use in [***].




© 2005 Applera Corporation and MDS Inc. All Rights Reserved. Information subject to change
without notice.




Applera, AB (design), iScience, and iScience (design) are trademarks and Applied Biosystems
is a registered trademark of Applera Corporation or its subsidiaries in the US and/or
certain other countries.




API 5000, Curtain Gas, DuoSpray, PhotoSpray, and Turbo V are trademarks and LINAC, Q TRAP.
QSTAR and TurboIonSpray are registered trademarks of Applied Biosystems/MDS SCEIX, a joint
venture between Applera Corporation and MDS Inc.




Windows is a registered trademark of Microsoft Corporation.




All other trademarks are the property of their respective owners.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

52









 






Differentiating Features and Benefits of the 4000 Q TRAP® LC/MS/MS System




Description: [***].




     [***]



[***]



The [***] is an advanced [***] ([***]) [***] and [***] ([***]) [***]. The [***] features [***] for
[***] and [***] for improved [***]:




	 	 	 
	[***]:

	 	[***] and [***] available. Each [***] is [***] for [***] by the
[***] of the [***].
	 
	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	Three [***], [***] with [***].
	 
	 	 
	[***]:

	 	Two [***] — one [***] and one [***] — for best [***].
	 
	 	 
	[***]:

	 	Easy [***] in [***]. The [***] can be [***] from the [***] without
[***] and be [***] with a [***] in less than [***].
	 
	 	 
	[***]:

	 	[***] to [***] of [***].
	 
	 	 
	[***]:

	 	Fully [***]. All [***] and [***] to the [***] are automatically
[***] when the [***] is [***] from the [***].







[***] for [***]




A [***] compatible with the [***]. When [***] in the [***], the [***] via [***] a [***] of
[***] located in the [***], [***] for optimum [***].



	 	 	 
	[***]:

	 	From [***], [***] selectable.
	 
	 	 
	[***]:

	 	From [***] to [***], without [***].
	 
	 	 
	[***]:

	 	From [***] to [***], with [***] gradient capability.
	 
	 	 
	[***]:

	 	From [***] to [***] ([***]), [***] selectable. [***] or [***].
	 
	 	 
	[***]:

	 	From [***] to [***] and from [***] to [***], [***]. [***] or [***].







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

53









 







	 	 	 
	[***]:

	 	[***] and [***].
	 
	 	 
	[***]:

	 	[***] for [***] by [***].
	 
	 	 
	[***]:

	 	All [***] are under [***].






[***] for [***]





A [***] compatible with the [***]. [***] in the [***], the [***] via [***] a [***], [***]
for optimum [***] and reduced [***]. [***] in [***] is [***] at the [***] of the [***] by a
[***].



	 	 	 
	[***]:

	 	From [***] to [***], [***].
	 
	 	 
	[***]:

	 	From [***] to [***], without [***].
	 
	 	 
	[***]:

	 	From [***] to [***], with [***].
	 
	 	 
	[***]:

	 	From [***] to [***] ([***]), [***] selectable. [***].
	 
	 	 
	[***]:

	 	From [***] to [***], [***] selectable.
	 
	 	 
	[***]:

	 	[***] and [***].
	 
	 	 
	[***]:

	 	[***] for [***] by [***].
	 
	 	 
	[***]:

	 	All [***] source [***] except [***] are under [***].
	 
	 	 
	 
	 	     
   [***]





The [***] is a [***] system that offers the ability to select the [***] during a [***] for each
[***] or [***].



[***] the [***] of the advanced [***], the [***] the [***] and [***]. The [***] enhances [***]
over a [***], [***] and [***].




	 	 	 
	[***]:

	 	One [***] and [***] for [***], with [***] for [***] by [***].
	 
	 	 
	[***]:

	 	[***] or [***]. [***] can be [***] at a [***] of [***] ([***]).
	 
	 	 
	[***]:

	 	[***] to the [***] or [***] by an [***] ([***]) under [***].
	 
	 	 
	[***]:

	 	[***].







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

54









 







	 	 	 
	[***]:

	 	Two [***], [***] with [***].
	 
	 	 
	[***]:

	 	[***]: from [***] to [***]; [***]: from [***] to [***]; without
[***].
	 
	 	 
	[***]:

	 	From [***] to [***], with full [***].
	 
	 	 
	[***]:

	 	From [***] to [***] ([***]), [***] selectable. [***].
	 
	 	 
	[***]:

	 	From [***] to [***] and from [***] to [***] for the [***], [***]
selectable. [***].
	 
	 	 
	[***]:

	 	[***] and [***]. [***] ([***]).
	 
	 	 
	[***]:

	 	Two [***] one [***] and one [***] for best [***].
	 
	 	 
	[***]:

	 	Easy [***]-in [***]. The [***] can be [***] from the [***] without
[***] and be [***] with a [***] in less than [***].
	 
	 	 
	[***]:

	 	[***] fully [***] to eliminate [***] of [***].
	 
	 	 
	[***]:

	 	Fully [***]. [***] and [***] to the [***] are [***] when the [***]
is [***] from the [***].
	 
	 	 
	[***]:

	 	All [***] except [***] are under [***].






[***]



The [***] uses a [***] and [***] to [***] by [***] or [***] and can be used for [***] and [***].
The [***] features a [***] and [***] to the [***] for [***] and improved [***].




	 	 	 
	[***]:

	 	[***] for [***] with [***] for [***] by [***].
	 
	 	 
	[***]:

	 	[***].
	 
	 	 
	[***]:

	 	One [***], [***] with [***].
	 
	 	 
	[***]:

	 	[***] ([***]).
	 
	 	 
	[***]:

	 	From [***] to [***], [***] selectable. [***] recommended
for [***].
	 
	 	 
	[***]:

	 	[***] ([***] or [***] recommended) or other [***] with
appropriate [***].







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

55









 







	 	 	 
	[***]:

	 	From [***] to [***], without [***].
	 
	 	 
	[***]:

	 	From [***] to [***], with full [***].
	 
	 	 
	[***]:

	 	From [***] to [***], [***] selectable.
	 
	 	 
	[***]:

	 	From [***] to [***] ([***]), [***] selectable. [***]
recommended for [***].
	 
	 	 
	[***] and [***]:

	 	[***] and [***]. [***] adjustable [***].
	 
	 	 
	[***]:

	 	Two [***] — one [***] and one [***] — for best [***].
	 
	 	 
	[***]:

	 	Easy [***]-in [***]. The [***] can be [***] from the
[***] and be [***] with a [***] in less than [***].
	 
	 	 
	[***]:

	 	[***] to eliminate [***] of [***].
	 
	 	 
	[***]:

	 	Fully [***]. All [***] and [***] to the [***] are [***]
the [***] is [***] from the [***].
	 
	 	 
	[***]:

	 	All [***] except [***] are [***].






[***]



[***] for [***] and [***] at [***], [***]. [***], [***], and [***] for [***] and on-[***]
as [***]
as [***] of [***] up to [***]. Three [***] allow for maximum [***] for [***] as well as [***] and
[***].




	 	 	 
	[***]:

	 	[***] from [***] to [***], [***] on the [***] of [***].
	 
	 	 
	[***]:

	 	From [***] to [***], [***] selectable.
	 
	 	 
	[***]:

	 	From [***] to [***], with full [***].
	 
	 	 
	[***]:

	 	[***] for [***], [***] of [***].
	 
	 	 
	[***]:

	 	Easy [***]-in [***]. The [***] can be removed from the
[***] without [***] and be [***] with a [***] one in less
than [***].
	 
	 	 
	[***]:

	 	[***] at [***], [***] and [***] off-[***].
	 
	 	 
	[***]:

	 	Two [***] and [***] for best [***].







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

56









 







	 	 	 
	[***]:

	 	Fully [***]. All [***] and [***] to the [***] are [***]
when the [***] is [***] from the [***]. The [***] to the
[***] is [***] when the [***] for [***] or for [***].
	 
	 	 
	[***]:

	 	All [***] are [***].
	 
	 	 
	[***]:

	 	[***] with [***] for [***] of [***] in the [***]. [***]
from [***] to [***].
	 
	 	 
	[***]:

	 	[***] or [***], [***] on the [***] and [***].
	 
	 	 
	[***] of [***]:

	 	Three [***] for [***] of [***].
	 
	 	 
	[***]:

	 	[***] for
[***] at [***] from [***] to
[***]
	 
	 	 
	[***]:

	 	[***] for [***] at [***] from [***] to [***]
	 
	 	 
	[***]:

	 	[***] for [***] from [***] to [***]






[***]




     [***]


The [***] a [***] from [***] into the [***], [***] by a [***] followed by a [***]. A [***] is
located between the [***] and the [***] to [***]. A [***] with [***] follows the [***] is [***]
for [***]. The [***] is also a [***].




     [***]


The [***] has a [***] to [***] with [***] for [***] and [***]. It is capable of [***] of [***]
such as [***], [***] and [***] over [***] of [***] without [***] or [***].




     [***]


The [***] has a [***] with [***]. It [***] and [***] after [***].




     [***]


[***] ([***]) [***] in the [***] and [***] of [***] and [***]. The [***] is
[***].




     [***] and [***]



          [***]




     [***] with [***] (e.g. [***] be [***] as it is [***]).




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

57









 






               [***] and [***]



The system includes a [***] and [***] that [***] a [***] user [***] for [***] and [***]. [***]
include:





	 	•	 	[***] (up to [***] and [***])
	 
	 	•	 	Combine [***] and [***], [***] and [***] ([***]) for [***] and [***] from a single [***]
	 
	 	•	 	[***] for [***]
	 
	 	•	 	[***] and [***]
	 
	 	•	 	Automatic [***] of [***] from a [***] ([***])
	 
	 	•	 	Compatible with a [***] of [***], [***], [***] and [***]
	 
	 	•	 	[***] of and [***] of [***] from an [***]
	 
	 	•	 	[***] of [***], [***] and [***] to [***] and [***]




These [***] enable the following [***]:





	 	•	 	[***] — [***] ([***]) [***] with ([***]) [***], [***] and [***] through [***] ([***])
for [***] and [***] in a single [***] or [***].
	 
	 	•	 	[***] — Combine [***] and/or [***] with [***] and [***] through [***] ([***]) [***] to
[***] and [***] with [***] as [***] or [***] in a [***] at the [***]
	 
	 	•	 	[***] — [***] and/or [***] with [***] and [***] ([***]) [***]
	 
	 	•	 	[***] — [***] with [***] and [***] ([***]) [***] to [***] for, [***], [***] and [***] in
a [***] at a [***] of [***].





               [***]




The [***] is [***] to [***] the [***]:





	 	•	 	[***] for [***], [***]
	 
	 	•	 	[***] the [***] in a [***].
	 
	 	•	 	[***] for [***], [***]
	 
	 	•	 	[***] for [***] and [***] and/or [***]





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

58









 







	 	•	 	[***] for [***]
	 
	 	•	 	[***] for [***] to [***]
	 
	 	•	 	[***] to [***] the [***] of [***] in a [***]





               
[***]




The [***] contains and is able to [***] the [***]:





	 	•	 	A [***] and [***] ([***] on [***] and [***] at [***] and [***])
	 
	 	•	 	[***] for [***] and [***]
	 
	 	•	 	[***]
	 
	 	•	 	[***] and [***]
	 
	 	•	 	[***] and [***] to [***] as [***], [***], [***], [***].
	 
	 	•	 	[***], [***]





For [***]





	 	•	 	[***] for [***] and [***] in [***].





For [***]





	 	•	 	Complete set of [***] and [***], [***] and [***] and [***] and [***] on the [***].
	 
	 	•	 	[***], [***] for [***] of [***] and [***] on a [***]
	 
	 	•	 	[***], [***] for [***] from [***] and [***]
	 
	 	•	 	[***] that [***] and [***] in [***] with [***] or [***] or [***]





[***]




     [***]



The [***] has a [***] of [***] in [***] and [***] in [***] and [***] to [***] in [***]




     [***]


There is a [***] of [***] in [***] and [***] of [***], [***] and [***] in [***].





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

59









 









     [***]


The [***] is able to [***] from [***] to [***] in [***] and back to [***] in [***]. The [***] is
able to do [***] and [***], [***] the [***] and [***] to [***].




     [***]


The [***] has a [***] of [***] to [***] ([***]).




     [***]



     The [***] has a [***] of [***] with [***] and [***] the [***] has [***] and
[***].



               [***]




     The [***] that [***] be [***] of the [***] in “[***]” of the [***]



     [***].



     [***]


At
[***], [***] of [***] in [***] at [***] will [***] as [***] in the [***].




[***]




	 	 	 	 	 	 	 
	[***] ([***])
	 	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]
	 	[***]
	 	[***]
	 	[***]






     [***]


All singly [***] in the [***] of the [***] of [***] ([***]) will [***] unit [***] without [***] to
[***] or [***] with [***]. This [***] be [***] by [***]
a [***] of [***], [***] to [***] all [***]
of [***], and [***] of [***] at [***] in [***] ([***]).



A [***] will be [***] between the [***] of the [***] at [***] from the [***] of [***] at [***].
[***] shall be [***] when [***] a [***] of [***] of [***] at [***], with [***] adjusted to [***]
of the [***].




     [***]


[***] of [***] at [***], the [***] of [***] ([***] the [***]) of the [***] will be equal to or
greater than the [***] ([***] and [***]) but [***]. [***] shall be [***] at [***] ([***]).





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

60









 









     [***]


[***] of [***] will [***] a [***] ([***]) with a [***] at [***] the [***].




     [***]


The [***] using the [***] in [***] on the [***] to [***] on [***] of [***] through a [***] at a
[***] of [***] ([***] and
[***]), [***] ([***]), [***] ([***] at [***]), [***]
and [***] on ([***]
and [***] fully [***]) will be greater than [***] ([***]) with the [***] less than [***].



The [***] using the [***] in [***] on the [***] to [***] on [***] of [***] through a [***] at a
[***] of [***] ([***] and
[***]), [***] ([***]), [***] ([***] at [***]), [***] and [***] on ([***]
and [***]) will be greater [***] ([***]) with the [***] less than [***].



The [***] using the [***] in [***] on the [***] to [***] on [***] of [***] of a [***] of [***] at a
[***] of [***] ([***] and
[***]), [***] ([***]), [***] ([***] at [***]), [***] and [***], will be
[***] ([***]) with the [***].



The [***] using the [***] in [***] on the [***] to [***] on [***] of [***] ([***]) of [***] at a
[***] of [***] ([***] and [***]), [***] ([***]), [***] ([***] at [***]), [***] and [***], will be
[***]. The [***] will be [***] the [***] of the [***].



[***] — When [***] at a [***] and [***] with [***], the [***] of [***] at [***] from [***] of
the
[***] at [***] is [***] than [***] for [***] and [***] of the [***] of the [***] ([***]). [***] at
a [***] and [***] at [***] with [***], the [***] of the [***] at [***] [***] from [***] of the
[***] at [***] is [***].




     [***]


[***] at [***], the [***] of the [***] (a [***] of the [***]) for a [***] will [***] of the [***]
of [***] ([***]) from the [***].




     [***]


The [***] of [***] ([***]) will be [***] to an [***] of [***] when [***] the [***] in [***].




     [***]




The following [***] will not be [***] during a [***] but [***] be [***] by [***]. These
[***] have [***] the [***]. To [***] these [***], [***] and/or [***], [***] are not [***]
at [***], [***] be [***]. Since these [***] require [***], [***] and [***] be an [***] in
[***] to [***] any of [***] of the [***] and/or at the [***].




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

61









 






     [***] for [***] and [***]


[***] and [***] on [***], [***] are [***] in [***] > [***] ([***]) and in [***]
([***]).




     [***]


The [***] using the [***] in [***] on the [***] to [***] on [***] of a [***] of [***] through a
[***] at a [***] of [***] ([***] and [***]) [***], [***] ([***]) is [***].




     [***]



     [***]


[***] ([***]) and [***] and [***] with a [***]. [***]: [***].




     [***]


[***] and [***] and [***] with a [***]. [***]: [***].




     [***] with [***] in [***]


The [***] in [***] for [***] ([***], [***], [***]) [***] with [***] is [***].




     [***]



     [***] in [***]


The [***] for [***]
([***], [***], [***], [***] and [***]) at [***] on-[***] ([***])
[***] on-[***]
([***]), while [***] a [***] by [***], will be [***].




     [***] in [***]


The [***] for [***] ([***], [***], [***], [***], [***]), [***] has a [***].




     [***] in [***]


The [***] for [***]
([***], [***], [***], [***] and [***]), [***], has a [***].




     [***] in [***]


The [***] for [***] ([***],
[***], [***], [***]), monitoring [***], has a [***].





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

62









 









[***]




     [***]


The [***] is [***] by [***] by [***].




     [***]


The [***], [***] the [***] and the [***].




     [***]


The [***] is [***] by [***] to [***], [***] with [***] are used to [***] the [***].




     [***]


[***] at [***] ([***] of [***]) is [***] for the [***] for the [***]. [***] should be used for the
[***]. [***] is [***] at [***]. [***], [***] ([***]) at [***] is used for the [***] (with a [***]
of [***]).




     [***]


The [***] uses a [***] to [***] and [***] from the [***] and [***].




     [***]


To [***] the [***] for the [***], the [***] should be [***] between [***]
and [***] ([***]) [***]
([***]) with a [***] of [***] and [***]. The [***] should be [***] ([***])
for the [***], [***] and
[***] from the [***].




Patents





The instrument is covered by one or more of the following U.S. Patent Numbers: [***], [***],
[***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***],
[***], [***], [***], [***] and corresponding claims in patents and patent applications
outside the U.S.A.




Applera) and iTRAQ are trademarks and Applied Biosystems and AB (design) are registered
trademarks of Applera Corporation or its subsidiaries in the US and/or certain other
countries.




Curtain Gas, DuoSpray, MIDAS and Turbo V are trademarks and LINAC, Q TRAP, PhotoSpray,
NanoSpray, MicroIonSpray and TurboIonSpray are registered trademarks of Applied
Biosystems/MDS SCIEX, a joint venture between Applera Corporation and MDS Inc.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

63









 







ICAT is a registered trademark of the University of Washington and is exclusively licensed
to the Applied Biosystems group of Applera Corporation.




Windows is a registered trademark of Microsoft Corporation.




All other trademarks are the property of their respective owners.




© 2006 Applera Corporation and MDS Inc. All Rights Reserved. Information subject to change
without notice.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.

64









 






EXHIBIT E

ABI Principal Contacts



[***] — for ABI Services



[***] — for ABI MS





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment under Rule 406
of the Securities Act.


65